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Home My WebLink About FULL PACKET_2018-03-06MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA FEBUARY 20, 2018 CLOSED SESSION MEETING CALLED TO ORDER ATTENDANCE PUBLIC COMMENTS — None COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:12 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES (5:13 P.M.) VICENTE SARMIENTO JOSE SOLORIO JUAN VILLEGAS (5:13 P.M.) COUNCILMEMBERS Absent: SAL TINAJERO STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: CONFERENCE WITH LEGAL COUNSEL --EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: a. Jaime Manriquez v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ10960417 b. David Lampman v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ8166037; ADJ9413805 CITY COUNCIL MINUTES 10I FEBUARY 20, 2018 2. CONFERENCE WITH LEGAL COUNSEL -- ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9 of the Government Code: One Case 3. El 5. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: a. Address of Property: 1126 E. Washington Avenue, # 46, Santa Ana, CA 92701 (APN No. 398-092-14). Owner: City of Santa Ana, Housing Authority Negotiators: City Manager Raul Godinez II Terms: Potential Lease Option b. Address of Property: 3308 W. Warner Avenue, Santa Ana, CA 92704 (APN No. 414-131-55) Owner: Lynde-Ordway Co. Inc. Negotiators: City Manager Raul Godinez II Terms: Potential Purchase. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Ellen Smiley, Acting Personnel Services Executive Director; and Peter Brown of Liebert Cassidy Employee Organizations: • Santa Ana Police Officers Association (POA) • Santa Ana Police Management Association (PMA) • Service Employees' International Union (SEIU) Full -Time Employees PUBLIC EMPLOYEE APPOINTMENT pursuant to Section 54957(b)(1) of the Government Code: Title: Personnel Services Executive Director and Police Chief CITY COUNCIL MINUTES 2 FEBUARY 20, 2018 10A-2 CLOSED SESSION REPORT - The City Attorney will report on any action(s) to be taken at the Regular Meeting which will begin immediately following the Closed Session Meeting. ADJOURNED CLOSED SESSION AND CONVENED TO THE REGULAR OPEN SESSION AT 6:41 P.M. CITY COUNCIL MINUTES 103 FEBUARY 20, 2018 REGULAR OPEN MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:43 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES VICENTE SARMIENTO JOSE SOLORIO JUAN VILLEGAS PLEDGE OF ALLEGIANCE INVOCATION CEREMONIAL PRESENTATIONS COUNCILMEMBERS Absent: SAL TINAJERO STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council STEPHANIE LOPEZ-LEON, LATHROP INTERMEDIATE SCHOOL DOUG HARDIN, POLICE CHAPLAIN CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SOLORIO to Santa Ana High School's Elizabeth G. Macias Legal Studies Academy in recognition of program accomplishments. Advisory Board: Elizabeth G. Macias, Michael Mooney, Carolina Gomez, Eduardo Panciano, Kristen Robinson, Israel Claustro, Linn Lee, Jeff Bishop, Mona Konstan Students: Esmeralda Avila, Diego Camacho, Emely Ceron, Samantha Cervantes, Mayra Espinoza, Jose Flores, Cristobal Gallardo, Lizett Hernandez, Jesus Lopez, Zailem Luna, Santiago Malmango, Tania Melgarejo, Jasmin Mendez, Michelle Meza, Luis Osorio, Jasmin Roman, Jaqueline Saavedra, Sofia Sanchez, Manuel Sariana, Jonathan Sibrian, Long To, Arturo Villarreal CITY COUNCIL MINUTES 4 FEBUARY 20, 2018 i CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER SARMIENTO to the winners of the Santa Ana Water Youth Poster Contest: Ages 5-8 Finalists: Grand Prize Winner: Ages 9-12 Finalists: Grand Prize Winner: Ages 13-14 Finalists: Grand Prize Winner: Ages 15-18 Finalists: Grand Prize Winner: Johann Bay, Christalyn Mascarenas Nayeli Luis -Martinez Matthew Bay, Sara! Santiago Briana Moreno Elena Arechiga, Stephanie Lopez Deborah Sanchez Monica Rodriguez, Julisa Julian Alberto Rodriguez CERTIFICATES OF RECOGNITION presented by MAYOR PRO TEM MARTINEZ recognizing the Service Academy Nominees of Santa Ana for academic accomplishments and Service Academy consideration. Nominees: Seth R. Chavez, Grant P. Cuevas, Adolfo Magarin, Natali H. Pacheco, Danielle Rodriguez, Fernando Vargas, Zoe Alora Velez CERTIFICATES OF RECOGNITION presented by MAYOR PRO TEM MARTINEZ recognizing the following General Plan Advisory Group members for their contributions to the community: Claudia Arellanes, Phil Bacerra, Marlene Buitron, Andrew Colquit, Barry Cottle, Kathi Davis -Bowman, Lynette Guzman, Peter Katz, Tish Leon, Nancy Mejia, Beatriz Mendoza, Isaac Michaca, Laura Morlin, Ken Nguyen, Gllad Salmon, Soledad Valentin, Orin Williams CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SOLORIO to Angel Orea President of Food on Wheels in recognition of the establishment of the organization and contributions to the community. PROCLAMATION presented by COUNCILMEMBER VILLEGAS recognizing National Teen Dating Violence Awareness and Prevention Month. CITY TILE presented by MAYOR PULIDO AND MEMBERS OF THE COUNCIL to Fred Mousavipour, Executive Director of Public Works Agency for his service to the City of Santa Ana and wish him well in his new endeavors. CITY COUNCIL MINUTES 5 FEBUARY 20, 2018 10A-5 CLOSED SESSION REPORT - See Agenda Item 19A for any reportable action. PUBLIC COMMENTS • Ilia Tseglin, addressed the City Council to request assistance in removing his son from the Ward of the State. • Robert Tseglin, echoed comments made by his father, Ilia. CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on the following Consent Calendar Items 10A through 32A, with the following modifications: • Mayor Pro Tem Martinez dissented on Agenda Items 25E and 25F and pulled Agenda Item 25L for separate discussion. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Benavides Benavides, Martinez, Solorio, Villegas (6) None (0) None (0) Tinajero (1) ADMINISTRATIVE MATTERS MINUTES Pulido, Sarmiento, 10A. MINUTES FROM THE SPECIAL MEETING OF FEBRUARY 5, 2018 (STRATEGIC PLAN NO. 5, 1) — Clerk of the Council Office MOTION., Approve Minutes. 10B. MINUTES FROM THE REGULAR MEETING OF FEBRUARY 6, 2018 (STRATEGIC PLAN NO. 5, 1) — Clerk of the Council Office MOTION: Approve Minutes. CITY COUNCIL MINUTES 6 FEBUARY 20, 2018 10A-6 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. ORDINANCE SECOND READING: ADOPT A ZONING ORDINANCE AMENDMENT NO. 2018-01 TO AMEND CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE TO ALLOW CHURCHES AS A CONDITIONALLY PERMITTED USE IN THE PROFESSIONAL AND SOUTH MAIN STREET COMMERCIAL ZONING DISTRICTS (STRATEGIC PLAN NO. 5,11 - Clerk of the Council Office Placed on first reading at the February 6, 2018 City Council meeting and approved by a vote of 5-0 (Tinajero and Villegas absent). Published in the Orange County Reporter on February 9, 2018. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2938 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTIONS 41-313.5 AND 41- 522 OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE BOARDS / COMMISSIONS / COMMITTEES 13A. BOARDS AND COMMISSIONS BIANNUAL ATTENDANCE REPORT JULY THROUGH DECEMBER 2017 {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Receive and file. 13B. COUNCIL COMMITTEES—AGENDA AND MINUTES (STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Receive and file. NAME 1. Santa Ana Unified School District and City of Santa Ana Joint Policy Committee, 2. Youth, Education, and Community Services Committee 3. Legislative Affairs, Ethics, Transparency & Communications Committee — Special Meeting, - Clerk of the Council Office MEETING DATE 1/29/2018 01/22/2017 1/31/2018 CITY COUNCIL MINUTESA OA _7 FEBUARY 20, 2018 MISCELLANEOUS ADMINISTRATION 19A. KM CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office 1. CONFERENCE WITH LEGAL COUNSEL --EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: Jaime Mandquez v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ10960417; settlement in the amount of $29,424.00 approved by unanimous consent. David Lampman v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ8166037; ADJ9413805 settlement in the amount of $40,952 approved by unanimous consent. 2. PUBLIC EMPLOYEE APPOINTMENT pursuant to Section 54957(b)(1) of the Government Code: Confirmed the appoint of Police Chief, David Valentin and Personnel Services Executive Director, Steven V. Pham affirmed appointments by unanimous consent. EXCUSED ABSENCES — Clerk of the Council Office MOTION: Excuse the absence of Councilmember Tinajero from said meeting. MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Benavides, Martinez, Solorio, Villegas (6) None (0) None (0) Tinajero (1) Pulido, Sarmiento, STRATEGIC PLAN MONTHLY REPORT FOR JANUARY 2018 {STRATEGIC PLAN NO. 5, 11 - City Manager's Office The Strategic Plan Monthly Reports are available on the City's website at: httl)://www.santa-ana.org/strategic-planning/. MOTION: Receive and file. CITY COUNCIL MINUTES 1 OA-8 FEBUARY 20, 2018 19D. QUARTERLY REPORT OF INVESTMENTS AS OF DECEMBER 31, 2017 {STRATEGIC PLAN NO. 4, 1 D} - Finance and Management Services MOTION: Receive and file. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROVE AN AGREEMENT AND AN APPROPRIATION ADJUSTMENT TO PROVIDE BEST MANAGEMENT PRACTICES ASSESSMENT OF PUBLIC WORKS AGENCY INTERNAL BUSINESS PROCESSES AND IMPLEMENTATION OF NEW PROCEDURES AND TECHNOLOGY {STRATEGIC PLAN NO. 7, 5E} - Public Works Agency and Information Technology Department MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Chazey Partners for the two-year term beginning February 6, 2018, through February 5, 2020, with an optional one- year extension exercisable by the City Manager and City Attorney, in an amount not to exceed $413,000, which includes $359,120 as the base fee and $53,880 in expenses, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2018-028). 2. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2018-083 - Recognizing $200,000 from prior year fund balance in the Public Works Administration & Planning revenue account, and appropriating the same into the Public Works Administrative Services expenditure account. SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. AWARD PURCHASE ORDER FOR A TRUCK- MOUNTED ROUGH TERRAIN FORKLIFT - SPEC. NO. 17-138 {STRATEGIC PLAN NO. 6,2} — Finance and Management Services; and Public Works Agency MOTION: Authorize a one-time purchase and payment of purchase order to Western Equipment Manufacturing, Inc. in the amount of $63,711, plus a $1,000 contingency, for a total amount not to exceed $64,711, subject to non -substantive changes approved by the City Manager and City Attorney CITY COUNCIL MINUTES 109 FEBUARY 20, 2018 22B. AWARD PURCHASE ORDER FOR A JETTER VACUUM TRUCK - SPEC. NO. 17-136 {STRATEGIC PLAN NO. 6, 2) — Finance and Management Services; and Public Works Agency MOTION: 1. Reject bids from Municipal Maintenance Equipment, Inc., as nonresponsive; one bid was for a 2017 model year truck and one offered an unacceptable alternative power train system. 2. Authorize a one-time purchase and payment of purchase order to Plumbers Depot Inc. for the procurement of one 2018 fetter vacuum truck, in the amount of $521,635 plus a $10,430 contingency for a total amount not to exceed $532,065, subject to non -substantive changes approved by the City Manager and City Attorney. PROJECTS/CHANGE ORDERS 23A. ACCEPT CONSTRUCTION COMPLETION AND APPROVE FINAL EXPENDITURE REPORT FOR THE PACIFIC ELECTRIC PARK PROJECT - (PROJECT NO. 14-7513) {STRATEGIC PLAN NO. 6, 1G) — Public Works Agency; Parks, Recreation and Community Services Agency; and Community Development Agency MOTION: Accept the work as completed and approve the final expenditure report for the construction of the Pacific Electric Park project. AGREEMENTS 25A. AWARD AN AGREEMENT FOR A RECYCLED WATER SYSTEM MASTER PLAN (NONGENERAL FUND) {STRATEGIC PLAN NO. 5, 2) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with T.R. Holliman for the three-year period beginning February 20, 2018, and expiring February 19, 2021, with provisions for a two-year renewal option exercisable by the City Manager and City Attorney, in an amount not to exceed $200,000 for the term of the agreement, including a $176,300 project fee and a contingency amount of $23,700, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018- 029). CITY COUNCIL MINUTES 10 FEBUARY 20, 2018 10A-10 25B. APPROVE AN AGREEMENT FOR FINANCIAL MONITORING SERVICES {STRATEGIC PLAN NO. 4, 1) - Community Development Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with MDG Associates, Inc., beginning February 21, 2018 and expiring June 30, 2018, with provisions for two, one-year extensions exercisable by the City Manager and City Attorney, in an annual amount not to exceed $30,000 annually, for a total amount not to exceed $90,000 over a three-year period, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-030). 25C. APPROVE A COOPERATIVE AGREEMENT FOR IMPLEMENTATION OF GRANT -FUNDED TRAFFIC SIGNAL SYNCHRONIZATION FOR THE FAIRVIEW STREET CORRIDOR (PROJECT NO. 17-6889) (STRATEGIC PLAN NO. 6, 1 B) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a cooperative agreement (C-1-2757) with the City of Costa Mesa identifying each city's roles and responsibilities, including the City of Santa Ana match requirement of $217,612, for the term beginning upon approval of both the Santa Ana and Costa Mesa City Councils and effective until December 31, 2022, with an option for a one-year extension period, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018- 031). 25D. APPROVE A COOPERATIVE AGREEMENT FOR IMPLEMENTATION OF GRANT -FUNDED TRAFFIC SIGNAL SYNCHRONIZATION FOR THE BEAR STREET CORRIDOR (PROJECT NO. 18-6913) (STRATEGIC PLAN NO. 6, 1 B) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a cooperative agreement(C-1-2757) with the City of Costa Mesa identifying each city's roles and responsibilities, including the City of Santa Ana match requirement of $37,560, to implement the Bear Street Corridor Traffic Signal Synchronization Project, for the term beginning upon approval of both the Santa Ana and Costa Mesa City Councils and in effect until December 31, 2022, with an option for a one-year extension period, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018- 032). 25E. PURCHASE AGREEMENTS FOR REAL PROPERTY ACQUISITION FOR WARNER AVENUE IMPROVEMENTS PHASE 1 (PROJECT NO. 14-6802) CITY COUNCIL MINUTES 1 o -1 1 FEBUARY 20, 2018 (NON -GENERAL FUND) {STRATEGIC PLAN NOS. 6, 1G; 3,2C) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute Purchase Agreements for the real property acquisition and goodwill (if any) with the property owners listed below, subject to non - substantive changes approved by the City Manager and City Attorney: *Mayor Pro Tem Martinez dissented on Agenda Item 25E. 25F. APPROVE PROPERTY EXCHANGE AND TENANT INTEREST PURCHASE AGREEMENTS FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO. 116741, NON -GENERAL FUND) {STRATEGIC PLAN NOS. 6, 1 G; 3, 2C) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute Agreements for the Exchange of Real Property and Tenant Interest in the property listed below and goodwill (if any) with the following property owner, subject to non -substantive changes approved by the City Manager and City Attorney: Property Property Acquisition Amount AGMT. 1. Owner commonly Type $0 No. Mendez known as / 036 location 1. Griselda 219 E. Warner Full $465,000 2018- 2. Oropeza Ave. (APN Tenant $51,980 033 Mendez, 403-142-16 Interest 037 2. Jose and 309 E. Warner Full $458,000 2018 - Rosa C. Ave. (403-143- 034 Regalado 13 3. Dat Ngoc 2245 S. Oak Full $423,000 2018 - Hoang St. (APN 016- 035 102-24) *Mayor Pro Tem Martinez dissented on Agenda Item 25E. 25F. APPROVE PROPERTY EXCHANGE AND TENANT INTEREST PURCHASE AGREEMENTS FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO. 116741, NON -GENERAL FUND) {STRATEGIC PLAN NOS. 6, 1 G; 3, 2C) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute Agreements for the Exchange of Real Property and Tenant Interest in the property listed below and goodwill (if any) with the following property owner, subject to non -substantive changes approved by the City Manager and City Attorney: CITY COUNCIL MINUTES 10 1212 FEBUARY 20, 2018 Property Owner Property commonly known as / location Acquisition Type Amount AGMT. No. 1. Dianne Rose 2223S. Exchange $0 2018 - Mendez Bristol St. 036 (APN 015- 194-28 2. Dianne Rose 2223S. Tenant $51,980 2018 - Mendez, Bristol St. Interest 037 Javier (APN 015 - Mendez dba 194-28) J.M. Realty, Orange CITY COUNCIL MINUTES 10 1212 FEBUARY 20, 2018 *Mayor Pro Tem Martinez dissented on Agenda Item 25E, 25G. APPROVE A MEMORANDUM OF UNDERSTANDING TO PROVIDE GRANT FUNDED NON-TRADITIONAL HIGH SCHOOL DIPLOMA COMPLETION SERVICES AT WORK CENTER {STRATEGIC PLAN NO. 2; 4) - Community Development Agency Workforce Development Board approved recommended action on January 18, 2018 by a vote of 11-0 (Luviano abstained; and Alegre, Lewis, McGowen, Perez, Ruiz, Sanchez, Smith absent). MOTION: Authorize the City Manager and Clerk of the Council to execute the Memorandum of Understanding with Western Educational Corporation, dba Orange County Workforce Innovation High School, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-038). 25H. APPROVE AN AGREEMENT FOR DIGITAL CONTENT HOSTING AND DISTRIBUTION, SUCH AS E -BOOKS, E -AUDIO AND VIDEO STREAMING {STRATEGIC PLAN NO. 5, 4B) - Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Overdrive, Inc., in an annual amount not to exceed $36,000, for the period March 1, 2018 to February 28, 2021, for a total agreement amount of $108,000, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-039). 251. APPROVAL OF VARIOUS HISTORIC PROPERTY PRESERVATION AGREEMENTS (HPPA) (STRATEGIC PLAN NOS. 5, 2; 5, 3) - Planning and Building Agency Historic Resources Commission approved recommended action on January 25, 2018 by a vote of 6-0 (Nguyen and Rush absent) for properties one through four, and a vote of 5-0 (Murashie abstained, Nguyen and Rush absent) for property number five listed below. MOTION: Authorize the City Manager and Clerk of the Council to execute the Mills Act agreements with the below -referenced property owners for the identified structures, subject to non -substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 1 o -1 3 FEBUARY 20, 2018 County Community Funding Inc. *Mayor Pro Tem Martinez dissented on Agenda Item 25E, 25G. APPROVE A MEMORANDUM OF UNDERSTANDING TO PROVIDE GRANT FUNDED NON-TRADITIONAL HIGH SCHOOL DIPLOMA COMPLETION SERVICES AT WORK CENTER {STRATEGIC PLAN NO. 2; 4) - Community Development Agency Workforce Development Board approved recommended action on January 18, 2018 by a vote of 11-0 (Luviano abstained; and Alegre, Lewis, McGowen, Perez, Ruiz, Sanchez, Smith absent). MOTION: Authorize the City Manager and Clerk of the Council to execute the Memorandum of Understanding with Western Educational Corporation, dba Orange County Workforce Innovation High School, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-038). 25H. APPROVE AN AGREEMENT FOR DIGITAL CONTENT HOSTING AND DISTRIBUTION, SUCH AS E -BOOKS, E -AUDIO AND VIDEO STREAMING {STRATEGIC PLAN NO. 5, 4B) - Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Overdrive, Inc., in an annual amount not to exceed $36,000, for the period March 1, 2018 to February 28, 2021, for a total agreement amount of $108,000, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-039). 251. APPROVAL OF VARIOUS HISTORIC PROPERTY PRESERVATION AGREEMENTS (HPPA) (STRATEGIC PLAN NOS. 5, 2; 5, 3) - Planning and Building Agency Historic Resources Commission approved recommended action on January 25, 2018 by a vote of 6-0 (Nguyen and Rush absent) for properties one through four, and a vote of 5-0 (Murashie abstained, Nguyen and Rush absent) for property number five listed below. MOTION: Authorize the City Manager and Clerk of the Council to execute the Mills Act agreements with the below -referenced property owners for the identified structures, subject to non -substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 1 o -1 3 FEBUARY 20, 2018 25J. AMEND AN AGREEMENT FOR PLANNING AND ENVIRONMENTAL SERVICES FOR THE SANTA ANA GENERAL PLAN CIRCULATION ELEMENT UPDATE {STRATEGIC PLAN NOS. 3,2A; 5, 6B) - Planning and Building Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a fourth amendment to the agreement with IBI Group, for a period no longer than eighteen months, from January 1, 2019 through - June 30, 2020, for an additional amount of $15,000 not to exceed a total contracted amount of $751,961, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2018- 045). 25K. APPROVE AMENDMENTS TO ROTATIONAL TOWING AND STORAGE SERVICE AGREEMENTS FOR THE POLICE DEPARTMENT (STRATEGIC PLAN NO. 1, 5) - Police Department MOTION: Authorize the City Manager and Clerk of the Council to approve an amendment to the agreement with Standard Enterprises, Inc., dba To' N' Mo', amending the price for towing and storage services by 2%, based on Consumer Price Index ("CPI") and the Producer Price Index for Petroleum statistics for the greater metropolitan area. The agreement term will remain September 1, 2016 through August 31, 2019 (AGMT. No. 2018-046). 2. Authorize the City Manager and Clerk of the Council to approve an amendment to the agreement with Greater Southern California CITY COUNCIL MINUTES 1 O 14 FEBUARY 20, 2018 Property HPPA No. Address/House AGMT. No. Owner(s) 1. Anthony & 2017-34 2008 N Heliotrope 2018-040 Maureen Dr., (Gabriel Lukaszewki House) 2. Daniel & 2017-35 2140 N. Greenleaf 2018-041 Stephanie St. (Heath house) Schaefer 3. Gia Hoang 2017-37 2009 N. Baker St. 2018-042 Nguyen (Price -Preston House) 4. Jason & 2017-65 918 N. Lacy St. 2018-043 Tabitha Hunter (Taylor -Rose House) 5. Susan L. 2017-66 2140 N. Flower St. 2018-044 Giampietro Butler House) 25J. AMEND AN AGREEMENT FOR PLANNING AND ENVIRONMENTAL SERVICES FOR THE SANTA ANA GENERAL PLAN CIRCULATION ELEMENT UPDATE {STRATEGIC PLAN NOS. 3,2A; 5, 6B) - Planning and Building Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a fourth amendment to the agreement with IBI Group, for a period no longer than eighteen months, from January 1, 2019 through - June 30, 2020, for an additional amount of $15,000 not to exceed a total contracted amount of $751,961, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2018- 045). 25K. APPROVE AMENDMENTS TO ROTATIONAL TOWING AND STORAGE SERVICE AGREEMENTS FOR THE POLICE DEPARTMENT (STRATEGIC PLAN NO. 1, 5) - Police Department MOTION: Authorize the City Manager and Clerk of the Council to approve an amendment to the agreement with Standard Enterprises, Inc., dba To' N' Mo', amending the price for towing and storage services by 2%, based on Consumer Price Index ("CPI") and the Producer Price Index for Petroleum statistics for the greater metropolitan area. The agreement term will remain September 1, 2016 through August 31, 2019 (AGMT. No. 2018-046). 2. Authorize the City Manager and Clerk of the Council to approve an amendment to the agreement with Greater Southern California CITY COUNCIL MINUTES 1 O 14 FEBUARY 20, 2018 Towing, Inc., dba California Tow, amending the price for towing and storage services by 2%, based on Consumer Price Index ("CPP') and the Producer Price Index for Petroleum statistics for the greater metropolitan area. The agreement term will remain September 1, 2016 through August 31, 2019 (AGMT. No. 2018-047). 3. Authorize the City Manager and Clerk of the Council to approve an amendment to the agreement with B&D Towing, Inc., amending the price for towing and storage services by 2% based on Consumer Price Index ("CPP') and the Producer Price Index for Petroleum statistics for the greater metropolitan area. The agreement term will remain September 1, 2016 through August 31, 2019 (AGMT. No. 2018-048). 4. Authorize the City Manager and Clerk of the Council to approve an amendment to the agreement with MetroPro Road Services, Inc., amending the price for towing and storage services by 2% based on Consumer Price Index ("CPP') and the Producer Price Index for Petroleum statistics for the greater metropolitan area. The agreement term will remain September 1, 2016 through August 31, 2019 (AGMT. No. 2018-049). 5. Authorize the City Manager and Clerk of the Council to execute a approve an amendment to the agreement with Hadley Tow, Inc., amending the price for towing services and storage by 2% based on Consumer Price Index ("CPP') and the Producer Price Index for Petroleum statistics for the greater metropolitan area. The agreement term will remain September 1, 2016 through August 31, 2019 (AGMT. No. 2018-050). 25L. AGREEMENT FOR CONTINUATION OF THE "SANTA ANA WASTE FREE DAYS' PUBLIC EDUCATION CAMPAIGN AND IN COMPLIANCE'. WITH AB939 AND AB1826 {STRATEGIC PLAN NO. 5, 2} Public Works' Agency Mayor Pro Tem Martinez, expressed support for the Santa Ana Waste Free days, provide outreach to the community, and directed staff to provide yearly report of statistics and perform outreach Councilmember Solorio, opined that free day should be scheduled during school year; also requested follow-up attendance report. MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with the Discovery Science Center of Orange County, for a three-year period beginning January 1, 2018, through December 31, 2020, in the amount of $135,000 annually, for a total agreement amount of $405,000, subject to non -substantive changes CITY COUNCIL MINUTES AOI FEBUARY 20, 2018 approved by the City Manager and City Attorney. (AGMT. No. 2018- 051). MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Benavides, Martinez, Solorio, Villegas (6) None (0) None (0) Tinajero (1) LAND USE MATTERS TENTATIVE PARCEL/TRACT MAPS Pulido, Sarmiento, 32A. APPROVE TENTATIVE TRACT MAP NO. 2017-03 TO ALLOW A SMALL LOT SUBDIVISION FOR THE TOM'S TRUCKS RESIDENTIAL DEVELOPMENT AT 905 EAST SECOND STREET; 910, 927, 928 & 1000 EAST THIRD STREET; AND 1026 EAST FOURTH STREET - BRIAN HENDRICKS, APPLICANT {STRATEGIC PLAN NO. 3, 21 — Planning and Building Agency Planning Commission approved recommended action on January 22, 2018 by a vote of 4-1 (Alderete opposed, McLoughlin abstained, and Nguyen absent). MOTION: Receive and file. **END OF CONSENT CALENDAR** BUSINESS CALENDAR RESOLUTIONS 55A. ADOPT RESOLUTION AUTHORIZING SALE OF RETIRED SANTA ANA POLICE K-9 {STRATEGIC PLAN GOAL NO. 1, 3A) - Police Department MOTION., 1. Adopt a resolution. CITY COUNCIL MINUTES 16 FEBUARY 20, 2018 10A-16 RESOLUTION NO 2018-011 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE AGREEMENT BETWEEN POLICE OFFICER SAUNDERS AND THE CITY OF SANTA ANA RELATING TO THE PURCHASE OF A POLICE K-9 2. Authorize the City Manager and Clerk of the Council to execute the attached purchase agreement with retired Santa Ana Police Officer Saunders for the sale of a retired Santa Ana Police K-9 in the amount of $1, subject to non -substantive changes approved by the City Attorney and City Manager (AGMT. No. 2018-052). MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Martinez Benavides, Martinez, Solorio, Villegas (6) None (0) None (0) Tinajero (1) Pulido, Sarmiento, 55B. ADOPT RESOLUTION AUTHORIZING PROJECT FOR THE MOBILE SOURCE AIR POLLUTION REDUCTION REVIEW COMMITTEE 2017 CLEAN TRANSPORTATION LOCAL GOVERNMENT PARTNERSHIP PROGRAM {STRATEGIC PLAN NO. 6, 2} - Finance and Management Services Mayor Pro Tem Martinez, commented that program provides opportunity for business community to move to green energy and encouraged City to leverage as much funds as possible. IiUC�fL�7PA 1. Receive and file presentation Reduction Review Committee Partnership Program. 2. Adopt resolution. on Mobile Source Air Pollution (MSRC) 2017 Local Government RESOLUTION NO 2018-012 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING PARTICIPATION IN THE MOBILE SOURCE AIR POLLUTION REDUCTION REVIEW COMMITTEE 2017 LOCAL GOVERNMENT PARTNERSHIP PROGRAM, DELEGATING AUTHORITY TO THE CITY MANAGER TO SIGN ANY DOCUMENTS NECESSARY FOR CITY COUNCIL MINUTES 1 O'11 _A 7 FEBUARY 20, 2018 PARTICIPATION IN THE 2017 LOCAL GOVERNMENT PARTNERSHIP PROGRAM, ACKNOWLEDGING RECEIPT OF THE MOBILE SOURCE AIR POLLUTION REDUCTION REVIEW COMMITTEE PRESENTATION, AND AUTHORIZING THE PAYMENT OF MATCHING FUNDS MOTION: Martinez SECOND: Solorio VOTE: AYES: Benavides, Martinez, Pulido, Sarmiento, Solorio (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Tinajero, Villegas (2) REPORTS 65A. GENERAL PLAN UPDATE AND GENERAL PLAN ADVISORY GROUP (GPAG) ACKNOWLEDGEMENT (PRESENTATION) - Planning and Building Agency Mayor Pro Tem Martinez, thanked staff for comprehensive report. MOTION: Receive and file. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Benavides, Martinez, Pulido, Sarmiento, Solorio (5) None (0) None (0) Tinajero, Villegas (2) 65B. REVIEW AND ADOPT THE 2018 STATE AND FEDERAL LEGISLATIVE PLATFORM AND 2017 SCORECARD {STRATEGIC PLAN NOS. 1, 2, 3, 4, 5, 6, 7) - City Manager's Office MOTION: 1. Review and adopt the 2018 State and Federal Legislative Platform. CITY COUNCIL MINUTES 10 18 FEBUARY 20, 2018 2. Receive and file the 2017 State and Federal Legislative Scorecard. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN ABSENT: 1111:3 4 [aa :_F:7 [i!Lc17 SECOND: Sarmiento Benavides, Martinez, Pulido, Sarmiento, Solorio (5) None (0) None (0) Tinajero, Villegas (2) 75A. PLANNING COMMISSION APPEAL - IMPASSE DECISION ON ENVIRONMENTAL REVIEW NO. 2017-96, AMENDMENT APPLICATION NO. 2017-02 TO CHANGE THE ZONING DISTRICT FOR THE PROPERTIES AT 2056 AND 2058 NORTH BUSH STREET, CONDITIONAL USE PERMIT NO. 2017-29 FOR THE PROPERTY AT 2129 NORTH MAIN STREET, AND VARIANCE NO. 2017-07 FOR THE PROPERTIES AT 2115, 2123 AND 2129 NORTH MAIN STREET FOR A HAMPTON INN HOTEL — NET DEVELOPMENT COMPANY, APPLICANT {STRATEGIC PLAN NO. 5, 3) - Planning and Building Agency Legal Notice published in the Orange County Reporter February 9, 2018 and notices mailed on February 8, 2018. On January 22, 2018, the Planning Commission vote resulted in an impasse (vote of 3:3 Contreras -Leo, McLoughlin, Mendoza dissented and Nguyen absent). The applicant has appealed the decision allowing the entitlements to move forward to the City Council for a final decision. Mayor Pulido opened the Hearing. The following spoke on the matter: • William Diaz, opined addition of hotel may exacerbate criminal activities and figures provided by hotel are not factual. • Jess Evans, expressed concern for project; opined that hotel will negatively affect property values. • Alan Van DeVort, noted lot is presently being used as a parking lot, no parking alternatives provided, project may potentially cause loss of business. • Tanja Olano, opined hotel will impact parking use, negatively affect the health of senior residents; suggested parking study be conducted. CITY COUNCIL MINUTESA O la _A a FEBUARY 20, 2018 • Diane, expressed concern as to lack of parking places neighbor currently have that will be worsened if project approved; allowing hotel will impact safety of youth and need to increase open space in area. • Ellen Diamond, expressed concern as to decision to sell lot without providing an alternative; opined that City Council are not considering objections of the residents. • Max Rollens, noted project has not been thoroughly reviewed. • Dave Elliott, expressed support for item; project will economically enhance City, attract new businesses and create new jobs. • PJ Jahangiri, opined most are in favor of the hotel project, but do not want to lose subsidized parking; decision to sell lot was due to are unsupervised and unmetered parking spaces. • Tommy Mungia, opined hotel project will create many jobs and is a great opportunity for the City of Santa Ana. • John Coil, expressed support for hotel project. • Raymond Telles, supports project - will improve area. • Mr. Dresser, opposed to 2525 Main Street project, but opined that Hampton Inn is a reasonable and appropriate use of land. • Alex Tabrizi, opined hotel project will restrict access and reduce traffic. • Carlos Castenada, expressed concern alley way will be closed, emergency vehicle access will be restricted, and potential for for homeless individuals. • Kevin A. Coleman, noted project will provide access to emergency vehicles and waste vehicles, will reduce traffic, and will benefit City with economic development efforts. There were no other speakers and the Hearing closed. Council discussion ensued. Councilmember Solorio, noted common complaints received by residents are homeless and parking issues. Opined hotel does not operate at full capacity, suggested city-wide parking study, and commitment needed to add metered parking on Buffalo Street. Councilmember Sarmiento, directed staff to provide history of lot; opined that parking is a benefit to the community; expressed support for the project. Councilmember Villegas, expressed support for the project. CITY COUNCIL MINUTES 20 FEBUARY 20, 2018 1 OA -20 Mayor Pro Tem Martinez, noted parking standards are fifty years old and does not properly service constituents across the City; suggested area study since City wide parking study would take 2-3 years. Mayor Pulido, opined any parking study commenced now would be outdated in three years, world is changing rapidly, and supports focused area parking study. MOTION; 1. Place ordinance on first reading and authorize publication of title. ORDINANCE NO. NS -2939 -AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING MITIGATED NEGATIVE DECLARATION ENVIRONMENTAL REVIEW NO. 2017-96, AND APPROVING AMENDMENT APPLICATION NO. 2017-02 REZONING THE PROPERTY LOCATED AT 2056 AND 2058 NORTH BUSH STREET FROM PROFESSIONAL (P) TO COMMUNITY COMMERCIAL -MUSEUM DISTRICT (C1 -MD) 2. Adopt resolutions. RESOLUTION NO 2018-013 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2017-29 AS CONDITIONED TO ALLOW DEVELOPMENT OF A HAMPTON INN HOTEL LOCATED AT 2129 NORTH MAIN STREET RESOLUTION NO 2018-014 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING VARIANCE NO. 2017-07 AS CONDITIONED TO ALLOW THE CONSTRUCTION OF A SIX -STORY 73,322 -SQUARE -FOOT HOTEL AND RESTAURANT WITH DEVIATIONS TO PARKING, FRONT SETBACK, WALL HEIGHT AND SIGNAGE FOR THE PROPERTIES LOCATED AT 2115. 2123 AND 2129 NORTH MAIN STREET MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Martinez Benavides, Martinez, Solorio, Villegas (6) None (0) None (0) Tinajero (1) Pulido, Sarmiento, CITY COUNCIL MINUTES 1 OA-21_nA FEBUARY 20, 2018 Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A. DISCUSS "GIG ECONOMY' AND HOME BASED BUSINESSES — Councilmember Solorio Councilmember Solorio, request that business license forms be re- evaluated and simplified; should be translated into multiple languages; also simply formula to renew business license, form does not communicate different fee structures, and need to forms and fees to accommodate new gig economy. Councilmember Benavides, echoed statements made by Councilmember Solorio; need to be more business friendly. RECESSED CITY COUNCIL MEETING AT 9:40 P.M. TO THE SUCCESSOR AGENCY MEETING AND RECONVENED WITH SAME MEMBERS PRESENT AT 9:41 P.M. *Mayor Pulido and Councilmember Sarmiento noted for the record that they have a potential conflict of interest and left the dais for the duration of the deliberation of the item. They left the meeting at 9:41 p.m. and did not return. 75B. ADOPT ORDINANCE AMENDMENT NO. 2018-01 TO AMEND CERTAIN SECTIONS OF CHAPTERS 40 AND 18 OF THE SANTA ANA MUNICIPAL CODE (COMMERCIAL CANNABIS) TO ALLOW FOR PROFESSIONAL CANNABIS LABORATORY TESTING AND ADOPT RESOLUTION TO MODIFY CANNABIS- RELATED REGISTRATION APPLICATION AND REGULATORY SAFETY PERMIT FEES IN FISCAL YEAR 2017/18 MISCELLANEOUS FEE SCHEDULE —CITY OF SANTA ANA, APPLICANT {STRATEGIC PLAN NOS. 3, 2; 3, 3; 3, 5; 4, 31 - Planning and Building Agency Legal Notice published in the Orange County Reporter February 9 and 16, 2018. Mayor Pro Tem Martinez opened the Hearing. There were no speakers and the Hearing closed. Council discussion ensued. Acting Director of Planning and Building, Candida Neal presented staff report. Councilmember Solorio, opined that new revenue should go to youth projects, need to evolve locally to address other laws, and need for sensitive CITY COUNCIL MINUTES 1 OX-22X22nn FEBUARY 20, 2018 use restrictions; requested exception for mixed zone development or going back to original map. Mayor Pro Tem Martinez, concurred with Councilmember Solorio; testing facility should be exempt and should not be considered as a retail use; do not be nimble with State regulations. Councilmember Benavides, directed staff to provide information of fees charged by other cities. City Attorney Carvalho, summarized direction as follow: include zone map (M-1 and M2 zone), tax rates to be fair and equal to neighboring cities; review RSP consisted with neighbors; changes to be incorporated into revised ordinance to be considered by City Council at future meeting. City Council unanimously agreed to direct staff to include original map and include comments in revised ordinance and resolution that will be considered by the City Council at a subsequent regularly scheduled meeting. WORK STUDY SESSIONS WS -1. DISCUSSION OF THE PROPOSED ACCESSORY DWELLING UNIT ORDINANCE - Planning and Building Agency Candida Neal, Acting Director of Planning and Building presented matter: Background 2003 - California State Legislature enacted AB1866 • "Granny Flat" - Encourage the addition of accessory dwelling units and to remove unreasonable restrictions. • 2003 - City of Santa Ana Adopts Local Ordinance Ordinance No. NS -2629 allowing ADUs to be constructed in residential zoning districts provided development standards were met. • 2017 — California State Legislature Enacted SB 1 069/AB2299 Previous Study Session • City Council Study Session — December 5, 2017 • Utilities/Service Area — Designate areas of the City to permit ADUs • Setbacks —Allow for flexibility in site planning • Parking — Limit off-street parking impacts • Development Standards — Ensure ADUs are well integrated into neighborhoods. CITY COUNCIL MINUTES 1 OX_2 3 FEBUARY 20, 2018 Utilities/Services Criteria • Local agency may designate areas within the jurisdiction of the local agency where accessory dwelling units may be permitted. • The designated areas may be based on criteria that may include, but not limited to: ■ Water ■ Sewer ■ Impact of ADU' on traffic flow ■ Public Safety • Designated areas based on proximity to open space (Santa Ana is open space deficient) • Staff Recommendation: Permit ADUs in all areas of the city provided private open space (e.g., 1,200 square feet of non -front yard open space) is provided on the site. Setbacks • Local agency may include setback standards for new construction. • Rear yard setback of 20 feet currently required in R1 zoning district (updated 2006). • Previous R1 standards allowed for a reduced rear yard setback (10 feet) if 1,200 square feet of non -front yard open space was maintained on the lot. • Proposed ordinance would maintain the current setback • Staff Recommendation: Allow flexibility in site planning by allowing a 10 - foot rear yard setback for detached ADUs, provided private open space and rear yard lot coverage standards are maintained. Parking • Local agency may impose parking standards for ADUs. • However, State law limits the maximum parking required for ADUs to one space. • State law requires parking to be reduced to zero provided ADU: ■ Is located within % mile of transit ■ Is within architecturally and historically significant historic districts ■ Is part of the proposed or existing primary residence or an accessory structure ■ Is located in an area where on -street parking permits are required but not offered to the occupant of the ADU ■ Is located within one block of a car share vehicle • Proposed ordinance would require the maximum amount of parking permitted under State law, in addition to parking required for SFR. CITY COUNCIL MINUTES 24 FEBUARY 20, 2018 1 OA -24 • Staff Recommendation: Limit ADUs to studio/one bedroom to limit potential parking impacts caused by increased number of adults residing at the site. Development Standards Development Standards Permitted Zones Open Space Deficiency Maximum Size Maximum Height AB 1069/SB 2299/AB494/SB229 Shall be permitted on lots zoned for single-family or multifamily use and contains an existing single-family dwelling. May designate areas where ADUs cannot be constructed, including service deficient areas Proposed Ordinance R1, R2, R3, R4, CR, Al, or RE Not permitted in Open Space Deficient areas May permit up to 1,200 sq. 50 % of primary, or 750, ft. whichever is less Local government may implement height limits. Setbacks May impose setback standards for new construction Owner -Occupied May require that one of the units (primary or ADU) be owner occupied Parking 1 space for ADU `unless State parking exemption applies Detached: 15' Attached: Same as primary dwelling Front: 20' or prevailing Side: 5' Rear: 20' Required that one of the units (primary or ADU) be owner occupied (covenant required) 1 space per unit, unless exempt per State The following spoke on the matter: • Mike Tardif, expressed support for proposed ordinance. • Frank Mitchell, opined reason to restrict parking of homeowners are not valid, open space requirement should include driveway space, and need to allow homeowners to have two story units. CITY COUNCIL MINUTES 1 OA-25 FEBUARY 20, 2018 Council discussion ensued. Councilmember Solorio, opined standards are not strict enough, not set in stone, and item in its present form is an acceptable middle ground. Mayor Pro Tem Martinez, opined City Council is moving in the right direction, City has active Neighborhood Associations, and needs call for multi -bedroom homes. WS -2. AFFORDABLE HOUSING FUNDS POLICIES AND PROCEDURES - Community Development Agency Continue consideration of matter to the March 6, 2018 for all members of the City Council to be present and deliberate. COMMENTS PUBLIC COMMENTS • Bob Tucker, expressed support for the library; City stands strong towards diversity. • Logan Crow, support upcoming library program; need to continue with similar programs. • Benjamin V. Cervantes, noted struggle to find resources in the community and extended invitation to the City Council to attend the event. • Mia Collins, addressed the City Council to extend invitation to the City Council to attend the event; the library is an inclusive place that accepts everyone and is a safe place for all. • Michelle O'Valle, expressed opposition to the 2525 Main Street development. 90A. CITY MANAGER'S COMMENTS City Manager Godinez, noted that the City has been nominated for a Green Fleet Award, to be received at Expo in Long Beach in May. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Solorio: • Pleased with City Manager for appointment of Police Chief, Dave Valentin; and • Noted that City Councils continues to work on homeless issues. Councilmember Villegas: CITY COUNCIL MINUTES 26 FEBUARY 20, 2018 1 OA -26 • Congratulated Police Chief Valentin; • Wished all a Happy Lunar Year; and • Thanked Orange County Board of Supervisor Do for welcoming City's input as it relates to homelessness. Councilmember Benavides: • Echoed comments and welcomed new Police Chief; • Welcomed Personnel Services Director and new Homeless Services Manager; • Commented on upcoming event at Library that should be age appropriate and sensitive to all members of the community; and • Support local businesses and shop in Santa Ana, Mayor Pro Tem Martinez: • Highlighted Lunar New Year "Year of the Dog" and Black History Month; • Asked if Council could consider recommendations to fly certain flags throughout the year and not just community members; and • Adjourned in memory of several members of our community, as noted below. ADJOURNMENT -10:53 P.M. - The next meeting of the City Council is scheduled for Tuesday, March 6, 2018 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. Adjourn Meeting in Memory of Margie Richardson, Barbara Lawrence Hill and Ramses "Ramsey" Aguinaga Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS (NO DATE SET) • Planning Commission Appeal of The Madison, 200 N. Cabrillo Park, Dr. • Fiscal Year 2018-19 Budget • Bristol Street Corridor Plan Update • Zoo Master Plan • Policy on Use of General Reserve and Enterprise Funds • Policy on Sale of Remnant Parcels • Ordinance on Non -Retail Cannabis • Amendment to Metro East Mixed -Use Overlay District • Jail Reuse Study • Work Study Sessions: o Cannabis Adult Use ; Mobile Vending Ordinance Implementation; Work Cooperatives CITY COUNCIL MINUTES 1 OA-27 FEBUARY 20, 2018 1 OA -28 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 6, 2018 TITLE: RECEIVE AND FILE PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR FEBRUARY 2018 (STRATEGIC PLAN NO. 5, 1) CITOhANAGER Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER The February 2018 Capital Improvement Program (CIP) Executive Summary (Exhibit 1) provides Public Works Agency activity in alignment with the City's Strategic Plan. The report includes tasks, next steps, outcomes, and percentage completed for each project. The CIP Executive Summary Schedule is available on the City's website at: http://santa-ana/pwa/documents/ExecutiveMonth IVC I PUpdate Feb ruary2018.pdf The following remarks are provided to note significant matters related to CIP projects: The City will be awarding a construction contract for water main replacements within the West Grove Neighborhood. This work will significantly improve the reliability of water delivery and will maintain high quality drinking water in Santa Ana. The existing pipes in this neighborhood are cast iron, and they have been experiencing a number of significant breaks and leaks. These water mains have been identified as a priority replacement. The improvements will also increase water system capacity. If the construction contract is awarded as anticipated, the city's construction team will coordinate with the contactor to provide outreach to all residents and businesses impacted by construction beginning in April 2018. In addition, the residents will receive a minimum 24 hours advance 19C-1 Monthly CIP Executive Report for February 2018 March 6, 2018 Page 2 notice and door hangers for any water service interruption. Construction will tentatively begin May 2018. All the water mains, services, fire hydrants, and appurtenances will be replaced in the neighborhood including Sail Street, Highland Street, Deming Street, Kedge Avenue, Maxine Street, Wisteria Place, Flight Avenue, Ballast Avenue, Crystal Lane, and Lahnaardt Avenue. Warner Improvements/Widening - Main Street to Oak Street Warner Avenue Improvements Phase 1 from Main Street to Oak Street commenced the right-of- way acquisition process in August 2017. This process has led to the first few acquisitions based on amicable negotiations. Three purchase agreements were recently approved by City Council, and four more are being submitted for City Council approval in March 2018. Staff will continue to coordinate with the right-of-way consultants and the property owners and/or tenants to complete the remaining 11 full property acquisitions and 5 partial property acquisitions. The design of the street improvements is now underway as a result of the council approved design agreement with Kimley-Horn and Associates in February 2018. The engineering services will include both Phase 2A (Oak Street to Grand Avenue) and Phase 2B (Grand Avenue to Wright Street) of the project. Installation of 29 New Bus Shelters The installation of the 29 bus shelters has been completed. As an enhancement to this project, graphic panels with safety messaging were recently installed on all new bus shelters, in alignment with the Safe Mobility Santa Ana Plan. Staff is not yet done, and will be researching for grants and /or financing to replace more bus shelters, ultimately leading to replacing all of them. Staff is also looking for ways to provide Wi-Fi access to selected shelters as a demonstration project which would also provide commuters with real time electronic passenger information display signs, and also generate advertising revenue from electronic ads. Seventeenth Street Medians Staff is currently doing research to determine the best approach to retrofitting irrigation in street medians so existing trees can be watered most effectively. Thereafter, bids will be sought to engage a construction contractor to install an irrigation system conversion. Staff has been working with the Environmental and Transportation Advisory Committee (ETAC) to select the location of this demonstration project, and will also look to receive feedback from ETAC upon completion of the irrigation system design. Seventeenth Street will be the pilot location, with improvements beginning at the east city limit (Penn Way) and working east to west. 19C-2 Monthly CIP Executive Report for February 2018 March 6, 2018 Page 3 OC Superblock The County of Orange is in the process of redeveloping the Superblock bounded by Santa Ana Boulevard, Ross Street, Civic Center Drive and Broadway. The first of four phases of the project is the replacement of Building 16 at the north east corner of Santa Ana Boulevard and Ross Street, which had been vacant for decades. The County began demolition of the Building 16 in January of 2017, has completed excavation and is currently building the foundation and structural columns for the new building. As part of the project, the County will be making public improvements adjacent to the new building, on Ross Street between Santa Ana Boulevard and Civic Center Drive. Public improvements will include asphalt paving on Ross Street between Santa Ana Boulevard and Civic Center Drive. The street will be narrowed, existing striping will be replaced, and new bike lanes will be installed on both sides of Ross Street. The new striping will also create parallel parking stalls, which will replace the existing angled stalls. Decorative sidewalk, street trees, and street lights will be placed along the east side of Ross Street, and on the north side of Santa Ana Boulevard. Improvements will also include new or upgrades to storm drains, sewers and water mains. The County has processed a Voluntary Lot Merger to consolidated parcels, and intends to reconfigure parcels through the City's Tentative and Final Parcel Map processes. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. Edwin "William" Galve , P.E. Acting Executive Director Public Works Agency Exhibit 1: CIP — Executive Summary Schedule 19C-3 19C-4 w 1 co O N Q 7 m W '� $ Q QQ55��55��QQQQp4$4p88y8Qp8py8Q�58Q�58R� 2f 628 ipp525g8 �' i 8y '�impm5 Q8Q E Q Q E E QR E6 Q8QQ88858Q�g8q8Q8Q888Q5�8 fONE2p5ti$E 285aE ne p3p obo pSpSSS 8S8N Y VVQQrr N N N � N N N eMi N N „ C = ■ � Gi W u Q u vi b P u a E .13 6 EL N9�q C 4a'Y V r E E O 3e �V MdLa E i ':^ C t'rr '`- 33 3 E E 3 9 N i c a E y a c c B m (ag{ e_ Loo 8 a S e °J 8�3¢ «.H9 c �5 E! 3u'c°o m ccj a` 0 3"in i� X67 ` LLzAN mo o 1 z o 6 0 1 x a a � o 3 S � ? "' " � n ' a n ^n r � m 3 k '° 'o ^ n � A � •^ n n n < n w d < < m v' � z � c n � 3:3 o '3 �w"s;2�d�ka3 ", � C a ^ ., .. m m m A m m p 0 E i= a� of S i c ia= a� � N 0 W V $ X X J E- co W o Y W 0 O � N " ?WmLA a• oI YF Q�¢ $8 08888 8888 8888 88 E 21 E S �� O9 tin rW v. • TW u � �� O N N N W N N e T� N ti N m T N Z O N ti N N H ti n� T T i G Q )t C O T O txs Am` n a_ y Cii S� t �'L r M O V r ` vJ 6 6 6 Y E A E c�i O « m�� V, c�n�� 3„N E'E E o °9 oT” n s 2'i 3 n w g a 8� � t. t'? E e� o f� N r L E z V W E- t; n c Y o R YY s rc E g F o '9 5 C C E w o E G 8 m 3< y q 2 a V A E c c 'vWi m s W 9 R V viz O w N C vi m 3 3 p �+ 3 a a 3¢ a a m i 3 ani m i LF r vg SF a° $ a a` u N E i 0 U O 2 334(. ........ 0 � | ||��/ I_!\ ( m |§!■■2■■■|a■§■ ! ; s;;..��.�.�� I� E � REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 6, 2018 TITLE: APPROVE APPROPRIATION ADJUSTMENT AND AWARD CONTRACT TO MICHELS PIPELINE CONSTRUCTION FOR WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS (PROJECT NO. 15-6447) (STRATEGIC PLAN NO. 6, 1C) 1 C MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award a contract to Michels Pipeline Construction, the lowest responsible bidder, in accordance with the base bid and additive item 18 in the total amount of $2,388,076 for the term beginning upon execution of the contract and ending upon project completion, for the West Grove Valley Neighborhood Water Main Improvements project, and authorize the City Manager and Clerk of the Council to execute the contract subject to nonsubstantive changes approved by the City Manager and the City Attorney. 2. Approve an appropriation adjustment for Fiscal Year 17/18 to recognize $1,404,500 from prior year fund balance in the Water Utility revenue account into the Water Utility Capital Projects expenditure account. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $3,104,500, which includes the contract base bid, administration, inspection and testing, and an authorized contingency of $358,212. DISCUSSION Public Works Water Resources monitors the condition of water main pipelines by assessing critical factors such as history of breaks, pipe size, alignment, location, and system redundancy to determine the replacement priorities. The existing 6 -inch diameter cast iron water main located within the West Grove Neighborhood, installed in the 1960s, has been experiencing a number of significant breaks and leaks, and has been identified as a priority replacement (Exhibit 1). Water system improvements will include a new 8 -inch P.V.C. water main, fire hydrants, water services, and appurtenances. Once this project is completed, water service reliability and general service quality will improve significantly. In addition, the potential for disruption due to water main breaks will be substantially reduced. A Notice Inviting Bids was advertised on November 24 and 25, 2017, and bids were opened December 19, 2017. The bid documents included the Project Labor Agreement requirements as directed for all 20A-1 Award Contract to Michels Pipeline Construction for West Grove Valley Neighborhood Water Main Improvements Project March 6, 2018 Page 2 eligible construction contracts. The following is a summary of the bid invitations made and the bids received: Contractor Participation Data Santa Ana contractors receiving notices 14 Contractors requesting bidding documents 25 Bids received 7 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID + ITEM 18 1 Michels Pipeline Construction Brownsville, WI $2,388,076 2 Stephen Doreck Equipment Rentals, Inc. Pico Rivera, CA $2,586,405 3 Ferreira Construction Company Chino, CA $2,624,711 4 TBU, Inc. Beaumont, CA $2,685,670 5 Big Ben, Inc. Irvine, CA $2,739,280 6 AMPCO Contracting, Inc. Anaheim, CA $2,814,216 7 USS Cal Builders, Inc. Stanton, CA Non-responsive A total of seven bids were received and six bids were considered responsive. Michels Pipeline Construction submitted the lowest responsive bid in the amount of $2,388,076 (Exhibit 2), which is comparable to the Engineer's Estimate of $2,250,000. Staff included bid item #18 as an additive alternate to install bollards (steel pipes) for protecting certain fire hydrants. This line item is reasonably priced at $2,000, which results in a total construction contract of $2,388,076. Based on a bid analysis and a contractor's performance reference check, staff recommends awarding the construction contract to Michels Pipeline Construction (Exhibit 3). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy 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). 20A-2 Award Contract to Michels Pipeline Construction for West Grove Valley Neighborhood Water Main Improvements Project March 6, 2018 Page 3 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project is exempt from future review. Categorical Exemption Environmental Review No. 2015-66 and a Certification of Categorical Exclusion and Statutory Worksheet have been prepared in accordance with the National Environmental Policy Act, and appropriate documentation will be filed for the project prior to construction. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total construction delivery cost of this project is $2,985,096, which includes construction, contract administration, inspection, testing, and an authorized contingency of $358,212. The appropriation adjustment will recognize and appropriate $1,404,500 of prior year fund balance in the Water Utility revenue account and facilitate an interfund budgetary expenditure transfer as follows: Account Number Description Revenue Expense 06017002-50001 Water Utility Prior Year Fund Balance $1,404,500 06017019-68000-66 Water Utility Interfund Transfer to Capital Projects $1,404,500 06617002-59000-60 Water Capital Projects Interfund Transfer $1,404,500 06617647-66301 Water Utility Capital Projects $1,404,500 A total of $3,104,500 will be budgeted and available in the Water Utility Capital Projects Fund (Account No. 06617647-66301), for expenditure in Fiscal Year 2017-2018. Edwin "William" Galy , P.E. Acting Executive Director Public Works Agency EWG/TC Exhibits: 1. Location Map 2. Bid 3. Construction Contract 4. Cost Analysis APPROVED AS TO FUNDS & ACCOUNTS: �r�t � x Francisco Gutierrez Executive Director 3 { Finance & Management Services Agency 1 20A-3 20A-4 ® PROJECT LOCATION EXHIBIT 1 SANTA ANA City Council ��l PROJECT N07.15=6447' PWA 1 Agenda Date WEST GROVE VALLEY NEIGHBORHOOD March 6, 2018 WATER Mfi IfgOVEMENTS 20A-6 CITY OF SANTA ANA EXHIBIT 2 PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: Michels Pipeline Construction, a division of Michels Corporation 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 fiunish 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 Description Qty Unit Unit Price Amount 1 Mobilization and Demobilization to Exceed 5% Total Contract) 1 LS '70,060 �� $ �Or �� (not of 060 2 6" PVC C-900 (Class 235) Waterline per City Standard Drawing 1150 8 LF $ I r�6 $ �6 Q�(( D 3 8" PVC C-900 (Class 235) Waterline per City Standard Drawing 1150 9,800 LF $ I �� $ I I �I l No 4 8" Gate Valve per City Standard Drawing 1410 Anchor Block 19 EA $ ar�00 $ 3zz and 5 1"Domestic Service and Meter Box per City Standard Drawing 1401 242 EA $ D 1rq � 6 Fire Hydrant per City Standard Drawing 1405 and Detail 3 on Sheet WD -01 13 EA $q ( 2 0o $ 119r 600 7 2" Blow Off Assembly and Thrust Block City Standard Drawing 1414 6 EA $3, 3 $ per 8* 8" Vertical offset (type 2) per City Standard Drawing 1413B 2 j EA $ Ll I Foci $ �/ -I r 600 9 Install Cut -in Tee on Existing Pipe per Details on Plans 2 EA $$ 3 ,OOQ r (j00 10 PCC Cross Gutter Replacement 14 EA $ it(Od $ /�r AGO 11 Pre/Post CCTV for Sewer Main and Sewer Lateral 1 LS $ b $ I(), l2oo a-60 12* Additional Trenching Costs to Install Water Pipeline 18"-30" Deeper (Total 54" 120 LF $ / r tDs $ �f04 to 66" cover 13* Additional Potholing 10 EA $ 7t3bb $ 13,OG0 P-1 of P-16 20A-7 CITY OF SANTA ANA PROPOSAL PROJECT NO.; 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS Item Description Qty Unit Unit Price Amount 14* Repair Sidewalk per City Standard 2,000 SF $ $ Drawing 1104 i 6 0 �a d 0 15* Imported Backfill Material 500 CY $ $ I t �Gb r 16* 1" Combination Air Valve Assembly per City Standard Drawing 1415 6 EA $u a $ a �, a I t i1 �7 tl7* Slurry Seal Entire Street Width along Pipeline Alignment with REAS Type 11 220 TN $�G $ I i g0D Ca / 18 Bollards & Appurtenances 2 EA $1,000 $2,000 TOTAL BASE BID (Items 1-17) $ The quantity for this bid item is shown for bid comparison only. Thus bid item shall riot be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. t This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within one -hundred and thirty five (135) working days after the commencement date stated in the Notice to Proceed. • 15 —Working days for exploratory potholing and data gathering • 120 —Working days for project construction The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $2,000 per calendar day. Name of Firm Michels Pipeline Construction, a division of Michels Corporation Signature of BIDDER Kyle Melcher Title General Manager (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-2 of P-16 20A-8 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm Michels Pipeline Construction, a division of Michels Corporation Signature of BIDDER Kyle Melcher Title General Manager (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-3 of P-16 20A-9 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS 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: Michels Pipeline Construction, a divison of Michels Corporation Business Address: 8.17 Main Street, Brownsville, WI 5 3006 Business E -Mail Address: jsolis@michels.us Telephone: (920) 583-3132 State Contractor's License No. and Class: CA - 553612, A C10 C34 License Expiration Date: CA - 1/31/2019 State Dept. of Industrial Relations (DIR) Registration No.: 1000005493 State Dept. of Industrial Relations (DIR) Registration Expiration Date: 06/30/2018 Signed: 14 Lw_� KYIe Melcher Title: General Manager P-4 of P-16 20A-10 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm Michels Pipeline Construction, a division of Michels Corporation Signature of BIDDER /A Kvle Melcher Title General Manager (if an individual, so state) P-5 of P-16 20A-11 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS OWNERSHIP AFFIDAVIT STATE OF QkLIFOR RA WISCONSIN) COUNTY OF 9RANGE DODGE ) SS: CITY OF oAa.'^.A r"c;A BROWNSVILLE) ut4.LG MEL.UE-n — , being duly swom, deposes and says: El INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he/she is a member of the co -partnership firm designated as: and who has been and is duly vested with the authority to make and execute instruments for the co -partnership by: who constitute the other members of the co -partnership. CORPORATION That he is of. Michels Pipeline Construction a division of Mi h Is Corporation a corporation which is making the foregoing proposal: ❑ JOINT VENTURE That he is of.- one f:one of the parties making the foregoing proposal as a joint venture, and the he/she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secure any advantage against the City of Santa Ana or any person interested in the proposed contract, for himself or any other person. Signature of Bidder Subscribed and swo to before me this )S-A day of —'Dpmn1 et, 2011 Signature of officer Administering ath (Notary Public)114 tw"sR P-6 ofP-16 20A-12 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS BID BOND KNOW ALL PRESENT that, Michels Pipeline a division of Michels Corporation , as BIDDER, and Continental CasualtvCompany as SURETY, are held and frmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of Ten Percent of Amount Bid Dollars ($ .10% ), which is ten percent (10%) of the total amount bid by BIDDER to AGENCY for the above -stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH thati whereas BIDDER is about to submit a bid to AGENCY for the above -stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise,it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 19th day of December 20 I7. BIDDER* Michels. Pipeline a division of Miches Corporation 817 W. Main Street, Brownsville, WI 53006 (920-583-1462) By: //r Kyle Melcher, General Manager SURETY* Continental Casualty Company 333 S. Wabash Avenue, Chicago, IL 60604 (800-262-4554) Eitel Subscribed and sworn to before me Christine Eitel this 19th day of December 1 1 2017 Signature: �_.. lm er y R. Holme Notary Public in and for the County of Will State of Illinois Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. am 26A-Ali POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents, That Continental Casualty Company, an Illinois insurance company, National Fire Insurance Company of Hartford, an Illinois insurance company, and American Casualty Company of Reading. Pennsylvania, a Pennsylvania insurance company (herein called "the CNA Companies"), are duly organized and existing insurance companies having their principal offices in the City of Chicago, and State of Illinois, and that they do by virtue of the signatures and seals herein affixed hereby make, constitute and appoint William P Weible, Harriet R Reilly, William Cahill, Kimberly Sawicki, Karen A Ryan, Kimberly R Holmes, Deborah A Campbell, Leigh Ann Francis, Ann Marie Waters, Christine Eitel, Richard A Freebourn Jr, Individually of Lisle, IL, their true and lawful Attomey(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on their behalf bonds, undertakings and other obligatory instruments of similar nature In Unlimited Amounts - and to bind them thereby as fully and to the same extent as if such instruments were signed by duly authorized officer of their insurance companies and all the acts of said Attorney, pursuant to the authority hereby given is hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Law and -Resolutions, printed on the reverse hereof, duly adopted, as indicated, by the Boards. of Directors of the insurance companies. In Witness Whereof, -the CNA Companies have caused these presents to be signed by their Vice President and their corporate seals to be hereto. affixed on this 8th day of September, 2017. ctyensuq(ri ¢ MSUggq,, 4o ara, Continental Casualty Company F-�`Ao National Fire Insurance Company of Hartford ,0101314 ra �a American Casualty Company of Reading, Pennsylvania gra a S MY rl. I9at r /. 1897 � HAa1f� • Paull. Bruflat Vice President State of South Dakota, County of Minnehaha, ss: On this 8th day of September, 2017, before me personally came Paul T. BruBal to me known, who, being by me duly swom, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is a Vice President of Continental Casualty Company, an Illinois insurance company, National Fire Insurance Company of Hartford, an Illinois insurance company, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania insurance company described in and which executed the above instrument; that he knows the seals of said insurance companies; -that the seals affixed to the said instrument are such corporate seals; that they were so affixed pursuant to authority given by the Boards of Directors of said insurance companies and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said insurance companies. ,cam J. MOHa My Commission Expires June 23, 2021 J. Mohr Notary Public CERTIFICATE I, D. Johnson, Assistant Secretary of Continental Casualty Company, an Illinois insurance company, National Fire Insurance Company of Hartford, an Illinois insurance company, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania insurance company do hereby certify that the Power of Attorney herein above set forth is still in force, and further certify that the By-law and Resolution of the Board of Directors of the insurance companies printed on the reverne hereof is still in fore� /I/n ry`es�tim��o�%� whereof I have he unto subscribed m name and affixed the seal of the said insurance companies this —�sVW day of t!�v hFru9..f , y 2��GA8Uq(r` �QO IMSURgMCF �`DMcaxraR� rpaaoagiE CO; v 0 8� rNOaPrORgrro O • Z G $ S IUIY 71; 1997 � HMtfO� � • Form F6853-4/2012 Continental Casualty Company National Fire Insurance Company of Hartford American Casualty Company of Reading, Pennsylvania D. Johnson Assistant Secretary 20A-14 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS LIST OF SUB -CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: 'h% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: %% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the funis listed below: Name 4 AmertLar Aibytlat-f- Name u;}F-20lia-rS License # xpg�j[.io 1_; t. tK License #/Exp. g_,cS- (Sucvcyot i+Gu 5e DIR Reg. #/Exp. 14 pnno i osl / 6 -? n- 1-5 DIR Reg. #/Exp. /=,02)��n Location C,,,.,,„Q (_A Location Xrvrne , CA Phone (9<1I. -i g- -?bov Phone (�)-~.5-yr Type Of Work Pao; n Type Of Work $,�, ,may 15i44-,-,075 Amount $ -( , y ,g g. "^ J,"yAmount $ 1 S . 9 U o • 00 ags,000 •oo Name I' oat Cl,tar Name License #/Exp. ' ap of , r 4 rtg-/f+-3n-Ig License#/Exp. DIR Reg. #/Exp. ( r,p�n 12 /6 -3o -[c6 DIR Reg, #/Exp. License # License # Location Ll- n4co}'- rA Phone I 6;'Q - 4u3 �e3i Type Of Work t<(tor ar'v } s Cor f un Amount $ 1 R ,sob • 0 0 Name ';k v License #/Exp. *t)'3q& /1-5i-aarcf DIR Reg. #/Exp. I a000n88t% 6-30. 1g, License # Location 'Fuc, h l A Phone (?1y)- 63a -q0,4 Type Of Work 5aW ruPk#t9 Amount $ 35-1 cob • do 14 &' `— Signature of Bidder Location _ Phone _ Type Of Work Amount $ License #/Exp. DIR Reg.#/Exp. License # _ Location _ Phone Type Of Work Amount $ P-8 of P-16 20A-15 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS 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. bg p� �aLLtSkt! 'i eocl �sicc, nlcw YUrk Name and Address of Owner. Name and Telephone Number of person familiar with project. �, IDOa,nno on I�cy�uac �' Rckabr,t�o.r•o aS,00a cF o�015 Contract Amount Type of Work oP 4"-s" woks Date Completed rv,w� n 164U'nfot (,hw})f Wuarg- AU4L&r'F!4 Rc00,GS4-ef New yer-L' Name and Address of owner. (Ace5 WY58Uai Issrss) - yaa- P00C? Name and Telephone Number of person familiar with project. a,8yo,o0o.acu )1,7roLF U V-10" wa+er 001-5-- Contract olSContract Amount Type of Work M;rr\ Date Completed 3. C tr 0( MAhiSnh L/f�{r AiSnn W i SL�YC r� Name and Address of owner. Name and Telephone Numlier of person familiar with project. 1, let q, 25 7. oo e9tute f 4elabFywc, tl lco4F _20/6 Contract Amount Type of Work OF 6" t S " Date Completed WaFcr MgirS The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. (AA .,Yp�Yi 90l Wrirrenliditc fao,& S{e. '70a ,51t -TL 6ogU ��9-�/np tibte-y trif'Aiuo.ti 5-00 NCO kreg S+)eel 5f-e.�6o orroY,mr y5lnoQg��K�LKt Yar3 iX'tUS ::C410e{S WakSnn' '160D Ui"6A Llil2giia S SIL 4L7/�� d61PfF%nli Annl GfYi� I (F77) - Sys- 73w P-9 of P-16 20A-16 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. and Address of Owner Name and Telephone Number 3, aag, rn.C'o Contract Amount A -e<' familiar . Aka51'L,K+r, 11,yritr ao,ti Type of Work o V -da " Date Completed waF.r Mar 2• Girt/ nC SGSf��ann � Sa¢�akr,u ('a,.ad� Name and Address of owner. �7Lrr t., kka✓. 3oG1 . /S� - ffG4u 9 Name and Telephone Number of person familiar with project. II. qg3, 8'00 1?eqia11,o0we4w Contract Amount Type of WorkmMg , 4e o Date Completed Name and Address of Name and Telephone Number of person .1213, l96" oy.- 46 'r"mc-1 a6.'" 6F be lenge. 414k.kr �1:5-- Contract .rContract Amount Type of Work c5fect n/a4-er (v4wc �F J�n/ Vrafwt� /r�" 'sSicn %?Pu+nc Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. 1( 9111 137T P-10 of P-16 20A-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that malting a false certification may subject the certifier to criminal prosecution. Signed State of CalifeFnia Wisconsin County of Dodge_ Subscribed and sworn to (or affirmed) before me on this 1 Svt day of 0—An 20)], by proved to me on the basis of satisfactory evidence to be the p sire on(s) who appeared before me C)l Notary Public Signature Notary Public Seal P-11 ofP-16 20A-18 lyptARY CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS NON-DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows; The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. P-12 of P-16 20A-19 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: /� Z v7 Kyle Melcher Title: General Manager Finn: Michels Pipeline Construction, a division of Michels Corporation Date: December 19, 2017 P-13 of P-16 20A-20 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS STATEMENT REGARDING APPRENTICESHIP REOUIRI MENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the California Apprenticeship Council. Signed: /h Kvle Melcher Title: General Manager Firm: Michels Pipeline Construction, a division of Michels Corporation P-14 of P-16 20A-21 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS STATEMENT REGARDING "ANTI -KICKBACK" REOUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he/she is otherwise entitled. Signed: % ��) Kyle Melcher Title: General Manager Date: December 19, 2017 r .,. ISIMM., .� P-15 ofP-16 20A-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No V If the answer is yes, explain the circumstances in the following space. P-16 of P-16 20A-23 CON STATE LICENSETRACTORS 80ARD I " '"•'—`"" ACTIVE LICENSE -.563612 :r CORP ti. MICHELS CORPORATION OSA MICHELS PIPELINE CONSTRUCTION A C10 034 r...a,:..01/3112019 W".csib.ce.gov 20A-24 California Department of Industrial Relations - Contact DIR Page 2 o 2 Export as:Excel I PDF Search Results One registered contractor' found. 1 'Details Legal Name 'Registration County 'City ; Registration i Expiration Number Date Date View I MICHELS CORPORATION, 1000005493 OUT OF STATE BROWNSVILLE ; 05/09/2017i 06/30/2018 About DIR Who we are DIR Divisions, Boards & Commissions Contact DIR Back to Too Privacy Policy Disability Accommodation Site hielp Work with Us ]obs at DIR Licensing, registrations, certifications & permits Required Notifications Learn More Acceso ai idioma Frequently Asked Questions 'Site Map V2.20160101 Public Records Requests You i Conditions or Use Disclaimer Standard Browser Usability Features Copyright cb 2077 State of California https://cftling.dir.ca.gov/PWCIR/Search.atti(20A-25 5/1,1/2017 P -M CONSENT RESOLUTION OF THE BOARD OF DIRECTORS OF MICHELS CORPORATION JANUARY 2, 2017 The undersigned, being all of the Directors of MICHELS CORPORATION, a Wisconsin corporation, pursuant to Section 180.0821 of the Wisconsin Statutes, do hereby consent to the following acts taken without a meeting: RESOLVED: that any of the following elected officers and appointed managers shall have the ability to negotiate and execute contracts and agreements on behalf of Michels Pipeline Construction, a division of Michels Corporation, for the fiscal year ending December 31, 2017, or until their respective successors have been elected and qualified: Senior Vice President Robert C. Osborn Vice President, Central/Eastern Operations Matthew J. Westphal Vice President Major Projects David Bristol Vice President, Western Operations Benjamin G., Nelson General Manager, Estimating & Project Controls Benjamin Ploederl General Manager, Facilities Construction Eric Justman General Manager, Distribution Pete Fojtik General Manager, Central Region Kyle Matcher Assistant Secretary Daniel R. Schwartz Dated this 2nd day of January, 2017. 4 L. M cliels, Dire Patrick D. Michels, Director 20A-26 MAYOR Miguel A. Pulido MAYOR PRO TEM Michele Martinez COUNCILMEMBERS P. David$enavldes Vicente Sarmlento Jose Solodo Sal Tinajero Juan Villages November22, 2017 ADDENDUM ONE CITY OF SANTA ANA 20 Civic Center Plaza - P.O. Box 198.8 Santa Ana, California 92702 wwW,santa-ana.orD CITY MANAGER Raul Godinez II CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Hulzar SUBJECT: PROJECT NO. 15-6447: WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS The following changes/clarifications have been made to the specifications of the subject project: Specifications NOTICE INV ITINO BIDS, Page v: COMMUNITY WORKFORCE AGREEMENT For projects with bids greater than $250,000 for prime multi -trade construction contracts (including all subcontractors) and over $100,000 for specialty contracts (contracts either limited to a single trade or craft or limited to a singular scope of :work), the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA). This project is considered a multi trade contract. The CWA is a pre -hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CWA. The CWA is incorporated by reference in the Construction Contract. A copy of the CWA may be found on the City's website at: http://www.ci.santa-ana.ca.us/pwa/documents/CWA.pdf. All other terms and conditions remain the same. FOR THE CITY OF SANTA ANA Edwin "William" Gall City Engineer Public Works Agency SANTA ANA CITY COUNCIL Mguel A Pulido I MMde Maruium I VioeMasamilento i Jose sdodo j P. Dadd limvldes i Juan Vlllegas Sal Tlre7er. Mayor i Mayor Pro Tem, Ward 2 1 Ward1 Ward i Ward i Wald 5I wad 6 MPardofAsenlaana om i MMdinez(al asanla-ena.am j VSarmienloCdfantaanaora i JSolodoCa"laana.am i DeeneddesrdsaMaann nrn I JVllledasOmda-ana om i STi.lero0sanlo-enaor- . 20A-27 MAYOR Miguel A. Pulldo MAYOR PRO TEM Michela Martinez COUNCILMEMBERS P. David Benavides Vicente Sarmiento Jose Solorlo Sal Tinalero Juan Villages November28,2017 CITY OF SANTA ANA 20 Civic Center Plaza a P.O. Box 1988 Santa Ana, California 92702 714.647-6900 www.santa-ana.om CITY MANAGER Raul Godinez II CITY ATTORNEY Sonla R. Carvalho CLERK OF THE COUNCIL Made D. Huizar w19�� c � �v ADDENDUM TWO, SUBJECT: PROJECT NO. 15-6447: WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS I Notice inviting Bids: Page iv; IS' Paragraph READS: NOTICE IS HEREBY GIVEN that the City of Santa An will receive Bids on or before the hour of 2:00 pm, December 12, 2017 by the Public Works Agency Receptionist; Third Floor (see attached map), 'located at City Hall - Ross Annex, 20 Civic Center Plaza, M-22, Santa Ana, California 92701 for. MODIFY: NOTICE IS HEREBY GIVEN that the City of Santa Ana will receive Bids on or before the hour of 2:00 pm, December 19, 2017 by the Public Works Agency Receptionist, Third Floor (see attached map), .located at City Hall -Ross Annex, 20 Civic Center Plaza, M-22, Santa Ana, California 92701 for. BID PROPOSAL: Page P-2 OF P-16; Bid Item 15* - Description READS: Imported Backfill Material MODIFY: Imported Backfill Material (Trench Zone Backfill only) DEFINITION OF BID ,ITE MS: Page 3 OF 4; *Bid Item No. 15 — Name Description READS: Imported Backfill Material MODIFY: Imported Backfill Material (Trench Zone Backfill only) I SANTA ANA CITY COUNCIL Mjuel A Pulido Mtliele MaMMZ Vicente Sarmiento Jose Solarlo P. David Benevides Juan Wlegas Sal Tinalaro Mayor Mayor Pro Tem, Ward 2 Ward t Ward 3 Ward 4 Ward 6 Ward 6 mwlidoawla-anaorg 6.88(.ez(nsa nla-ana.ora ysarmae ienloganla-anaam d n=- a tl�enaNdesCdsantaana era ivillegas(dsanloamvom glinaierMdsanta ann om 1 I All other terms and conditions remain the same. FOR THE CITY OF SA A NA ' E wm "William" Galvez, P. . City Engineer 2 SANTA ANA CITY COUNCIL Migud A. Pulido a4diele Moron. Noente Sannlento Jose Solari. P. David 6enavides Juan Vilegas Sal Tnejero Mayor Mayor Pro Tam. Ward 2 Ward s Ward 3 Ward 4 Ward 5 Ward S moMdotPsanta-an,n,g MmadinezCNsama-ana.oro asarmiento',atsanldonaoro X51 _- a. dheri,ddes0santa-ana,om Mlleoas(4santaana om W.Meranse,na-enabrg MAYOR Miguel A. Pulldo MAYOR PRO TEM Michele Martinez COUNCILMEMBERS P. David Benavides Vicente Sarmlento Jose Solorio 'Sal Tinaiero Juan Villegas December 6, 2017 ADDENDUM T) TREE CITY OF SANTA ANA 20 Civic Center Plaza • P:O. Box 1988 Santa Ana, California 92702 714-647-6900 WW W.santa-ana org CITY MANAGER Raul Godinez II CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar SUBJECT:- PROJECT NO. 154447: WEST CROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS WATER MAIN POLYVINYLCHLORIDE (PVC) PRESSURE CLASS - CLARIFICATION: :Contract Specifications; Section 7.10 Polyvinyl Chloride (PVC) Water Main and Appurtenances Page 51; Third paragraph, first sentence READS: Tlus work shall include constructing AW WA C900-97, Class 235 DR14, PVC Water Main, and appurtenances complete and in place, of,the size and class, and to the alignment and grade as indicated on the plans. MODIFY: This work shall include.constructing AW WA C900-16 "Polyvinyl Chloride (PVC) Pressure Pipe and Fabricated Fittings", Class 305 DR14, PVC Water Main, and appurtenances complete and in place, of the size and class, and to the alignment and grade as indicated on the plans. Contract Specifications and Construction Engineering Plans and City of Santa Ana Standard Plans There is a pressure pipe class clarification throughout the documents. See items below • Bid Proposal Page P-1 of P-16; Bid Item Nos. 2 and 3 • Definition of Bid Items Page I of 4; Bid Item No. 2 and No. 3 • Engineering Construction Plans Construction Notes I and 2 (All sheets) • City of Santa Ana Std. Plans (Water); 1400-1442 READS: (Class 235) and or Class 200 REPLACE WITH: (Class 305, DR 14) I oft SANTA ANA CITY COUNCIL Uguel A. NO& Kichela Martinez vicenle sa ndenlo Jose Sdado P. David eena does Juan Villegas Sal Tinajero Wpr Mayor Pro Tan, Ward 2 Ward a WaN 3 Ward 4 Ward 5 Ward 6 mDWldoTsanla-ma ora mlmartineziilsantaana era ysarmlenloG2sanla�ana ora rio sa a=a dhenavldeiussnnta-ana.aro ivilleaasissnta-ana ara 5fna[erNolsantamna 0ro O All other terms and conditions remain the same. FORT-HEQITY O SAN A ANA dwin "William" G lvez, City Engineer 2of2 SANTA ANA CITY COUNCIL Miguel h Palldo Michele Martinez Vicente Sarmienfa Jose Solaria P. David Benmadas Juan Villages Sal Tmajero Mayor Mayor Pro Tem. Ward 2 Ward 1 Ward 3— Ward Ward d Ward 5 Ward 6 moNidofivsanlnwna.om mimartinez,'asanta-en:f.oro vaarmlemo.^nsanla-anaoro ��` aftV� dbenavides,,&,mda-ana.oro ItilleoasriJsama ana.cro sllnaieraasnma ananrn 'Proprietary Information Enclosed. Contents of this proposal are not to be disclosed to any party other than those associated with qua}fication evaluation, without the express written conseml, of Michels Corporation.' 20A-32 'aU3, U G-2 MICHELS 0 www.michels.us �o d December 19, 2017 Public Works Agency Ross Annex — 3rd Floor 20 Civic, Center Plaza Santa Ana, CA 92701 RE: West Grove Valley Neighborhood Water Main Improvements, Project No. 15-6447 Sir or Madam: Michels Pipeline Construction, a division of Michels Corporation, would like to extend its appreciation for the opportunity to provide a proposal for the West Grove Valley Neighborhood Water Main Improvements Project. Please see our completed Bid Proposal, as well as supplemental information for your review. If you have any questions or would like to discuss our proposal in further detail, please feel free to call John Solis at (909) 273-5808 or jsolis@michels.us. Thank you. 'Sincerely, fo Kyle Melcher General Manager Table of Contents A. Bid Proposal B. State License C. CA Department of Industrial Relations Registration D. Consent Resolution E. Reference List CITY OF SANTA ANA EXHIBIT 3 CONSTRUCTION CONTRACT PROJECT 15-6447 WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS This CONSTRUCTION CONTRACT is made and entered into this 6h day of March, 2018 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and Michels Pipline Construcion, a divison of Michels Corporation (hereinafter "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 workmanlike manner and to the satisfaction of the City Engineer of the CITY, the West Grove Valley Neighborhood Water Main Improvements Project (hereinafter referred to as the "WORK OF IMPROVEMENT') identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Community Workforce Agreement • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK,. OF IMPROVEMENT the sum total amount not to exceed Two- Ilion Tliree:.Hundred=BightLy=eig'ht- Thousand, Seventy-six Dollars and No Cents, as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. rev. 09/01/2017 20A-35 Page 1 of 3 4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. If applicable, the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA), a pre -hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CWA. The CWA may be found on the City's website at: http://www.santa-ana.org/pwa/documents/CWA.pdf 7. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, famish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. // 20A-36 Page 2 of 3 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: n JC6N FUNK Assistant City Attorney FOR APPROVAL: FREI)TWOUISAVRIUM � Executi--vee Directbr— CITY OF SANTA ANA RAUL GODINEZ II City Manager CONTRACTOR: Michels Pipline Construcion NAME: TITLE: Page 3 of 3 20A-37 20A-38 COST ANALYSIS CONSTRUCTION OF THE PROJECT NO. 15-6447: WEST GROVE VALLEY NEIGHBORHOOD WATER MAIN IMPROVEMENTS Construction Contract $ -288;076:00• Contract Administration $ 168,212.00 Inspection and Testing $ 190,000.00 Contingencies $ =`358;2=12:00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 3,104,500.00 EXHIBIT 4 20A-39 20A-40 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 6, 2018 TITLE: APPROVE AGREEMENTS WITH PACKET FUSION, INC AND TPX COMMUNICATIONS FOR VOICE COMMUNICATION SERVICES AND APPROVE AN APPROPRIATION ADJUSTMENT {STRATEGIC PLAN NO. 7,5a, 5e} E_ 0_� __ I MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: F_177;Ci��/�I• ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve and authorize the City Manager and Clerk of the Council to execute the attached Agreement with Packet Fusion, Inc., for the implementation, support, and maintenance of a citywide phone system for a three-year period beginning March 6, 2018 through March 5, 2021 with an option for one two-year renewal for an amount not to exceed $1,119,500 which is comprised of the sum of $757,000 for one-time costs, a 15% contingency of $112,500, and five years of annual support totaling $250,000 over the life of the agreement including any extension periods, subject to non -substantive changes and approved by the City Manager and City Attorney. 2. Approve and authorize the City Manager and Clerk of the Council to execute the attached Agreement with TPX Communications, Inc., for PRI lines for a three-year period beginning March 6, 2018 through March 5, 2021 for an amount not to exceed $80,000 over the life of the agreement, subject to non -substantive changes and approved by the City Manager and City Attorney. Approve an Appropriation Adjustment recognizing $152,000 from prior year fund balance in the Public Works Administration & Planning revenue account, and appropriating the same into the Public Works Administrative Services expenditure account. DISCUSSION The City currently has a legacy PBX telephone system, based on older technology, that supports 22 City locations. The existing system has become obsolete and cost -prohibitive to use and expand. It was last upgraded in 2005; support for the system ended in September 2010. Over the past 20 years, the telecommunications industry has migrated to a newer technology called Voice over Internet Protocol (VOIP). This newer technology routes voice communication over an organization's data network and the internet cVff yn using analog lines and the public switched Agreements for Service for Voice Communication Services March 6, 2018 Page 2 telephone network (PSTN). By converging voice and data, telecommunication vendors have been able to provide additional functionality, while also reducing costs. Examples of the new functionality that will be available with a new system include Unified Communication (tying together instant messaging, presence, video calls, and voicemail), soft phone clients on computers, smartphone apps that control your work extension, and advanced conferencing. The newer phone systems focus more on software and less on the hardware, allowing for upgrades without replacing hardware. In addition, the built-in administration capabilities make the system easier to manage than the legacy PBX system. The City is planning a phased migration from the old system to the new system over the course of several years. The initial phase will include the Public Works Agency, the Work Center, and some select areas in City Hall. The system will be integrated with the older system so that both systems can co -exist until all lines have moved completely off of the older system. Future phases will occur as funding becomes available within individual departments and through cost savings. In order to utilize the new phone system, the City needs to upgrade from legacy copper Plain Old Telephone Service (POTS) trunks to newer Primary -Rate Interface (PRI) lines. The City currently has PRI trunks at the Police building but not in City Hall or at the Work Center. PRI trunks, which have been around since the 1990s, provide good call quality of service, can provide information such as caller ID, and will cost less than the current trunks. Cost and Savings In addition to providing the City with new telephone functionality, migrating to the newer technology will not only help the City avoid the increasing costs of maintaining an obsolete system, but the City will actually reduce costs in several areas. Once the new system has been rolled out completely, the cost of licensing and support will be reduced by more than 66%, or approximately $115,000 annually. Also, replacing the City's existing phone trunks with PRI trunks will reduce telecom costs by 43%, or approximately $14,700 annually. Finally, the City will be able to eliminate 10 AT&T T1 lines altogether, saving another $20,240 annually. Overall, the annual operating cost of the new system will be approximately $149,115 less than the cost of the current system. The total one-time, non-recurring costs to fully implement the entire system will be approximately $757,000 with a total payback in approximately five years. The requested authorized amount of $1,119,500 includes $757,000 for one-time costs, a 15% contingency of $112,500, and five years of annual support totaling $250,000. The Cost for the first phase will be $320,208.25. Request for Proposals On October 11, 2017, a Request for Proposals (RFP No. 17-119) for a VOIP Telecommunications System and Professional Services was released. The RFP requested respondents to propose solutions to: upgrade or replace the City's antiquated phone system, replace the City's voicemail system, replace existing POTS trunks with PRI trunks, and integrate the new systems with the existing system so that the City can implement the new systems using a multi-year, phased implementation approach. 20B-2 Agreements for Service for Voice Communication Services March 6, 2018 Page 3 Eleven proposals were received. They were subsequently reviewed by a five -member committee comprised of staff from the Information Technology Department, Public Works Agency, and the Planning and Building Agency. There were two phases in the selection process. In the first phase, the committee reviewed all of the proposals and selected the top three firms to move on to the second phase based on the following criteria: firm/team qualifications, project approach/plan, system functionality, cost effectiveness, and references. The proposals were ranked as follows: Rank Firm Proposal out of 500 1 Packet Fusion 454 2 Intel sisOne 436 3 Blue Violet Networks 400 4 NEC 347 5 DTC 346 6 NIC Partners 331 7 Kelso Partners 330 8 Frontier Communications 327 9 NetX erts 299 10 Telecom Enterprises 266 11 Jive Communications non responsive During the second phase, a nine -member committee comprised of staff from the Information Technology Department, Public Works Agency, Planning and Building Agency, City Manager's Office, Finance Department, and the Police Department participated in vendor presentations and system demonstrations. The committee evaluated firms based on the following criteria: system features, phone options, partner experience, ease of administration, and cost. The firms were ranked as follows: Rank Firm Proposal out of 155 1 Packet Fusion 155 2 Intel sisOne 146 3 Blue Violet Networks 102 The proposal submitted by Packet Fusion was found to the be most responsive to the City's needs, provides the best value, and is appropriate for the services requested. Packet Fusion has done business with more than 40 California cities, including the cities of Orange, Tustin, Santa Clara, Santa Rosa, San Luis Obispo, Manhattan Beach, and Simi Valley. Packet Fusion's strong qualifications, experience, technical capabilities, and effective implementation plan will provide a flexible and cost-effective replacement to the City's phone system. PTO Agreements for Service for Voice Communication Services March 6, 2018 Page 4 To obtain the best pricing on PRI trunks, the Information Technology Department worked with a Telecom Broker, Shamrock Consulting Group, to obtain quotes from all of the local carriers that can provide PRI trunks. The following quotes were received for five PRI trunks and 3,100 Direct Inward Dialing (DID) numbers: Rank Carrier Monthly One -Time 3 Yr. Total 1 TPX Communications $1,616.15 Waived $58,181.40 2 Spectrum Business $1,900.90 Waived $68,432.40 3 Utility Telephone $1,908.25 Waived $68,697.00 4 Windstream $1,963.50 Waived $70,686.00 5 AT&T $1,729.24 $11,202.25 $73,454.89 6 Level 3 Communications $3,170.00 Waived $114,120.00 7 Airespring $3,364.90 Waived $121,136.40 In addition to the PRI trunk costs, long-distance charges will also apply. The requested authorization amount of $80,000 includes budget for the estimated long-distance charges and applicable taxes. Based on the quotes, TPX Communications was selected as the preferred vendor to provide PRI trunks. 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) and Strategy E (Identify best practices and opportunities for process improvement and automation across City departments). FISCAL IMPACT The estimated cost for the first phase of this project is $320,208.25. Funds totaling $168,135.28 are already budgeted and available in the following areas: $143,160.72 in the Information Technology account (No. 10920140-62010) and $24,974.56 in the Community Development Agency account (No. 02518820-62300). The remaining $152,072.97 will be available for the Public Works Agency's share upon approval of the recommended appropriation adjustment recognizing $152,000 from prior year fund balance in the Public Works Administrative Services revenue account (No. 10117002-50001) and appropriating the same amount into the Public Works Administrative Services expenditure account (No. 10117601-62300). Agreements for Service for Voice Communication Services March 6, 2018 Page 5 Funds for the duration of the contract period will be included in various departmental Communications account (no. 62010) and through savings realized in Information Technology Fund 10920140-62010 from cost reductions. APPROVED AS TO FUNDS AND ACCOUNTS: Jacl iulla Francisco Gutierrez Chi Technology and Innovations Officer Executive Director Information Tech nolo_qyDepartment Finance & Management Services Agency Edwin "William" GaP.E. Robert Zur Schmiede Acting Executive Director Acting Executive Director �J Public Works Agency Community Development Agency Exhibits: A. Agreement with Packet Fusion B. Agreement with TPX Communications rl- rI- AGREEMENT TO PROVIDE VOICE OVER INTERNET PROTOCOL TELECOMMUNICATION SYSTEM AND RELATED SERVICES THIS AGREEMENT is made and entered into this 6th day of March, 2018 by and between Packet F usici ;` '-Inc, a -California corporation (' Consultant's, and the City of Santa Ana, a charter city and micippala corporation organized and existing under the Constitution and laws ofthe State of California C'City'j. A. On October 11, 2017, the City issued Request for Proposal No. 17-1199bywbich it sought a vendor to provide a Voice over Internet Protocol ('Noll'') Telecommunication System and related professional services. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the equipment and services described in the scope of work that was included in RFP No. 17-119. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services preformed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter sot forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shell provide the equipment and services that were described in the scope of work that was included in RFP No. 17-119 and as firther delineated in Consultant's proposal, which is incorporated in fall as though finny set forth herein. Specifically, Consultant shell supply the equipment and services itemized in Exhibit A, including without limitation devices, licenses, installation, implementation, maintenance, and support. City shall have the right tocegaest,inwritiap changes in the Scope ofServices. City shall also have the right to purchase additional equipment and services for the term of this Agreement at prices equal to those in effect at the time this Agreement is executed. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibits A. The total amount to be expended during the term of this Agreement, including any extension periods, shall not exceed $1,119,500. This slim is comprised of the following not-to-aroeed amounts: Initial Purchase of cnt and Services .$307,000 Additional Equipmentand Services $450,000 Five yews maintenance $250,000 Conftency $112,500 Page i of 8 Exhibit A 20B-7 b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. This Agreement shall commence on the date fust written above and continue until March 5, 2021, unless terminated earlier in accordance with Section 16, below. The tern of this Agreement may be extended for one 2 -year period upon a writing executed by the City Manager and City Attorney. 4. PREVAELING WAGES Consultant is aware of the requirements of California Labor Coda Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, at seq., ("Prevailing Wage Lowe'), which require the payment of prevailing wage rates and the performance of other requirements on `Vublio worlm" and `Smaintmmce" projects. If the services being performed are part of an applicable "P biio wort" Or "maintenance" protect, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, offices, employees and agents free and hermlen from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entre tam of this Agreamcu4 be construed to be an independent contractor and not an employee'of the City; This Agreement is not intended nor shall it be constraod 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 aha the subjectmatter ofthisAgreement; however, the services to beprovided by Consultant shall beprovided in a maoaer consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSEV OF MATERIALS This Agreement creates a non-exclusive andperpetoal license for City to copy, use. modify, reuse, or sublicense any end all copydgbts, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or wcz4 n of mrthorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which aro prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data'). ConsulUmt shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual lieease for any Documents & Data the subconhwbor prepares under this Agreement. Consultant rerreserts and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not Page 2 of 8 20B-8 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 ibis Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insureds) and shall include, but not be limited to protection against clauns arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City, and (c) contain standard separation ofinsuteds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consuitent, if Consultant has any employees, is requited 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 then $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. a The following requirements apply to the insurance to be provided by Consultant pursuant to this section: L Consultant shall maintain all insutaum requited above in fall force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved by the City. in. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement Page 3 of 8 20B-9 f, If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procurad and is in force and paid tbr, the City shall have the right, at the City's election, to forthwith terminate this Agreement Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval ofi nsurence by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its ofI'iceka, agents, employees, contractors, special counsel, and representatives from liabilityo (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 ofthe Consultant, its subcontractors, agents, employees, or otherpersons acting on its behalfwbich relates to the services described in section 1 of this Agreement; and (2) from any claim that personal infra , damages, just compensation, restitution, judicial or equitable relief is due by reason of the tam of or offeeb arising from this Agreement This Indemnity andhold 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' 04 or effects, arising from this Agreement The Consultant further agrees to indemnify, hold harmless, and pay all costs forthe defense of the City, including fees and costs for special counsel to be selected by the City, regarding cry action by a third party challenging the validity of this Agreement or asserting that personal igjury, damages,just compensation, restitution, judicial or equitablereliefdue to personal orpropertydghts arises byreason of the terms of; or effects arising from this Agreement Citymay make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services aka subjed'to Civil Code Section 2782.4 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 willfirl misconduct of the Consultant. 9. UMLLECrUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costa, for infringement of any [United States' letters patent, trademark, or copyright infriugemmt, including costa, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement Consultant aball madatain 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 ofthree(3) years, or for any longer period required by law, from the date offmal payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant Shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Page 4 of 8 20B-10 Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement 11. CONFIDENTIALITY If Consultant receives from the City information which due to the netare of such information is reasonably uademstood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such infommation except in the perfarmanca 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 transf=ed orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law, or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement 13. DISCREWINATION Consultant shall not discriminate because of race, color, arced, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant arms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between thetezms ofthis Agreement and any attachments hereto, the terms ofthis Agreement shall prevail. This Ageementmaynotbe modified exoeptbywritten instrument signed by the City and by an authorized representative ofConsultant The parties agree that any terms or conditions of anypmchase order or other insttutneat that are inconsistent with, or in addition to, the terms and conditions hereot; shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page S of 8 20B-11 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any ingest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement maybe terminated bythe City upon thirty (30) days written notice oftennination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement 17. WAIVER No waiver of breach, fail= of any condition, or any right or remedy contained in or granted b the provisions of this Agreement shall be offeedive unless it is in writing and signed by the party waiving the bmwA failm+e, right or remedy. No waiver of any breach, failure or right, or remedy abet] be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall say waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION. VENUE This Agreement has been executed and delivered m the State of Califomia and the validity, interpretation, performance, and enforcement of my 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, Califom* shall be the venue for my action or proceeding that may be brought or arise out of, in connection with or by mason of this Agreement 19. PROFESSIONAL LICENSES Consultant shall, ffirougbout the term of this Agreement, maintain all necessatylicenses, permits, approvals, waivers, and exemptions necessary for the provislon of the serview hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other govammental agencies. Consultant shall notify the City immediately and in writing of ire inability to obtain or maintain such permits, Homes, approvals, waivers, and exemptions. Said Inability shall be Page 6 of g 20B-12 cause for termination of this Agreement 20. MISCELLANEOUS V. Each undersigned represents and warrants that its signature herein below bas 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 foes, 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. 21. 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 claw or certified mail, postage prepaid, or smtby fax or other teleg rapbic communication In the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 'Fax: 714 647-6956 With courtesy copies to: Chief Technology Innovations Officer City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92701 TO Consultant: Packet Fusion, Inc. 4637 Chabot Drive, Suite 350 Pleasanton, CA 94588 . Atte: 'YTr A party may change its address by giving notice in writing to the other petty. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shell be affective or deemed to have been given threa (3) days after it has been deposited in the United States marl, dulyregistered or certified, with postage prepaid, and addressed asset Earth above. If sent by Page 7 of 8 20B-13 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 tnusanitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Raul Oodinez II Clerk of the Council CityManager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By John Funk Assis1rant City Attorney FOR APPROVAL: Jack Ciulla Chief Technology Innovations Officer Page 8 of 8 20B-14 PACKEfWON :�r, veer:cec�tip��n��• E mwNG voicE a oArA ro GErRER Proposal For: Exhibit A Presented by. Paul Peacock, Senior Account Executive 2/1512018 5horeTel' Platinum Champion Partner 4WrMW We*v SE JoFlsaWS OA Boase VZMTP71P7014 W m: 192s7 701-2= 20B-15 PRICING OVERVIEW City of Santa Ana PAC"USION aasaa®cee�eeaeeea@® 2/1512016 CITY HALO ROSS ANNEX (INCLUDES NEC INTEGRATION FOR COMPLETE: $ 23,825.05 CITY YARD $ 6,008.50 WORK CENTER $ 4,878.50 ADDITIONAL VOICEMAIL FOR ALL USERS $ 45,649.75 POLICE $ 22,360.18 USER DEVICES AND LICENSES $ 167,015.03 TOTAL INVESTMENT (PRE ESTIMATED 5&H AND SALES TA1p $ 289;587.01 CA Tex Est. S&H Estimate $ $ 10,169.73 3130.72 TOTAL-, INVESTMENT (WITH ESTIMATED $&H AND SALES TAX) $ 282;837:46 3 YEAR PREMIUM PARTNER SUPPORT $ 37 370.80 TOTAL -,INVESTMENT (WITH 3 YEAR PAID ANNUALLY SUPPORT)_ '�; 32008:25. 'All Job Changer Orders Are Billed In full, PACKETMION gShoreTel I@100%). Upon Delivery ofEqulpment "'°c000coseoosoaec 20B-16 - ^ --- o�unse% mvmm er<mremrecwe oaama e.ww pw}Re ®enlelinrhlLLeea fiMa.kw/Cmpt OrftlNYJANl.NdILLO• Locox M=Ha'9Rm Ameibnchdar NEC furmovill"04 00.RR — -Fm � mI was F"s oamEFIVIN Inim SHO -10525 500101 Vda SwrAh BT100D&1U1Q-Y1.KaCIFIDW Rq$Camut S kloo.00 I i 193=M 7 1 6X040628 600111 lVoEm 6wbh MCO. tU 12W. UmXw.500FPhonea. Conned S 10,0020 1 $ 1o190000 4 SMK S rTIK Loaned to d6amoAnt 1 SHOW ShorgWIFUIVAIN41APPUBM i S 1 CORF VM=l Codenlna&Id 1 VOSILITY - -VbbW ftbMV Rade 1 1 RMF4. 670001 OF Materiel SentPatCh PUAk IP PenearSMp. 1608 USB UM Cable $ 45020 S 150.00 4 6X0.10223 510258 19'Re RickSWFoi% USImumptrUalts S 11520 1 49020 1 SHDLEO Shoretal urtl Lowey PoXkftmdm OncluM Na S 4 KENT I NEAX24WB01PRCud MandloG ofBarOa A04S ' E4ulPnpnlSUCaW S 20d10A0 iYi1„ u�eaereeen.r. to tsumbolyown { 4ANAO f Year Pmelmo PaMerSu - NeAdvenced Repbmnpd dPhmrea S 9 57M SCREW i 78,77725 6""1", E ul 1PFIWeount 00 - TOTAL BNESISIENr as BBH NIA •.vtb�apeo�btNCCtle.�tcrepmA�a'&m/Aw1�+ - ' IDatlnwpW �bnwlFtdGitmNb'�h9eM1�i 'wr,,,,,roey�ryr.mrwmrrw.omredas�mwe Nm�Rm3ae,am.zm(n.WawrnaR �aemm.. CATaEtt $ 1,M.75 'o�.u�¢ticwammMp'rwaard�m000s.ar+w..a>wd.umtr�afaaew+aw,r+mdaL BW ESOmaY WAS "m 95h=Tel' 20B-17 .PioJadl*Mflon _ _. - _: _. _ ._ C Bpm comm ammlaaata mimes mzmmttCamt mrrrrv,Puwmu P*} 6Mrdtllntmimn a Ca/d9mteaml.Yd CWIa lcwftaAftml ayTw Clfyyafd- mY 1051 FAf duwma FM RD= . 1 SHP10621 500097 Vola Swbh5760 IUIIZM.k1aq'60IPPh.4An SSIPT 4AOTdt, aConnd 2 MOM f OOOAO 1 5%0.10725 Sm104 Volo WCh ST1000A, 1U M.•W. muca OOIPPhAArtEat„165W1tk,9b T 101 T llE1 Correct 2 1,10010 I 2 6100A0 1 5x0.90014 200002 AddRlonal5b Homo 5 49610 15 496.00 1 VDF-S 110000 NOF NabtH1 Port Pahb PmreJ Wit hi alntad hon 15050 3 160.00 1 END-laM a10256 19'Ne1a Back abU rot% USbon ui UnRe 11550 117,00 EgalpmaABvhfohf i AAAOLO eid.. InabO■UCnl7nktklg { 1YwPnmlumthdmr$u rt•No Adannd cmnmC7Photm MOM I'D:: 5 9,190.70 6hotetdE 1PFI WConntT61 TOTALlNYt9TUQ4f f NNOThmWd 910:69 •/akd mcq�OdSh (/CQyal�Ib14I✓� Wm dJkryd� •Tb daapW da.eolfa$l.tmotldj:Mdspr. •mm�rbamrjar,..mrom.emar.ac.eewutuw„r�xw ta*tammOE rOdrtaati. u,m�era.. CATuEffL 6 27209 'o• ab�cbmtaamn6,w/tetWeawsCeuaas.,eFr ecnm.o.s ur�texv e.bonPau+. SM Esfhnah 3 91.29 —!TOTALIMMMW btTa.SiHlnd i-_- '"A71" .»;;» w ! @S9m1MeTef pKilauge PmjgdWOMISUon --- — Q�Dme mvmia vv-m�emismse w.r.ra o�ts>Ir+m v,q,a am.wm.wsuaa ae,� �ae.aM.tiaam lovWYMdas Wgktenfa oie�ro M womamer mY...-..PBme Pat DENROMM IDEM I Stw`I05I3 30mm %rcWv lom5MOpa%IUIraw.MuCnp:looMPMAnEx%;3Mr*,MnTrkIDIgTWiE1}Re�ryCCnneq g4"OSUMO 495M 1 01DF`S 590000 MDF6leOM(2AFortPetohPumIWMP�emlmtedkv*=4 MA0 1 SMI0717 010255 IV"RnkShalrFcr% UShomplfUnM IIS.0O Equlpmmd8ubtDW i wx m.dnt»�wr.em IDaUEed0nlThdnin8 E I YwPrc*M Pubw8uppoil.No Advamed Realacernat clPhmn S B&TOW $ 6dondel 1 PFl Dlecount 5,B80A0 720M 7,300.70 TOfALINYE9TNEIR A88NROTIMW E Mon •A9aA (Sapp CnbY(JGC1J neagdM(1�ggmRevrd�y4mnt `tt+@w 9xle dm d h*N 4m w3Y{g40o'syn •Cmmmrrowry•r�strmro�.4SN>eetinmtnvdt name+am Manntnt4l�(gavaewn ua3+e+.tm...� •ocamaro.C/E3smbm'M1M'l�a�a�!¢�uhOC3'MRmmBv-[umeermmctrnnomoe0aa� CATs ER S 68R Fat 185.28 7129 - - - TOTAL'IN4MENT Min+88H IncWd :-. 075.OI: @Sh,oreTel M 20B-19 - lbdmms0on - _ _ - - - - o.a4m aamo owmmmLtm mvmte rraoleoasmst �� ,�� ny.a ta�.rina.o.mn t�.o�.x,va ayae.�s,wr�xcmr� Pogo 6�vp Y I.. paw my was Me atb<tdtirmi MCt 3r0t®m 1 I SHO•ID526 500098 lVolceSWtchSnA 1U V2.W.MnCWJo SlpTrl41 DI TR Or E1 . gcqsConntet S 3400A f 0 3,000.00 2 SH AM$ 500101 VolnWtth 6T7000A, fU 1124V. MttQp:loolP Ph• AAEr=IPTik,2MTrk,1Dl9Trk(f11E1}Reps CoonvA S 0,100.00 { 12,200.00 1 SHO.1052T 500110 VOICa6tdtCh ST26D 1UVl4V.MuCt :20DIPPhensa. CCnnut S 1 OAO S O.OD 1 SHO.10525 500111 olcs Swltcb STSM, 1U M.W. EhrU SMIP Pho . gap Cannot 10,0110.00 { 10000.00 1 SHO21020 300015 DltblbuWVola6eMcnLlun» 5 695.00 {983.00 1 SHO-30041 300002 AddlUonelSb Uceme { {93H.00 .Co { 195.00 95AO 3 MDF•L 03D001 MDF MotedOl Port Pahh IP PoberStd 10 OB US9 S#rWCtble 4 S 1 1 SHO-10223 HO258 19"Rs Ruk Shoff Far%USho arUnks S 11SA0 S 115.00 rquIpmenthtats0ttbn/T8ubtabil MUM k➢ { 1Yeu Pmnlum PaMu6u rt•RoAdwntedN Itammtot Phones S 3 21.78 Sub•Tottl { 36,083.70 Shaw Evrmtl PA Dlsoounl13723.00 TOTAL INVESTMENT' a?r4S ROTInitOde s 22;38075 'Nbt QimiM 6TJe(�/eeme1H89pt10�htartlgvyv 1 • P� rEow Gala tloevlhi3fmrmd°/¢�.OP�^P. •oar+m.yve.+mrasw�,aatl.ytx wrawt x:xsntw3 u:w.wl�raawawae. umneamrerar. CATUEst i tA0262 •os�rm.�¢yyym.,.e�,xF.�viwepae.�aa�.aro�era.tmatm�twm�aaroamm�rea BBH Ettknsl0 34274 ?OTAL'RRESTM F Frt:.Tn •STJT dtCiad �_' 165,411 @Sh=TL-I* .. 20B-20 --owsomann: a�s®m wvofaos(scosa oear>+r��n»vm Flol>t aru+dtl WJendee tigvla� 41�d3de AvIJd GPL aaaAmrveJ�6w.nw�e �b wo WiMALAPPUMCEB ts5s sH4 LEr.VM okeme l tlanaerar legery P®(h k8m0on s 90,00 s 15,150.0 Eq*men sumow I_Zia-__._ mn44reelnir supe Inah5a0on7Tm"a 1 Year Premium PadnelSo d -NO Advanced Re laamant am* -a $ 15.750.00 f 15,825.00 { 1710.75 6horctel Su>Tohl f 65,515.76 emIPFlD f MA0 __ . TOTAL INYEBTNEMW id ea8S8NNOTNUudsO s- 15A587f •AlbbPdL'*aml7�Jw6ieAle(rtmUa++�da+rytlq�r •iteL»w.redwctlldab iosdd{plYMws •oaa�m«cwm,,.arsA..�.nrra,..dEsrdtedvu mam.nmWs 1020* IDwl .WWII, 'l8ffimwbwcbmSmrvlM'J/ISflNtvnewhoosaufWxawRYml, ltuvemfa�o-wteonrmmoae� CATAc EeL SAN Eedmate s f 151.50 _^.:TmAL'IRmnmNf E6Ciaxtmrbd - :. _..: 530125 20B-21 __ _ _ _ awrmbaw: aDRale eaats(peq aepyrwYrz enAa+.oW �ntYbtlaBmm aab.mwNrvn ahrd4�Av/b400e umusy esmd Lima" m�ras NrsroavluomdLksmss?-.. ... .. - _ OW sros sqs a8scrwmh :reaocu 6 6X0.18!48 8 IP Pham fP42d0.2 Um6get• sCommtonsh f 219.08 f 1AN.00 3S0 SH0.18497 188038 1p Phone IP4800. 8 Lin Gla bee 14X f 88998 { MAIN To— 8X0.18498 108031 tP Phan'IP4{30 -{ Um 01 ColarLed • ulna 142g f @990 $ 21 7090 7 6N0.1W29 100042 IPPhanetPB36 eEeeUBTmeh Color Du ulru11.1+ $ 74990 f l,E41A0 360 8X0.38147 300031 lLkeneOuaftEsse l.IsoWta•Es"KBPs Aud Conl XIBCoiMb Wob6 Dhdar. $ loon If 89 6090 EquVmrd8ubtatel $ 728,688.00 �t i r�e.rr,rn r.oa, In<hWUunlTt&MV $ 37,01730 I YwPmNum PAM" rt•Xa AdvsnudRl luamrdof Phom. ! 73132! 8ub•ToW j 268,71976 8horaw ui em I PFI Dlveemt 98,698.7 TUrALffWMt7W atbSBH f�Tlne $ 17 0 •m.mosm+mde (xaz).,�e eattmYlwmaaead�em 'm¢a.pdsaro W OAYrce WdYiead� 'aim"Rd' .e*�.+•a�¢,r..rmyermvvl .XM xeearnlm romvu� uan.r,d,anm, CATs 6L f 8,811.11 'aerwnbryyfldeemlmYaM/w.voe,.sypNaossahcnoomvzl. uram�raeaastnHoxmamt 86H Fa8R& $ 1 12.70 Est:T4e+SMMd C= M76,638A4 aORWDN @ShoreTel' , 20B-22 Crola Number PP-201E021540SA Packet Fusion Team Corte Dete: 2n52ma John lir Inck. Praaelee Entl[rear raj y5eiim ®veckMNabn.mm Project: Maintenance/Support P®APeao=k SsrdorA=trtEmeueve noeecmk,IDclafttan!mcam Qemmer Nene: Clty of Santa Ara KawyNelean,DhecWcfSalwSoU kmlemvAmckesuv>on,cvs CustomerCordwL Jack Oullo Darfelaualemenla,OderPmo IN dbusbmante(elovekaifiaton mm Location: All 37 70.50 MAID UPFRONT.OPTI Nf Yser1: krckrded YsaZI 5 - 2020D.A3 ursan 3 7 W4 37 70.50 nra2 4 6 rah $ 73 IfInchded maamemantan0 Paid ortnu* dOatkal Palos& 5%Dlocount dtncluded In apeemertand paid annaadyw1h oriaksl purchase. 7.5% Dbmnt Mekxarremro m5a gvatedaborerepreseM 4hwreeyonse 1Nre, and fool covwape &aero equlpnren!, ormpfemhnn'baalpaokage eva7ad'e. Premirmt Maintenance Agreement additionally Includes: PPM - PdmaryPerbd of Matntermnce: 24 x 7 x 3f95 Response Time for Nrror Malfwulbn: 2 hours by Telephone and 24 hours on site for Catlfamb locations. • Response Time for Major Malfunction: t hour by Telephone and 4 hours on-site for California locations. Next Business Day Parts replacements for alias outside California but vriHan US. • This SLA does not cover international locations. ' Full Advanced Replacement Warranty on as equipment- phones not covered. Parket Fusion Personalized Web Portal for on-line account control, tracking and equipment Inventory Info. Ail ShoraTel Softyrare updates are included: Patches / Fixes / Updates / Now Releases - (hardware and OS labor not Included). Proactive Remote System Monitoring with Maitdertance and DlagnosdCs • Access to ShorsTel.com website for Knowledge Base / Whilepaper I FAQs / Downloads Non ShoniTel Products may require costs for upgrades. In addd/on to Ihesesvrkes rho purchase ofdreso mnhacLs t+dl erHbe you ro prohurodraara on laboroutside the scope offhe cedmudidudfn¢ Tref&SMdfes Schedded CudamwCma SoNwe1twa a•Sy4femAudh(peen-&pourdk4,Aftr4owvwvkes•&M4C (Naves, Adder• & Changes) Normal BwNcas Flom labor Rates T A M: $175.00 per lour SappodC uxbm= $125.00 per low "Requirements ford] Semtk . • MWMM Ked labor hoes of 0.6 W remora service & 1 how M uasib servkes plus 7 tour of travel • After tourunito rates asf be based on t.5x ronoal labor robs • Travel Charges may be applied to locadmn 25 Mlos outside of PFI office areas • Ail Materials vriu be charged swam" • VPN amass is required for remote support vouldedde. PA CKEMION CShoreTel eeuenwmooevooaoe MnarYa re,G •arra raaneu Mvaemrae-v.rrwaasw,m. 20B-23 l t PACKET FUSIONISHORETEL PRICING & ACCEPTANCE Sub -Total Investment: $ 308,907.81 (axduft optional Roma) tsti neted Sdw Tax $ 10,169.73 Estirtlaladt36N: 3 3,130,72 Total Investment: $ 320,208.28 Notes: • The Information contained In this quotation is proprietary to Packet Fusion, Inc. and customer named above, • Quote Expires 4/18/2018 Payment Terms: Initial Invoice of 50% of total contrast to be Invoiced with payment duo upon award, 2nd Invoke for the balance of the cast of Q Cash: aqulphnenL soltwum,support, taxes and shipping to be derhmrod and paid upon delivery or came, and and final involve for Installation and training t0 be delivered upon protect completion. 50%138noent due upon comract slgnhig. This payment will be refunded In full to the ccetomerupan hwmldKs funding from the 0 Lane. cuslomes chosen leasing computy. This down p2ignentIs waived if the customer Isam the OquIPMent througli Groat Aftw1cal Financial Services and chooses the pre4unding optlem Invoking tons will be the same as cash option, 20B-24 s.- Telecommunications Account Agreement "v Cahn UNI ATFONS Must include Service Agreement This Telecommyni ations'Account Agreement (referred to as "Agreement" or "TAA") is made by and between U.S. TelePacific Corp, and/or its affiliated companies. ("TPx Communications", also referred to as "our, us, we7, and the Customer described below ("Customer' also referred to as 'you, 1"), pursuant to the TPx Terms and Conditions, to which you agree and which art Included in summary herein (available in full at www.tpx.com/terms). any Legal Name (Individual if Sole elorship) CITY OF SANTA ANA Business As (DBA) Composition: _Corporation . 3eneral Partnership - LP II -C ile Proprietorship at Tax ID (Do not enter personal Social Security No) State Organized: r/Owner Name Raul Gedinez Title City Manager honer Name Tile Address: 20 CIVIC CENTER PLAZA SANTA ANA State: CA ZIP Code: 92701 ners Email Address: Naavo �m This Agreement you are signing with M includes the Terms and Conditions set forth on our website at www.tox.cdm/terms, which are incorporated by this reference into the Agreement. Please refer to our website for the full statement of the Terms and Conditions to which you are agreeing. The summary below is only a reference guide and is not meant to change any of the Terms and Conditions. General —This section defines the Services for which you are contracting, how the prices for those Services are determined, inial conditions for rates and fees, such as expedite fees, how the rates, terms and conditions may be changed during the riract Term and any rights you have if those changes occur. Term, Billing and Payment - This section covers when the Agreement becomes effective, when the Term starts and renews, v additional Services, if any, are handled, how billing will occur and what is Included, how a deposit may be required, what )pens if you delay acceptance of the Services, when payment of Invoices is due, how Invoice disputes are handled, late anent fees, actions that may result from late payment or non-payment and the charge for returned checks. Customer Obligations— This section covers your responsibility for any of our property on your premises, for use of our Service I your message content, for compliance with our Acceptable Use Policy (which may change during the Term), for securing your n network against unauthorized use and access and that you have no right to rely on any oral or written statements of our pioyees contrary to the Customer Obligations Terms and Conditions. Also Included is your responsibility to pay any Td party Idor charges and to arrange for disconnection and payment of charges related to the disconnection of any related services with m current carder(s). Termination —This section slates the rights and duties related to termination of Services or the Agreement, the renewal of the 'm, the fees charged for cancellation of an order for Services before the commencement of a Term, how a "material breach" of Agreement is handled, and whether a fee is incurred for termination of Services or the Agreement before the end of a Term and v it is calculated. Warranty, Disclaimer, Limitation of Liability and Indemnity —This section limits your fights to Impose liability for certain nages on us, disclaims certain Implied representations and warranties, provides credit allowances under certain conditions for irruptions of Service and outages that you may claim, and defines your obligations, and ours, with regard to indemnity and ense of certain claims. Continued on page Exhibit 482517 20B-25 Section 2 Terms and Conditions Summarycontinued 6. Resolution of Disputes- This section REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS, 7. Miscellaneous Provisions- This section controls assignment and transfer of the Agreement and Services under it, the law applicable to the Agreement, the exclusion of any understanding or other agreements from what is contained in the Agreement and its exhibits, and any changes not signed by both you and us, what happens if any provision of the Agreement is found to be invalid or unenforceable, whether the headings of the sections and paragraphs are part of the Agreement, the effect of non -enforcement of any provision of the Agreement, how we will give notice under the Agreement to each other, and a time limitation for the bringing of an action under the Agreement. 8. Service Guarantee -This section provides you with an aitemative to continuing with our Services under the Agreement under certain conditions. Section 3 Acceptance BY PLACING YOUR INITIALS IN THE SPACE(S) PROVIDED, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREED TO THE FOLLOWING ON THE DATE ENTERED BY YOU BELOW. ✓ �..'`•"<.!: FULL TERMS AND CONDITIONS SET FORTH ATwww.tpx.com/terms Initial E911 FOR VoIP SERVICES ADDENDUM SET FORTH ATwww.tpx.com/E911-VO[P-AddenduffLpdf Initial ITx FOR OFFICE 365 ADDENDUM SET FORTH AT www.tpx.00m/ITx-Office365-Addendum.pdf Initial ITx FOR WAN ADDENDUM SET FORTH AT www.tpx.com/lTx-WAN-Addendum.pdf Initial IITx SERVICES ADDENDUM SET FORTH AT www.tpx.com/ITx-Services-Addendum.pdf Initial ONESECURE ADDENDUM SET FORTH AT www.tpx.com/OneSecure-Addendum.pdf UCx CUSTOMER PROVIDED SIP DEVICES ADDENDUM SET FORTH AT www.tpx.com/UCx-Customer- Initial Provided-SIP-Device-Addendum.pdf UCx EQUIPMENT PURCHASE ADDENDUM SET FORTH AT www.tpx.com/UCx-Equipment-Purchase- Initial Addendum.pdf Initial UCx EQUIPMENT RENTAL ADDENDUM SET FORTH AT www.tpx.conJUCx-Rental-Addendum.pol `� i 11 '✓' ` e%' ' SERVICE LEVEL AGREEMENTS (SLA) SET FORTH AT www.tpx.conVsla initial x VIX I HF EMAIL— ADDRESS PROVIDED IN SECTION 1 By signing below, the person signing on behalf of Customer personally represents and warrants to TPx that he or she has the authority and power to sign on behalf of Customer and bind Customer to this Agreement (and the Terms and Conditions Incorporated by reference). TPx agrees to provide, and the Customer agrees to receive and pay for, those services at locations set forth on the Service Agreement (attached), Including any services on subsequent Service Agreements and subsequent changes as long as those changes meet TPx's minimum requirements. THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. This Agreement shall become a binding contract upon execution by Customer and acceptance by TPx. X > Agreed bly: Customer Signature Date Rau Godnez X City Manager Customer Name (Print) Title Sales Representative Name Phone Accepted by: Sales Manager Signature~ Date Approved as to Form W1442-, jew-fc- hn M. Funk ssistant City Attorney M2517 Attest Maria D. Huizar Clerk of the Council 20B-26 Recommended for Approval Jack Ciulla Chief Technology Innovations Officer ADDENDUM TO TELECOMMUNICATIONS ACCOUNT AGREEMENT This Addendum to Telecommunications Account Agreement ("Addendum's is made as of the 201 4a of February 2018, by and between U.S. TilePacifie Corp., a California corporation, d/b/a, TPx Communications, 5I5 S. Flower Street, 4501 Floor, Los Angeles, CA 90071,2201("TPx") and City of Santa Ana, a California municipality, 20 Civic Center Plaza, Santa Ana, CA 92701:("Customer"). This Addendum amends and modifies that certain Telecommunications Account Agreement between TPx and Customer signed byCustorneron the _ day of 20_,, (" Agreement");.:as follows: I. Based on the volume of Services ordered by Customer.and the competitive' conditions in the marketplace for tehecommunieations services, TPxhereby agrees to Provide Services to Customer pursuant to. Terms.and Conditicns and rates` applicable to the Agreement as modified below based upon Customer's commitment to a three (3) year term .e Initial Torm" j subject to the Terms and Conditions as modified, by tlris Addendum as Set forth Below. 2. Notwithstanding the provisions of suibsection (b) of Section 4 of the Terns and Conditions of fhe Agreement, in the event Customerno longer needs the Services covered under this Agreement at any one or more Service Locations, Customer may, upon forty-five (4.5) days written noticc: to TPx, terminate Services that are not needed and,.except that Customer shall pay to TPx an amount equal to the tariffed Non. Recurring Charges for installation of Services to such affected Service Locations; other termination charges (except for any termination charges imposed on TPx by a provider of any underlying facilities) will not apply, provided thatthe total Monthly Recurring Charges covered under this Agreement at any time are not reduced by more than twenty percent (20"/o) below the greater of (i) the total Monthly Recurring Charges applicable to the Services' installed at the commencement of this Agreement, or CHH the total Monthly Recurring Charges applicable to the Services provided to Customer -in any one of the then -preceding three (3) months. If the total Monthly Recurring Charges for Services falls below the eighty percent (80%) level, Customer shall pay the termination charges set forth in subsection (b) of Section 4 o the Terms and Conditions of the Agrcenrent; in addition, Customer agrees that the:ability to reduce services no longer needed and without termination charges shall not apply to any terminated services the Customer ports or transfers to a different service provider, In those cases, Customer shall be responsible for paying the termination charges. 3. During the Initial Term of the Agreement, upon Customer providing TPx a, minimum forty-five (45) days advance written notice, Customer my request that TPx move Services from Customer's current Service Location to a Service Location at a differeat address served by TPx one (1) time at each of Customer's Service Locations without incurring any non-recurring charges normally charged to Customers in connection with moving said Services, however, TPx may pass through a termination charge which, as a result of Customer's termination, TPx becomcs. obligated to pay to a third party provider of the underlying facilities. Also,'a new Term may apply to any 20B-27 Services moved to a new Service Location. Services shall be moved within a standard service interval. If Customer requires that Services be moved on an expedited basis, Customer may request an expedited move in which case an expedite fee shall apply. 4. All of the other provisions of the Agreement shall remain in full force and effect. U.S. TelePacific Corp., City of Santa Ana, a California corporation a California municipality UA Name: Title: APPROVED BY LEGAL Approved as to Form ark1w'r!A o n M. Funk Assistant City Attorney 0 Name: Title: Attest Maria D. Huizar Clerk of the Council rl- Recommended for Approval Jack Ciulla Chief Technology Innovations Officer PRI Open the Door with Unlimited Local and IntraLata A PRI Open the Door customer must select and maintain TPx Communications as the long distance carrier to be eligible to purchase a SuperTrunk or Voice Only PRI at the reduced monthly recurring charge and receive the reduced usage rates. California and Nevada Outbound Per -Minute Rates Call Type Intrastate Interstate Billing Increments 1616 1816 Rates $0.030 $0.030 Other Interstate Rate Billing Increments 3016 Alaska$0.09 Guam $0.17 Hawaii $0.06 California and Nevada Inbound Toll Free Per -Minute Rates Termination On -Net I Off -Net Call Type Intrastate Interstate IIntrastate Interstate Billing Increments 1816 Rates $0.030 1 $0.062 v040117 Page 1 I Initial ( I Origination Rate Billing Increments 3016 Alaska $0.19 $0.25 Canada $0.19 $0.31 Hawaii $0.13 $0.22 Puerto Rico $0.19 $0.31 US Virgin Islands $0.19 $0.31 20B-29 Nmne M Raul Godinez Cmbat TO. Number 714$475260 Fax Nunber Any 20 CMC CENTER PUD pry 'A Zip COde22701 E,va3 I SeMceAgmemeAVNahavmSeMce Order v01.16.16 OuoteOrd"ID: GRACE TPN rip po WOcMnmmrm ma epacfiW hoeeW em. If 3 cn.me eon. mM Imme""Iftam avow.. Nd Clow. sna0Tem¢mM CeiRfai¢rowltiN Custonar K -W Or Ne TWcvnmm@.ecm b N A9momem OWOo-mm OGe Se breemomMemvh emyu Ayer. Deseriptlon of Servlu. Seloet Term OuanU1 lBnBlh ryu) y Monthly Rxurring Charge (MRC) Non R.ourplp Chsrpa61RC1 MNDTo1W NPC 7001 Vo.. Crat PM WA-AUTI PRI teDoorM Unkm1W VLOcal Toll --3Yem 3600.00 OYem 3 SUMO 5500.00 $0.00 SL800.00 $0.00 t 0.00 50.00 OIO NumEam as 0120 3 Year 135 15.001 51 17.75 .025.00 $18 $96.25 P -N: VOiOe Pfll MAA OlSteunt 3 Year 3 393.33 5500.00 $1.179.99 $1 OMO P•11: 010 NMOL. QWO&0120 OW.W! aYear 135 511.99 3117.75 $1.818.85 31 ,$9825 SubTMY owl jnSAS 50.00 LDAC EUCC and EUCL Charges: $0.00 $0.00 FWerA. SWa andL 21 Tenn aM dM CvM---MbeWON al.nonaelan thenfinNIone@,&We1 . Jp.somnau>. IN "MUS YINEEOFeach Parry, hecto ha.aausadthis Servin ApenenrMatmmk aervhe Cm., to W n"NW A ea eury.uthatbN morn rnUm. Aimed by: Customer algrohn. Raul Godnez Customer Nero (Pnn) 20B-30 City Manager ova Service Agreement Tum Account Number (existing acct) +nvR7o Company Legal Name (Individual if Sole Proprietorship) City nf Rpntn Ann Doing Business As (DBA) City Yard Contact Name Raul Godinez Contact Title City Manater Telephone Number 714-647-5200 Fax Number Email RrodinezilMsmfg-mn on Service Address: 220 S Daisy Ave City Santa Ana State: CA ZIP Code: 92703 TPx will provide Customer with the specified type and amount of Services at the rates, and lens and conditions listed below, and Customer shall accept and pay for Services under the Terms and Conditions to which Customer agreed an the Telecommunications Account Agreement that governs this Service Agreement. For any Access, Rx, and/or UCx Service listed below that is being added to Services currently provided to Customer at the above - referenced Service Location, a new Service Term (as provided in the Term Length column below) shall apply to any such Service. Description of Services Term Length Yrs Monthly Recurring Charge 0 MRC MRC Total Set-up Charge NRC NRC Total Val" Only PRI(CA-AT&T) 3 1 $ 210.00 $ 210.00 $ PRI Open the Door with Unlimited Local/Local Toil 3 1 $ $ 3 10 $ 8.50 $ 85.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Sub Totals: $ 295.00 $ LDAC, EUCC and EUCL Agreed by: Customer Customer Name (Print) Sales Representative Name Agreed by: Sales Manager Signature Y040117 20B-31 Title Phone Date am nt Number (existing acct) any Legal Name (Individual it Sole Proprietorship) Business As (DBA) A Name Service Agreement Telephone Number 714-847-5200 Fax Number Email arvice Address: 801 E Civic Center Dr City Santa Ana ate: CA ZIP Code: 92701 TPx will provide Customer with the specified type and amount of Services at the rates, end terms and conditions fisted below, and Customer shall accept and pay for Services under the Terms and Conditions to which Customer agreed on the Telecommunications Account Agreement that governs this Service Agreement, For any Access, ITx, and/or UCx Service listed below that is being added to Services currently provided to Customer at the above. referenced Service Location, a new Service Term (as provided in the Term Length column below) shall apply to any such Service. Description o1 Services Term Length Yrs Monthly Recurring Charge Oty IMRCIMRC Total Set-up Charge NRCI NRC Total Voice Only FRI(CA•ATeT) 3 1 $ 210.00 $ 210.00 $ PRI Open the floor with Unllmltod LocatfLocal Toll 3 1 $ $ 3 10 $ 8.50 $ 85.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Sub Totals: $ 295.00 LDAC, EUCC and EUCL Agreed by: Customer Customer Name (Print) Sales Representative Name Agreed by: Sales Manager Signature 040117 20B-32 Date Title Phone Dale Letter of Agency 1.Customer and Carrier Identification Current Carriers AT&T Contact Name Mike Feiner Title Info Services & Network Manager Company Legal Name (Customer) CITY OF SANTA ANA Service Street Address 220 S. DAISY AVE. City SANTA ANA State CA Zip 92703 Billing Street Address 20 Civic Center Plaza M77 City Santa Ana State CA Zip 92701 Other Company Names DBA 2. Billing Telephone Numbers This authorization covers all customer numbers associated with the Billing Telephone Numbers listed below: 714-973-9282 714-647-3300 3. Approval N1,ocustomer Service Records To: Current Carders) Listed Above. Subject: The Customer Identified above hereby authorizes TPx Communications to act as its agent in dealing with local companies listed above for the purpose of generating a proposal for TPx Service Change ❑ New Service I, the undersigned, act on behalf of the company with respect to the telephone number(s) listed above. I authorize TPx to act as our agent either to (1) Mange our telecommunications carrier from current carrier(s) or (2) Initiate new service Local Service ❑� Intral-ATA (Local) Toll: Carrier: TPX ❑� lnterLATA Long Distance Service: Carrier: TPX or ❑ I want to retain my existing LD carrier on some or all of my telephone numbers. ❑ Specify Intra and InterLATA PIC for each telephone number on attachment I understand that only one telecommunications carder may be designated as my primary Interexchange carrier for any one telephone number for each (a) Intral-ATA Toll and (b) Interl-ATA Long Distance services. I also understand that if I select no primary interexchange caller (NO PIC), I will be unable to make lntraLATA Tail and/or lnterLATA long distance calls except by using casual dialing. I understand that any change in my primary carrier selection may involve a charge. 4. Agreement Raul God'inez City Mana er Contact Name Title s .,q Customer Signature Date v040117 20B-33 waouV 20B-34 X Letter of Agency 1.Customer and Carrier Identification Current Carriers AT&T Contact Name Mike Feiner Title Info Service & Network Manager Company Legal Name (Customer) CITY OF SANTA ANA Service Street Address 20 Civic Center Plaza City SANTA ANA State CA Zip 92701 Billing Street Address 20 Civic Center Plaza M77 City Santa Ana State CA Zip 92701 Other Company Names (DBA) 2. Billing Telephone Numbers This authorization covers all customer numbers associated with the Billing Telephone Numbers listed below: 714-836-0880 714-647-5000 714.6475800 714-835.3200 714-571-0200 714547-4700 714-541-1800 714-667-2200 S15U'atomer Service Records 3. Approval To: Current Carder(s) Listed Above. Subject: The Customer Identified above hereby authorizes TPx Communications to act as its agent in dealing with local companies listed above for the purpose of generating a proposal for TPx El Service Change ❑ New Service I, the undersigned, act on behalf of the company with respect to the telephone number(s) listed above. I authorize TPx to act as our agent either to (1) change our telecommunications carrier from current carrier(s) or (2) initiate new service ❑+ Local Service ❑+ InlraLATA (Local) Toll: Carrier: TPX ❑+ Inted-ATA Long Distance Service: Carrier: TPX or ❑ 1 want to retain my existing LD carrier on some or all of my telephone numbers. ❑ Specify Intra and InterLATA PIC for each telephone number on attachment understand that only one telecommunications carrier may be designated as my primary Interexchange carrier for any one telephone number for each (a) IntraLATA Toll and (b) Interl-ATA Long Distance services. I also understand that if I select no primary interexchange carrier (NO PIC), I will be unable to make InfraLATA Toll and/or InterLATA long distance calls except by using casual dialing. I understand that any change in my primary carder selection may Involve a charge. 4. Agreement Raul Godinez City Manager Contact Name Title 10 ;wd;Nvl _ Customer Signature Date 040117 20B-35 V040117 20B-36 Letter of Agency 1.Customer and Carrier Identification Current Carriers AT&T Contact Name Mice Feiner Title Irdo Services & Network Manager Company Legal Name (Customer) CITY OF SANTA ANA Service Street Address 801 E CIVIC CENTER DR City SANTA ANA State CA Zip 92701 Billing Street Address 20 Civic Center Plaza M77 City Santa Ana State CA Zip 92701 Other Company Names (DBA) 2. Billing Telephone Numbers This authorization covers all customer numbers associated with the Billing Telephone Numbers listed below: 714-565-2600 714-565.0107 / 3. Approval &1 Customer Service Records To: Current Carrier(s) Listed Above. Subject: The Customer identified above hereby authorizes TPx Communications to act as its agent in dealing with local companies listed above for the purpose of generating a proposal for TPx Service Change ❑ New Service I, the undersigned, act on behalf of the company with respect to the telephone number(s) listed above. I authorize TPx to act as our agent either to (1) change our telecommunications carrier from current carder(s) or (2) initiate new service ❑+ Local Service ❑� IntralATA (Local) Toll: Carrier: TPX ❑� Inted-ATA Long Distance Service: Carrier. TPX or ❑ I want to retain my existing LD carrier on some or all of my telephone numbers. ❑ Specify Intra and InIerLATA PIC for each telephone number on attachment I understand that only one telecommunications carrier may be designated as my primary Interexchange carrier for any one telephone number for each (a) IntraLATA Toll and (b) IntarLATA Long Distance services. I also understand that if I select no primary interexchange carrier (NO PIC), I will be unable to make IntraLATA Toll and/or Interl.ATA long distance calls except by using casual dialing. I understand that any change In my primary carrier selection may involve a charge. 4. Agreement Raul Godinez City Manager Contact Name Title Customer Signature Date va4oty 20B-37 d0401s7 pqpljiMoo Customer Contact Authority TPx Communications has an obligation, and Customer has a right, under federal or stale law to protect the confidentiality of your Customer Proprietary Network Information. (CPNI). CPNI includes information relating to the quantity, technical configuration, type, destination, location and amount of use of the services Customer purchases from TPx. You can help prevent unauthorized access to that Information by indicating below the parties authorized to access that information. Authority Levels: RIM, (ReadMrite/All) Grants full authority to request Information and place orders. Includes access to usage and network configuration. RNWB: (ReadMdte/Bill) Grants authority to ask questions about billing Issues and request bill related changes. RAN/O: (ReadANdte/Orders): Allows access to Information about the network configuration and is authorized to place orders Including reconfigures, moves, adds, changes, new locations, etc. FUT: (Read/Trouble) Can report trouble on accounts and receive network configuration information. PrImary Account Authority/Authorized SI nee Name Raul C>od'nez Title City Manager - Do not send markeft emalls Phone 714-647-M Cell Email I rgondnez@santaana.org Authority Level: RWA RWB -RWO ]RT Alternate Primary Account Authority Name Mb Fetner rus IT Infrastructure Manager —t Do not send marketing emalls Phone 714-647-M Ce8 Email I mfelner@sanleanaarg Authority Level: :RWA RWB iRWO —'RT Agent Contact Company Name Name Title Phone Cell Email This Installation only Term of contract Duration: — — Authority Level: _j RWA —RwB RWO _RT Voice Vendor Company Name Name Title Phone Cell I Email This Installation only I Term of contract Duration: — Authority Level: RWA J RWB RWO _ RT Data Vendor Company Name Name Tifie Phone Cell I Email Duration: _ This Installation only _ Tenn BtdrarInctuta Manager Authority Leve714) 647-5384 = RWA — RWB _ RWO _ RT MFelner@santaanaorg 'I grant permission to TPx to provide access to CPN/ to the authorized account contacts listed above subject to designated level of authority' Company Legal Name: CITY OF SANTA ANA Account Number: 0 Printed Name: Title: Authorized Signature: Date: Email: Scan signed documents and send to customercere@lpx.com Fax 866.891-2088 M0117 20B-39 ri- -1 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 6, 2018 TITLE: APPROVE AGREEMENT TO NEWCOMB ANDERSON MCCORMICK, INC., FOR A WATER ENTERPRISE ALTERNATIVE ENERGY FEASIBILITY STUDY (NONGENERAL FUND) (STRATEGIC PLAN NO. 5, 2) Y 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 Authorize the City Manager and Clerk of the Council to execute an agreement with Newcomb Anderson McCormick, Inc., to conduct a water enterprise alternative energy feasibility study for the three-year period beginning March 6, 2018, and expiring March 5, 2021, with provisions for a two-year renewal option exercisable by the City Manager and City Attorney, in an amount not to exceed $75,000, including a $59,400 project fee and a contingency of $15,600, for the term of the agreement, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The City provides potable drinking water and sewage collection for all of the City's residents and businesses. To accomplish this, the City owns and operates a water and sewer system that consists of 870 miles of pipe, 22 groundwater wells, 4 pressure control stations, 7 import water connections, 7 water booster stations, 8 reservoirs and 2 sanitary sewer lift stations. The groundwater wells, booster stations and sewer lift stations consume a significant amount of energy to pump water out of the groundwater basin, maintain water system pressure and maintain sewage flowing. One of the objectives of the City's Strategic Plan is to expand opportunities for conservation and environmental sustainability. In this spirit, the Public Works Agency, Water Resources Division, will explore the feasibility of implementing alternative energy solutions at water system sites throughout the City. The intent of this study is to complete an independent and unbiased alternative energy feasibility assessment that identifies which alternative energy resources have the greatest economic opportunity and practical application for the City's water systems and recommends the development of a variety of renewable energy projects. Staff prepared a Request for Proposals (RFP) which was advertised on the City's Planet Bids website, as well as the City website, on November 2, 2017. Eight proposals were received and evaluated by a selection committee. Six firms scored above the minimum acceptable score of 70. Listed below are the responding firms and their respective scores: 25A-1 Award Agreement for a Water Enterprise Alternative Energy Feasibility Study March 6, 2018 Page 2 Rank FIRM Location Score 1 Newcomb Anderson McCormick, Inc. Los Angeles 90.5 2 Sage Renewables Energy Consulting San Rafael 86.8 3 Alternative Energy Systems Consulting, Inc. Carlsbad 86.5 4 Point Energy Innovations San Francisco 83.5 5 Integral Group Encino 82.3 6 Alan Plummer Associates, Inc. Austin, TX 76.8 7 Infra Associates, LLC Los Angeles 66.8 8 Telvsium Energy Partners, LLC Norwalk, CT 52.3 Following evaluation and ranking of proposals, the fee rate schedule for the top ranked firm was opened and reviewed. In accordance with the RFP, staff recommends awarding a contract to Newcomb Anderson McCormick, Inc. Their proposal demonstrated a high technical competency and experience performing similar services. The proposal contained a clear path toward achieving City goals and objectives as required by the RFP. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds in the amount of $40,000 are budgeted and available for expenditure in the Water Administration and Engineering Account (No. 06017645-62300). Funds in the amounts of $55,000 for the subsequent fiscal years will be budgeted in each respective Fiscal Year. Funds are estimated to be spent as follows: Fiscal Year Amount FY 2017/18 (March — June) $20,000 FY 2018/19 (July -June) $40,000 FY 2019/20 (July -June) $10,000 FY 2020/21 (July -March) $5,000 TOTAL $75,000 Edwin "William" Galve , E. Acting Executive Director Public Works Agency Exhibit 1: Agreement APPROVED AS TO FUNDS AND ACCOUNTS: 11, Francisco Gutierrez Executive Director Finance & Management Services Agency 25A-2 AGREEMENT FOR PREPARATION OF WATER ENTERPRISE ALTERNATIVE ENERGY FEASIBILITY STUDY THIS AGREEMENT is made and entered into this 6th day of March, 2018 by and between Newcomb Anderson McCormick, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On November 2, 2017, the City issued Request for Proposal No. 17,118, by which it sought a consultant to prepare a Water Enterprise Alternative Energy Feasibility Study, B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 17-118. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform the services that were described in the scope of work that was included in RFP No. 17-118 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full, 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B, The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $75,000. This sum includes the (1) base fee of $59,400 plus (2) $15,600 for optional services to be performed at the sole discretion of City, b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures, Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. Exhibit 1 Page 1 of 8 25A-3 3. TERM This Agreement shall commence on the date first written above and terminate on March 5, 2021, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for one 2 -year period upon a writing executed by the City Manager and City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services, Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. S. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Docuinents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any Page 2 of 8 25A-4 act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation Page 3 of 8 25A-5 and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant 's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782,8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years fiom the date of final payment to Consultant under this Agreement, Page 4 of 8 25A-6 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12, NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by 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 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 Page 5 of 8 25A-7 To Consultant: Newcomb Anderson McCormick, Inc, 1115 W. Sunset Blvd, Suite 805 Los Angeles, CA 90012 Attn: John M, Newcomb, Principal A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deezned 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. ENCUUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind, or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City, 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any broach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 6 of 8 25A-8 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, 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. 17. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations, 18. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19, PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of Page 7 of 8 25A-9 this Agreement, and shall indemnify City folly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All ,exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written, ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: y , Jq6AM.Funk Assistant City Attorney Ra DKi7i51011Nei 00IIlt►]0"Outill a FRED MOUSAVIPOUR Executive Director, Public Works Agency CITY OF SANTA ANA RAUL GODINEZ 11 City Manager CONSULTANT Name:: Title: Page 8 of 8 25A-10 CW3` Water • _ Alternative Energy Feasibility Study RPP No. 17-118 INV=4114443 Newcomb I Anderson I McCormick £NF,RGY 4N G IN E E R 1130 A u 0 C0N4ULIING 1115 W. Sunset Blvd, Suite 605. LOS Angeles, CA 90012 www.newcomb.cc 213,9358352 25A-11 25A-12 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study i COVERLETTER .................................. ~~-^.~.~~~"~~.-.,......................................... 1-1 AGREEMENT STATEMENT ..................................... ....................... ........................................ 1.3 FIRM AND TEAM EXPERIENCE ......................................................................................... ...... 1`3 UNDERSTANDING OF NEED ....................................................................................... .... .... 1~l4 RELEVANT PROJECT EXPERIENCE ........................ ................................................................ 1'19 SCHEDULE................................. ........................................ ......................................... ....... 1`21 REFERENCES........................... ^.......................................................................................... 1-l2 SECTION 2:SCOPE OF SERVICES AND 3CHEDULE^...... ................................................. 2'1 SECTION 3:FEE PROPOSAL ............. ................................................................................ 3-1 Copyright (9 Newcomb Anderson McCormick 2017 �� -U�� CITY OFSANTA ANA 25A-14 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study 1-1 SECTION 1: Copyright O Newcomb Anderson McCormick 2017 25A-15 CITY OF SANTA ANA NLe. Newcomb Anderson I McCormick ENEROV ENGI.N[ERING AND CONSVLTJNO December 7, 2017 P-2669.01 Mr. Cesar Barrera City of Santa Ana Public Works Agency City Corporation Yard 220 South Daisy Avenue, Building A Santa Ana, CA 92703 Re: Request for Proposals for Water Enterprise Alternative Energy Feasibility Study To whom it may concern: Newcomb Anderson McCormick, Inc. (NAM) is pleased to submit the enclosed Proposal in response to the City of Santa Ana's (City) Request for Proposals to conduct a Water Enterprise alternative energy feasibility study, NAM has successfully provided these services for dozens of renewable generation projects on behalf of numerous clients, and welcomes the opportunity to provide the City with independent, expert renewable energy project consulting services. NAM is not 'affiliated with any manufacturer or service provider, and believes our extensive experience acting as an objective third - party on behalf of public sector clients is unparalleled In the industry. Newcomb Anderson McCormick is dedicated to workforce diversity, and we are a small business that is one-third woman owned. Please refer to our website, httb;//www.newcomb.cc for further information about our firm. if we can provide any additional information or answer questions about the attached, please contact me directly. All correspondence should be directed to me at the address, telephone, or fax number below, and ican be reached via e-mail at lohn newcombenewcomb.cc. NAM also brings one additional important aspect to this project: enthusiasm. We believe in the importance of renewable energy and energy efficiency and are committed to the reduction of demand on the world's natural resources and to protecting our climateWe look forward to working with the City on this extremely important program. :Sincerely, John M. Newcomb Principal 1115 W. Sunset Blvd, Suite 805 Los Angeles, CA 90012 213935.8352 www,newcomb.cc 25A-16 Proposal No. 2659.01 Water Enterprise Alternative Energy Feasibility Study 1-3 AGREEMENT STATEMENT Newcomb Anderson McCormick takes no exceptions and concurs with all provisions contained in the standard agreement attached as "Attachment 2: Standard Agreement" In the Appendix of the RFP. Newcomb Anderson McCormick, Inc. (NAM) is pleased to submit the enclosed Statement of Qualifications in response to the City of Santa Ana's (City) Request for Qualifications for a Water Enterprise Alternative Energy Feasibility Study. NAM has successfully provided these services for hundreds of renewable energy generation projects on behalf of numerous clients, and welcomes the opportunity to provide the City with independent, expert renewable energy consulting services. NAM has worked with municipalities, water districts, and utilities with diverse levels of scope and size, in each case coordinating with previous and future energy-related programs, and customizing projects to fit the client's needs. Newcomb Anderson McCormick is an energy engineering and management consulting firm devoted exclusively to solving energy and sustainability issues In both the public and private sectors. We are extremely familiar with all types and sizes of commercial,institutional, and industrial facilities and their energy -using systems, NAM's work is characterized by accurate and thorough technical analysis, conservative economic evaluation, and solid, buildable projects. Our engineers have reviewed, analyzed, developed or designed over 25,000 energy projects in over 10,000 buildings in the past 30 years. These projects have resulted in annual energy savings of over 300 million dollars. Each project was carefully analyzed or designed to reduce energy use and cost, increase operating efficiency; preserve human comfort and plant process requirements, and often adhere to unique historical, political, regulatory and environmental needs. NAM is not affiliated with any manufacturer or service provider, and believes our extensive experience acting as an objective third -party on behalf of public sector clients is unparalleled in the industry. The following statement of qualifications details NAM's overwhelming and unsurpassed experience with developing and implementing renewable energy generation programs and projects for public sector clients throughout California. Newcomb Anderson McCormick provides renewable generation procurement support for public sector clients throughout California and has been instrumental in the analysis and development of over 200 MW of renewable generation over the last three years alone. NAM's staff are leaders in the field of electricity self -generation, and have reviewed, implemented, and managed a broad range of renewable and advanced generation projects, including complete design -build solar photovoltaic system installations, numerous detailed photovoltaic feasibility studies, and the design and management of public sector photovoltaic programs. Our work developing renewable generation projects for public sector clients includes feasibility studies, economic and engineering analysis, technical review, permitting, utility interconnection, public relations, RFP development and review, site investigative field work, and subsequent construction management and commissioning. Our renewables business is comprised entirely of representing purchasers of renewable and self -generation systems, and we have no affiliation with any system integrators or suppliers. We are committed to providing Copyright © Newcomb Anderson McCormick 2017 25A-17 CITY OF SANTA ANA 1-4 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study our clients with the best independent counsel, enabling them to make key business decisions that are based on thorough and independent analysis. NAM focuses an developing projects that are both economically and environmentally beneficial, supporting clients across the entire project Iifecycle. �--,, - John M. Newcomb, Michael K. J. Anderson, P.E. and Ann L. 9 Profie"ssional Engineers {P.E) McCormick, P.E., Principals of Newcomb Anderson McCormick, Inc., 4 LEED Accredited Professionals - have been exclusively involved in energy engineering for 30 years. 10 Mester'slevel degreesIn They are widely recognized and respected for innovative energy Engmermg,Archifecture,Urban�` analyses and 'design contributions to large scale energy projects Plamm�gand8usiness� worldwide. Our staff of 24 full-time employees, including 9 mj�dmimstration registered Professional Engineers (P.E.$), five LEED Accredited AEE,Certified Energy N�' anagersy Professionals and one LEED Green Associate, has the requisite 'in- Membersh,s In house expertise, experience, and resources to perform all phases of ,Call�ortiia Energy Efficiencygti,, renewable and advanced energy generation projects. Our Southern ,lridustry CoukIf`,, a California office, located In downtown Los Angeles, will serve as the o ASIj�RAE �: central location from which all NAM's work will be conducted, and }} oAssoctationofEpergy will ensure that our staff maintains an appropriate local presence Ergm�eers F r throughout the duration of the effort. All of the team members are o Insttute of Electncal antl regular, full-time employees in the NAM office, thus we bring to this Electronics Engineers2,1h work an extremely capable, organized team with years of experience o SocfaCy of Women Engineers s working together on large complex projects. All team members have worked extensively with California public sector clients, providing technical and project management services for energy efficiency and renewable generation projects. The particular skills and past experience of each team member that will be assigned to this contract are provided below. John M. Newcomb, Principal, will serve as the main contact for all work associated with this proposal,_ He will be ultimately responsible for all project management activities, continuously reviewing staff efforts, participating in major presentations and meetings and providing direction and leadership as required. John brings over 25 years of continuous program and project management experience In energy programs worldwide. As the current Principal' n charge of multiple statewide energy efficiency partnerships, Mr. Newcomb is extremely familiar with the unique challenges involved In developing and administering large, complex energy programs and projects. Mr. Newcomb holds a Master of Architecture from the University of California, Los Angeles and Is an active member of AIA, IES, AEE, APEM, and CSHE, Michael K. J. Anderson, P.E., Principal, will be responsible for overseeing the engineering and technical elements of the proposed work. As the firm's Chief Engineer with over 30 years of experience in the energy Industry, Mr. Anderson is responsible for the technical quality of all engineering analyses and design, overseeing the engineering staff, and providing technical assistance and training to the engineering staff. Mr.. Anderson's extensive expertise includes all aspects of energy engineering projects, including renewable generation, energy efficiency analysis, energy management, PV systems, HVAC systems, central plants, cogeneration, and retrocommissioning.. Mr. Anderson holds a Master of Engineering and B.S. in Mechanical Engineering from Harvey Mudd College. He is a registered Professional Engineer (Mechanical) In California. Steven W. Clarke, P.E., Director, will provide project management support for all technical aspects of this effort, and will be responsible for coordinating all NAM efforts from our offices in Los Angeles. Mr. Clarke has deep and broad experience with energy efficiency measures at a wide variety of facilities, and has conducted field audits, CITY OF SANTA ANA 25A-18 Copyright ©Newcomb Anderson McCormick 2017 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study 1-5 energy use analyses, measurement and verification, and contractor oversight for Institutional, commercial, and Industrial facilities. He currently leads NAM's efforts to provide project development and technical support for public sector clients in SCE and SCG territory. Leveraging this experience in working closely with schools and the IOUs, Mr. Clarke also consults for the SoCal Regional Energy Network, a program designed to complement existing IOU energy efficiency services and assist participating agencies with converting technical recommendations into implemented projects. Mr. Clarke holds a Bachelor of Science in Mechanical Engineering from Lehigh University, Bethlehem. Kyle S. Manahan, P,E., Director, will provide engineering and technical support for all activities associated with the program. Mr. Manahan has provided feasibility analyses, technical review, and cost/benefit calculations of PV systems sized 1MW and above to multiple K-12 Districts, Community College Districts and municipalities throughout California. Fie will be fully available for the duration of the project. He holds a Master of Civil Engineering from the University of Colorado, Boulder. Luis Cecco, LEED GA, Energy Engineer, will provide engineering and project management support for all work associated with this proposal. Mr. Cecco has worked extensively in Mexico, both as a project manager for the Cuzcatlan Mining Company in Oaxaca, and supporting the Grupo Construccciones Planificadas' energy efficiency and renewable generation efforts in Hermosillo. Mr. Cecco holds a Masters in Natural Resources and Environment — Sustainable Systems from the University of Michigan, and a Bachelor of Engineering In Civil and Environmental Engineering from the Techilogico De Monterrey in Monterrey, Mexico, Justin Munda, Energy Engineer, will also provide engineering support for all work associated with this proposal. Mr. Munda is specifically experienced in the development and analysis of energy efficiency and renewable generation projects, and has been providing these services on behalf of the California Community Colleges - Investor Owned Utility (CCC -IOU) Statewide Energy Efficiency Partnership and other clients. Mr. Munda holds a Bachelor of Science in Environmental Engineering from the University of California, San Diego. Daniela Aramayo, Project Manager, will provide project management support for all Energy Engineering and Climate Action Planning tasks, with a focus on data collection, benchmarking and performance monitoring, and reporting. Ms.Aramayo is responsible for contributing to the development and management of energy efficiency and renewable programs and projects, and has played a key role in supporting California statewide energy efficiency Partnerships and supporting sustainability efforts at a wide variety of facilities. Ms. Aramayo holds a Bachelor of Science in Biology from Brown University and is fluent in oral and written Spanish. Copyright © Newcomb Anderson McCormick 2017 25A-19 CITY OF SANTA ANA 1-6 Proposal No. 2669.O1 Water Enterprise Alternative Energy Feasibility Study lanm G�(foeaid PE "=23'en�a%Engineer. jX 3 w bomin}<M Mollnad P E� Me4ha�cal Eoglneer`�� Renp UbnV r - f 'Eger Engineer sk Newcomb�Anderson�McCormick ceexpv 4xc r(ecp�&G nxa cans uc�.rvp. 3 � �'� ulordenl Goily`yx:�� FnetgyEBglaeer.,g° �?�� JusUn L�.iunda� ��'�'?Energy EtiB �eey'�, F 3 4 Amy Chtan6 Lukes Cerin � � %`'^�� `� �' Energy Engineer Energy Eng neer 25% Kyle Manahan 10% i' pudreyL Rempher 40% Justin Munda 40% Energy €nBigeur 10% ------------- '�EN6iNEEPIHG SI'AEE CITY OF SANTA ANA u�t$�nl'r�m mm Mai germs � los'fi av 5 eabceck ��"� �... fix, - � gel � �"i DaiissN^,,ela Aramayo �,, ° �Eil�leet�71 ager jgg�,� �Wzz„denagJ€i te7polG ,T � -}� dYF�vlsna8ar 3 may; Mary Leatherman Homan Reaavr Aacpunt�g PROGRAM MANACEMENTSTAFF � JohnNewcomb5% � • a a Mike Anderson 5% Steven Clark 25% Kyle Manahan 10% Lu1s Cecco 40% Justin Munda 40% Daniela Aramayo 10% 25A-20 Copyright © Newcomb Anderson McCormick 2017 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study 1.-7 JOHN M. NEWCOMB EDUCATION PRINCIPAL Master of Architecture, University of Newcomb Anderson McCormick California, los Angeles CA As Principal of Newcomb Anderson McCormick, Inc., Mr. Newcomb has [3A, Design, Universitybf California, over 35 years of experience in program and project management of large , EA, eley,.CA scale energy programs as well as energy-efficient architectural, electrical, , and mechanical design of institutional and commercial facilities. ° California Society far Hospital Mr. Newcomb has participated in worldwide energy efficiency programs /iREAS OPSPECIALIZATION Involving numerous utility, municipal, state and federal programs. Mr. ,s Program Management Newcomb has pioneered advances In various technologies including a Regulatory Analysis refuse -derived fuel plants, energy-efficient industrial laundries and ' + program Developrtient natural and artificial energy-efficient lighting. Mr. Newcomb co-authored._� - 1 EneW7 Efficient Design "An Integrated Siivicultural Biomass Plantation as an Alternative Fuel $ -rgy Source;" a major design of a 12,000 -acre biomass plantation for the fArchrtecture Hanford Reservation In Richland, Washington. In addition, Mr. Newcomb ;;A Ughting Design r„. has published papers on energy efficient design for the International '® t3uGdmgs Energy Analysis Conference on Energy Use Management in Los Angeles, California and t ;z Berlin, Germany. Mr. Newcomb is the firm's cognizant officer, responsible ''s, pRpPESSION AI AFFILIATIONS"' for overall program oversight and success. -• !'oGAiFre.J Cnarmr:A: Air... ncia+<< SELECTED PROJECTS �``$ Certified Lighting'Efficiency • City and County of sen Francisco Public Utilities Commission professional and 'Certified Energy Program executive: for variety of projects performed for the City and = Auditor, Association of Energy -' County of San Francisco Public Utilities Commission, including Hetch Engmeers Hetchy Water and Power and the Bureau of Energy Conservation Services have included. preliminary energy audits, comprehensive f -ilium inaUngEngi eenng5ociefy,1 energy audits, technical evaluation of proposed efficiency measures, ° California Society far Hospital new construction design review for energy efficiency, proposal review Engir eering'Develbprnent and due diligence for new power generation projects, design + Association of Professional Energy assistance, resource planning and otnerservlcesfor City facilities, Managers + K-12 School District Prop 39 Project Development and Support Program executive overseeing firm's efforts to support -K•12 school Districts throughout .California with the development of Energy Expenditure Plans and implementation of Prop 39 -funded projects Districts include Brea -Olinda USD, Azusa USD, Fremont USD, Trinity County Office of Education, Palm Springs USD, Lincoln USD and Twin RiversUSD. • Renewable Generation Projects for Public Sector Clients Program executive managing and overseeing the analysis, development, procurement, ,and implementation of renewable generation photovoltaic (PV) projects for numerous municipalities, school districts, community colleges, and universities, the East Bay Regional Parks District (EBRPD), the San Bernardino. Associated Governments (SANBAG), California Reclamation Districts, and the Energy Coalition's Southern California Regional Energy Network soCAL REN), as well as managementsupport of the California Public Utilities Commission's evaluation of the California Solar Initiative. Copyright @ Newcomb Anderson McCormick 2017 CITY OF SANTA ANA 25A-21 1-+8 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study MICHAEL K.J. ANDERSON PE PRINCIPAL Newcomb Anderson McCormick As Principal of Newcomb Anderson McCormick, Mr, Anderson is responsible for the technical quality of all engineering analyses and design, overseeing the engineering staff, and providing technical assistance and training to the engineering staff. Mr. Anderson has over 95 years' experience working exclusively in the field of energy management, and has performed energy efficiency analyses and design for buildings on five continents, including printing plants in Scotland and England; hotels in Brazil; hospitals In Australia, Japan, Guam; and thousands of buildings in the US, from Alaska to New York. Mr. Anderson has evaluated the energy efficiency of ceramics production lines, office towers, nuclear processing facilities, medical centers; laundries, steel mills, hotels, biotech facilities, prisons, college campuses, military Installations, printing plants, research laboratories, and coal, oil, and nuclear steam, plants. SELECTED PROJECTS • Statewide Energy Efficiency Partnerships Established program standards, performed technical review of contractor work and approved project savings for Retrofit Projects and MBCx Projects in Statewide energy efficiency programs, including the UC/CSU/IOU. Partnership and the CCC/IDU Partnership. Management and oversight of public goods charge (PGC) funded program that serves the 33 -campus UC and CSU systems. Involved approximately $350 million in energy efficiency upgrades statewide, with PGC funds contributing over $60 million of the total, resulting In approximately $50M in annual. operating savings. Performed. project identification and technical due diligence for over 40 projects at California Community Collegecampuses on behalf of Southern California Edison and SoCal Gas. • K-12 School District Prop 39 Project Development and Support Chief engineer overseeing all engineering work In support of Prop 39 - funded projects at K-12 school Districts throughout California, including Trinity County Office of Education, Brea -Olinda, Azusa, Fremont, Palm Springs, Lincoln and Twin Rivers. • Renewable Generation Projects for Public Sector Clients Chlof Engineer overseeing all technical and engineering work associated with the analysis, development, procurement, and implementation of renewable generation projects for municipalities, school districts, community colleges, and universities, the East Bay Regional Parks District (EBRPD),. the San Bernardino Associated Governments (SANBAG), California Reclamation Districts, and the Energy Coalition's Southern California Regional Energy Network (SoCALREN).. CITY OF SANTA ANA 25A-22 Copyright © Newcomb Anderson McCormick 2017 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study 1-9 STEVEN W. CLARKE PE REGISTRATION DIRECTOR "Registered Professional Engineer Newcomb Anderson McCormick (Mechanical), California As a Director for Newcomb Anderson McCormick with over 14 years' <{EDUCATION experience, Mr, Clarke heads NAM's southern California office, building BS Mechanical Engineering, Lehigh upon NAM's existing relationships and expanding their Influence Into '" University,Bethlehem, PA Southern California. Working not only with IOUs, Municipal Utilities and Local Governments but also directly with the end customers, Mr. Clarke 'Certificate pf Automotive Enterprise and his team focus on designing and Implementing innovative and cost effective programs and providing top-notch technical resources to the j Studies, Fairlelgh Dickenson Universlty,� utilities and end customers. Mr. Clarke Is also responsible for developing ; NJ and managing the strategic direction of energy efficiency programs and projects. Mr. Clarke has a demonstrated ability to combine both AREAS OFSPECIALI2ATION ., interpersonal skills and collaborative management practices to lead hisStrategic Program Development & ': teams to deliver projects Which consistently exceed his client's goals and Evalua> tan reach completion on schedule and within budget. SELECTED PRQJECTS"• Program and Project Management • CCC Technical Assistance and Program Design t'• ,. Contract Management, Works closely with the CCC/IOU Statewide Partnership (including ` s Energy Audits and ProfecC pato LADWP) to provide technical assistance and advisory services to end '-Analysis customers, including New Construction, Retrofits, MBCx and Demand Incentive Pro ra A hcations g pP Response. Manages NAM's efforts to identify: energy efficiency and DR - , Retrocbmmissioning - opportunities and to provide customers with a roadmap to implementation. Designs and Implements pilot efforts to evaluate RCx • Process Improverttent,. at CCC campuses and other smaller facilities. Guides his team to "• `Produ&Training ��+ leverage available utility incentives and rebates to Improve project = o Boildink Energy5irnulatfons viability through an In-depth understanding of ,how programs work and ;. Measurement and Verification how best to maximize incentives and energy savings, Advises CCC Sola rFeasibilltyModeling Partnership Management Team on new program offerings and projectGrant • Wr[tingJEvaluatian development opportunities. • PG&E Core Retrocommissioning Program • 10C Contracting Assisted with the development, management and growth of PG&E's energy efficiency RCx program, ultimately delivering over 120 paid PROFESSIONALAFFILIATIONS-` projects and 61M kWh of energy savings. Closely involved with the • Association of Energy Engineers, development and implementation of the program, including Southern California establishment of program policies, processes and technical guidelines, ` • California Commissioning as well as oversight, management and training of numerous program Collaborative stakeholders, including utility staff and contractors. a California Energy Efficiency • The City and County of San Francisco Industry Council Managed Energy Efficiency retrofit projects funded by the San Francisco Public Utility Commission's Power Enterprise and General Fund contracts. Provides engineering support and project management during of all phases of the projects from auditing to post - Install savings Copyright © Newcomb Anderson McCormick 2017 25A-23 CITY OF SANTA ANA 1-10 Proposal No. 2659.01 Water Enterprise Alternative Energy Feasibility Study KYLE B. MANAHAN PE DIRECTOR Newcomb Anderson McCormick As a Director with Newcomb Anderson McCormick, Mr. Manahan leads efforts to develop and manage solar programs for the K-12 school districts, universities and community colleges, and municipalities. Mr. Manahan has a demonstrated ability to combine creativity, strategic planning, and detail -oriented execution necessary for effective program management. Mr. Manahan is familiar with end-to-end support for solar Implementation Including solar feasibility studies, existing facility energy audits, board support, Request for Proposal creation, proposal evaluation, contract negotiations, solar design review, technical construction oversight, commissioning oversight,solar project closeout,. and solar system monitoring,: SELECTED PROJECTS • Foothill DeAnza PV Project Supported Foothill DeAnza College's development of a 1.3 MW tracking system project. Managed the technical design reviews and approvals, advised on construction issues; and ensured that the project provided a positive netfinanclal benefitto the district. • City of Palm Springs Currently supporting, City of Palm Springs In their efforts to procure solar across 14 sites, Each site has unique requirements with various system types including solar shade structures, roof mount solar, and ground mount solar. The total portfolio contain over 3.2 MW of solar power,. • County of Alameda R -REP Provided 'technical consulting to County of Alameda joint Regional Renewable Energy Procurement (R -REP). The R -REP includes 19 public agencies for a total of over 180 sites developed with renewable energy systems totaling 30 MW throughout Alameda, Contra Costa, San Mateo and Santa ClaraCounties. Mr. Manahan provided guidance in initial site feasibility studies; RFP creation, and proposal evaluation support Project financials were provided for every site during the evaluation process for both PPA and ownership scenarios. • Pajaro Valley USD Supported PVUSD to assist In the development of approximately 1 MW of direct purchase solar across five school sites. Managed the technical design reviews and approvals; advised on construction issues, and ensured that the project provided a positive net financial benefit to the district. • Canada College Supported San Mateo. Community College District development of a 1 MW direct purchase ground mount system project. Managed the technical design reviews and approvals, advised on construction issues, and ensured that the project provided a positive net financial benefit to the district. CITY OF SANTA ANA 25A-24 Copyright © Newcomb Anderson McCormick 2017 Proposal No. 2659.01 Water Enterprise Alternative Energy Feasibility Study 1-11 LUIS H. CECCO ENERGY ENGINEER Newcomb Anderson McCormick As an Energy Engineer with Newcomb Anderson McCormick, Mr. Cecco contributes to the implementation and analysis of energy efficiency projects, Providing engineering support, Mr. Cecco performs energy analyses for commercial, Industrial and government projects as well as optimization of utility Incentives for these projects. Mr. Cecco has experience in construction management and renewable energy project development. SELECTED PROJECTS California Community College and Investor Owned Utility (CCC/IOU) Energy Efficiency Partnership Provides engineering due diligence support for energy efficiency retrofits, conducting site. inspections, performing :energy savings analysis, technical reviews of contractor work and supporting overall program management. This public's good charge (PGC) funded program,: which is part of the IOU 2010.2012 energy efficiency program cycle, is a $22 million statewide program that serves the 112 campus California Community College system, and has set aggressive savings goals of 84 million kWh, 2.5 million therms, and peak demand savings of 19 MW, Brea Olinda Unified School District K-12 Prop 39 Assistance Provides management and technical services to Identify and calculate energy efficiency measures to be funded by Prop 39, Phase 1- Project Identification: Benchmarking, ASHRAE ,Level II Audits, .engineering development, and CEC reporting and tracking. Phase 2 - Project Implementation: Developing technical bid process and providing technical oversight during the implementation process. Citrus College Currently supporting Citrus College in the development of direct purchase solar system at its main campus. Managing the technical design review and approval process, advising on construction issues, and ensuring that the project provides a positive net financial benefit to the College. City of Manhattan Beach Provides energy engineering support for NAM's project development, outreach, and funding activities for energy efficiency and renewable generation projects at the City of Manhattan Beach. San Diego County Office of Education Works closely with the office's Energy & Resource Management Specialist to craft an RPP for solar project procurement, Including the Installation of several electric vehicle charging stations, with various financing options. Reviews proposals, and helps to short-list vendors. Determines the. net -benefit to the college for thebest proposals. Copyright 0 Newcomb Anderson McCormick 2077 25A-25 CITY OF SANTA ANA 1-12 Proposal No. 2569.01 Water Enterprise Alternative Energy Feasibility Study JUSTIN L. MUNDA ENERGY ENGINEER Newcomb Anderson McCormick As an Energy EngineerwithNewcomb Anderson. McCormick, Mr. Munda. contributes to NAM's Southern California presence, building upon NAM's existing relationships and expanding their influence In the area. Mr. Munda is responsible for the. implementation and analysis of energy efficiency projects. Mr. Munda provides engineering support by performing: energy analyses for commercial, industrial and government projects as well as optimization of utility incentives for these projects. SELECTED PROJECTS California Comm unity College and Investor Owned Utility (CCC/IOU) Energy Efficiency Partnership Provides engineering due diligence support for energy, efficiency retrofits, conducting site inspections, performing energy savings analysis, technical reviews of contractor work and supporting overall program management. This public's good charge (PGC) funded program, which Is part of the IOU 2010-2012 energy efficiency program cycle, 1s a $22 million statewide program that serves the 112 -campus California Community College system, andhas set aggressive savings .goals of 84 million kWh, 2.5 million therms, and peak demand savings of 19 MW, California Community Colleges Prop 39 Project Development and Implementation Provides energy engineering support for NAM's project development, outreach, tracking, and funding activities for Proposition 39 -funded projects at the California Community Colleges. Palm Springs Unified School District Energy Efficiency Program Development Provides engineering support for the development of an energy efficiency program for the Palm Springs School District by conducting site Inspections, developing potential energy efficiency measures, and performing energy savings analysis; CITY OF SANTA ANA 25A-26 Copyright© Newcomb Anderson McCormick 2017 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study 1-13 DANIELA ARAMAYO PROJECT MANAGER Newcomb Anderson McCormick As a Project Manager with Newcomb Anderson McCormick, Ms. Aramayo Is responsible for contributing to the development and management of energy efficiency and renewable programs and projects. Her attention to detail ensures that regular updates are correctly made across various project tracking platforms and that the reports she generates are accurate and illustrative of current program and project status. With an eye for operational efficiency, Ms. Aramayo is consistently Innovating and streamlining existing processes to ensure that they can be completed in the most cost effective manner. SELECTED PROJECTS California Community College and Investor Owned Utility (CCC/IOU) Energy Efficiency Partnership Provides administrative support and program management for energy efficiency retrofits through database maintenance and development, project tracking, and report generation. This Public's Good Charge (PGC) funded program, which is part of the IOU 2013.2015 energy efficiency program cycle, is a $22 million statewide program that serves the 112 -campus California Community College system, and has set aggressive savings goals of 84 million kWh, 2.5 million therms, and .peak demand savings of 19 MW. California Community Colleges Prop 39 Project Development and implementation Provides project management support for NAM's project development, outreach, tracking, and funding activities for Proposition 39 -funded projects at the California Community Colleges. Ms, Aramayo Is responsible for the Intake and processing of all required forms to certify appropriate use of rate -payer money, as well as regular and ad-hoc reporting on project status to a variety of stakeholders using multiple different tracking tools. State of California -SCE Partnership Provides. project management support for NAM's technical project development and support of State of California projects, Ms. Aramayo is the central hub for information flow for all efforts, keeping meticulous records and tracking NAM's different project related efforts. She works closely with NAM's engineers and program managers to support their data needs, ensuring data integrity and accuracy of reporting. Copyright Q Newcomb Anderson McCormick 2017 25A-27 CITY OF SANTA ANA 1-14 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study NAM seeks to provide the City's water and sewer enterprises with an independent and unbiased alternative energy feasibility study. NAM is not affiliated with any manufacturer, financer or contractor, and believes our extensive experience acting as an objective third -party acting on behalf of public sector clients is unparalleled in the Industry, :NAM will evaluate the potential for development of a variety of renewable energy projects. The aim of the evaluation will be to provide the City with those alternative energy resources that provide the greatest economic opportunity and practical application. NAM will determine the demand of the Enterprise's facilities. NAM will work with the utilityand City personnel to understand the historical energy consumption and demands. The Investigation will be technology neutral. A thorough summary of the Enterprise's energy use will be provided. NAM will analyze the available renewable energy resources available to the Enterprise. This analysis will provide an in depth discussion and evaluation of each resource and include business cases that consider utility costs, capital costs, operation & maintenance costs, financing, andenvironmentalconcerns. NAM will identify those projects with the greatest potential for economic, operational, and environmental success. NAM's recommendations will highlight the best projects and outline next steps for procuring these projects. NAM's extensive efficiency and renewable expertise is the basis of our technical and financial analysis. NAM's working knowledge of field products provides invaluable insight into actual performance and financial returns of a wide variety of renewable applications. The scope of technical and financial analysis performed for the renewable energy projects listed above varied from project to project, but typically involved some combination of site audits, feasibility studies, development of RFPs and bid packages, assistance with evaluation and selection of contractor proposals, and construction management support. NAM has robust working knowledge of Power Purchase Agreement (PPA) requirements; Net Energy Metering (NEM) programs, utility interconnection processes, design build solar procurement, and shifting solar regulations (NEM2.0). A detailed discussion of NAM's expertise and experience in each of these areas is provided below. Site Analysis and Investigation Newcomb Anderson McCormick believes understanding a site's energy usage is vital for determining how renewable generation projects should be Implemented. NAM's in-house engineering staff has years of experience performing on-site energy audits. NAM regularly provides auditing services to clients, including those in the water and wastewater treatment sectors, with scopes of work ranging from facility walk-throughs to in- depth ASHRAE Level II and III audits. NAM also uses our pump optimization, mechanical control system, and industrial energy auditing experience to provide energy efficiency audits at water facilities. NAM evaluates the energy efficiency opportunities available at water facilities because they use a tremendous amount of energy annually and there are often exceptional opportunities to save energy by improving processes and/or enhancing existing energy using systems. Working closely with plant operations personnel, NAM carefully analyzes the existing treatment processes, control systems; daily and annual process load data, past/future upgrade plans, and more to determine how the system can be enhanced to save energy, NAM's experience with wastewater treatment facilities includes performing site surveys, reviewing energy trend data, designs and 'system load forecasts, and creating energy savings estimates for wastewater treatment facilities for the Delta Diablo Sanitation District and Central Contra Costa Sanitary District as part of P6&E's Savings by Design program, among others. Due to NAM's energy engineering experience with wastewater treatment plant condition assessments and process evaluations, NAM has also served as a key team member of the Southern California Regional Energy Network (aka The Energy Network) during its wastewater treatment plant energy efficiency CITY OF SANTA ANA 25A-28 Copyright © Newcomb Anderson McCormick 2017 Proposal No. 2665.01 Water Enterprise Alternative Energy Feasibility Study 1-15 audit process improvement effort. For that initiative, NAM authored The Energy Network's wastewater treatment plant audit process flow charts and provided review and comments on the wastewater treatment plant audit guidelines. Newcomb Anderson McCormick's work is scaled to the project size and according to the client's needs.NAM's clients benefit from a streamlined approach to energy auditing and feasibility studies, which involves performing as much up -front research and preparation as possible, such as analyzing utility usage data and scrutinizing site plans. Typically, this phase of a project is begun with a kick-off meeting with City staff, after Which NAM performs site walks of each location to determine opportunities and identify design constraints for each project. NAM analyzes technical issues such as PV technologies for consideration, array sizing, fixed vs. tracking system considerations, Data Acquisition System requirements, and the location of inverters, transformers, switchgear. We evaluate the physical conditions that will affect system design including site and building physical characteristics, solar orientation, shading issues, and aesthetics. Newcomb Anderson McCormick then reviews energy usage data for each site to understand facility electric load and confirm potential PV system sizing to comply with NEM regulations at each site. NEM is a special billing arrangement that provides credit to customers with solar PV systems for the full retail value of the electricity their system generates, generally not to exceed total annual net energy usage. If the City does not possess the details necessary from utility electric bills to perform this review, NAM requests the required time -of -use information from the utility to perform an 8,760 -hour load analysis. NAM works with City staff to identify load growth impacts from the facilities master plan and bond -financed new construction projects underway at the City so that a complete picture of long-term electricity loads are considered prior to sizing PV systems. Where electric loads are relatively small and are unlikely to support significant new generation that complies with NEM limitations, NAM explores opportunities to utilize utilities' Renewable Energy Self -Generation Bill Credit Transfer (RES -BCT) tariff.. RES -BCT works similar to net metering, but any excess generation at one location can be transferred to another account under the same ownership for local government and school district customers. This approach may result in significantly more total PV generation for the City than the standard NEM approach with corresponding economic benefits. There are many conditions associated with utilizing the REC-BCT tariff that need to be evaluated further by NAM to ensure its applicability. One recent example of this analysis which might apply directly to the City Is the East Bay Regional Parks District (EBRPD). This consists of approximately 50 parks distributed over two counties, some with multiple electric meters. NAM evaluated the potential to Install PV at every park after the implementation efficiency measures. NAM also evaluated the potential fora RES -BCT project at a single park site, which would supply the entire District's PV needs with one system of 1.5 MW. The economic benefit was not as strong when using RES -BCT; however, it was determined that the increased economy of scale achieved by installing one large system Instead of 50 small, distributed PV systems would significantly offset the lower savings associated with the RES -BCT option. A similar result may result from the EMWD project analysis. The status of RES -BCT and the solar friendly SCE rate, Option R, should be monitored closely as they may be Integral in the justification of this project. Where appropriate, NAM researches these conditions and holds discussions with the utility, and documents results in the Feasibility Study if this tariff is suitable for the project. NAM is also familiar with Aggregate Net Energy Metering and has assisted several clients in utilization of this tariff to offset multiple meters on contiguous properties. Newcomb Anderson McCormick also analyzes utility interconnection issues for the new PV systems at each site from both a regulatory and technical standpoint, including utility Rule -21 interconnection regulations. NAM reviews copies of architectural plan view and topographic drawings of each site, as well as electric single -line Copyright O Newcomb Anderson McCormick 2017 25A-29 CITY OF SANTA ANA -16 Proposal No. 2569.01 Water Enterprise Alternative Energy Feasibility Study diagrams and site electrical conduit and switchgear location arrangement drawings to evaluate potential service tie-in locations and routing of trenching and new conduits. NAM is paying close attention to SCE's NEM program as it reaches its current capacity. We anticipate the current NEM program to be fully subscribed around April 2017. We are following the California Public Utilities Commission (CPUC) regulations for the NEM successor (NEM2.0). NAM Is currently working in the SDG&E territory, which has already shifted to NEM2.0 and will be able to provide a working knowledge of NEM2;0 and its new structure. We currently have the ability to estimate the addition costs associated with NEM2.0. Fortunately, these costs are manageable and allow solar project to remain financially viable. Finally, NAM conducts a review of relevant legislation, regulations, incentives, and proposed financing to ensure our analysis is comprehensive across all of these dimensions. Our review includes analysis of the current California Solar Initiative (CSI) rebate rates, when they are projected to end, and a recommended approach to take advantage of the maximum available rebates while minimizing risk to the City. NAM also assists the City with the preparation and submittal of the CSI application at the appropriate time. Currently the CSI incentives are fully subscribed, Should additional CSI incentives become available, NAM is well versed in the entire application process Including using PowerClerk, scheduling to meet the mandatory milestones, and meeting the final construction date. Feasibility Studies Typically our team confirms the optimum renewable technology to be employed, e.g. PV, solar thermal; fuel cell, or wind; validates the assessment of the physical conditions that will affect system design including shading Issues, building and roof orientation, civil and structural engineering issues, geological conditions, and aesthetic issues; and confirms the technical issues such as system sizing, technology, and location of equipment (fuel cells, PV arrays, inverters, switchgear, etc.), and other design elements are documented appropriately. Potentia( locations are evaluated, including parking lot photovoltaic shade structures and rooftop and ground mounted photovoltaic systems. CITY OF SANTA ANA 25A-30 Copyright O Newcomb Anderson McCormick 2017 Proposal No, 2569.01 Water Enterprise Alternative Energy Feasibility Study 1-17 Construction Cost Trends of Solar Projects ($/W DC) $8.00 $7.00 $6.00 _..._ _. _.... $5.00 $4.00 —CSI Projects (non-residential) $2.00 :NAM projects_ ._ $1.00 2009 2010 2011 2012 2013 2014 2015 2016 Source: Nonresidential projects from California Solar Statistics Our team then uses NAM -developed models to ensure consistency across sites and to facilitate the rapid development of the analysis. Our models take into account technology, system size, forecast production, utility savings, site characteristics, and other factors, enabling the evaluation of multiple scenarios across hundreds of sites. NAM's financial models allow for timely and accurate predictions on various applications' costs and benefits. We have worked with customers independently of PV system suppliers to drive our customers' costs lower than industry averages. Our focus on accurate site assessments, robust technical specifications, and public sector procurement best practices results in our clients' projects costing over 30% less than the industry average, as shown in the graphic at the right. Our production estimates and financial forecasts have also proven accurate overtime. In addition to the basic financial inputs expected in a solar analysis, such as incentives and utility cost escalators, our robust financial model include analysis of available tariffs, such as Time of Use (TOU) and RES -BCT, allowing our clients consider all available options with confidence. Our financial models have been used by many clients to make solar investment decisions in the past two years, serving as the basis for contracts valued at over $170 million and installed capacity of more than 34 MW. We regularly compare our forecasts to actual system performance as part of our support of clients through the entire lifecycle of a solar project. As an example, the chart below shows average monthly performance, normalized by system size, for three PV systems at a Water District compared with the average performance of fixed tilt systems in the same county. There are several periods during the three and one-half year measured period showing anomalies in system performance, warranting a more detailed performance analysis. The Operations Center performance deviates from the county average in the Fall of 2012, 2013, and 2014, and the Headquarters system production drops sharply in the Fall of 2014 through Spring 2015. Copyright © Newcomb Anderson McCormick 2017 25A-31 CITY OF SANTA ANA 1-18 Proposal No. 2669.01 Water Enterprise Alternative Energy feasibility Study ,Monthly Wh/kw for Mulct PV Systerns vs. County Avcragrr As part of the development of a comprehensive feasibility study, NAM refines and customizes the standard solar and financial models developed in-house to account for the unique attributes of each project site and to establish a baseline for evaluating project alternatives. The analysis includes an evaluation of system performance, installation considerations, and cost, Performance simulations and economics are, preliminary in nature, and are estimated using industry standard software such as PV Syst. System output is summarized In a table for each project site and detailed calculations will be provided In appendices, Newcomb Anderson McCormick then evaluates project economics using a variety of scenarios, including City bond funding, C51 incentives (If available), as well as a PPA option. The short- and long-term economics are evaluated using a pro forma analysis over the life cycle of the systems, and the results are compared to the economic criteria provided by the City. "Financial analysis includes simple payback as well as Net Present Value (NPV) life -cycle analysis. The economic feasibility analysis also includes a "No Project" alternative to compare the economics of the base case scenario of continued utility electricity purchases to the proposed PV system over a 25 year period. Sensitivity Analysis are also run based on variations in utility rate escalation factors and the cost/watt of PV. Based on the analysis performed above, NAM then works with the City to refine a project approach that best meets the needs of the City from both an energy generation and economic standpoint. This is accomplished through Draft and Final Feasibility Study reports. Following City review of NAM deliverables, we incorporate feedback into our models and prepare a final report. NAM conducts a Final Report review briefing with City staff to ensure there are no outstanding questions or concerns. The final, approved Report is then suitable to serve as the basis for the development of a Design -Build Request for Proposal (RFP) from qualified Solar PV vendors at a future time. CITY OF SANTA ANA 25A-32 Copyright O Newcomb Anderson. McCormick 2017 Proposal No, 2669.01 Water Enterprise Alternative Energy Feasibility Study 1.1 NAM is currently working with the City of Palm Springs to procure solar at eight City sites Including their Waste Water Treatment plant. NAM researched the potential of tracking and fixed tilt NEM and RES -BCT solar systems at the Waste Water Treatment plant. NAM helped the City package an RFP, which received ten proposals with financially viable projects. Several of the projects in the City's solar portfolio are being funded by a South Coast Air Quality Management grant. NAM will be helping the City meet the grant requirement as the project moves into construction. Currently, NAM is assisting the City with contract negotiations, Procurement Process Management Newcomb Anderson McCormick has extensive experience providing public procurement services to our client. NAM typically develops all technical and implementation sections of RFPs, including system requirements, performance specifications, and instructions to respondents. NAM also performs comprehensive review and analysis of contractor qualifications and proposals, negotiates contract terms, and provides independent engineering review of contractor design submittals and validation of proposed system changes. Newcomb Anderson McCormick has developed RFPs for numerous renewable energy systems for public sector clients, including the East Bay Regional Parks District, the University of Hawal'i at Manoa, the Hawai'i Department of Transportation, the Los Angeles Unified School District, Chico Unified School District, Santa Clara Unified School District, Washington Unified School District, Lincoln Unified School District, and De Anza College. In each case; NAM has worked closely with the client to produce an RFP that clearly defined the scope of the project and included technical requirements, performance specifications, description of existing conditions, instructions to respondents, evaluation criteria, and bid submittal forms. Additionally, in many cases NAM has worked with the client's legal teams to develop language for inclusion in the energy contract(s) which were subsequently included as part of the issued RFPs.. The terms and conditions of a proposed contract are as critical to evaluate as the technical aspects of the system, as they have enormous effect on the financial outcome of the project and can be significant cost drivers in both third -party (PPA) transactions and direct ownership deals. The content of RFPs is based upon knowledge developed in earlier phases of the project and our extensive experience with solar system requirements and local government procurement processes. NAM leverages our experience writing these types of documents to quickly and comprehensively document all solar project requirements. Similarly, NAM has broad and deep experience developing and negotiating contracts for the supply and installation of solar projects for public sector clients. As noted above, key steps in developing appropriate contracting vehicles often begin early in the procurement process, when the RFP is being prepared. Typically, following the release of an RFP, NAM supports our clients by providing ongoing advice regarding the evaluation and award process, leveraging numerous best practices in the areas of evaluation models, document management, communications, vendor selection, and contract negotiations. NAM ensures the process is managed consistent with the procurement strategy, RFP documents, and relevant regulations. RELEVANT PROJECT EXPERIENCE Newcomb Anderson McCormick's team of experienced energy engineers and program managers is uniquely qualified to assist the City of Santa Ana with the development of an alternative energy feasibility study. Over the last five years, NAM has served as a solar PV technical resource fora variety of clients, primarily in the public sector, and our experience providing these services includes: Analysis, development, procurement, and implementation of renewable generation photovoltaic (PV) projects for numerous municipalities, school districts, community colleges, and universities, the East Bay Copyright O Newcomb Anderson McCormick 2017 25A-33 CITY OF SANTA ANA 1-20 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study Regional Parks District (EBRPD), San Francisco Public Utilities Commission and Hatch Hetchy Water and Power, the San Bernardino Associated Governments (SANBAG), California Reclamation Districts, and the Energy Coalition's Southern California Regional Energy Network (SOCAL REN), as well :as management support of the California Public Utilities Commission's evaluation of the California Solar Initiative. Deep understanding of financial and regulatory environment. Our clients include educational institutions, municipalities, utilities, and public utility regulators. NAM works every day within the legal, regulatory, and fiscal environment that influences the success of energy programs In California. We are intimately familiar with local, state, and federal codes and laws applicable to the City. Moreover, we regularly assist clients to leverage financing available for solar PV projects, including general obligation bonds, third -party financing, and CREBs. NAM understands the CEC loan process, and has secured CEC loans for renewable projects, including a large carport solar system at Porterville College. NAM is also currently working with the City of Palm Springs and the South Coast Air Quality Management District to fund several solar projects, bringing savings to the City and reducing pollutants in the area. Our recent solar work includes the following projects at over 260 individual sites. The table below is a summary of firm's consulting experience in providing feasibility assessments and procurement and implementation support within the last 5 years. Each of these projects was performed entirely by NAM's staff of In-house engineers and project management personnel. Typically, each project was assigned a NAM team comprised of a Principal, two or three registered professional engineers, and additional project management and support personnel as necessary, Overview of Firm's PV Experience CITY OF SANTA ANA 25A-34 Copyright © Newcomb Anderson McCormick 2017 • Chico USD Feasibility study, procurement and 2012 :Michael Wetssenborn installation support for 2.4 MW system (530) 891.3209 CltyofPalm Feasibility study, procurementand 2017 Marcus L.Fuller, P,E. Springs Installation supportfor2.5MWPVsstem (760) 322-8380 City of Rancho Feasibility study, procurement and 2016 Fabian Villenas Cucamonga installation support for 2MWPUsystem (909)477.2700 County of Alameda Preliminary feasibility stwdiies for over 30 MW 2014 Jeff Rayos of PV systems at various East Bay locations (510) 208-9773 DeAnza College Feasibility study, procurement and 2012 Tom Armstrong Installation support for 1.2 MWPVsystem (408)864-8289 East Bay Regional Feasibility study, procurement. and 2016 Jeff Rasmussen Parks District Installation support for 1.2 MW PV system (510) 544-2130 Kern CCD Feasibility study, procurement and 2016 Joseph DeRosa installation. support for 1.0 MW PV system, (661) 336-5022 .Lincoln USD Feasibility study, procurement and 2013 Tom Uslan Installation support for 2.5 MW PV system (209) 953-9712. Mt. San Antonio Feasibility study and procurement support 2015 GaryGidcumb for 2.5 MW PV system 919) 274-5739 -College Pajaro Valley USD Feasibility study, procurement and 2012 Brett McFadden installation support for 1.7 MW PV system (831) 786-2100 San Leandro USD Feasibility study, procurement and 2012 Aaron Kerrigan Installation support for 1.2 MW PV system (510) 452-7472 San Mateo CCD Feasibility study, procurement and 2015 Joe Fullerton .Installation support for 1.2 MW PV system (650) 339-0836 CITY OF SANTA ANA 25A-34 Copyright © Newcomb Anderson McCormick 2017 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study 1-21. SCHEDULE A detailed schedule based on the Scope of Services contained in the RFP Is provided below In Section Two. NAM Is prepared to provide the resources required to complete all of the scoped work in as timely a manner as possible. NAM strives to continually meet client expectations by giving its employee's the bandwidth to address project scope and timelines. NAM's current work load will not prevent any part of the scope work to be fully addresses within the proposed schedule. Copyright ©Newcomb Anderson McCormick 2017 25A-35 CITY OF SANTA ANA • SANBAG Preliminary feasibility studies for over 30 MW 2012 Duane Baker of PV systems at various San Bernardino (909) 884-8276 County locations Santa Clara USD Feasibility study, procurement and 2013 Larry Adams Installation support for 2.8 MW PV system (408) 423-2001 UH Manba Feasibility study, procurement and 2014 Steve Mader nstallation support for 4,8 MW PV system 808) 956-8018 UN System PV Feasibility study for 70 MW PV system 2012 Steve Mader Plant (808) 956-8018 Washington USD Feasibility study, procurement and 2013 Scott Lantsberger installation support for 2.5 MW PV system (916) 375.7604 x1010 Yolo County Feasibility study, procurement and 2013 Terry Vernon installation support for 2.5 MW PV system (530) 666-8066 SCHEDULE A detailed schedule based on the Scope of Services contained in the RFP Is provided below In Section Two. NAM Is prepared to provide the resources required to complete all of the scoped work in as timely a manner as possible. NAM strives to continually meet client expectations by giving its employee's the bandwidth to address project scope and timelines. NAM's current work load will not prevent any part of the scope work to be fully addresses within the proposed schedule. Copyright ©Newcomb Anderson McCormick 2017 25A-35 CITY OF SANTA ANA 1-22 Proposal No. 2659.01 Water Enterprise Alternative Energy Feasibility Study The City of Palm Springs contracted with NAM to provide a third -party peer review of a proposed contract with Chevron Energy Solutions (CES) and provide a review of: Energy conservation measures Construction cost estimates The energy savings associated with these projects The financial savings resulting from their implementation Additionally, through initial discussions with City Staff and the City Council Subcommittee, specific areas of concern and project needs were noted, including: The need for the project to address two of the City's ailing cogeneration systems, which were nearing the end of their useful lives ® Concerns about the retirement of one of the cogeneration plants a Concerns over the realization of energy savings from this "project, and risk management to protect the City's financial interests, as a loan was to be obtained for the work The bundled energy management project proposed to the City of Palm Springs by Chevron Energy Solutions encompassed a wide range of energy efficiency and generation measures, including lighting,. HVAC, water, solar generation, cogeneration and other measures. Newcomb Anderson McCormick's detailed peer review of the proposed scope of work focused in particular on the technologies being proposed with respect to current industry trends and best practices. Facility and equipment Information and conditions were also considered to establish the reasonableness of the baseline conditions assumed in the energy calculations. All anomalies or questionable assumptions were noted for follow up, and their potential risks to the savings were assessed, The energy savings calculations and energy models were reviewed to determine compliance with Industry accepted practices, reasonableness and congruency with the stated scope of work. The operating parameters, such as hours of operation and HVAC setpoints, were also checked for reasonableness, and modeled energy consumption was compared to utility data where available. Newcomb Anderson McCormick also assessed the proposed design of solar PV systems. We verified forecast production and reviewed the estimate of utility savings as a point of comparison to the proposed financials. NAM also reviewed high-level system designs for robustness, use of sound engineering principles, and quality of key components. CITY OF SANTA ANA 25A-36 Copyright © Newcomb Anderson McCormick 2017 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study 1-23 REFERENCE: Mr, Marcus L, Fuller. P.E. Assistant City Manager/City Engineer City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, CA 92263-2743 Ph: (760) 322-8380 Marcus.Fuller@palmsprings-ca.gov Newcomb Anderson McCormick reviewed the proposed pricing for each measure and as well as at the overall program level. The "soft costs" (construction management, engineering, general conditions, etc) were compared relative to similar projects NAM had overseen in the public sector, especially as delivered by ESCOs, Newcomb Anderson McCormick reviewed the proposed measurement and verification plan and determined the appropriateness of the approach for each measure and compliance with IPMVP. NAM identified the Impacts and risks associated with stipulated portions of the plan versus full measurements, and made appropriate recommendations to protect the interests of the City. NAM also reviewed the contract and savings guarantees to identify the potential risks to the City. Currently, Newcomb Anderson McCormick provides solar PV construction support to the City. Acting as the "owner's representative" for each phase of the project, NAM has assisted the City in developing a solar RFP and provided solicitation support, proposal evaluation, contract negotiations, contract administration, and design review. The solicitation process was extremely successful, resulting in bids from nearly a dozen vendors. NAM worked with the City to develop a shortlist of three vendors and select the winning bids. Furthermore, when one of the selected contractors dropped out due to unforeseen circumstances, NAM helped the City to revise the scope of work accordingly, resolicit bids, and negotiate with vendors. To ensure that stakeholders and community members were cognizant of the value that the solar PV systems would bring to the City, NAM helped the City present the project to the City Council and obtain Council approval of the project. In addition; NAM's support to the City not only ensured that the system satisfied grant requirements of the South Coast Air Quality Management District (AQMD), but also helped the City achieve more favorable pricing, resulting in the installed system capacity being double the Initial estimates. Newcomb Anderson McCormick will continue to provide technical oversight during construction, as well as final solar system QA review, closeout assistance, and performance management, coordinating our work with City staff and personnel from the selected solar provider to contribute to project success. Currently NAM and the City have successfully completed a 1 MW tracking ground mount solar system at their water treatment plant and a 750 kW fixed tilt ground mount solar system at their animal shelter. Copyright © Newcomb Anderson McCormick 2017 CITY OF SANTA ANA 25A-37 1-24 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study Newcomb Anderson McCormick provided Solar Photovoltaic (PV) System Support services to Chaffey College campuses in Rancho Cucamonga, Chino, and Fontana, The project scope included parking lot shade structure systems at all three campuses. The scope of work performed by NAM included an initial solar feasibility analysis to determine the potential size and financial feasibility of the PV system; development of an RFP for design - build firms to construct the proposed system; review and analysis of the submitted proposals, including recommendations' regarding selection of the design -build firm. NAM developed a detailed feasibility study that addressed system location, potential layouts, sizing, utility tariff, and ownership options. Cashflow analyses were presented to the District to demonstrate the net benefit resulting from cash purchase vs. PPA. Upon the submittal and approval of the feasibility study, NAM developed a Request for Proposals (RFP) for a solar photovoltaic and energy storage Design -Build contract, which included criteria for system construction and performance, technical sections, instructions to proposers, evaluation criteria and methodology, and key elements of the terms and conditions, NAM then assisted the college to evaluate the proposals, select a vendor and negotiate a final contact with that vendor. NAM assisted the college during the design phase of the project, promptly reviewing and approving design submittals, answering RFis and managing the design process to ensure that all key project deadlines were met. REFERENCE: Ms. Sarah Riley Manager -Facilities Development Chaffey Community College District 5885 Haven Avenue Rancho Cucamonga, CA 91737 (909)652-6176 Sarah. Riley@ Chaffey,edu During construction, NAM performed construction oversight, advising the college on issues that arose relating to change orders, clarifications and with interconnection to ensure that the client continued to receive maximum on PV. CITY OF SANTA ANA Copyright © Newcomb Anderson. McCormick 2017 25A-38 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study 1-25 The East Bay Regional Park District (EBRPD) operates 65 regional parks, recreation areas, wilderness, shorelines, preserves and land bank areas in Alameda and Contra Costa Counties. With a strong environmental ethic, the District was Interested in creating a Strategic Energy Plan as a roadmap for future energy decisions. The District contracted NAM to develop a plan to show how the District could significantly Improve its energy efficiency, generate much of its needed energy on site, reduce energy costs, and significantly decrease Its greenhouse gas emissions. Energy use in the parks is concentrated around the structures in each park, some with multiple electric meters. There are 599 structures in the District with a total building area of 851;053 square feet; NAM staff audited 83% of this building area. NAM evaluated the potential to install PV at every park after efficiency measures. Approximately $1.1 million in retrofit energy projects were Identified, Including lighting, controls, HVAC, domestic hot water, and pumping projects. $7,2 million in solar photovoltaic (PV) generation projects have been Identified. NAM evaluated the potential for a RES -BCT solar PV project at one site, which would supply the entire District's PV needs with one system of 1.5 MW. The economic benefit is not as strong when using RES -BCT. However, it was determined that the lower savings are more than made up for by the increased economy of scale in installing one large system Instead of 50 small PV systems over a wide geographic area. Together, the energy efficiency and PV projects are projected to reduce the District's energy bill by 78%. NAM provided implementation assistance for the strategic energy plan by overseeing and tracking EBRPD self -installation of the Identified STRATEGIC ENERGY PIAN 1.16 MW RES -BCT Carport system with estimated, REFERENCE: Jeff Rasmussen Assistant Finance Officer East Bay Regional Park District 2950 Peralta Oaks Court P.O. Box 5381 Oakland, CA 94605 JRasmussen@ebparks.ora. (510)544-2130 energy efficiency projects and coordinating incentive applications with PG&E for all energy efficiency measures. NAM developed the RFP for solar contractors, assisted the District with proposal evaluations and contract negotiations, and provided technical services to review all solar plan sets and construction documents. NAM also served as the owner's representative for the District throughout the construction of the PV system and assisted the District through the commissioning and utility interconnection processes; NAM is in the process of providing battery storage feasibility analysis to EBRPD. By utilizing NAM's battery storage economic model, EBRPD will be able to identify those meters that benefit from storage solutions. NAM utilizes an algorithm in conjunction with historical 15 minute utility data to simulate and project realistic demand savings. NAM will also provide EBRPD with the most up to date cost information based on actual pricing as seen from recent industry battery proposals. NAM is investigating the impact of state and federal incentive money dedicated to battery storage and will outline the process for securing these Incentives. NAM will deliver a full cash flow analysis that includes the costs, savings, and incentive to help EBRPD identify the viability of battery storage across their largest meters. Upon completion of the feasibility effort, NAM will assist EBRPD with procuring the best storage solution. Copyright © Newcomb Anderson McCormick 2017 25A-39 CITY OF SANTA ANA 25A-40 Proposal No. 2669.01 Water Enterprise Alternative Energy Feasibility Study 2~1. SECTION 2: Determine Demand 15 Days Investigate Existing Energy Consumption 5 Days Investigate Historical Energy Consumption 5 Days Investigate Future Energy Consumption 2 Days Organize Findings 3 Days Analysis of Renewable Energy Resources 6 Days Determine constraints 3 Days Provide overview and recommendations 3 Days Business Case Development 9 Days Evaluation of costs (utility, capital, 0&M, etc.) 2Days Financing options evaluation 3 Days Environmental considerations 2 Days Identification of Renewable Energy Opportunities 7 Days Identify sites 2 Days Estimate costs and return on investment 3 Days Estimate environmental impacts 2 Days Recommendations and Next Steps 8 Days Provide comprehensive findings 4 Days Provide comprehensive recommendations 4 Days Copyright © Newcomb Anderson McCormick 2017 25A-41 CITY OF SANTA ANA 25A-42 Proposal No, 2669.01 Water Enterprise Alternative Energy Feasibility Study 3-1 Newcomb Anderson McCormick's fee proposal for the proposed work is included in a separately sealed envelope labeled "Fee Proposal" and includes the firm's Standard Hourly Fee Schedule and a Project Fee Schedule as outlined in the Scope of Work. Copyright © Newcomb Anderson McCormick 2017 25A-43 CITY OF SANTA ANA 25A-44 Proposal No. 2659.01 Water Enterprise Alternative Energy Feasibility Study 4-1 SECTION 4: Signed copies of the following forms are provided on the following pages. • Non -Collusion Affidavit • Non -Lobbying Certification • Non -Discrimination Certification Copyright 6 Newcomb Anderson McCormick 2017 25A-45 CITY OF SANTA ANA CITY OF SANTA ANA RFP NO.: 17-118 WATER ENTERPRISE ALTERNATIVE ENERGY FEASIBILITY STUDY ON -C LUSF N AF'F DAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interedt of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or Indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put In a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained In the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal, BIDDERS are cautioned that making a false certification may subject the certifier to criminal Signed State of California County of_ '68vtC✓Lf.CQ Subscribed and sworn to (or affirmed) before me on this —(O_ day of _.1 2 20LI, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Seal JENA M, Lt1PCLC COYnan881nn M 2123426 I Notary public • Calllornle Ban Francisco County,. M Corrlrn, £X lros Au i 4, 7.019 Page I of I 25A-46 CITY OF SANTA ANA RFP NO.: 17-118 WATER ENTERPRISE ALTERNATIVE ENERGY FEASIBILITY STUDY .NON -LOBBYING CERTIFICATION The prospective participant oertifles, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for Influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation; renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) if any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure of Lobbying Activities," in conformance with its Instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code, Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this oerti'ica0on be included in all lower tier subcontracts,, which exceed $10 ,000 an ha74_1 ssuch i r�elplents shall certify and disclose accordingly. Signed: ( 7%iC �F� �. Title: Firm: Newcomb Anderson McCormick, Inc. Date: December 6, 2017 25A-47 Page 1 of I CITY OF SANTA ANA RFP NO.: 17.118 WATER ENTERPRISE ALTERNATIVE ENERGY FEASIBILITY STUDY NON-i)ISCRIMINATION CER..TII ICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall Include, but not be limited to, the following; employment, upgrading, domotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other ferns of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments tinder this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports repaired by Executive Order 11246 of September 24, 190, and by rules, regulations,. and orders of the Secretary of Labor, or pursuant thereto; and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies Invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the senteucc immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, Including sanctions for noncompliance; provided, however, that In the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency,, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. Page 1 of 2 25A-48 CITY OF SANTA ANA RFP NO.; t7•l18 WATER ENTERPRISE ALTERNATIVE ENERGY FEASIBILITY STUDY 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subje t to all the penalties lro or a violation of the Chapter. Signed: , Title: Principal Firm: Newcomb Anderson McCormick, Inc. Date: December 6, 2017 Page 2 of 2 25A-49 EXHIBIT B , Newcomb � Anderson j McCormick cneoar mxr„acv xnxe -.nu co„o."u,r�n 1191201$ Newcomb Anderson McCormickproposesthe following tasks to support the City of Santa Ana, We propose to act as the "solar owner's representative", coordinating our work with City staff. The tasks described below will ensure the City has access to the expertise required to determine the feasibility of the solar and other energy saving projects, "1 a lead role; 2 = Support role "Direct Costs to be billed at cost without markup "Includes NAM sub consultants Copyright 2018 Newcomb Anderson McCormick 25A-50 Page 1 of 1 MRN,' � �� VAN � Usk Gather site and utility data from:.. =20 Water Wells -7 Water Booster Stations. - 2 Sanitary Sewer Lift Stations 2 1 72 $12,600 -29 Main Electric Loads Evaluate historical energy consumption Understand Enterprise Operations Evaluate renewable energy resource Discuss technologies, advantages/disadvantages; & constraints 1 2 32 $5,600 Provided detailed recommendations on most suitable technologies Investigate improvement to buildings to Increase energy efficiency 1 2 AO $7,000 Business Case Development, Including: Solar Feasibility • Utility Costs • Capital Costs • Operation and Maintenance Costs 1 2 72 $12,600 -Available grants, incentives credits, etc, • Excess power generation potential • Environmental Considerations Identify Renewable Energy Implementation Opportunities, Including: • Best suites suited for alternativeenergy development -Estimate cost of installation 1 2 AO $7,000 - Potential funding sources -. Estimate. ROI -Carbon Dioxide savings Next Step Recommendations 1 2 20 :$3,500 Deliverable Creation 1 2 36 .$6,300 Support. City deeision-making 116 :$2;600 Direct Costs" Travel expenses, conference calls nla-$2,000 TOTAL”" 326 $5g,A00 "1 a lead role; 2 = Support role "Direct Costs to be billed at cost without markup "Includes NAM sub consultants Copyright 2018 Newcomb Anderson McCormick 25A-50 Page 1 of 1 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 6, 2018 TITLE: APPROVE AN AGREEMENT WITH ALL CITY MANAGEMENT SERVICES FOR ADULT CROSSING GUARD PROGRAM (STRATEGIC PLAN NO. 1, 1) V, Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a three-year agreement with All City Management Services Inc. (ACMS) to provide an Adult Crossing Program, for the period of March 1, 2018 through February 28, 2021, in an amount not to exceed $2,978,250, which includes a ten percent contingency ($270,750.00), subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION In December 2017, the City issued a Request for Proposals (RFP 17-137) for Adult Crossing Guard services to ensure the safe movement of elementary school children around school zones within the City of Santa Ana. Currently, the Crossing Guard Program provides crossing guard services to three school districts, which includes 35 schools with a total of 50 crossing guards throughout the City. Three vendors responded to the RFP. All City Management Services, American Guard Services and SSG20 each submitted proposals for consideration. An evaluation committee consisting of representatives from PD Traffic and PD Administrative Services reviewed and rated the three proposals. The proposals were evaluated according to Responsiveness to RFP (20%), Experience of Firm and Personnel (40%) and Cost of Proposal (40%), as stated in the RFP. The results of the evaluation are as follows: Vendor Score All City Management Services 580 American Guard 538 SSG20 Not Responsive 600 points max The Police Department proposes to enter into a three-year agreement with All City Management Services. All City Management Services has been providing crossing guard services for the City of Santa Ana since 2013, and has been accommodating, professional and consistent in handling Crossing Guard Services under their current agreement with the City. 2513-1 Agreement with All City Management Services March 6, 2018 Page 2 In 2014, the Traffic Division conducted a review of the 72 crossing guard positions in the City. The review included evaluating the "Warrant Sheet' for a crossing guard/traffic signal crossing by Public Works; analyzing traffic collision data; site surveys of the locations, and a personal interview with the crossing guards. Warrant sheets contain information, such as traffic counts, that is used by Public Works to establish if a crossing guard is warranted at a particular location. The following factors were also considered in the analysis: 1.) Several warrant sheets recommended one crossing guard, but there were additional crossing guards assigned; 2.) Some crossing guards were in close proximity to others; 3.) There was an overhead tri -phase signal or a marked crosswalk with sufficient street signage; 4.) The collision data involving pedestrians at most locations was relatively low, or the data did not support collisions were occurring during school hours; 5.) Some crossing guards interviewed indicated pedestrian traffic was minimal; 6.) Children were crossing major streets to attend school despite the fact there was another school in closer proximity or in the same residential tract. As a result, the Traffic Division determined that there was a need to staff 50 crossing guard positions in the City. The contracted cost for the new three-year agreement is as follows: Contract Year Contract Period Min. Wage Effective January 1st Hourly Bill Rate Annual Cost (47,500 hours) 1 3/2018 - 2/2019 $11.00 $17.26 $819,850 2 3/2019 - 2/2020 $12.00 $18.99 $902,025 3 3/2020 - 2/2021 $13.00 $20.75 $985,625 Subtotal $2,707,500.00 10% Contingency $270,750.00 Total $2,978,250.00 25B-2 Agreement with All City Management Services March 6, 2018 Page 3 This agreement includes minimum wage increases, which takes effect on January 01, 2019 and January 01, 2020. The agreement also includes a ten percent contingency of $270,750.00 for unanticipated services. The annual cost of this agreement is $902,500.00 (averaged per year) compared to the last agreement which was $642,659.33 (averaged per year). The difference between these two agreements is approximately $259,840.67 (averaged per year). The increase can be attributed to an increase in annual billable hours and a minimum wage increase of $1.00 per year for the life of this agreement. Additionally, this agreement brings the City into compliance and is in accordance with applicable State of California Wage Orders regarding Split Shift Wage Differential laws. In addition, this agreement includes the following three new locations that are not included in the current agreement: 1. Edinger/Raiff Implemented September 2015 2. Edinger/Center Implemented September 2015 3. Hathway/McFadden Implemented January 2016 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 - Community Safety, Objective #1, Modernize the Community Policing Philosophy to improve customer service, crime prevention and traffic / pedestrian / bicycle safety. FISCAL IMPACT Funds for FY 2017-18 are available in the Police Department, Traffic Division Other Contractual Services account (no. 01114405 62300). Funds for fiscal years 2018-19 through 2020-21 will be incorporated in future fiscal year budgets (account no. 01114405 62300). FY 2017-18 $ 273,283 FY 2018-19 $ 847,242 FY 2019-20 $ 929,892 FY 2020-21 $ 927,833 Total $ 2,978,250 *DavviValentin Cu 1E� Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency Exhibit A: Agreement 25B-3 25B-4 Exhibit A AGREEMENT WITH ALL CITY MANAGEMENT TO PROVIDE CROSSING GUARD SERVICES THIS AGREEMENT is made and entered into this 6' day of March, 2018, by and between All City Management,_, Inc.,- a California Corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On December 11, 2017, the City issued Request for Proposal ("RFP") No. 17-137, by which it sought a consultant to provide adult crossing guard services to ensure the safe movement of elementary school children around school zones within the City of Santa Ana. The Crossing Guard Program provides crossing guard services to three school districts, 35 schools, and a need to staff a total of 50 crossing guards throughout the City. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described at the locations listed in RFP No. 17-137 and further delineated in Exhibit A. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described below and at the locations set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. Consultant shall agree to perform school crossing guard services for the City of Santa Ana. The scope of work shall be as follows: a. Consultant will monitor, supervise, and assure the safety of all school children that utilize intersections and crosswalks while moving to and from school. b. Consultant shall perform all work to the highest professional standard and in a manner deemed reasonably satisfactory to the Chief of Police or his designee. c. Consultant will provide an estimated 47,500 hours per year of crossing guard services by qualified adult crossing guards approved by the City during pre- determined time periods at specific locations throughout the City as shown in Page 1 of 10 25B-5 Exhibit "A". The estimated hours above are calculated based on the number of hours per day multiplied by the number of annual school days. However, Consultant is required to staff the crossing guard positions when the schools modify their schedules to accommodate the academic needs of their students. d. New locations may be added at the City's written request and Consultant will increase the service hours accordingly. In addition, the City may remove crossing guard locations and/or reduce crossing guard hours at a location with a 24-hour notice. C. Consultant will provide all administrative duties associated with the Adult Crossing Guard Program in the City of Santa Ana. f. Consultant will be required to provide for the supervision of all employees associated with conducting the Adult Crossing Guard Program; including the recruitment, hiring, administrative (internal) investigation, discipline and termination of employees. g. Consultant will provide all facilities, vehicles and other associated equipment related to conducting the Adult Crossing Guard Program. Required equipment will include safety-reflectorized vests, stop signs, whistles, rain gear and photo - identification badges. h. Consultant shall provide all employees with equipment that complies with all applicable laws and established safety standards. Consultant agrees to offer employment to the currently employed All City Management Services employees who were previously employed by the City of Santa Ana as Adult School Crossing Guards if they meet the Consultant's hiring requirements. Those employees shall be hired and retained at an hourly rate that is no less than the amount they were paid while employed by the City of Santa Ana. However, these employees shall be subjected to the personnel rules of the Consultant as it relates to step increases, salary caps, and continued employment. The City of Santa Ana makes no representation of employment adequacy of the previously employed employees. Furthermore, the Consultant shall ensure that the previous City employees, at a minimum, meet the conditions of Section III, Subsection 13 of the Consultant's proposal as well as the Consultant's hiring and retention policy. If the current employee meets the hiring and retention criteria of the Consultant, they shall be offered employment with the proposer at their current salary. Consultant shall arrange for and provide all substitute employees, ensuring that all designated locations are staffed during the required time periods. Consultant shall contact the Santa Ana Police Department immediately if a position cannot be filled by the Contractor. The Santa Ana Police Department will staff that position and bill Consultant for the period of time spent covering that post in accordance with the Miscellaneous Fee Schedule. Page 2 of 10 r k. Consultant shall be responsible to coordinate with the affected schools and school districts to ensure coverage is provided at designated locations when school schedules are modified and/or changed for any reason that requires children to arrive or depart at a time that is different than the norm. Consultant will provide all of the required training for employees selected to be crossing guards. in. Consultant shall certify that all employees selected to perform the duties of a crossing guard in the City of Santa Ana have never been convicted of any felony, crime of moral turpitude, or any crime against children. In addition, the recruitment process shall incorporate a Pre -Employment Screening Program that includes: 1. An employment reference check 2. A criminal background check and a fingerprint check 3. A drug and alcohol screening test 4. Social Security verification 5. Only documented, authorized Contractor employees are eligible to work or permitted on or in City facilities (Verification of the INS -9 forms must be approved by the City upon request) n. Any employee whose conduct is not satisfactory, as determined by the City of Santa Ana, shall be removed from providing crossing guard services in the City of Santa Ana. o. Consultant shall investigate all public complaints concerning crossing guard services. In the event of a complaint, Consultant shall contact the Santa Ana Police Department at (714) 245-8228, within two (2) hours, to advise the nature of the complaint and the remedy/resolution of said complaint. Consultant shall furnish a written report of the incident to the City of Santa Ana Police Department within three (3) business days after the occurrence; and P. Consultant shall maintain detailed records and reports of the total number of hours of service provided. These records shall list the number of hours worked at each location. These records will be made available for inspection and audit by the City of Santa Ana at any time. 2. COMPENSATION a. The total amount to be expended during the term of this Agreement shall not exceed $2,978,250. The sum of this amount is comprised of a base amount of 1) $2,707,500 and 2) a 10% contingency amount of $270,750 for services to be performed at the sole discretion of the City. b. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges as follows: Page 3 of 10 25B-7 Contract Contract Min. Wage Hourly Annual Cost Year Period Effective January 1st Bill Rate hours0 ours) 1 3/2018 - 2/2019 $11.00 $17.26 $819,850 2 3/2019 - 2/2020 $12.00 $18.99 $902,025 3 3/2020 - 2/2021 $13.00 $20.75 $985,625 Subtotal $2,707,500.00 10% Contingency $270,750.00 Total $2,978,250.00 c. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on March 1, 2018 for a three (3) year term through February 28, 2021, unless terminated earlier in accordance with Section 13, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability insurance, or equivalent form, with a combined single limit of not less than Five Million Dollars ($5,000,000) per occurrence OR with a combined single limit of not less than Ten Million Dollars ($10, 000, 000) per occurrence. If such insurance contains a general aggregate limit, such limit shall Page 4 of 10 r apply separately to each project the Team performs for the City of Santa Ana. Such insurance shall (a) name the City of Santa Ana, its officers, agents, representatives, volunteers and employees as additional insured(s); (b) be primary with respect to insurance of self-insurance programs maintained by the City of Santa Ana; and (c) contain standard separation of insured provisions; and (d) give to the City of Santa Ana prompt and timely notice of claim made or suit instituted arising out of Team's operations hereunder. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. g. If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Page 5 of 10 25B-9 6. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 7. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 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 Page 6of10 25B-10 information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 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. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 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 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 upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant Page 7 of 10 25B-11 compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 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. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. 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. Page 8 of 10 25B-12 18. 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: Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-6515 Santa Ana Police Department Traffic Division 60 Civic Center Plaza (M-18) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-245-8190 To Consultant: All City Management Services, Inc. Attn: President & General Manager 10440 Pioneer Blvd., Ste. 5 Santa Fe Springs, CA 90670 Fax: 310-202-8325 Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 Chief of Police City of Santa Ana 60 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Fax: 714-245-8190 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 Page 9 of 10 25B-13 transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONJAR.CARVAL City A y By: Tamar Bogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police CITY OF SANTA ANA Raul Godinez II City Manager CONSULTANT: By: Title: 25B-14 Page 10 of 10 EXHIBIT A SCOPE OF SERVICES 25B-15 EXHIBIT "A" CROSSING GUARD LOCATIONS (Per week) Loc Intersection Mon Tues Wed Thurs. Fri Total 1 Hazard/West (IFOS) (SE) 3 3 3 3 3 15 2 Fifth St/Huylars Ln (N) 3 3 3 3 3 15 3 Newhope/Camile (SE) 3 3 3 3 3 1s 4 Newhope/Kent(SW) 3 3 3 3 3 15 5 Hazard/Rosita-So (SE) 3 3 3 3 3 15 6 Fifth St/Rosita (S) 3 3 3 3 3 15 7 Camile/Jackson (SW) 3 3 3 3 3 15 8 Fairhaven/Old Grand (S) 3.25 3.25 3 3.25 3.25 16 9 St. Gertrude/Raitt (SE) 4.75 4.75 4.92 4.75 4.75 23.92 10 Santa Ana/Pacific (NE) 5 5 5.75 5 5 25.75 11 Fifth St/Pacific (NE) S S 5.5 5 S 25.5 12 Center/Borchard (E/AM)(W/PM) 5 S 4.75 S S 24.75 13 Edinger/Greenville (SE) 5 S 4.75 5 5 24.75 14 Edinger/Center(N/W) 5 S 4.75 S S 24.75 15 Edinger/Raitt (N/W) S S 4.75 5 5 24.75 16.1 Main/Warner (NW) 4.75 4.75 4.75 4.75 4.75 23.75 16.2 Main/Warner (SE) 4.75 4.75 4.75 4.75 4.75 23.75 17 Broadway/Cubbon(SE) 4.75 4.75 4.75 4.75 4.75 23.75 18 Civic Center/English (NE) 4.75 4.75 4.75 4.75 4.75 23.75 19 Santa Ana/Lacy (NE) 4.5 4.5 4.67 4.5 4.5 22.67 20 6th/Lacy (SE) 4.5 4.5 4.67 4.5 4.5 22.67 21 Civic Center/Lacy (NE) S S 5.42 5 5 25.42 22 MacArthur/Raitt St (SE) 4.75 4.75 4.75 4.75 4.75 23.75 23 Greenville/Pomona (NE) S S 4.5 S 5 24.5 24 Main/Walnut (SW) 5 5 4.75 5 5 24.75 25.1 McFadden/Fairview (NE) 4 4 3.5 4 4 19.5 25.2 McFadden/Fairview (SE) 4 4 3.5 4 4 19.5 26 Adams/Raitt (SE) 4.67 4.67 4.67 4.67 4.67 23.35 27 McFadden/Standard (NE) 4.5 4.5 4.5 4.5 4.5 22.5 28 McFadden/Hathaway (NW) 4.5 4.5 4.5 4.5 4.5 22.5 29 McFadden/Pacific 4.75 4.75 5 4.75 4.75 24 30 Willits/Sullivan (NE) 4.75 4.75 4.75 4.75 4.75 23.75 25B-16 31 1 Willits/Raitt (NE) 4.75 4.75 1 4.75 4.75 4.75 23.75 32 Flower/Bishop (SW) 4 4 3.5 4 4 19.5 33 Flower/Highland (SW) 4 4 3.5 4 4 19.5 34 Hobart/Standard (SW) 5 S 5 5 5 25 35 Edinger/Standard (NW) 5 5 5 5 5 25 36 Olive/Wilshire (NW) 4.75 4.75 4.75 4.75 4.75 23.75 37 Flower/Wilshire (NW) 4.75 4.75 4.75 4.75 4.75 23.75 38 Central/Halladay(NW) 3.25 3.25 3.25 3.25 3.25 16.25 39 Monte Vista/Raitt (E/AM) (W/PM) 4.75 4.75 5 4.75 4.75 24 40 Chestnut/Halladay(NE) 4.75 4.75 4.75 4.75 4.75 23.75 41 Chestnut/Standard (SW) 4.75 4.75 4.75 4.75 4.75 23.75 42 Bristol/Santa Clara (SW) 4.75 4.75 4.75 4.75 4.75 23.75 43 Santa Clara/Baker (SW) 4.75 4.75 4.75 4.75 4.75 23.75 44 Poplar/Saint Andrew (NE) 4.25 4.25 4 4.25 4.25 21 45 Flower/MacArthur (NE) 4 4 3.75 4 4 19.75 46 Alton/Greenville (SE) 4.5 4.5 4.75 4.5 4.5 22.75 47 Bishop/Standard (NW) 4.75 4.75 4.75 4.75 4.75 23.75 48 flower/Anahurst (SW) 4.75 4.75 4.75 4.75 4.75 23.75 49 Flower/Warner (SW) 4.75 4.75 4.75 4.75 4.75 23.75 50 Washington/Baker(SE) 4.75 4.75 4.75 4.75 4.75 23.75 1143.03 School Schedules Santa Ana Unified School District (SAUSD) Traditional Schedule - Schools within the SAUSD assigned to the traditional school schedule operate an average of 183 days per year beginning in August and ending in June. Garden Grove Unified School District (GGUSD) Traditional Schedule - All schools in the City of Santa Ana that are within the GGUSD are assigned to the traditional schedule. Traditional schedule schools are open an average of 183 days per year beginning in September and ending in June. Orange Unified School District (OUSD) Traditional Schedule - Fairhaven Elementary School is the only school in the City of Santa Ana that is governed by the OUSD. The school operates on a traditional schedule with an average of 183 days per year based on a schedule that begins in August and ending in June. 25B-17 Abbreviations N/E Northeast N/W Northwest S/E Southeast S/W Southwest S.A. Santa Ana Unified School District G.G. Garden Grove Unified School District Org. Orange Unified School District Priv. Private School • Bilingual English/Spanish Crossing Guards are desirable due to the large Hispanic population and the high number of Spanish speaking residents in the City of Santa Ana. 25B-18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 6, 2018 TITLE: APPROVE AN UPDATE TO THE HOMEBUYER DOWN PAYMENT ASSISTANCE LOAN PROGRAM (NON -GENERAL FUND) (STRATEGIC PLAN NO. 5,3; 5, 4) CI'O MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1n Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Approve an update to the Homebuyer Down Payment Assistance Loan Program and allocate an initial $400,000 of Inclusionary Housing Funds program funding. 2. Authorize the City Manager and the Clerk of the Council to enter into loan agreement(s) with qualified and approved homebuyers, subject to non -substantive changes approved by the City Manager and City Attorney. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At a special meeting on February 27, 2018, the Community Redevelopment and Housing Commission (CRHC) approved the recommended action by a vote of 7:0 (Cann absent). BACKGROUND On November 18, 2013 City Council approved the Homebuyer Down Payment Assistance Loan Program and allocated Federal Home Investment Partnerships Program (HOME) and Community Development Block Grant (CDBG) funds for program funding. These federal funds have several restrictions including a maximum home sales price of $499,999 and an income limit for households at 80 percent of the area median income. Due to the substantial increase in home values in recent years, these restrictions have severely limited the number of homebuyers eligible to take advantage of the program. Although staff has continuously promoted the program, the Homebuyer Down Payment Assistance Loan Program has not issued a loan since 2015 due to these restrictions. At the January 8th Economic Development, Infrastructure, Budget and Technology (EDIBT) Committee meeting, the Committee members recommended that staff identify opportunities to promote homeownership. Following that recommendation, staff conducted outreach with non - 25C -1 Update to the Homebuyer Down Payment Assistance Loan Program March 6, 2018 Page 2 profit homeownership professionals in the area to identify potential opportunities for improvements to our current programs. Based on this outreach and the recommendation from the EDIBT Committee, staff is proposing the following revisions to the eligibility criteria for the Homebuyer Down Payment Assistance Loan Program to ensure the program is successful and homeownership more attainable for low to moderate income residents: *Maximum sales price is subject to HUD revisions The first proposed revision is to fund the Homebuyer Down Payment Assistance Loan Program with Inclusionary Housing Funds. Pursuant to Section 41-1909 (1) of the Housing Opportunity Ordinance, monies deposited into the Inclusionary Housing Fund must be used to increase and improve the supply of housing affordable to moderate, low, very low, and extremely low income households in the City. Pursuant to Section 41-1909 (3) of the Housing Opportunity Ordinance, a permissible use of monies deposited into the Inclusionary Housing Fund includes pre -home ownership co -investment. This proposed revision will allow the City to increase the eligible household income limit to moderate income, meaning up to 120 percent of the area median income. Second, this proposed revision will also remove the maximum sales price requirement. The second proposed revision to the program is to increase the maximum loan amount for low income buyers up to $80,000. The maximum loan amount for moderate income buyers would be $40,000, but low income buyers could qualify for up to $80,000. Under the current program guidelines, maximum loan amounts are $40,000. By increasing the loan amount for low income buyers, more lower income families will be able to more effectively qualify to purchase a home. 25C-2 Current Program Proposed Revisions Guidelines CDBG & HOME Inclusionary Housing CDBG Funding Source Funds Income Limit Low -Income (80% AMI) Moderate -Income 120% AMI Low -Income 80% AMI Maximum Sales $499,999* N/A $499,999* Price $40,000 for Moderate Maximum $40,000 Income Households; $80,000 for Low Assistance $80,000 for Low Income Households Income Households Local Preference N/A Must Live or Work in Santa Ana (except U.S. military veterans Gift Funds No Limit May not exceed 3% of purchase price Inclusionary Eligible Ineligible Homes Returning Student Incentive ($10,000 forgiven every five years up to $40,000 Loan Forgiveness N/A maximum loan forgiveness; Must have graduated from a high school located in Santa Ana and have a 4 -year college degree) *Maximum sales price is subject to HUD revisions The first proposed revision is to fund the Homebuyer Down Payment Assistance Loan Program with Inclusionary Housing Funds. Pursuant to Section 41-1909 (1) of the Housing Opportunity Ordinance, monies deposited into the Inclusionary Housing Fund must be used to increase and improve the supply of housing affordable to moderate, low, very low, and extremely low income households in the City. Pursuant to Section 41-1909 (3) of the Housing Opportunity Ordinance, a permissible use of monies deposited into the Inclusionary Housing Fund includes pre -home ownership co -investment. This proposed revision will allow the City to increase the eligible household income limit to moderate income, meaning up to 120 percent of the area median income. Second, this proposed revision will also remove the maximum sales price requirement. The second proposed revision to the program is to increase the maximum loan amount for low income buyers up to $80,000. The maximum loan amount for moderate income buyers would be $40,000, but low income buyers could qualify for up to $80,000. Under the current program guidelines, maximum loan amounts are $40,000. By increasing the loan amount for low income buyers, more lower income families will be able to more effectively qualify to purchase a home. 25C-2 Update to the Homebuyer Down Payment Assistance Loan Program March 6, 2018 Page 3 The third proposed revision to the program is to create a loan forgiveness incentive for returning Santa Ana high school students. Prospective homebuyers who graduated from a high school located in Santa Ana and have a 4 -year college degree will be eligible for a loan forgiveness up to $40,000. Under this loan forgiveness incentive, $10,000 will be forgiven every five (5) years over a twenty (20) year period up to a maximum of $40,000. The fourth proposed revision to the program is to require participants to live and/or work in Santa Ana, with an exception for U.S. military veterans. Consistent with the live and/or work requirements of the Housing Choice Voucher Administrative Plan, borrower(s) must be a resident of Santa Ana and/or work in Santa Ana at least 32 hours per week for at least the last 6 months. Participants must be first-time homebuyers in that they have not had ownership interest in, or have not held title to a principal residence during the three years preceding the purchase of the property. The homebuyer must attend an in-person homeownership training from a HUD - approved counseling agency. Additional eligibility requirements for the program are listed in the revised program guidelines (Exhibit 1). Following approval by the City's Loan Committee, the City will enter into a loan agreement with the approved homebuyer(s) using either the CDBG or Inclusionary Housing funds as determined by the committee (Exhibit 2). CDBG funds in the amount of $200,000 were approved as part of the FY 17-18 Annual Action Plan submitted to the U.S. Department of Housing and Urban Development for homebuyer down payment assistance, and City Council appropriated the funds as part of the annual FY 17-18 budget adoption. Staff recommends an initial $400,000 in Inclusionary Housing funds and $200,000 in existing CDBG funds be used for this program. The program will continue to be monitored and recommendations for increases in the allocation of funds for this program will be made in the future as part of the annual action plan and budget adoption if the program is successful. With these proposed revisions, homebuyers will once again be able to qualify for the Homebuyer Down Payment Assistance Loan Program and become Santa Ana homeowners. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 — Community Health, Livability, Engagement & Sustainability, Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods) and Objective #4 (Support neighborhood vitality and livability). FISCAL IMPACT Funds are budgeted and available for anticipated expenditure as follows: Program Account No. FY Amount Inclusionary Housing Fund 41718820-69152 2017-18 $ 80,000 2018-19 $320,000 CDBG 13518782-69152 2017-18 $ 80,000 2018-19 $120,000 Totals $600,000 25C-3 Update to the Homebuyer Down Payment Assistance Loan Program March 6, 2018 Page 4 Robert M. Zur h ie Interim Executi ector Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez, Executive Director Finance and Management Services Agency Exhibits: 1. Homebuyer Down Payment Assistance Loan Program Guidelines 2. Loan Agreement Template 25C-4 EXHIBIT 1 CITY OF SANTA ANA HOMEBUYER ASSISTANCE LOAN PROGRAM PROGRAM GUIDELINES The Program offers zero percent, deferred payment loans of up to $80,000 for Low Income Households and up to $40,000 for Moderate Income Households based on need. Homebuyer Assistance funds can help meet both a borrower's down payment and closing cost requirements. FUNDS ARE LIMITED - FIRST COME. FIRST SERVE Eligibility Requirements o Borrower(s) must be a first time homebuyer (a person with no ownership interest in, or who has not held `title' to a principal residence during the three-year period preceding the purchase of the property). o Borrower(s) must be a resident of Santa Ana and/or work in Santa Ana at least 32 hours per week for at least the last 6 months. o Total Annual Income of the household, meaning all persons residing in the home as their principal place of residence, cannot exceed the income limits established below: Household Size Low Income Moderate Income 1 $ 58,450 $ 73,900 2 $ 66,800 $ 84,500 3 $ 75,150 $ 95,050 4 $ 83,450 $ 105,600 5 $ 90,150 $ 114,050 6 $ 96,850 $ 122,500 7$ 103,500 $ 130,950 8 1 $ 110,200 $ 139,400 o Complete a minimum of eight (8) hours of in-person homeownership training offered by a counseling center approved by the U.S. Department of Housing and Urban Development (HUD). o Must have at least three percent (3%) of the purchase price for a down payment from buyer's own funds (at least 90 days seasoned). Three most -recent bank statements are required to verify seasoned funds. Seasoned funds cannot be from gift funds. Gift funds may contribute towards the purchase; gift funds may not exceed 3% of purchase price. o Must have a positive credit history and obtain a fixed-rate first mortgage. Co-signers and variable rate loans are not allowed. Use of Loan Proceeds o Loans of up to $80,000 for Low Income Households and up to $40,000 for Moderate Income Households will be approved based on need. Loan amounts will be based on underwriting front -end ratios of not less than 28 percent. Maximum debt -to -income ratios cannot exceed 38/43. o City of Santa Ana loan proceeds may be applied to down payment and closing costs associated with the purchase of a home in Santa Ana. 25C-5 EXHIBIT 1 o City of Santa Ana down payment assistance loan proceeds may not be applied to down payment and closing costs associated with the purchase of an Inclusionary home made available through the City's Housing Opportunity Ordinance. Interest Rates and Repayment o Loan proceeds are offered as a deferred loan with a zero percent interest rate. Repayment of the City loan principle balance will be required at the end of the 45 year term of affordability. • Santa Ana Student Incentive: Prospective homebuyers that graduated from a high school located in Santa Ana and have a 4 -year college degree are eligible for a loan forgiveness up to $40,000 ($10,000 will be forgiven every five (5) years up to a twenty (20) year period) Application and Approval Process o Prospective homebuyer completes a HUD approved 8 -hour homebuyer class. o Homebuyer chooses a local lender and gets pre -qualified. o Homebuyer provides a complete Homebuyer Assistance Loan Application Packet to the City of Santa Ana Housing Division for review and pre -approval with all required documents and forms. All applications must contain the documents indicated in the attached Document Checklist. o Once pre -approved, homebuyers will have 60 days to find a qualified home within Santa Ana to purchase. Pre -approval does not guarantee City funds. o Homebuyer shops for home based on Lender's pre -qualification amount. o When presenting an offer, Homebuyer and Realtor provide Seller's Statement for the Seller to sign. o Within three (3) business days, Homebuyer must contact the City of Santa Ana to schedule an inspection by City Staff for lead-based paint hazards and building/health and safety code deficiencies once a purchase contract has been executed. o If homebuyer is eligible and home passes inspection, City of Santa Ana reserves funds and notifies the Homebuyer and Realtor. o A minimum of two (2) weeks prior to close of escrow, the City of Santa Ana needs the lender's packet for final loan approval. o Realtor notifies the City of Santa Ana of scheduled closing date ten (10) business days prior to close of escrow date. 25C-6 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 When Recorded Mail to: City of Santa Ana 20 Civic Center Plaza, M-26 P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager CITY OF SANTA ANA HOMEBUYER DOWN PAYMENT ASSISTANCE LOAN PROGRAM INCLUSIONARY HOUSING FUNDS ; • - LOAN AGREEMENT THIS LOAN AGREEMENT (the "Loan Agreement") is ;made as of 20_, by and between ' (`Borrower") and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws"of the State of California ("City"). RECITALS A. City is a r6cipient of.._ Inclusionary Housing funds from the Housing Opportunity Ordinance pursuant to,Santa,Ana Municipal Code Sec. 41-1900. B. Borrower has`entere&into an agreement (the "Purchase Agreement') to purchase residential property; located at Santa Ana, California; as more -particularly described in the legal description, Exhibit A attached hereto and" incorporated herein (the "Property"). Pursuant to the Purchase Agreement; the price to be paid for the Property is $ (the "Purchase, Price"). , C. The City wishes to encourage a greater degree of owner -occupancy of residences,in the neighborhoods of the City of Santa Ana. In order to promote this goal, the City has established its Homebuyer Down Payment Assistance Loan Program (the "Program"), under which the City will provide a subsidy in the form of a trust deed loan in the, maximum amount of $40,000.00 for moderate income households and $80,000.00 for low income households that are determined to be an "Eligible Person or Family" (as defined elsewhere in this Agreement) toward the purchase of a residence within the City. 25C-7 D. The Program is implemented in accordance with the City of Santa Ana Housing Opportunity Ordinance, and will be modified whenever necessary to insure compliance with regulations and continued Program feasibility. E. The City agrees to loan down payment funds to Borrower and Borrower agrees to borrow from the City $ (the "City Loan") pursuant to the Program, subject to the terms and conditions set forth herein.. Borrower must contribute a minimum of three percent (3%) of the purchase price, towards down payment. This minimum contribution cannot be from gift funds. F. The Purchase Price for the Property is to be paid,,by.,Borrower by a• combination of funds, including: a. Borrower's down payment in the amount of $ b. A loan to be made by secured by a first deed of trust, in the principal amount of $ Mortgage Loan"); and; 1 c. The City Loan, secured by a deed of trust, in t of $ G. Borrower has provided the City with written lender making the First Mortgage Loan stating that the requested by Borrower is the minimum amount of additional Borrower to qualify for the,First Mortgage Loan. (the "First principal amount documentation from the amount of the City Loan financing necessary for H. The Loan Agieement and all of its attachments shall be enforceable by City in accordance with the terms thereof. Each of the Loan Agreement, the Income And Owner -Occupancy Covenants and Resale Restrictions/Affordability Covenants, the City Promissory Note and the City Deed of Trust provide a means of enforcement by the City if Developer is in b'reach-of its obligations hereunder and thereunder, including liens on the. Property, use and deed restrictions and covenants running with the land [24 CFR 92.504 (c)(13)1: NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:' ` Definitions: Unless otherwise defined, the following capitalized terms shall be defined ,in this Agreement as follows: "City Deed of Trust" means the deed of trust securing the City Loan, in the form attached herewith as Exhibit B and incorporated herein by reference. 2 25C-8 "City Loan" means the deferred loan of Inclusionary Housing funds to be made by the City to Borrower in the principal amount of $ in accordance with this Loan Agreement. "City Promissory Note" means the promissory note in favor of the City, evidencing the City Loan, in the form attached herewith as Exhibit' C and incorporated herein by reference. "Eligible Person or Family" means a person or family (1) with household 'annual income of less than 80% of the area median income for the City, adjusted for family size; (2) who is a "First -Time Homebuyer", and (3) who, is.purchasing a single family residence for occupancy as his, her or their principal residence. "Escrow Agent" means "Excess Refinancing Proceeds" means the amount df cash -received by Borrower as the result of any refinancing of the First Mortgage\Loan for a -loan amount in excess of the then -current loan balance of the First Mortgage Loan. "First Mortgage Loan" means the loan,to Borrower from in the amount of $ V,'or any loan obtained by Borrower to refinance the 'Firsf Morfgage,Loan. "First -Time Homebuyer" means anindividual or an individual and his or her spouse who have not owned a home during 'the three-year period before the purchase of the, Property: The term includes displaced homemakers and single parents as defined in 24 CFR Part 92.2. "Income And Owner -Occupancy' Covenants and Resale Restrictions (the "Affordability Covenants' ), means the document entitled "Income and Owner- Occuparicy Covenants and Resale Restrictions", in the form attached to this. Agreement as Ekhibit D and incorporated herein by reference. "Low Income" means "Moderate Income" means "Property," means the real property described in the legal description attached herewitli as Exhibit "A" and incorporated herein by reference. "Purchase Price" means the entire purchase price to be paid by Borrower for the Property. "Sale" means any sale, transfer, assignment or conveyance of the Property, any portion thereof or interest therein, including, without limitation, any lease, exchange, or other disposition of any interest in the Property, whether voluntary 3 25C-9 or involuntary, except that any transfer by gift, devise or inheritance to an existing spouse surviving joint tenants or other co-owner, or a spouse as part of a dissolution proceeding or in connection with marriage, or by devise or inheritance to children, shall not be considered a Sale for the purposes of this Loan Agreement. "Term of Affordability", shall be forty-five (45) years from close of escrow. 1. City Loan. The City agrees to lend to Borrower, and Borrower agrees to borrow from the City, the City Promissory Note Amount, at zero percent. (0%) interest• as provided in Section 2 of this Agreement, subject to the conditions -and restrictions set. forth in this Agreement, in the Promissory Note and in the City Deed of Trust. When all conditions to the close of escrow other than payment of the Purchase Price 1iave been satisfied, the City shall deposit the Loan Amount with the -Escrow Agent. The City shall direct the Escrow Agent to apply the proceeds of the City L'oan`on.behalf of Borrower to the Purchase Price of the Property for the down payment Boirowei'shall execute and deliver to the Escrow Agent the City Promissory Note, the City,.DeW, of _Trust and the Affordability Covenants. 2. Authorized Use of City Loan. The City Loan proceeds may only be used for the down payment associated with the purchase of the:Property. w 3. Conditions Precedent. Borrower must complete eight (8) hours of homeownership training offered by a counseling center approved by HUD, and open an impound account for property.tazes and insurance cost's. Borrower must have a positive credit history and must obtain a fixed rate loan (co -signors and variable rate loans are not allowed). Borrower will be required` to. provide payment of at least three percent (3%) of the purchase price towaid�the down payment. All properties built before 1978 must have a Visual Lead Based Paint Inspection and must pass the inspection before loan approval. Inspections;will be made to ensure that there are not code related issues, including common areas in condominium complexes. 4. Interest Rate and Repayment /Acceleration Terms. . , - (a) Interest Rate. The City is making the City Loan to Borrower at zero percent (0%) interest. (b) Service Charge. Borrower shall be required to pay any and all service charges associated with the City Loan. (c) Repayment/Acceleration. The unpaid outstanding principal balance of the City Loan and any penalties thereon shall all be due and payable when any of the following events take place: i. at the end of the 45 year Term of Affordability; ii. when the Property is sold; 25C-10 iii. when the Property is not properly being used as the Borrower's principal residence; iv. the City discovers that Borrower knowingly or willfully made a misstatement or misrepresentation pertaining to Borrower's status, as an Eligible Person or Family; or, V. an uncured default in performance or breach by Borrower of any provision of this Agreement, the Promissory Note, the;City Deed. of Trust or the Affordability Covenants. t , (d) Excess Refinancing Proceeds. In the event that. -the' First Mortgage, Loan is refinanced, any Excess Refinancing Proceeds shall be paid out'in accordance•, with City policy. 5. Nondiscrimination. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, colof,-religion, sex, disability, marital status, national origin or ancestry in the sale,\lease; sublease,, transfer, use, occupancy, tenure or enjoyment of the Property, or any part'thereof,'norshall Borrower or any person claiming under or through Borrower establishyor permit any such practice or practices of discrimination or segregation with reference ;to the selection, location, number, use or occupancy of the Property` `,The provisions of this section shall be set forth in the Agreement Containing Covenants recorded against,the Property. 6. Income Requirement. a. Borrower acknowledges the City's intent that the Property remain available to moderateeincome'or lower persons or families whose household annual income does not exceed 120%. of the, area median income for the City, adjusted for family at affordable housing cdst,,for'the lohgest feasible time, but in any event not less than e Forty Five (45) years from thdate.of recording of the Affordability Covenants, provided that the Property'remains habitable. b� 'Borrower'represents and warrants to the City that the information relating to Borrower'`s household income that has been provided by Borrower to the City to verify Borrower's eligibility for the City Loan is true, correct and complete as of the "date such information was provided to the City and as of the date of this Agreement. If any 'such,information,changes prior to the close of escrow for the purchase of the Property, Borrower'shall promptly notify the City of such change. Borrower acknowledges that the City is relying upon the representations made by Borrower with respect to, Borrower's household income and that the City would not enter into this "Agreement if Borrower's household annual income were in excess of 120% of the area N,median income for the City, adjusted for family size, as of the date of this Agreement. As of June 9, 2017 120% of the area median income for the City of Santa Ana, adjusted for family size (subject to change approximately annually) was as follows: 5 25C-11 Family Size Income $73,900 $84,500 $95,050 $105,600 $114,050 $122,500 $130,950 $139,400 7. First -Time Homebuyer. Borrower represents and warrants to the.City that Borrower and each adult in Borrower's household is a First -Time Homebuyer as defined by this Agreement. Borrower acknowledges that the, City _'is -relying on Borrower's representation that Borrower and each adult in Borrower"s household, -is a First -Time Homebuyer and that the City would not enter into this Agreement if Borrower and each adult in Borrower's household were not a First -Time Homebuyer.. t � 8. Owner -Occupancy Reauiremeut.- \ ', a. Borrower shall occupy the Property as his, her or their primary residence, and the Property shall,be used'as the,principal'iesidence of Borrower and Borrower's household and for. no other purpose. , The' maximum occupancy of the Property shall not exceed two persons per bedroom plus one additional person. b. The City shall have the right to monitor whether the Property is owner -occupied by requesting that Borrower provide the City, no more frequently than annually, with -a written certification under penalty of perjury that the Property is owner - occupied, accompanied bysuppoiting documentation reasonably satisfactory to the City. e. In,the event of a breach of this section, the City Loan shall become immediately due and payable: - d. The provisions of this section shall also be set forth in the Agreement Containing Covenants -recorded against the Property. 9. Maintenance of Property. Borrower must maintain the interior and exterior of the improvements and the landscaping on the Property in a manner consistent with community standards which will uphold the value of the Property, in accordance, .with this Agreement and the Santa Ana Municipal Code. The maintenance requirements are set forth in specific detail in the recorded Affordability Covenants. 10. Defaults. Failure or delay by either parry to perform any term of provisions of this Agreement, the Promissory Note, the City Deed of Trust or the Agreement Containing Covenants which is to be performed by such party constitutes a 25C-12 default under this Agreement. The other party (the "Complaining Party") shall give written notice of default to the party in default, specifying in reasonable detail the matter constituting the default. The party in default shall have 15 days following receipt of notice to cure the default. Except as required to protect against further damages, the, Complaining Party shall not institute proceedings against the party in default unless the matter is not cured within such 15 day period, or, if the default is of a nature requiring more than 15 days to cure, the party in default commences to cure the matter within such, period and diligently pursues such cure to completion within a reasonable time, but in no event more than 45 days after notice of default. Failure to cure the default within the applicable cure period shall entitle the Complaining Party to terminate this Agreement - and/or exercise any remedies available to such party, including,, without limitation; acceleration of payment due on the City Loan. ` . 11. Loan Servicing. The City may contract with a private lender to originate and service the City Loan, and any costs associated therewith shall be paid by the Borrower. ` t 12. Indemnification. Borrower shall indemnify, defend and hold harmless the City, and its respective officers, agents, 'employees, legal counsel, representatives and volunteers, from and, against any loss, liability, claim or judgment relating in any manner to the Property or this Agreement. Borrower shall remain fully obligated for the payment of taxes, liens and assessments relating to the Property. There shall be no reduction in taxes for Borrower, nor any transferor responsibility to the City to make such payments, by virtue of the City. Loan. 13. Insurance.. Borrower shall maintain, during the term of the City Loan, an all-risk property insirrance,policy insuring the Property in an amount equal to the full replacement value of the structures on, the Property. The policy shall name the City as loss payee and shall contain a statement of obligation on behalf of the insurance carrier to notify the City of -any material change, cancellation or termination of coverage at least 30 days in advance of the effective date'of such material change, cancellation or termination. Borrower'shall deliver a copy of the certificate of insurance and loss payee endorsement to the City at the time of escrow closing, and Borrower shall annually deliver a copy of the certificate of insurance and loss payee endorsement to the City, signed by an %.auihorized agent of the insurance carrier and setting forth the general provisions of coverage. The copy of the certificate of insurance and loss payee endorsement shall be delivered to the City as follows: City of Santa Ana, Community Development Agency 20 Civic Center Plaza, M26 P.O. Box 1988 Santa Ana, Ca 92702 Attention: Housing Manager Any certificate of insurance required by this section must be a in a form, content and with an insurance company that is acceptable to the City in its sole discretion. 25C-13 14. Non -Waiver. Failure to exercise or delay in exercising any right the City may have or be entitled to, in the event of default hereunder, shall not constitute a waiver of such right or any other right in the event of a subsequent default. 15. Documents. Borrower has reviewed and agrees to execute the following . documents in substantially the form as attached to this Agreement prior to receiving the City Loan, and any other documents or instruments reasonably required -by City or a participating entity to complete the transaction contemplated herein: �. (a) Promissory Note (Exhibit C); (b) City Deed of Trust (Exhibit B); (c) Affordability Covenants (Exhibit D); and (d) Disclosure Statement and Notice of Rescission (_Exhibit E) c Borrower agrees and acknowledges that this Agreement,'the City Deed of Trust and the Affordability Covenants all be recorded against the Property with She County, Recorder of the County of Orange and shall appear of record with resp ect�to` and as an encumbrance against the Property. 16. Further Assurances. Borrower` shall execute 'any further documents consistent with the terms of this Agreement, including documents in recordable form, as the City may from time to time find necessary or appropriate to effectuate its purposes in entering into this Agreement and making the City Loan. 17. Governing Law., This Agreement shall be governed by the laws of the State of California, with venue in Orange County. 18. Severability. In the event that any provision or clause of this Agreement conflicts with applicable law, such^.conflict will not affect other provisions of this Agreement which can'be given effect without the conflicting provision, and to this end the provisions of the Agreement are declared to be severable. 19. Amendment of Agreement. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by Borrower and the duly authorized representative of the City. 20. Assignment by City Permitted. The City may, in its sole and absolute discretion, assign its rights under this Agreement and/or its right to receive repayment of the City Loan without obtaining the consent of Borrower. 21. Assignment of Borrower Prohibited. In no event shall Borrower assign or transfer any portion of this Agreement or any rights herein without the prior express written consent of the City, which consent the City may give or withhold in its sole and absolute discretion. This provision shall not affect or diminish the City's right to assign 25C-14 all or any portion of its rights under this Agreement or to the proceeds of the City Loan hereunder. 22. Relationship of Borrower and Citv. The relationship of Borrower and City pursuant to this Agreement is that of debtor and creditor and shall not be, or -be construed to be a joint venture, equity venture, partnership or other relationship. 23. Notices. (a) Except as otherwise expressly provided in this,Agreement,. in every case when, under the provisions of this Agreement, it shall be,necessary or desirable for one party to serve any notice, request demand; report or other 'y communication on another party, the same shall be in writing and'�shall riot be effective _ E for any purpose unless served (i) personally, (ii) by independent; reputable;.\overnight commercial courier, or (iii) by deposit in the United States mail, postage and fees fully prepaid, registered or certified mail, with return receipt requested, addresses as follows: To Borrower. 4+ To City: City of Santa Ana N") Community.D'evelopment ;Agency 20 Civic Center Plaza; M26. P.O. Boz 1988 Santa Ana, CA 92702 Attention: Housing Manager 24. Attorney's Fees and Costs: In the event that any action is instituted to enforce payment or performance under this' Agreement, or otherwise in connection with this Agreement, the parties agree.that the prevailing party shall be reimbursed by the other party for all' costs and.. all attorney fees incurred by the prevailing party in such action. 25. - Entire Aereement. This Agreement, together with all attachments hereto and all documents executed pursuant hereto, constitutes the entire understanding and agreement'of the parties. This Agreement integrates all of the terms and conditions mentioned herein or -incidental hereto, and supersedes all prior negotiations, discussions and previous agreements between the City and Borrower concerning all or any part of the subject matter of this Agreement. 26. Conflict of Interest. No member, official or employee of City shall have any- personal interest, direct or indirect, in this Agreement nor shall any member, official or mployee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interest. 25C-15 27. Captions. The captions and headings in this Agreement are for convenience only and are not to be used to interpret or define the provisions hereof. 10 25C-16 IN WITNESS WHEREOF, the parties have executed this Loan Agreement as of the day and year written below. Dated: Dated: iia \"CITY OF SANTA ANA APPROVED,kS,TO, FORM: City'Attomey By. -lie' y. .4an Oodk \ Assistant City Attorney ` -Dated: asIORGIU, BI Name: 11 25C-17 Raul Godinez 11 City Manager Dated: CITY OF SANTA ANA HOMEBUYERDOWN PAYMENT ASSISTANCE LOAN PROGRAM INCLUSIONARY HOUSING FUNDS PROMISSORY NOTE NOTICE TO BORROWER THIS DOCUMENT CONTAINS PROVISIONS RESTRICTING ASSUMPTIONS AND IS SECURED BY A SECOND DEED OF TRUST ON RESIDENTIAL PROPERTY ,20 FOR VALUE RECEIVED, the undersigned, (the `Borrower') hereby promises to pay to the order of THE CITY OF SANTA ANA, a charter city and municipal,coiporation duly organized and existing under the Constitution and laws of the State of California ("tender") at the following address or at such other place as the Lender may from time to time designate by written notice to Borrower, in lawful money of the United States, the sum of Dollars ($ ) with zero percent (0%) interest, until due and payable. The obligation of the"Borrower;viith respect to this Note is secured by that certain First -Time Homebuyer Down Payment Assistance Loan Program Deed of Trust loan No. (the "Deed of Trust"), and executed by the Borrower concurrently herewith. 1. Borrower's Obligation. This Note evidences the obligation of the Borrower to the Lender for the repayment of funds loaned (the "City Loan") to finance the down payment money for the purchase of that certain real property (the "Property"), which has the address of Santa Ana, California, more fully described in Exhibit A of the Dee&of Trust. 2. Borrower's Acknowledgment. Borrower acknowledges and agrees that the City Loan is subject to the terms, conditions; and restrictions of the City's Homebuyer Down Payment Assistance Program, Inclusionary Housing Programs, and all applicable implementing guidelines or regulations. 3. Repayment of Loan Principal and Interest. No periodic payments are required hereunder. Borrower agrees to pay the unpaid principal balance, and any other amounts due under this Note upon the earlier of i. at the end of the 45 year term of affordability; ii. when the Property is sold; iii. when the Property is not properly being used as the Borrower's principal residence; iv. the City discovers that Borrower knowingly or willfully made a misstatement or misrepresentation pertaining to Borrower's status as an Eligible Person or Family; or, 25b-18 V. an uncured default in performance or breach by Borrower of any provision of this Agreement, the Promissory Note, the City Deed of Trust or the Affordability Covenants. 4. Permitted Transfers. The City Loan is not assumable except under the following limited circumstances: (a) The transfer of the Property to the surviving joint tenant by devise, descent or operation of the law, on the death of a joint tenant. (b) A transfer of the Property where the spouse becomes an owner of the Property; (c) A transfer of the Property resulting from a decree of dissolution of marriage, legal separation or from an incidental property settlement agreement by which the spouse becomes an owner of the Property. (d) A transfer to an inter vivos trust in which the Borrower is and remains the beneficiary and occupant of the property. ' 5. Acceleration of Payment. The principal -amount of this loan shall become immediately due and payable at the option of the Lender and without demand or'notice, upon the occurrence of any of the following events: - (a) In the event of a default.under the terms of this Note or the Deed of Trust; (b) In the event that the Borrower shall cease to occupy the Property as Borrower's principal place of residence; or (c) In the event of any sale,,transfer, lease, or encumbrance of the Property without Lender's prior written consent id -violation of Paragraph 4 of this Note. y . 6. Effect of Due=on Sale Clause. Failure of the Lender to exercise the option to accelerate payment as provided in Paragraph 5 of this Note will not constitute waiver of the right to exercise this option in the event of subsequent cause for acceleration. Failure by Borrower to loccupy. the Property as Borrower's principal place of residence shall be considered an on- going event of default ander this Note. 7. Place and Manner of Payment. All amounts due and payable under this Note are payable at the principal office of the Lender set forth above, or at such other place or places as the Lender may designate to the Borrower in writing from time -to -time. S. "Application of Payments. All payments received on account of this Note shall be fust applied to the reduction of principal. 9. Attorney Fees. The Borrower hereby agrees to pay all costs and expenses, including reasonable attorney fees, which may be incurred by the Lender in the enforcement of this Note. 25d-19 10. Default and Acceleration. All covenants, conditions and agreements contained in the Deed of Trust are hereby made a part of this Note. The Borrower agrees that the unpaid balance of the then principal amount of this Note, together with all accrued interest thereon and charges owing, shall, at the option of the Lender or, if so provided in this Note and Deed of Trust executed by the Borrower, shall automatically, become immediately due and payable, and thereafter until paid bear interest at the rate of 0 % per annum, upon the failure of the Borrower to make any payment hereunder as and when due; upon the failure of the Borrower to perform or observe any other term or provision of this Note, or upon the occurrence of any event (whether termed default, event of default or similar term) which under the terms of the Deed of Trust, shall entitle the Lender to exercise rights or remedies thereunder. 11. Notices. Except as maybe otherwise specified herein, any approval,'hotice, direction, consent, request or other action by the Lender shall be in writing and must be communicated to the Borrower at the address of the Property, or at such other place or places as the, Borrower shall designate to the Lender in writing, from time to.time, for the receipt 0,P communications from the Lender. Mailed notices shall be deemed delivered and received five (5) working days after deposit in the United States mail in accordance with this provision. ` 12. Prepayment Policy. Borrower may prepay this Note at any time without penalty. 13. Governing Law. This Note shall be construed'in accordance with and be governed by the laws of the State of California. 14. Severability. If any provision of this Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. . 15. No Waiver by the Lender. No waiver of any breach, default or failure of condition under the terms of the Note or Deed of Trust shall thereby be implied from any failure of the Lender to take, or any delay by the Lender in taking action with respect to such breach, default or failure or 4rom any previous waiver of any similar or unrelated breach, default or failure; and a waiver of any,term of the Note, Deed of Trust, or any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of 'such waiver. 16. Successors andAssigns. The promises and agreements herein contained shall bind and inure to the benefit of, as applicable, the respective heirs, executors, administrators, successors and assigns of the parties. 25t-20 Executed as of the date set forth above Mailing Address for Notices: California 25C 421 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: City of Santa Ana — Community Development Agency 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Attn: Executive Director f , L , CITY OF SANTA ANA HOMEBUYER DOWN PAYMENT ASSISTANCE.LOAN PROGRAM, INCLUSIONARY HOUSING FUNDS DEED OF TRUST This INCLUSIONARY HOUSING FUND LOAN DEED' OF TRUST (the "Deed of Trust") is made this _ day of 26' among 11 (the "Trustor"), First American Title Insurance. Company, a 'California corporation (the "Trustee"), and the City of Santa Ana, a charter city'and municipal corporation duly organized and existing under the Constitution and laws of the Sfate' of California (the "Beneficiary"). Trustor, in consideration of the promises herein I recited and the trust herein created, irrevocably grants, transfers, conveys and assigns to Trustee, in trust, with power of sale, the property located in the City.of Santa Ana, County of Orange, State of California, described in the attached Exhibit A and mole commonly, known as Santa Ana, California (the "Property/Security"); , TOGETHER with all the,improvements now or hereafter erected on the Property, and all easements, rights, appurtenances 'and all fixtures now or hereafter attached to the Property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the Property covered by this Deed of Trust; TOGETHER with the right, power and authority during the continuance of these Trusts, to collect issues, and. profits of the Property, reserving unto the Trustor the right, prior to any default by Trustor in,payment of the indebtedness secured by this Deed of Trust or in the performance of any agreement secured by this Deed of Trust, to collect and retain these issues and profits as they become due and payable; and, TOGETHER with all articles of personal property or fixtures now or hereafter attached to or used. in and about the building or buildings now erected, or hereafter to be erected, on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and refen•ed to, 25C-22 and all renewals or replacements thereof or articles in substitution therefore, whether or not the same are, or shall be attached to said building or buildings in any manner; and all of the foregoing, together with the Property, is herein referred to as the "Security"; To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever; TO SECURE to the Beneficiary (a) the repayment of the sums -evidenced by a Promissory Note to the Beneficiary executed by Trustor, dated concurrently, herewith in the principal amount of Dollars ($ .00) (the "Loan" ); (b) the payment and performance of the covenants and agreements of Trustor contained in that certain Homebuyer Down Payment Assistance Loan Agreement dated -concurrently herewith and recorded in the official land records of the County of Orange concurrently herewith, by and among Trustor, Beneficiary, and Agency ("Agreement"), (c) the payment and performance of the covenants and agreements of Trustor contained in the :Income and Owner -Occupancy Restrictions for Homebuyer Down Payment Assistance \Lba{i -Agreement ("Affordability Covenants") dated concurrently herewith, and (d) the payment of all other,sums, with interest thereon, advanced in accordance herewith to protect the security 'of this Deed of Trust; and the performance of the covenants and agreements of Trustor contained herein. Each of the Loan Agreement, the Affor'dab'ility Covenants, the City Promissory Note and the City Deed of Trust provide a means of enforcement by the City if Trustor is in breach of its obligations hereunder and thereunder, including liens on the Property, use and deed restrictions and covenants running with the land [24 CFR 92.504 (c)(13)], TRUSTOR AND THE BENEFICIARY COVENANT AND AGREE AS FOLLOWS 1. The Loan. This Deed of Trust is executed and delivered, along with the Promissory Note, pursuant to and in implementation of the Homebuyer Down Payment Assistance Loan Program (the "Program") underwhich the,City will provide a subsidy in the form of a trust deed loan in the maximum amount of $80,000.00 to an "Eligible Person or Family" (as defined elsewhere in this Agreement) toward the purchase of a residence within the City. Trustor acknowledges that but for the execution of this Deed of,Trust, the Beneficiary would not enter into the Promissory Note secured by this Deed of Trust. 2. . Trustor's Estate. Trustor is lawfully seized of the estate hereby conveyed and has the tight to grant and convey the Security; that other than this Deed of Trust, the Security is not encumbered except for obligations secured by deeds of trust, or any other security agreement, to secure financing or, refinancing for the purchase of the Property. 3. Renavment of the Loan. Trustor will promptly repay, when due, the principal and inteiesf, if any, as required by the Promissory Note secured by this Deed of Trust. 4. Subordination. This obligation secured by this Deed of Trust shall be subordinated to any and all obligations secured by deeds of trust, or any other security agreement, to secure financing for the refinance of the Property; subject to and provided that the Beneficiary and such Senior Lender 2 25C-23 enter into a subordination agreement providing notice and cure rights to Beneficiary that are reasonably acceptable to the City. 5. Prior Mortgages and Deeds of Trust: Charges: Liens. Trustor shall perform all of Trustor's obligations under any mortgage, deed of trust or other security agreement with a lien which has priority over this instrument, including Trustor's covenants to make payments when due. Trustor: will pay all taxes, assessments and other charges, fines and impositions attributable to the Security, which may attain a priority over this Deed of Trust, by Trustor making any payment,'when due, directly to the payee thereof. Trustor will promptly furnish to the Beneficiary all notices of amounts due under this paragraph, and in the event Trustor makes payment directly, Trustor will promptly .' discharge any lien which has priority over this Deed of Trust; provided.that'Trustor will not'be required to discharge the lien of the Deed of Trust securing any senior lender or, any other lien,' described in this paragraph so long as Trustor will agree in writing to ttie payment of -the obligation secured by such lien in a manner acceptable to the Beneficiary, or will, in good faith, contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the Security or any part lh reof.. 6. Hazard Insurance. Trustor will keep the Security'insured by such insurance policies in such amounts and for such periods as called for in the Agreement. All insurance policies and renewals thereof will include a standard mortgagee clause with standard lender's endorsement in favor of the holder of any senior lender and the Beneficiary as their. interests may appear and in a form acceptable to the Beneficiary. The Beneficiary shall have the right to hold, or cause its designated agent to hold, the policies and renewals thereof, and Trustor shall promptly famish to the Beneficiary, or its designated agent, the original'insueance policies or certificates of insurance, all renewal notices and all receipts of paid premium's. In the event of loss, Trustor will give prompt notice to the insurance carrier and the Beneficiary or its designated agent. The Beneficiary, or its designated agent, may make proof of loss if not made promptly by Trustor. The Beneficiary shall receive 30 days' advance notice of cancellation of any insurance policies required under this Section. Unless the Beneficiary and Trusior, otherwise agree in writing, insurance proceeds, subject to the rights of any senior lender, will be applied to restoration or repair of the Security damaged, provided such restoration or repair is economically feasible and the security of this Deed of Trust is not thereby impaired. If such restoration or repair is not economically feasible or if the -security of this' Deed of Trust would be impaired, again, subject to the rights of any senior lender, the -insurance proceeds will be used to repay the grant under this Deed of Trust, with the excess; if'any, paid to Trustor. If the Security is abandoned by Trustor, or if Trustor fails to respond to the Beneficiary, or its designated agent within 30 days from the date notice is mailed by either of them to Trustor that the insurance carrier offers to settle a claim for insurance benefits, the Beneficiary, or its designated agent, is authorized to collect and apply the insurance proceeds at the Beneficiary's option either to restoration or repair of the Security or to repay the Loan. If the Security is acquired by the Beneficiary, all right, title and interest of Trustor in and to any insurance policy and in and to the proceeds thereof resulting from damage to the Security prior to the sale or acquisition will pass to the Beneficiary to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition subject to the rights of any senior lender. 25C-24 7. Preservation and Maintenance of Security. Trustor will keep the Security in good repair and will not commit waste or permit impairment or deterioration of the Security. 8. Protection of the Beneficiary's Security. If Trustor fails to perform the covenants and agreements contained in this Deed of Trust or if any action or proceeding is commenced which materially affects the Beneficiary's interest in the Security, including, but not limited to, default,. under this Deed of Trust securing any senior lender, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then the Beneficiary, of the Beneficiary's option, upon notice to Trustor, may make such appearances, disburse such, sums'and take such action as it determines necessary to protect the Beneficiary's interest, includingN,but not limited to, disbursement of reasonable attorneys' fees and entry upon the Security to make repairs. Any amounts disbursed by the Beneficiary pursuant to this paragraph, with interest thereon, will become an indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and the Beneficiary agree to other terms of payment, such aiiiountwill be payable upon notice from the Beneficiary to Trustor requesting payment thereof,`and'will bear interest from the date of disbursement at the rate payable from time to time on, outstanding principal under the Promissory Note unless payment of interest at such rate woul&b8 contrary to-applicable law, in which event such amounts will bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph will require the Beneficiaryxto,;insure any expense or take any action hereunder. 9. Inspection. The Beneficiary may make, or,cause to be'made, reasonable entries upon and inspections of the Security during normal business flours; provided that the Beneficiary will give Trustor reasonable notice of inspection. 10. Forbearance by the Beneficiary Not a Waiver. Any forbearance by the Beneficiary in exercising any right or remedy will not be a•waiver of the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by the Beneficiary will not be a waiver of the Beneficiary"s right to accelerate the maturity of the indebtedness secured by this Deed of Trust. 11. ' Remedies Cumulative. All remedies provided in this Deed of Trust are distinct and cumulative to any other. right or remedy under this Deed of Trust or any other document, or afforded by law or equity, and may be exercised concurrently, independently or successively. 12. Successors, and Assiens Bound. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the Beneficiary and Trustor subject to the provisions of this Deed of Trust. 13. Joint and Several Liability. All covenants and agreements of Trustor shall be joint and several. 14. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to Trustor provided for in this Deed of Trust will be given by certified mail, return receipt requested, addressed to Trustor at , Santa Ana, CA and (b) any notice to the Beneficiary will be given by certified mail, return receipt requested, to the Beneficiary at 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California 92702, Attention: Housing Manager, or at such other address as the Beneficiary may designate by notice to Trustor as 25C-25 provided above. Notice shall be effective as of the date received by the Beneficiary as shown on the return receipt. 15. Governing Law. This Deed of Trust shall be governed by the laws of the State of California, with venue in Orange County. 16. Severability. In the event that any provision or clause of this Deed of Trust or the Promissory Note conflicts with applicable law, such conflict will not affect other. provisions of this Deed of Trust or the Promissory Note which can be given effect without the conflicting provision, and to this end the provisions of the Deed of Trust and the Promissory Note "are declared 'to be , severable. 17. Captions. The captions and headings in this Deed of Trust are fo,i-convenience only and are not to be used to interpret or define the provisions hereof. 18. Default in Foreclosure: Remedies. Upon Trustors breach of any covenant or agreement of Trustor in this Deed of Trust or the Promissory Note secured by this Deed of Trust, including, but not limited to, the covenants to pay, when due, any sums,secured;by this Deed of Trust, or any default under any other agreement the performance ofwhich is secured by this Deed of Trust, the Beneficiary may declare all sums secured by this Deed of Trust immediately due and payable by delivering to Trustor notice thereof specifying: (1) The breach; (2) the action required to cure such breach; (3) a date not less than 30 days from the date the notice is received by Trustor as shown on the return receipt, by which such'breach••is to be cured provided, however, that if such default is not reasonable susceptible to being cured within 30 days; Trustor shall have a reasonable period to cure the defect so long as Trustor is diligently prosecuting the cure to completion; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Security. The notice will also inform Trustor of Trustor's'righi to reinstate after acceleration and the right to bring a court action to assert the non-existence of default or any other defense of Trustor to acceleration and sale. If the breach is not cured on or before the date specified in the notice or such longer period as provided above, the Beneficiary, at the Beneficiary's option, may: (a) declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may,.ihvoke the power of'sale and any other remedies permitted by California law; (b) either in person"or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take,possession thereof (or any part thereof) and of any of the Security, in its own name or in the name'of the Trustee, and do any acts which it deems necessary or desirable to preserve the value or'marketability, of the Property, or any part thereof or interest therein, increase the income therefrom or protect the security thereof The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and, notwithstanding the continuance in possession of the Security, the Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any uncured breach, including the right to exercise the power of sale; (c) commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (d) deliver to the Trustee a written declaration of default and demand for sale, pursuant to the provisions for notice of sale found at California Civil Code Sections 2924, et M., as amended from time to time; or (e) exercise all other rights 25C-26 and remedies provided herein, in the instruments by which Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. The Beneficiary shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph, including, but not limited to, reasonable attorneys' fees. 19. Trustor's Right to Reinstate. Notwithstanding the Beneficiary's acceleration of the sums secured by this Deed of Trust, Trustor will have the right to have any proceedings begun by.the Beneficiary to enforce this Deed of Trust discontinued at any time prior to 5 days before sale bf the Security pursuant to the power of sale contained in this Deed of Trust or at'any time,prior to entry`of' a judgment enforcing this Deed of Trust if. (a) Trustor pays the Beneficiary all sums,which would be then due under this Deed of Trust and no acceleration under the Promissory Note •has. occurred; (b) Trustor cures all breaches of any other covenants or agreements Trustor contained in'this'Deed of Trust and the Covenants; (c) Trustor pays all reasonable expenses'incurred by the Beneficiary and the Trustee in enforcing the covenants and agreements of Trustor contained iii this Deed of Trust and the Covenants, and in enforcing the Beneficiary's and the Trustee's remedies, including, but not limited to, reasonable attorneys' fees; and (d) Trustor takes such action as the Beneficiary may reasonably require to assure that the lien of this Deed of Trust, the Beneficiary's interest in the Security and Trustor's obligation to pay the sums secured by this Deed of Trust shall'continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby will remain in full force and effect as if no acceleration had occurred. 20. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a.public'record as provided by law. Trustee is not obligated to notify any party to this Deed of Trust of pending sale under any other deed of trust or any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 21. Reconvevance., Upon payment or forgiveness of all sums secured by this Deed of Trust and expiration of the Term of the Agreement and the Term of the Affordability Restrictions, the Beneficiary will request the Trustee to reconvey the Security and will surrender this Deed of Trust and the. Promissory Note- to the Trustee. The Trustee will reconvey the Security without warranty and without charge to the person or persons legally entitled thereto. Such person or persons will pay all costs of recordation, if any. 22. Substitute Trustee. The Beneficiary, at the Beneficiary's option, may from time to time remove the Trustee and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee will -succeed to all the title, power and duties conferred upon the Trustee herein and by applicable law. 23. Request for Notice. Trustor requests that copies of the notice of default and notice of sale be sent to Trustor at the address set forth in Section 14 above. 24. Nonrecourse Liability. Neither Trustor nor any general partner of Trustor shall have any personal liability under the Loan Agreement, Promissory Note, and this Deed of Trust and any judgment, decree or order for payment of money obtained in any action to enforce. the obligation of Trustor to repay the Loan evidenced by such documents shall be enforceable against Trustor only to the extent of Trustor's interest in the Property. 3 25C-27 25. Third Party Beneficiaries. City and the Housing Authority of the City of Santa Ana are third party beneficiaries of Beneficiary's rights hereunder, with fall right (but no obligation) to enforce the terms and exercise the remedies provided to Beneficiary hereunder. 7 25C-28 IN WITNESS WHEREOF, Trustor has executed this Inclusionary Housing Fund Loan Deed of Trust as of the date first written above. "Trustor" By: By: 8 25C-29 E)GIIBIT A LEGAL DESCRIPTION IV 25C-30 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 &27383 When Recorded Mail to: City of Santa Ana 20 Civic Center Plaza, M-26 P.O. Box 1988 Santa Ana, California 92702 Attention: Loan Specialist CITY OF SANTA ANA HOMEBUYER DOWN PAYMENT ASSISTANCE LOAN PROGRAM, INCLUSIONARY HOUSING EUNDS INCOME AND OWNER -OCCUPANCY COVENANTS_ AND RESALE RESTRICTIONS - ["Affordability Covenants"] A. The City of Santa Ana (the "City"); acting to carry out its'public purposes by making financial assistance available to assist persons and, families of low- o'r moderate income to obtain housing at affordable housing cost, is making a loan to ' ("Owner") pursuant to the terms of a certain Loan Agreement of even date herewith (the "Loan Agreement"), for the purpose of assisting Owner to purchase a single-family residence located as described in the legal description attached hereto as Exhibit "A" and incorporated herein by this reference. B. This financing is available to Owner through the City's First -Time Homebuyer Down Payment Assistance Loan Program (the "Program"), under which the City will provide a subsidy in the form of a trust deed loan of up to a maximum of $40,000.00 for moderate income households and $80,000.00 for low income households that are determined to be an "Eligible Person or Family" (as defined elsewhere in'this Agreement) toward the purchase of a residence within the City. C. The Program is implemented in accordance with the City of Santa Ana Housing Opportunity Ordinance, "and• will be modified whenever necessary to insure compliance with regulations and continued Program feasibility. D. The financial assistance being made available by the City to the Owner is conditioned on the use of the Property for housing affordable to persons or families of low or moderate income as .their primary residence for the longest feasible time, but in any event not less than Forty Five (45) years ("Term of Affordability"), provided that the Property remains habitable. In the event that the Owner fails to comply with these affordability covenants for the 45 years, the Note will become immediately due and payable (see Section 4 below). E. It is in the public interest and is of benefit to all real property within the City of Santa Ana, including, but not limited to, real property owned by the City, to ensure that there is an adequate supply of decent, safe and affordable owner -occupied housing within the City of Santa Ana. FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the City and the Owner hereby agree and NOTICE IS HEREBY GIVEN -1- 25C-31 that the Property shall be subject to the provisions of these INCOME AND OWNER -OCCUPANCY COVENANTS AND RESALE RESTRICTIONS (the "Affordability Covenants"). Definitions: Unless otherwise defined, the following capitalized terms shall be defined in these Covenants as follows: "City Deed of Trust" means the deed of trust securing the City Loan, in the form attached to ' the Loan Agreement as Exhibit B and incorporated herein by reference. "City Load" means the deferred loan of Inclusionary Housing Funds fo. be made by the City to Borrower in the principal amount of $ in accordance with the Loan` Agreement. "City Promissory Note" means the promissory note in favor of the City, evidencing the City Loan, in the form attached to the Loan Agreement as `Eihibit C and incorporated herein by reference. "Eligible Person or Family" means a person or family (1),with household.annual income of less than 120% of the area median income for the City, adjusted for family size; (2) who is a "First -Time Homebuyer", and (3) who is,purchasing a single\family residence for occupancy as his, her or their principal residence. ' "Escrow Agent" means "Excess Refinancing Proceeds" means the amount of cash received by Borrower as the result of any refinancing of the First Mortgage Loan for a loan amount in excess of the then -current loan balance of the First Mortgage Loan. "First Mortgage Loan" means the loan to Borrower from in the amount of $ or any loan obtained by Borrower to refinance the First Mortgage Loan. "First-Time`Homebuyer" means an individual or an individual and his or her spouse who have not owned a home during the three-year period before the purchase of the Property. The term includes displaced homemakers and single parents as defined in 24 CFR Part 92.2. "Income And Owner=Occupancy Covenants and Resale Restrictions (the "Affordability Covenants") means this document entitled "Income and Owner -Occupancy Covenants and Resale Restrictions". "Low Income" means "Moderate Income" means "Property" means the real property described in the legal description attached to the Loan Agreement as Exhibit "A" and incorporated herein by reference. "Purchase Price" means the entire purchase price to be paid by Borrower for the Property. -2- 25C-32 "Sale" means any sale, transfer, assignment or conveyance of the Property, any portion thereof or interest therein, including, without limitation, any lease, exchange, or other disposition of any interest in the Property, whether voluntary or involuntary, except that any transfer by gift, devise or inheritance to an existing spouse surviving joint tenants or other co- owner, or a spouse as part of a dissolution proceeding or in connection with marriage,'or by devise or inheritance to children, shall not be considered a Sale for the purposes of the Loan - Agreement. "Term of Affordability", shall be forty-five (45) years from close of escrow:' 1. Nondiscrimination. There shall be no discrimination against or segregation of., any person, or group of persons, on account of race, color, religion, sex, disability, marital status, national' origin or ancestry in the sale, lease, sublease, transfer, use, occupancy,'tenure or'enjoyment of the Property, or any part therefore, nor shall Owner or any person claiming under or through Owner establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use of occupancy of tenants',, 'le`ssees,- subtenants, sublessees, or vendees of the Property. 2. Income Requirement. The Property shall remain available,to persons or families whose household annual income does not exceed 120%o.of the area median -income adjusted for family size (as defined by HUD) at affordable housing cosffor'the longest feasible,time, but in any event not less than 45 years from the date of recording of these Affordability Covenants, provided that the Property remains habitable. As of June 9, 2017,:1.200io of the -area median income for the City of Santa Ana, adjusted for family size, as defined by. HUD' (sirbject'-do 'change"approximately annually) was as follows: Family Size Income 1 $73,900 2 $84,500 3 _. $95,050 $105,600 5 $114,050 6'" , $122,500 7 $130,950 -8 $139,400 It shall not be a breach of these Affordability Covenants if a person or family whose household annual income was less than 120% of the area median income for the City at the time such ,person or family first acquired title to or took possession of the Property subsequently increases to an amount in excess of the 120% of the area median income. 3. Owner -Occupancy Requirement. (a) Owner shall occupy the Property as his, her or their primary residence, and the Property shall be used as the principal residence of Owner and Owner's household and for no other purpose. The maximum occupancy of the Property shall not exceed two persons per bedroom plus one additional person. -3- 25C-33 (b) The City shall have the right to monitor whether the Property is owner -occupied by requesting that Owner provide the City, no more frequently than annually, with a written certification under penalty of perjury that the Property is owner -occupied, accompanied by supporting documentation reasonably satisfactory to the City. (c) In the event that Owner no longer resides on the Property as his or,her or their, primary residence, it shall constitute a breach of contract which may accelerate repayment of the City Loan. 4. Repayment/Acceleration. The unpaid outstanding principal balance of the City Loan and any penalties thereon shall all be due and payable when any of the following events take place:' i. at the end of the 45 year Term of Affordability; ii. when the Property is sold; iii. when the Property is not properly being used as the Owner's ,principal residence; 1 _ _ - ` iv. the City discovers that Owner knowingly or willfully made a misstatement or misrepresentation pertaimng'to Owner's status as an Eligible Person or Family; or, N V. an uncured default in per or breach by Owner of any provision of this Agreement, the Promissory Note, or the City Deed of Trust. 5. Maintenance of Property— Owner shall maintain, the interior and exterior of the improvements and the landscaping on the Property in a manner consistent with community standards which will uphold the value of the Property, in' accordance with these Affordability Covenants and the Santa Ana Municipal Code. (a) Exterior Maintenance. All exterior surfaces of any structures located on the Property shall be maintained at all times in a clean and presentable manner. (b) Graffiti Removal. All graffiti, and defacement of any type, including marks, words and pictures, must be removed from the Property and any necessary painting or repair completed within a reasonable'time, but in no event more than one (1) week after notice to Owner from the City. (c) Landscabing. All landscaping surrounding the Property shall be maintained in a manner consistent with standards of the Santa Ana Municipal Code and any rules, regulations and standards adopted pursuant thereto. In addition, for example, the yard areas shall not contain the following: (i) lawns with grasses in excess of 9 inches in height; (ii) trees, shrubbery, lawns or other plant life which are, dying from a lack of necessary maintenance; (iii) trees and shrubbery grown uncontrolled without proper pruning; (iv) vegetation so overgrown as to be likely to harbor rats or vermin; (v) dead, decayed or diseased trees, weeds and other vegetation; or (vi) inoperative irrigation systems. (d) Maintenance by Owner. Owner shall, at his, her or their sole cost and expense, maintain and repair the Property and the improvements thereon, keeping the same in good condition and making all repairs as may be required by these Affordability Covenants and applicable City rules and regulations. (e) Damage and Destruction Affecting Property — Duty to Rebuild. If all or any portion of the Property and the Improvements thereon is damaged or destroyed by fire or other casualty, it -4- 25C-34 shall be the duty of Owner to rebuild, repair or reconstruct the Property in a timely manner to restore it to comply with any applicable City regulations. (f) Variance in Exterior Appearance and Design. If the Property is damaged or destroyed by casualty, Owner may not, without the prior written consent of the City, reconstruct, rebuild or repair the Property in a manner which will provide the same or different exterior,, appearance and lot design from that which existed prior to the date of the casualty. (g) Time Limitation. In the event of damage or destruction due to casualty, Owner shall be obligated to proceed with all due diligence to commence reconstruction,within two (2)•.months after the damage occurs and to complete reconstruction within a reasohable'-time after damage occurs, unless prevented by causes beyond the reasonable control of Owrier. 6. Notices. 4` Except as otherwise expressly provided in these AffordabilityCovenants, in every case when, under the provisions of these Affordability Covenants, it shall be,necessary or desirable for one party to serve any notice, request, demand, report or other communication'on another party', the same shall be in writing and shall not be effective for any purpose unless served (i) personally, (ii) by independent, reputable, overnight commercial courier, or (iii) by deposit in the United States mail, postage and fees fully prepaid, registered or certified mail, with return`receipt requested, addressed as follows: To Owner: To City: City of Santa Ana 20 Civic Center,Plaza, M-26 P.O. Box 1988 Sania Ana;.California 92702 Attention: Housing Manager 7. Effect -of Violation on Other Liens. No violation or breach of these Affordability Covenants shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other security'instrument permitted by the Loan Agreement and made in good faith and for value. 8. Covenants Run with the Land. Notwithstanding any other provision of law, these Affordability Covenants shall run with the land and shall be enforceable against the Owner and successors in interest by the City. Once the City has been repaid in full, these Affordability Covenants shall be released. 9. Modification. Only the City, its successors, and assigns, and the Owner and the successors and assigns of the Owner in and to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, these Affordability Covenants or to subject the Property to additional covenants, easements, or other restrictions without the consent of any tenant, lessee, easement holder, licensee, trustee, beneficiary under a deed of trust (other than the First Mortgage Loan) or any other person or entity having an interest less than a fee in the Property. -5- 25C-35 These Affordability Covenants, without regard to technical classification or designation, shall not benefit or be enforceable by any person, or firm, or corporation, public or private, except the City, the Owner and their respective successors and assigns. 10. Enforcement. These Affordability Covenants, without regard to technical classification or designation, shall be binding for the benefit of the City, and its successors and assigns, for the entire period during which such covenants shall be in force and effect, without regard to whether the City, or its successors and assigns are or remain an owner of any land or interest therein to which such covenants relate. In the event of any breach of any such covenants, the City,'or its successors and assigns, shall have the right to exercise all the rights and remedies, and to maintain any action at , law or suits in equity or other proper proceedings to enforce the curing of such -breach. The Loan Agreement and all of its attachments shall be enforceable by City in accordance with the terms thereof. Each of the Loan Agreement, the Affordability Restrictions, the Promissoiy Note and the Deed of Trust provide a means of enforcement by the City if Borrower is in breach of its obligations hereunder and thereunder, including liens on the Property, use and deed_ restrictions and covenants running with the land [24 CFR 92.504 (c) (13)]. 11. Duration. The provisions of Section 1 of these Affordability,Covehants shall remain in effect in perpetuity. The provisions of Section 2 of these Affordability Covenants shall remain in effect for the longest feasible time, but in any event, not less than 45 years from the date on which these Affordability Covenants are recorded in the Official Records o6h'e Recorder of the County of Orange, State of California, provided that the Property remains habitable. ' The provisions of Sections 3, 4 and 5 shall remain in effect for so long as the City Loan remains outstanding, or for so long as the provisions of Section 2 of these Affordability Covenants remain in effect, whichever is longer. Notwithstanding the foregoing, as required by 24 C.F.R. Section'92.254 (a) (5) (i), the provisions of Section 2 of these Affordability Covenants shall terminate upon occurrence of any of the following termination events: foreclosure, transfer in lieu of foreclosure or assignment of an FHA insured mortgage to HUD. 12. No Forfeiture. These Affordability Covenants shall be construed as covenants running with the land and not as conditions which might result in forfeiture of title. 0 25C-36 IN WITNESS WHEREOF, the parties have executed these Affordability Covenants as of the day and year written hereinabove. OWNER: OWNER: Name: Name: Dated: ated: APPROVED AS TO FORM: CITY OF SANTA -ANA,-a-charter city and municipal corporationI" . City Attorney By: Wyan U Hodge Assistant City Attorney Dated: 19 Raul Godinez City Manager Dated-.� -7- 25C-37 % -7- 25C-37 EXHIBIT "A" Legal Description -8- 25C-38 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 6, 2018 TITLE: ADOPT A RESOLUTION AND AUTHORIZE GRANT APPLICATION SUBMISSION FOR WATER SMART DROUGHT RESPONSE PROGRAMS (NONGENERAL FUND) (STRATEGIC PLAN NO. 6, 1G) 1TY MANAGER C RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ 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 agreeing to the terms of participation in the Bureau of Reclamation WaterSMART Drought Response Program for the Automated Meter Infrastructure capital improvement project. 2. Authorize the Executive Director of Public Works to submit a grant application for Department of the Interior, Bureau of Reclamation's WaterSMART Drought Response Program, for the Automated Meter Infrastructure Project, in the amount up to $750,000. DISCUSSION The City of Santa Ana provides potable water for all of the City's businesses and residents. The City charges for water used by these customers via traditional mechanical meters (analog meters) which must be read manually by the City and have no additional capabilities. The City is in the planning stages of an Automated Meter Infrastructure (AMI) project. The proposed future AMI project involves, among other things, the transition of existing dummy meters to new smart meters that communicate via radio or similar technology, and enable the City to implement technological enhancements such as automated meter reads, usage notifications, and interactive customer portals. By upgrading to an AMI system, customers can be supplied with on -demand, real-time water consumption data, enabling them to make more informed decisions about their water use. Case studies have shown that communities which upgrade to AMI systems can achieve water consumption savings of up to 15 percent. 55A-1 Adopt Resolution and Authorize Grant Applications for the Water Smart Drought Response Program March 6, 2018 Page 2 In 2016, the City completed an AMI feasibility study to evaluate the applicability and costs associated with an AMI project. The cost of fully deploying such a project for the City is approximately $14,000,000. If a WaterSMART Drought Response Program grant application is successful, the grant funding would offset a significant portion of the cost of the project. The Department of the Interior offers grants through its Bureau of Reclamation's WaterSMART (Sustain and Manage America's Resources for Tomorrow) Drought Response Program to develop and update comprehensive drought plans and implement projects that build long-term resiliency to droughts. The program provides up to a maximum of $750,000 in grant funding, but not to exceed 50 percent of the total project cost. 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). 41 k1rJI:Ze]I'll liril=1aI_1gIill 1:7:03I There is no environmental impact associated with this action FISCAL IMPACT There is no fiscal impact associated with this action. Staff will return to Council with a request for approval to accept any award under these applications and programs, and will indicate the fiscal impact of any such awards and associated expenditures at that time. Edwin "William" Galdez, P.E. Acting Executive Director Public Works Agency FM/NS/RR Exhibit 1: Resolution Authorizing Grant Application for the AMI Project 55A-2 jmf 2112118 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING AN APPLICATION FOR GRANT FUNDING BY THE BUREAU OF RECLAMATION'S WATERSMART DROUGHT RESPONSE PROGRAM FOR THE AUTOMATED METER INFRASTRUCTURE PROJECT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City of Santa Ana provides potable water for all of the City's businesses and residents. The City charges for water used by these customers using traditional mechanical meters that must be read manually by the City and have no additional capabilities. B. The City is in the planning stages of an Automated Meter Infrastructure (AMI) Project. The proposed future AMI Project involves, among, other things, the replacement of existing "dummy' meters with new smart meters that communicate via radio or similar technology and enable the City to implement technological enhancements such as automated meter reads, usage notifications and interactive customer portals. C. By upgrading to an AMI system, customers can be supplied with on -demand, real time water consumption data enabling them to make more informed decisions about their water use. Case studies have shown that communities that upgrade to AMI systems can achieve water consumption savings of up to 15 percent. D. In 2016, the City completed an AMI feasibility study to evaluate the applicability and costs associated with an AMI project. The cost of fully deploying such a project for the City is approximately $14,000,000. E. The United States Department of the Interior offers financial assistance in the form of grant funding through its Bureau of Reclamation's WaterSMART (Sustain and Manage America's Resources for Tomorrow) Drought Response Program for this type of project. The program provides up to a maximum of $750,000 in grant funding, but not to exceed 50% of the total project cost. F. The City desires to fund part of the cost of the AMI Project with grant funding from the WaterSMART Drought Response Program. Section 2. The City Council of the City of Santa Ana hereby authorizes and directs the Executive Director of Public Works, or his or her designee, to sign and submit, for and on behalf of the City of Santa Ana, a grant application from the Bureau of Resolution No. 2018-M EXHIBIT 1 Page 1 of 55A-3 jmf 2/12/18 Reclamation's WaterSMART Drought Response Program for the AMI Project up to the amount of $750,000. Section 3. The Executive Director of Public Works, or his or her designee, is designated to provide the assurances, certifications, and commitments required for the grant application, including executing a financial assistance or similar agreement with the Bureau of Reclamation within established deadlines and any amendments or changes thereto. Section 4. The Executive Director of Public Works, or his or her designee, is designated to represent the City of Santa Ana in carrying out the City's responsibilities underthe grant agreement, including certifying disbursement requests on behalf of the City and compliance with applicable state and federal laws. Section 5. If a grant award is made by the Bureau of Reclamation, the City of Santa Ana commits to providing up to $750,000 in matching funds for the AMI Project plus any remaining balance, Section 6. 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 2018. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: wcn= �V 7 ohn M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Miguel A. Pulido Mayor 55A-4 Resolullon No. 2018 -XXX Page 2 of 3 Jmf 2/12/18 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018 = to be the original resolution adopted by the City Council of the City of Santa Ana on Date: r Clerk of the Council City of Santa Ana 55A-5 Resolution No. 2018 -XXX Page 3 of 3 y REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 6, 2018 TITLE: EXTENSION OF CONDITIONAL USE PERMIT NO. 2015-01 AND VARIANCE NOS. 2015-01 AND 2015-02 FOR THE SOUTH COAST SPEEDWASH TO BE LOCATED AT 2402 SOUTH BRISTOL STREET (STRATEGIC PLAN NO. 3,2) TY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s' Reading ❑ Ordinance on 2n1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution approving the extension of Conditional Use Permit No. 2015-01 and Variance Nos. 2015-01 and 2015-02. DISCUSSION In April 2015, the City Council approved Conditional Use Permit (CUP) No. 2015-01 and Variance Nos. 2015-01 and 2015-02 for the South Coast Speedwash development at 2402 South Bristol Street. The conditional use permit allowed the use of the property for a car wash facility, and the variances were to allow a reduction in required setbacks and parking. Due to the complexities of the project and the challenges of securing services required to engineer the mixed-use project site, which includes a car wash, administration building, and a multi -tenant commercial building, the applicant was unable to move forward with construction before the entitlements expired. Pursuant to Section 41-647 of the Santa Ana Municipal Code (SAMC), CUPS, variances, and other entitlements automatically become void should the property owner fail to institute an action to comply with the provisions of the entitlements within two years of its approval. This section of the code also allows the property owner to request an extension of the entitlement up to a period of three years from the date of expiration. Although above -ground construction has yet to begin, the applicant would like to maintain the entitlements for the CUP and variances and is requesting a second one-year extension of the approvals. In December 2017, the City issued construction permits for the project; however, due to continued complexities of the project, the applicant has been unable to begin above -ground construction and a second extension of the original entitlements is required. The first one-year extension was approved by City Council on March 7, 2017. Since the applicant is planning to move forward with the project, the Planning Division recommends that the entitlements for the mixed-use car wash development be extended by a period of one year from the date of City Council approval. 5513-1 Extension of CUP No. 2015-01 and VA Nos. 2015-01 & 2015-02 — South Coast Speedwash at 2402 South Bristol Street. March 6, 2018 Page 2 CEQA COMPLIANCE In accordance with the California Environmental Quality Act, this extension action is exempt from CEQA per Section 15061 (b) (3). This determination has been made as it has been determined that the proposed action will not cause a significant effect on the environment. 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. Candida Neal, AICP Acting Executive Director Planning and Building Agency AP:rb SAFCAM-OB-IMPBA C11P15-1 VA15-1&22n° extension w Exhibit: 1. Resolution 55B-2 LS 3.6.18 RESOLUTION NO. 2018- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA FOR THE EXTENSION OF CONDITIONAL USE PERMIT NO. 2015-01 AND VARIANCE NOS. 2015-01 AND 2015-02 FOR THE SOUTH COAST SPEEDWASH DEVELOPMENT FOR AN ADDITIONAL ONE YEAR FOR THE PROPERTY LOCATED AT 2402 SOUTH BRISTOL STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In April 2015, the City Council affirmed the Planning Commission's decision to approve Conditional Use Permit (CUP) No. 2015-01 and Variance Nos. 2015-01 and 2015-02 for the South .Coast Speedwash development at 2402 South Bristol Street. B. Pursuant to City of Santa Ana Municipal Code section 41-647, where construction does notcommence, these types of entitlements become void after two (2) years unless the applicant applies for, and the City Council approves, an extension. C. On March 7, 2017, the City Council approved the first one-year extension of the:original entitlements. D. Due to various reasons, the applicant has not been able to begin construction of the project. The applicant secured construction permits in December of 2017, but has yet to begin above -ground construction. E. The Santa Ana Municipal Code allows the property owner to request an extension of the entitlement up to a period of three (3) years from the date of expiration. This extension request is the applicant's second for this project's entitlements. F. In accordance with the California Environmental Quality Act, this extension action is exempt from CEQA per Section 15061(b)(3). This determination hasibeen made as it has been determined that the proposed action will not cause a significant effect on the environment. Section 2. Conditional Use Permit No. 2015-01 and Variance Nos. 2015-01 and 2015-02 are hereby extended for the second period of one (1) year. This decision Resolution No. 2018 -XXX 55B-3 Page 1 of 3 is based upon the evidence submitted, which includes, but is not limited to, the Request for Council Action dated March 6, 2018, 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 6th day of March, 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: dI4-1 tf- Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Resolution No. 2016 -XXX Page 2 of 3 55B-4 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2018- to be the original resolution adopted by the City Council of the City of Santa Ana on 2018. Date: Clerk of the Council City of Santa Ana Resolution No. 2018 -XXX 55B-5 Page 3 of 3 55B-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 6, 2018 TITLE: ADOPT A RESOLUTION AMENDING THE CLASSIFICATION AND COMPENSATION PLAN (STRATEGIC PLAN NO. 7,4A) _?1F�/ 11. RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: Iv77 ii0:49 ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution that amends the City's Basic Classification and Compensation Plan for classifications of employment designated as unrepresented Executive Management to change the salary compensation range for the Executive Director of Public Works from EM -38 to EM -41. DISCUSSION The Personnel Services Department recently completed a labor market survey of compensation rates assigned to executive director job classifications overseeing public works related functions. The City of Santa Ana Executive Director of Public Works Agency oversees the functions of four divisions; Administration, Engineering Services, Street Maintenance and Water Services. This position manages a large, full-service public works department with significant capital projects and operational activities. Staff recently conducted a salary survey of Executive Director of Public Works in comparison to those agencies with similar job specifications and agency demographics. The survey revealed that the Executive Director of Public Works job classification is 4.91% below average within the City's labor market (see Table 1). The current compensation range for Executive Director of Public Works is $11,553 - $16,325. The proposed compensation range increase for the Executive Director of Public Works is $12,444 - $17,581, the difference is $1256.00 per month an increase of approximately (7.69%). This would place the Executive Director of Public Works within the City's labor market. 55C-1 Approve an Amendment to Classification and Compensation Plan and Annual Budget March 6, 2018 Page 2 of 3 TABLE 1 Executive Director of Public Works — Current Labor Market Salary Survey City Title Min Max Oakland Director of Public Works $13,090 $19,636 Sacramento Director of Public Works $12,464 $18,696 Long Beach Director of Public Works N/A $18,416 Riverside Public Works Director $12,666 $18,305 Anaheim Public Works Director $12,088 $18,133 Irvine Director of Public Works $11,459 $17,852 Chula Vista Director of Public Works $13,595 $16,525 Santa Ana Executive Director of Public Works $11,553 $16,325 Fresno Public Works Director $11,165 $15,632 Stockton Director of Public Works $12,002 $15,317 Bakersfield Public Works Director $11,529 $14,014 Average salary: $17,168 Santa Ana: 4.91% below average The current salary differential between the Executive Director of Public Works and the City Engineer is 6.19%. By increasing the salary range accordingly, the salary differential will increase to 12.89%. The objective is to prevent salary compaction between the Executive Director and their direct subordinate. If the salary range for the Executive Director is not adjusted to commensurate with the increases provided to its direct subordinate, the City will experience wage compaction which impacts an in-house employee's desire to promote within. The position was recently vacated and staff will begin recruiting to replace the vacancy. With the current compensation range, the lack of market competitiveness will put the City at a disadvantage when searching for high-quality job applicants. Therefore, the City Manager is proposing an equity adjustment to bring this job classification to the average rate in the labor market. It is recommended that the Executive Director of Public Works classification be adjusted from salary range EM -38 to EM -41. This salary increase will enable the City to regain market 55C-2 Approve an Amendment to Classification and Compensation Plan and Annual Budget March 6, 2018 Page 3 of 3 competitiveness in this high -demand job classification and will enhance the City's ability to attract and retain well-qualified candidates for these critical positions. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal # 7 Team Santa Ana, Objective # 4 (Establish employee compensation that attracts and retains a highly qualified workforce), Strategy A Ensure compensation is sufficient to attract and retain properly skilled employees and is comparable to other public agencies). FISCAL IMPACT Salary savings from under -filling a Public Works Management Analyst position with a Public Works Management Aide in the City's FY 17-18 Annual budget will be used to fund the salary increase and therefore will be cost neutral for the remainder of the year. Funds are budgeted and available in the various Salaries accounts (20%-06917640-61000 and 80%-10117601-61000) for fiscal year 2017-2018. .. ,. M EXHIBIT: 1. Resolution APPROVED AS TO FUNDS AND ACCOUNTS: Fe\CeRiNt!NS"r, All" Francisco Gutierrez Executive Director Finance & Management Services Agency f 55C-3 55C-4 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND RESOLUTION NO. 2015-026 TO ADJUST THE SALARY FOR THE UNREPRESENTED EXECUTIVE MANAGEMENT CLASSIFICATION OF EXECUTIVE DIRECTOR OF PUBLIC WORKS (EM). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby finds, determines, and declares as follows: A. Section 1004, Article X of the City Charter of the City of Santa Ana requires the City Manager to prepare, install, and maintain a position classification and pay plan subject to civil service rules and regulations and the approval of the City Council. B. On June 16, 2015, the City Council passed and adopted Resolution No. 2015-026, amending and re-establishing the Basic Classification and Compensation Plan for classes of employment designated as Executive Management (EM). C. On July 5, 2017, the City Council passed and adopted Ordinance No. NS -2919, allocating expenditures and revenue for the City's annual budget and authorizing position allocations for fiscal year 2017-2018. The Ordinance also sets forth the requirement that alterations in the allocation of authorized positions be reviewed and approved by the City Council. D. It is proposed that the salary level for the executive management classification title of Executive Director of Public Works (EM) be increased in order to maintain internal pay equity relationships, provide a salary that is in the median within the City's labor market, and to attract and retain qualified candidates. E. It is now desired to amend Council Resolution No. 2015-026, as amended, in order to effect the change, as shown below: Resolution 2018 -XXX Page 1 of 3 55C-5 Section 2: That Exhibit "A" of Resolution No. 2015-026, as amended, and the City's annual budget is hereby further amended by providing an equity adjustment to the following classification title: Classification Title Executive Director of Public Works (EM) 15 -Step Salary Rate Range (SRR) Effective 07/01/17 FROM Monthly Salary TO Monthly Salary No. Min -Max No. Min -Max EM -38 ($11,553-$16,325) EM -41 ($12,444-$17,581) Section 3: That except as amended by this Resolution, all other provisions of Resolution No. 2015-026, as amended, shall remain in full force and effect. Section 4: That this Resolution shall be operative from and after its date of adoption. ADOPTED this 6th day of March, 2018. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Laura Rossini Senior Assistant City Attorney Resolution 2018 -XXX Page 2 of 3 Miguel A. Pulido Mayor 55C-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. 2018- to be the original resolution adopted by the City Council of the City of Santa Ana on March 6, 2018. Date: Resolution 2018 -XXX Page 3 of 3 55C-7 Clerk of the Council City of Santa Ana 55C-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 6, 2018 TITLE: PRESENTATION AND APPROVAL OF THE ZOO MASTER PLAN {STRATEGIC PLAN NO. 2,2E) CITYWAANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 181 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file a presentation and adopt the Zoo Master Plan, including the Facility Plan and Strategic Plan. DISCUSSION The Santa Ana Zoo at Prentice Park was founded in 1952 on 12 acres of open space donated to the City of Santa Ana by a local land -owner J.E. Prentice. The Zoo is a significant site for families, education, and conservation work. For the local community it is a memorable landmark. It displays native and exotic animal species in natural settings, providing conservation education and experience based tourism activities. It has lush and historic botanical species and provides a peaceful and reflective setting for family picnics and outings. As the Zoo celebrates 66 years of operation, it is recognized that the Zoo has changed substantially. In keeping with modern animal management and husbandry the animal enclosures and practices are constantly being improved. The Zoo has taken an active role in community education, research, and conservation. The Santa Ana Zoo Master Plan is the document used to direct the development of the Zoo and its visitor services. The Master Plan includes two components, a Facility Plan guiding physical development of the site and a Strategic Business Plan guiding the organizational priorities and financial planning. The Facility Plan presents a comprehensive approach of how the Zoo can be developed over the next 15-20 years. The Strategic Plan, developed hand in hand with the Facility Plan, has informed all aspects of the vision to enhance the guest experience, increase revenue opportunities, and bolster mission driven programs. The current Master Plan was adopted by the City Council in 1990. This Master Plan called for the Zoo to focus on the animal life and culture of Central and South America with an underlying theme of biomes and their relationship to water. Focusing on this unique South American theme helped 65A-1 Presentation and Approval of the Zoo Master Plan March 6, 2018 Page 2 the Santa Ana Zoo to compliment rather than compete with other local zoos. In 1998, the Master Plan was amended to include the current children's zoo and the Crean Family Farm. In the years since 1990, the zoo industry has changed dramatically and the Zoo's present Master Plan is outdated. Instead of only presenting a broad menagerie of animals as was the practice in the past, zoos today are focusing on saving endangered animals from extinction while teaching visitors to conserve the animals and plants in their local communities and wildlands. Many of the animals that were called out in the 1990 Zoo Master Plan are no longer kept in American zoos. In the Zoo's last Association of Zoos and Aquariums (AZA) Accreditation Report, the commission noted that the Zoo's facility plan and strategic business plan are both out of date and should be updated to reflect today's environment. AZA is a non-profit organization representing more than 230 zoos and aquariums in the United States and overseas. AZA has been the primary accrediting body for zoos for over 40 years. Maintaining AZA accreditation is essential in providing access to critical animal conservation programs and resources, improving access to funding and grants, easing permitting processes, and increasing public trust that an organization meets or exceeds current professional standards. In 2017, the Parks, Recreation and Community Services Agency hired CLR Design for the development of a new Zoo Master Plan. The Zoo Master Plan was facilitated by CLR, through a planning team including consultants, City staff, and community supporters. • Gregg Leicester, ASLA — Principal, CLR Design, a multidisciplinary zoo design firm. • David Walsh — Principal, Zoo Advisors, a full-service firm providing business, organizational, and financial expertise to zoos. • City Staff — Representatives from the Zoo, PRCSA Community Services, PRCSA Administration, Public Works Agency, and Planning and Building Agency. • Zoo Supporters — Staff and volunteers from Friends of Santa Ana Zoo, the Zoo's 501(c)(3) non-profit partner. • KPFF — Multi -disciplinary engineering firm. Throughout the eight-month planning process the planning team participated in a number of workshops which included a site inventory and analysis, concept testing and development, and final plan development. This new 20 year Master Plan is a blueprint for the Zoo to expand and improve its facilities to continue its profile as a treasured community asset. The Master Plan is not just a physical plan, it addresses the core of why the Zoo exists and sets its future direction. A phased approach for implementation is supported by the Strategic Plan which presents a balanced funding model with funding from earned (admissions, rides, programs), contributed (donations), and public funds as mechanisms to implement the plan. Additionally, the City of Santa Ana and Friends of Santa Ana Zoo are supporting implementation of this plan through funding of a renovation of the Amazon's Edge Exhibit with a new giant river otter habitat and primate trail. Funding is provided through park fee money, grants, and fundraising. 65A-2 Presentation and Approval of the Zoo Master Plan March 6, 2018 Page 3 Yearly updates will be provided to the City Council on the status of the Master Plan implementation. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #2 - Youth, Education, Recreation, Objective #2 (Expand youth programming), Strategy E (Partner with outside agencies and secure funding to rehabilitate zoo exhibits and expand the Santa Ana Zoo). FISCAL IMPACT There is no fiscal impact associated with this action. Items associated to the implementation of the Zoo Master Plan that have a fiscal impact requiring council approval will be presented to the City Council separately at future meetings. Executive Director Parks, Recreation and Community Services Agency EXHIBITS: 1. 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U t r E N O O -H � � N 4 Q; N N U_ vi � O � N c c C 1 M c0 to O i N N Na Q O 7� -i- 7V�1 ° V N O U Q O � � t O LO Q O i Q Q) 0 O :D C NO O z Qo Qo �L- �m Z C: Zmo° �Q C) o Z m ? O o —0 �E V)��o°o�,o 0-0 _0 iN °iz V) ° m v 3 c °OU CL -0OL 0� o� "_ N O O ,i Q C 00 . C m Q)� N O a � O N Q Q) Q) O 3 cn Q) C: o c c a 9 Mt _ ( ) } }� ^ \ } ©2 F / ® Q . \ � \ e g -4- \ / \ E < \ m0 U0 ca L \ � ® \ c \ ± § } o� \% oƒ ) 3 \ o / Gu /f . . ... n g � cu 7 O m CY u ° � \ \ OL \ / o e ~ •® ®O _ \ 4-J2 2 Q = / \ C/) o ( \ o =oo< O EN Uo Z / / y g ... . ,.« ` 3 / C:7 � CL C:/ p 0 LL Ln ƒ MrF a 3 g / e/ \ \§ o — / c f}q\\ . . . / \) ^ / k k C @ \ \ 0 0 o q CD \ § � 65A-116 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 6, 2018 TITLE: REVIEW AND CONSIDER RECOMMENDATIONS OF THE AD HOC COMMITTEE REGARDING WARD BASED ELECTIONS, PROVIDE STAFF DIRECTION AND APPROVE RESOLUTIONS AND APPROPRIATION ADJUSTMENT ACCORDINGLY (STRATEGIC PLAN NO. 5, 1) CITY MANA AD HOC RECOMMENDED ACTIONS: CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2n" Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Discuss recommendations of the Ad Hoc Committee on a Charter Amendment regarding Ward Based Elections to be placed on June 5, 2018 Statewide Primary Election and allocate funding accordingly. Options for consideration: 1. Take no action. 2. Direct staff to move forward with Special Election on June 5, 2018 and approve actions as follow: a. Adopt a resolution giving Notice of a Special Election and request consolidation with the County of Orange with the Statewide Primary Election, as follow: I. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA GIVING NOTICE OF A SPECIAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON JUNE 5, 2018 FOR SUBMISSION TO THE VOTERS OF THE QUESTION OF WHETHER CITY CHARTER SECTION 400 SHALL BE AMENDED REQUIRING CITY COUNCILMEMBER ELECTION FROM HIS OR HER RESIDENCY WARD AND ONLY BY REGISTERED VOTERS OF THAT WARD, INSTEAD OF CITY COUNCILMEMBER ELECTION BY THE REGISTERED VOTERS OF THE ENTIRE CITY AND REQUESTING THE BOARD OF SUPERVISORS OF ORANGE COUNTY TO CONSOLIDATE THE CITY'S SPECIAL ELECTION WITH THE STATEWIDE PRIMARY ELECTION b. Adopt a resolution to approve title of Charter Amendment and proposed language for consideration by voters, as follow: I. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SETTING FORTH THE LANGUAGE OF A BALLOT TITLE FOR A CITY CHARTER AMENDMENT REGARDING WHETHER CITY CHARTER SECTION 400 SHALL BE AMENDED REQUIRING CITY COUNCILMEMBER ELECTION FROM HIS OR HER RESIDENCY WARD ,9jgd„Q Y BY REGISTERED VOTERS Ad Hoc Committee Recommendations March 6, 2018 Page 2 of 7 OF THAT WARD, INSTEAD OF CITY COUNCILMEMBER ELECTION BY REGISTERED VOTERS OF THE ENTIRE CITY TO BE INCLUDED ON THE BALLOT FOR THE 2018 SPECIAL ELECTION TO BE HELD ON JUNE 5, 2018 c. Adopt resolution authorize the filing of Arguments and Rebuttals, as follow: i. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR PROPOSED AMENDMENT TO THE SANTA ANA CHARTER REGARDING WHETHER CITY CHARTER SECTION 400 SHALL BE AMENDED REQUIRING CITY COUNCILMEMBER ELECTION FROM HIS OR HER RESIDENCY WARD AND ONLY BY REGISTERED VOTERS OF THAT WARD, INSTEAD OF CITY COUNCILMEMBER ELECTION BY REGISTERED VOTERS OF THE ENTIRE CITY d. Direct City Attorney to prepare Impartial Analysis. e. Direct Clerk of the Council to publish legal notices as required by law. f. Approve an appropriation adjustment to carry -forward and allocate prior year unallocated fund balance in the amount $202,148 and appropriate the same amount to the Clerk of the Council Contract Services -Professional expenditure account (no. 01107031-62300) for the cost to conduct a Special Election. (Requires five affirmative votes). L Other funding source or direction as identified by City Council. DISCUSSION Mayor Miguel A. Pulido established an Ad Hoc Committee comprised of Councilmembers Benavides, Sarmiento and Solorio to review and recommend options as discussed in Closed Session at the February 20, 2018 City Council Meeting regarding Ward Boundaries and Ward Based Elections. The Committee met on March 1, 2018 and recommended that staff prepare the required resolutions for placing a Charter Amendment on the June 5, 2018 Statewide Primary Election for consideration by the City Council at the next regularly scheduled City Council Meeting (refer to Exhibit 2). Furthermore, the Committee discussed Ward Re -boundary process. Items pertaining to this matter will be forthcoming in a future agenda report, but the process will run in parallel to the Ward Based Election, if approved. Due to the impending legal deadline to submit documents to the Registrar of Voters Office of 5 p.m. on Friday, March 9; 2018, staff has prepared the resolutions for consideration and attached herein. Background The City of Santa Ana received a certified letter on June 5, 2017 expressing concerns with our current process to nominate candidates by Ward, but electing at -large system. The letter asserts that the City's current practice of nominating by Ward and electing at -large dilutes the ability of Asians (a protected class) to elect candidates of their choice or otherwise influence the outcome of Santa Ana's council elections. Below is information about the California Voters Rights Act and the provisions in the City Charter regarding said matters. 65B-2 Ad Hoc Committee Recommendations March 6, 2018 Page 3of7 The CVRA was signed into law in 2002. The CVRA prohibits an at -large method of election that impairs the ability of a protected class to elect candidates of its choice or its ability to influence the outcome of an election. The law's intent is to expand protections against vote dilution over those provided by the Federal Voting Rights Act of 1965 (FVRA). The law was also motivated, in part, by the lack of success by plaintiffs in California in lawsuits challenging at -large electoral systems brought under the FVRA. The passage of the CVRA made it much easier for plaintiffs to prevail in lawsuits against public entities that elected their members to its governing body through "at -large" elections. A plaintiff need only prove the existence of "racially polarized voting" to establish liability under the CVRA. Proof of intent on the part of voters or elected officials to discriminate against a protected class is not required. Charter provisions as they relate to Method of Electing Councilmembers The City of Santa Ana currently utilizes an at -large election system, which allows electors from the entire City to elect each of the six (6) Councilmembers and the Mayor; however, the councilmembers must be nominated by electors in their respective ward. Changing to a Ward -Based Election System will require that the councilmember be both nominated and elected by electors in that Ward. The proposed charter amendment is attached to the resolutions. The current provisions in the City of Santa Ana Charter that mandate at -large elections are as follow: Sec. 400. - Number, selection and terms of members. The City Council shall consist of seven (7) members elected at the times and in the manner provided in this charter, each of whom, except for the mayor, shall serve a term of four (4) years. The term of each member shall begin at 6:00 p.m. on the second Tuesday of December following certification of election results, and each shall serve except as otherwise provided for in this charter, until his or her successor is elected and qualified. Each office of councilmember shall be a separate office and, except for the mayor, one (1) of such offices shall be assigned to each of the wards of the City. Candidates for each office of counciimember other than1he mayor shall be nominated from such ward by the electors Sec. 401. - Qualifications of members. To be eligible to be elected to the office of councilmember, a person must be a qualified voter and a thirty (30) day resident of the ward from which the candidate is nominated at the time nomination papers are issued as provided for in the Elections Code of the State of California, except that the mayor need only be a registered voter and thirty (30) day resident of the city at such time. In the event any councilmember other than the mayor shall cease to be a resident of the ward from which the councilmember (or, in the case of an appointee, the councilmember's predecessor) was elected, or in the event the mayor shall cease to be a resident of the city, the office shall immediately become vacant and shall be filled in the same manner as herein provided for other vacancies; provided, that where a councilmember ceases to be a resident of the ward from which the councilmember (or, in case of an appointee, the councilmember's predecessor) was elected soleiv because of a chancre in boundaries of L• Ad Hoc Committee Recommendations March 6, 2018 Page 4 of 7 reason of such change. If a member of the city council shall be convicted of a crime involving moral turpitude, the office shall immediately become vacant and be so declared by the city council. A person who has served three (3) consecutive terms of four (4) years each shall be eligible for appointment, nomination for or election to the office of councilmember (regardless of wards represented by that person during such period) no sooner than for a term beginning eight (8) years after completion of that councilmember's third consecutive full term. Short or partial terms shall not be considered in determining eligibility for appointment, nomination or election. For purposes of this Charter, short or partial terms shall only be those where the councilmember was elected or appointed to replace another councilmember who left office before the latter official's term expired. Any councilmember who assumed office at the beginning of a term and left office early for any reason whatsoever shall be deemed to have served a full term; provided, however that any person who has served twenty (20) consecutive years in office, as both a council member and mayor, regardless of the order in which they served, shall not be eligible for appointment, nomination or election as a council member or as mayor, no sooner than for a term beginning eight (8) years after completion of the council member or mayoral term, or vice versa. The provisions of this section related to short or partial terms is deemed to be declaratory of existing law. Reauirements for Callina a Saecial Election on June 5. 2018 The California Elections Code requires the adoption of'the attached resolutions in order to place a ballot measure before the voters at a special municipal election and must be submitted to the Registrar of Voters at least 88 days in advance of the election (refer to Exhibit 1). In addition to calling for the election, a resolution may be approved to permit the filing of written arguments in favor of or against such measure by members of the City Council, any individual voter eligible to vote on the measure, a bona fide association of such citizens or any combination thereof, and establishes deadlines for submission of such arguments to the Clerk of the Council. The Elections Code specifies that members of the Council would be given preference and priority, if authorized by the City Council. The subject resolution would give that authorization to any member of the Council desiring to submit an argument (refer to Exhibit 3). The procedures for filing ballot arguments are detailed in the Elections Code. The Election Code procedures, as well as general guidelines for preparing arguments will be provided in a notice prepared by the Clerk of the Council and posted following final adoption of the resolution calling for the special election. Also, whenever a City measure qualifies to be on a ballot, the City Council may direct the City Attorney to prepare an impartial analysis of the measure showing the effect of the measure on the existing law and the operation of the measure (Elections Code §9280). The analysis is printed in the Voter Information Pamphlet preceding the arguments for and against the measure. City Attorney may be directed to prepare the Impartial Analysis for inclusion in the ballot. STRATEGIC PLAN L• Ad Hoc Committee Recommendations March 6, 2018 Page 5 of 7 Approval of this item allows us to meet Goal #5. Community Health, Livability, Engagement & Sustainability, Priority #1, Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities. FISCAL IMPACT Estimated cost to place matter on the Statewide Primary Election in June of 2018 is between $159,115 and $202,148. An appropriation adjustment will recognize and appropriate prior year General Fund Unallocated Fund Balance in the amount of $202,148 and facilitate an inter -fund budgetary expenditure transfer as follows: / Account Number Description Revenue Expenditure 01102002-50001 Prior Year Carry Forward $202,148 01107031-62300 Clerk of the Council — Contract Services $202,148 i Mara D. Huizar, Clerk of the Council APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Resolution Calling fo,the Election 2. Resolution on Setting Language of Charter Amendment 3. Resolution Authorizing filing of Arguments and Rebuttals 4. Tentative Timeline: Filing of Arguments and Rebuttals for the June 5, 2018 Special Election L• RESOLUTION NO. 2018-XXXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA?=GIVING,NOTICE' OF A'`.SPECIAL MONI,,CIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON JUNE 5, 2018 FOR SUBMISSION TO THE VOTERS OF THE QUESTION OF WHETHER CITY CHARTER SECTION 400 SHALL BE AMENDED REQUIRING CITY COUNCILMEMBER ELECTION FROM HIS OR HER RESIDENCY WARD AND ONLY BY REGISTERED VOTERS OF THAT WARD, INSTEAD OF CITY COUNCILMEMBER ELECTION BY THE REGISTERED VOTERS OF THE ENTIRE CITY AND REQUESTING THE BOARD OF SUPERVISORS OF ORANGE COUNTY TO CONSOLIDATE THE CITY'S SPECIAL ELECTION WITH THE STATEWIDE PRIMARY ELECTION 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. Changing from at -large City Councilmember elections to ward -based City Councilmember elections requires a Charter amendment approved by the voters. B. The City Council has considered the issue of changing from at -large City Councilmember elections to ward -based City Councilmember elections and has determined that the voters of the City of Santa Ana should decide whether City Councilmembers should be elected using the by -ward voting method rather than the at -large voting method. C. A special election of the City of Santa Ana will be held on June 5, 2018, for the purpose of voting on the following proposed amendment to the City Charter which shall be submitted to the voters: Resolution 2018 -XXX Page 1 of 4 55394.00002\30632580.1 EXHIBIT / 65B-7 Measure: YES Shall City of Santa Ana Charter section 400 be amended requiring City Councilmember election from his or her residency ward and only by registered voters of that ward, instead of City Councilmember elections by registered voters of the entire City? NO D. There will be a statewide special election on June 5, 2018. E. It is desirable that said special election of the City of Santa Ana be consolidated with the statewide primary election to be held on the same date and; that within the City of Santa Ana, the precincts, polling places and charter amendment be the same, and that the Board of Supervisors of the County of Orange canvass the returns of both elections, in all respects as if there were only one election. F. That the text of the Charter amendment to Charter Section 400 submitted to the voters is attached as Exhibit A and incorporated herein by reference. G. That the vote requirement for the measure to pass is a majority (50% + 1) of the votes cast. H. That the Clerk of Council is authorized, instructed and directed to give further notice of the election, in time, form and manner as required by law. Section 2: That pursuant to the requirement of Section 10403 of the Elections Code of the State of California, the Board of Supervisors of the County of Orange is hereby requested to consent to and order consolidation of the June 5, 2018 special election of the City of Santa Ana for the purpose of voting on a ballot measure related to the proposed Charter amendment with the statewide primary election to be held on the same date. The election will be held and conducted in accordance with the provisions of law regulation the statewide election. Section 3: The Board of Supervisors of the County of Orange is hereby authorized to canvass the returns of said special municipal election pursuant to Section 10411 of the Elections Code of the State of California. 55394.00002N30632580.1 \l w • Resolution 2018 -XXX Page 2 of 4 Section 4: The City of Santa Ana recognizes the additional costs will be incurred by the County by reason of this consolidation and agrees to reimburse the County of Orange for any such costs. Section 5: The Clerk of Council is hereby directed to file a certified copy of this Resolution with the Board of Supervisors of the County of Orange and a certified copy of this Resolution with the Registrar of Voters of the County of Orange. Section 6: This Resolution shall take effect immediately upon its adopting by the City Council, and the Clerk of Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of March, 2018. APPROVED AS TO FORM: "1Gt � • �lXl:�, Sonia R. Carvalho City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Resolution 2018 -XXX Page 3 of 4 55394.00002\30632580.1 Councilmembers Councilmembers Councilmembers Councilmembers L; Miguel A. Pulido Mayor CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2018-_ to be the original resolution adopted by the City Council of the City of Santa Ana on March _, 2018. Date: Ff}L�f[QQ�DYatDL?Ylii�al 65B-10 Clerk of the Council City of Santa Ana Resolution 2018 -XXX Page 4 of 4 Exhibit A -City of Santa Ana Charter Section 400 (Deleted language is stricken and new language is in red) Sec. 400. - Number, selection and terms of members. The City Council shall consist of seven (7) members elected at the times and in the manner provided in this charter, each of whom, except for the mayor, shall serve a term of four (4) years. The term of each member shall begin at 6:00 p.m. on the second Tuesday of December following certification of election results, and each shall serve except as otherwise provided for in this charter, until his or her successor is elected and qualified. Each office of councilmember shall be a separate office and one (1) of such offices shall be assigned to each of the wards of the City. Councilmembers shall be residents of their respective wards, and nominated and elected only by the voters of their respective wards. The Mayor shall be elected from the City at large. Gandidates 55394.00002\30632997.1 65B-11 65B-12 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SETTING„ FORTH THE=LAI�GIIAGE `OF -A BALLOT TITLE FORA CITY CHARTER AMENDMENT REGARDING WHETHER CITY CHARTER SECTION 400 SHALL BE AMENDED REQUIRING CITY COUNCILMEMBER ELECTION FROM HIS OR HER RESIDENCY WARD AND ONLY BY REGISTERED VOTERS OF THAT WARD, INSTEAD OF CITY COUNCILMEMBER ELECTION BY REGISTERED VOTERS OF THE ENTIRE CITY TO BE INCLUDED ON THE BALLOT FOR THE 2018 SPECIAL ELECTION TO BE HELD ON JUNE 5, 2018 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. By Resolution No. 2018 -XXX, the City Council of the City of Santa Ana has called for a its special election to be held on June 5, 2018 and submitted to the voters an amendment to sections of the Santa Ana City Charter. Section 2. The California Elections Code directs that the City Council approve the form of the ballot question to be submitted to the voters and the City Council of the City of Santa Ana desires, on its own motion, to submit to the voters of the City a question relating to whether City of Santa Ana Charter section 400 shall be amended requiring City Councilmember election from his or her residency ward and only by registered voters of that ward, instead of City Councilmember elections by registered voters of the entire City, to be submitted to the voters at the Special Election to be held on Tuesday, June 5, 2018. Section 3. The amendment called for in Resolution No. 2018 -XXX shall be proposed as follows, with identification as determined in accordance with the California Elections Code: Measure _ .... YES Shall City of Santa Ana Charter section 400 be amended requiring City Councilmember election from his or her residency ward and only by registered voters of that ward, instead of City Councilmember electionsNO by registered voters of the entire City? EXHIBIT 2 55394.00002130632551.1 Resolution No. 2018 -XXX Page 1 of 2 65B-1 3 Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Section 5. The City Clerk is hereby directed to transmit a copy of the measure set forth in Section 3 above to the City Attorney, who shall prepare an impartial analysis of the measure in accordance with Section 9280 of the Elections Code. The impartial analysis shall include a statement indicating whether the measure was placed on the ballot by a petition signed by the requisite number of voters or by the City Council. In addition, the Clerk of the Council is directed to fix a deadline for submission of arguments and rebuttals for or against the measure pursuant to Sections 9223 and 9285 of the Elections Code, the provisions of which are hereby adopted by the City Council. ADOPTED this day of March, 2018. APPROVED AS TO FORM: By: Jawta A, �Zl tiny .Sonia R. Carvalho, City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: NOT PRESENT: Councilmembers: Councilmembers: Miguel A. Pulido Mayor CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attestto and certify thatthe attached Resolution No. 2018 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on March _, 2018. Date: Maria D. Huizar, Clerk of the Council Resolution No. 2018 -XXX 65B-14 Page 2 of 2 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING^WRITTENLARGUMJENTS`FOR REGARDING WHETHER CITY CHARTER SECTION 400 SHALL BE AMENDED REQUIRING CITY COUNCILMEMBER ELECTION FROM HIS OR HER RESIDENCY WARD AND ONLY BY REGISTERED VOTERS OF THAT WARD, INSTEAD OF CITY COUNCILMEMBER ELECTION BY REGISTERED VOTERS OF THE ENTIRE CITY 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. A special election of the City of Santa Ana will be held on June 5, 2018, at which there will be submitted to the qualified electors of the City a Charter Amendment measure related to whether the City of Santa Ana Charter section 400 shall be amended requiring City Councilmember election from his or her residency ward and only by registered voters of that ward instead of City Councilmember election by registered voters of the entire City. B. That pursuant to the requirements at Section 9282 of the Elections Code of the State of California, the legislative body may authorize any member(s) of the City Council to write arguments for or against any measure. Section 2: The City Council, as the legislative body of the City of Santa Ana, hereby authorizes the Clerk of the Council to give preference and priority to any member or members of the City Council (up to five members), then to voters as set forth in California Elections Code section 9287, to file a written argument for or against the City measures set forth above, and to change said argument until and including the date fixed by the Clerk of the Council after which no arguments for or against said City measure may be submitted. EXHIBIT 3 MIDT9mn1001ITxr�ne1 Resolution. 2018 -XXX.. - - Page 1 of 2 65B-1 5 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, 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: By: 0.u" A, • t5(9 l lti l Sonia R. Carvalho City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2018 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: 65B-16 Maria D. Huizar, Clerk of the Council Resolution 2018 -XXX Page 2 of 2 EXHIBIT 4 TENTATIVE TIMELINE: FILING OF ARGUMENTS AND REBUTTALS FOR JUNE 5, 2018 SPECIAL ELECTION DATE DESCRIPTIONOF ACTION City Council to Approve resolution calling for a Special Election • Calling for Election regarding proposed Charter Amendment (§9280, Mar -6 9282)' • Authorizing filing of direct Arguments; and Authorizing City Attorney to prepare Impartial Analysis and fiscal impact (if applicable), 500 word max. (§ 9280) Mar -9 Deadline to Submit Resolutions to County by 5 p.m. Clerk sets deadline for Arguments and Posts (publication is optional) Mar -7 §9286 & Gov. Code §6061 Last day for City Attorney to submit Impartial Analysis and Fiscal Mar -9 Impact if applicable) (maximum of 500 words). (§9280 Filing period to file direct Arguments in favor and against proposed Mar -7 - Mar -13 Charter Amendment, (300 words maximum) (§9286 & 9282) Public Review period for Arguments (10 days) During this period, any voter of the jurisdiction or the county elections official may seek a writ of mandate or an injunction requiring any or all of the materials to be amended or deleted. (§9380) Mar -20 Last day"to file Rebuttal Arguments 250 word max 9220) Public Review period for Rebuttal Arguments (10 days) (§9295) The elections official shall make a copy of the ordinance available for public examination in the elections official's office for a period of 10 calendar days immediately following the filing deadline for submission of those materials. During this time any voter of the jurisdiction may seek a writ of mandate or an injunction requiring any or all of the materials to be amended or deleted. Only Rebuttal Arguments are subject to legal action during the public review period. Mar -12 Last day to withdraw Measures from the ballot. Last Day to Register to Vote: Last day to register to vote in the Statewide Direct Primary Election. The Voter Registration Form shall be mailed (postmarked by this date) or delivered to the county elections May -21 official by this date and is effective upon receipt. The Voter Registration Form may also be submitted by this date to the Department of Motor Vehicles or any National Voter Registration Act designated agency. 65B-17 M- • DATE DESCRIPTION OF •1 Last day for military or overseas voters to register to vote, to request a vote by -mail ballot, and to send it to the county elections official. ELECTION DAY: Polls will be open from 7:00 a.m. to 8:00 p.m. Ballots Jun -5 will be centrally counted at the Registrar of Voters' office. Certificate of Election Results: Approximately on this date, the elections official shall make and deliver to each person elected or Jul -5 nominated under its jurisdiction, a certificate of election or nomination, signed by the elections i 65B-19 65B-20 REQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION CITY COUNCIL MEETING DATE: MARCH 6, 2018 TITLE: APPROVE AMENDMENTS TO PROMISSORY NOTES WITH C&C DEVELOPMENT COMPANY AND ORANGE HOUSING DEVELOPMENT CORPORATION FOR ROSS & DURANT, WILSHIRE & MINNIE, TOWNSEND & RAITT, 1410 N. DURANT, LACY & RAITT, AND 326 S. GARNSEY AFFORDABLE HOUSING DEVELOPMENTS (STRATEGIC PLAN NO. 5,3) r _ CITY MAN ER EXECUTIVE D CTOR RECOMMENDED ACTION CITY COUNCIL ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 � Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute Amendments to Promisorry Notes (Loan Notes) with C&C Development Company and Orange Housing Development Corporation for the following affordable housing developments, to increase the property management fee to 8% of gross rents, subject to non -substantive changes approved by the City Manaqer and Citv Attornev: 80A-1 Current Proposed Entity Project Address Management Management Fee Fee ROSS AND DURANT, L.P. 1411 N. DURANT 6.25% 8% ROSS AND DURANT, L.P. 1501 N. ROSS STREET 6.25% 8% 1201, 1209, 1213, 1221, 1225, 1229, AND 1233 EAST WILSHIRE, AND WILSHIRE & MINNIE, L.P. 1401, 1403, 1409, 1413, 6.50% 8% 1421, 1425, 1429, 1433, 1437 AND 1439 SOUTH MINNIE STREET TOWNSEND & RAITT, L.P. 701 SOUTH TOWNSEND 6.50% 8% 80A-1 Amendments to Promissory Notes with C&C Development Company and Orange Housing Development Corporation March 6, 2018 Page 2 TOWNSEND & RAITT, L.P. 709 S. TOWNSEND STREET 6.50% 8% TOWNSEND & RAITT, L.P. 817 SOUTH TOWNSEND 6.50% 8% TOWNSEND & RAITT, L.P. 821 SOUTH TOWNSEND 6.50% 8% TOWNSEND & RAITT, L.P. 834 SOUTH RAITT 6.50% 8% DURANT-1410, L.P. 1410-1412 DURANT STREET 6.50% 8% LACY & RAITT, L.P. 703 N. LACY STREET 7% 8% LACY & RAITT, L.P. 702 SOUTH RAITT 7% 8% GARNSEY, L.P. 326 SOUTH GARNSEY STREET 7% 8% HOUSING AUTHORITY ACTION Authorize the Executive Director of the Housing Authority of the City of Santa Ana and the Clerk of the Council to execute Amendments to Promissory Notes (Loan Notes) with C&C Development Company and Orange Housing Development Corporation for the following affordable housing developments, to increase the property management fee to 8% of gross rents, subject to non - substantive chances armroved by the Executive Director and Authority General Counsel: 80A-2 Current Proposed Entity Project Address Management Management Fee Fee ROSS AND DURANT, L.P. 1411 N. DURANT 6.25% 8% ROSS AND DURANT, L.P. 1501 N. ROSS STREET 6.25% 8% 1201, 1209, 1213, 1221, 1225, 1229, AND 1233 EAST WILSHIRE, AND WILSHIRE & MINNIE, L.P. 1401, 1403, 1409, 1413, 6.50% 8% 1421, 1425, 1429, 1433, 1437 AND 1439 SOUTH MINNIE STREET TOWNSEND & RAITT, L.P. 701 SOUTH TOWNSEND 6.50% 8% TOWNSEND & RAITT, L.P. 817 SOUTH TOWNSEND 6.50% 8% TOWNSEND & RAITT, L.P. 821 SOUTH TOWNSEND 6.50% 8% TOWNSEND & RAITT, L.P. 834 SOUTH RAITT 6.50% 8% TOWNSEND & RAITT, L.P. 709 SOUTH TOWNSEND 6.50% 8% LACY & RAITT, L.P. 703 N. LACY STREET 7% 8% LACY & RAITT, L.P. 702 SOUTH RAITT 7% 8% 80A-2 Amendments to Promissory Notes with C&C Development Company and Orange Housing Development Corporation March 6, 2018 Page 3 COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting on January 24, 2018, the Community Redevelopment and Housing Commission (CRHC) approved the recommended actions by a vote of 7:0 (Frazier absent). DISCUSSION On October 30, 2017, C&C Development Company and Orange Housing Development Corporation submitted a request to increase the property management fee to 8% of gross rents for six (6) of their affordable housing developments (Exhibit 1). The costs to provide management services have increased at each project while the gross rents have minimally increased. Specifically, the very -low rents provided by the California Department of Housing and Community Development have only increased an estimated two (2) percent since 2009. The proposed increase would raise property management fees for the six properties and decrease the amount of residual receipts payable to the City and/or Housing Authority as the Successor Housing Agency under the City's / Agency's Loan Agreements for each property. As a result, the rents for the occupants of the units will not increase. The property names and current management fees are outlined below: Property Name Current Management Fee Proposed Management Fee Ross & Durant 6.25% 8.00% Wilshire & Minnie 6.50% 8.00% Townsend & Raitt 6.50% 8.00% 1410 N. Durant 6.50% 8.00% Lacy & Raitt 7.00% 8.00% 326 S. Gamsey 7.00% 8.00% The request was submitted to Keyser Marston Associates (KMA). KMA verified that an 8% management fee is reasonable and comparable to other affordable housing projects across the State of California. Staff also reviewed the management fees for the last five affordable housing development projects that were approved by City Council/Housing Authority including the Depot at Santiago, Andalucia, the Orchard, Santa Ana Arts Collective, and First Street Apartments. All five projects have a management fee of 8% of gross rents. As a property gets older, it gets more expensive to manage due to the limited lifespan of various assets on the property and staff agrees with the developer's request to adjust their management fees to the current standard. In return for an increase in their property management fees, C&C Development Company and Orange Housing Development Corporation are proposing to hire additional staff to maintain the high level of service and maintenance at these properties. The requested increase in property management fees will not result in an increase to any tenants rents. Rent limits are based on limits set by the California Tax Credit Allocation Committee (TCAC) and/or the California Department of Housing and Community Development (HCD), depending on how the property was financed. Based on 2017 rents for the six properties the total increase between the 8% • I . Amendments to Promissory Notes with C&C Development Company and Orange Housing Development Corporation March 6, 2018 Page 4 management fee of gross rents and the current management fees would result in an annual increase of approximately $48,800 for the six properties as a whole (Exhibt 2). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT The proposed increase would raise property management fees for the six properties and decrease the amount of residual receipts payable to the City and/or Housing Authority as the Successor Housing Agency under the City's / Agency's Loan Agreements for each property. The financial impact on the amount of residual receipts fluctuates from year to year based on various factors which impact exactly how much the residual receipts would decrease for these six loans. However, it is anticipated that the HOME Investment Partnership Program, Neighborhood Stabilization Program, and Successor Housing Agency principal and interest repayment revenue accounts (no. 13018002-56900, 13018002-56901, 14218002-56900, 14218002-56901, 60718002-56900, and 60718002-56901 respectively) will be reduced starting in FY 18/19. Robert M. Zur h ied Interim Executive erector Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez 11-� Executive Director Finance and Management Services Agency Exhibits: 1. C&C Development Company and Orange Housing Development Corporation Request Letter 2. Management Fee Increase Comparison 3. City of Santa Ana Amendments to Promissory Notes with C&C Development Company and Orange Housing Development Corporation 4. Housing Authority Amendments to Promissory Notes with C&C Development Company and Orange Housing Development Corporation EXHIBIT 1 C & C Development Co., LLC Orange Housing Development Corporation October 30, 2017 City of Santa Ana Mr. Judson Brown Community Development Agency 20 Civic Center Plaza (M-26) Santa Ana, CA 92701 RE: Increase to Permitted Property Management Fees for Affordable Communities Mr. Brown: Historically, the property management fees associated with the affordable developments that we have completed in the City of Santa Ana has ranged from 6.00% to 8.00% of gross rents. The specific property management fee for each property is identified within the Operating Expense definition with the City and/or Agency Loan Note for each development. Over the past few years we have witnessed little to no year over year increase in the gross rents that are collected for each development. During this same period the cost to provide management services has increased. We have also witnessed increased frequency of audits and higher level of compliance associated with the management of properties over the past few years. We have attached a schedule outlining the year over year Increase (or decreases) in the TCAC and HCD rents for Orange County. As an example, between 2009 and 2017 HCD rents for 3 -bedroom units have increased 2.2% for a total rent increase during that period of only $24. Realizing that this was occurring, we started setting management fees at 8.00% of gross rents for projects that we're completed during the past few years. Following is a list of properties owned and managed in Santa Ana and current management fee as a percentage of gross rents. Property Management Fee Garden Court Apartments 8.00% Minnie 1, II, II 8.00% 901 E. 61s Street 8.00% Ross & Durant 6.25% Wilshire & Minnie 6.50% Townsend & Raitt 6.50% 1410 N. Durant 6.50% Lacy & Raitt 7.00% 326 S Garnsey 7.00% Terraces, BBB's 8.00% Depot @ Santiago 8.00% 940 Minnie 8.00% 815 N. Harbor 8.00% 14211 YORBA ST, STH 200, TUSTIN, CA 92780 PHONE: (114) 288-7600 • FAX: (866) 570-0728 • 11 EXHIBIT 1 C & C Development Co., LLC Orange Housing Development Corporation In order to effectively manage the properties and maintain the current level of service associated with management, maintenance, and compliance we would like to request that the property management fees for all properties be allowed to increase from their current levels to 8.00% of gross rents. This will create consistency among the properties and will provide for continued management services at the current level. Please do not hesitate to contact us with any questions. Sincerely, Eunice Bobert, CEO Orange Housing Development Corporation Attachment: 2009 — 2017 Rent Schedule Barry Cottle, Member C&C Development Co., LLC Promissory Notes for Properties with Management Fees below 8%; Ross & Durant, Wilshire & Minnie, Townsend & Raitt, 1410 N. Durant, Lacy & Raitt, 326 S Garnsey 14211 YORBA ST., STE. 200, TUMN, CA 92780 PHONE: (714) 288-7600 - FAX: (866) 570.0728 EXHIBIT 1 2009 -2017 Rent History for Orange County Historically the Utility Allowances have Increased creating a situation where the net rents charged to the tenants decreased in years where there is not increase in the published gross rents 80A-7 Increase 1.30% -3.49% 1.33% 2.25% 0.00% 0.00% 0.00% 0.92% 50% AMI TCAC Rents Very Low HCD rents 2bed Increase 3bed Increase 2bed Increase 3 bed 2009 $ 1,046 $ 1,208 $ 969 $ 1,076 2010 $ 1,046 0% $ 1,208 0% $ 981 1.24% $ 1,090 2011 $ 1,046 0% $ 1,208 0% $ 947 -3.47% $ 1,052 2012 $ 1,083 3.54% $ 1,252 3.64% $ 959 1.27% $ 1,066 2013 $ 1,083 0% $ 1,252 091 $ 981 2.29% $ 1,090 2014 $ 1,083 0% $ 1,252 0% $ 981 0.00% $ 1,090 2015 $ 1,083 0% $ 1,252 0% $ 981 0.00% $ 1,090 2016 $ 1,097 1.29% $ 1,267 1.20% $ 981 0.00% $ 1,090 2017 $ 1,173 6.93% $ 1,356 7.02% $ 990 0.92% $ 1,100 Historically the Utility Allowances have Increased creating a situation where the net rents charged to the tenants decreased in years where there is not increase in the published gross rents 80A-7 Increase 1.30% -3.49% 1.33% 2.25% 0.00% 0.00% 0.00% 0.92% coo v 0 a b Lnoi OR n^^1oamiumi'"+0 4A.i~?NN N d d cn a 00 Ln rn w E ONE cc N ti m in �q in w W, E a 'i n N 19 Of r4 -T N CO. T W. o V/ v w OI O N ' O Y a N 1nfl VF N W N i? VF O O d iR N O N O u1 O of O O d 1C 10 1C 1G 1� n 'I W V C ep % o v? WO e O. 0 0 0 0 00 y O W po Op W W W 2 m w cn a 00 Ln rn w E ONE cc N w 100 N Go N 0 rn coo O O 1D N a P 01 0o C N H N Y V/ N pl OI C6 N ' O 7 '-y n00 w „y 10 10 O1 10 N Go a0 z O O d iR N O N O u1 O of O O U- 1C 10 1C 1G 1� n Y C p) C Q C O N PUD O O O 1D CG a P 01 0o O O Y Do 10 M OI C6 N ' O 7 '-y n00 w „y 10 10 O1 10 N Go a0 z ~ w W Ln O O O N poo 10 u Ln 3 en rn M N V Y V? V? v? N N . pJ L y, C p) C Q C Mca Y m Y CG •� E F o O a1 C p, C p1 p[ m E N z 0 u 0 N c 3 o°�in .o a, 10 u � 3 3 M EXHIBIT 2 Foorlymul EXHIBIT 3 FIRST AMENDMENT TO CITWHOME LOAN NOTE THIS FIRST AMENDMENT TO C1TY/HOME LOAN NOTE is made and entered into this 6th day of March, 2018, by and between ROSS AND DURANT, L.P., a California limited partnership ("Borrower"), 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. Borrower executed a City/HOME Loan Note, dated May 10, 2006, to secure loan funding for Borrower to develop an affordable housing project on the property located at 1411 N. Durant ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Pagel of 3 80A-11 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to City/HOME Loan Note the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR RAUL GODINEZ II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City AttoWey —. RY Attorney RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency {Additional signatures on following page} Page 2 of 3 80A-12 EXHIBIT 3 "BORROWER" ROSS & DURANT, L.P., A California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation 0 EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C R&D I, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, its Member in BARRY COTTLE Trustee Page 3 of 80A-13 EXHIBIT 3 FIRST AMENDMENT TO CITY/HOME LOAN NOTE THIS FIRST AMENDMENT TO CITY/HOME LOAN NOTE is made and entered into this 6a' day of March, 2018, by and between ROSS AND DURANT, L.P., a California limited partnership (`Borrower"), 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. Borrower executed a City/HOME Loan Note, dated May 10, 2006, to secure loan funding for Borrower to develop an affordable housing project on the property located at 1501 N. Ross St. ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: 1 1. Section 2, Definitions,'shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. /!J /// 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-14 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to City/HOME Loan Note the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR RAUL GODINEZ II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City M RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on following page) Page 2 of 3 80A-15 EXHIBIT 3 "BORROWER" ROSS & DURANT, L.P., A California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation 0 EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C R&D I, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, its Member By: BARRY COTTLE Trustee Page 3 of 3 80A-16 EXHIBIT 3 FIRST AMENDMENT TO CITY LOAN NOTE THIS FIRST AMENDMENT TO CITY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between WILSHIRE & MINNIE, L.P., a California limited partnership ("Borrower"), 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. Borrower executed a City Loan Note, dated May 30, 2007 to secure loan funding for Borrower to develop an affordable housing project on the property located at 1201, 1209, 1213, 1221, 1225, 1229, AND 1233 East Wilshire, and 1401, 1403, 1409, 1413, 1421, 1425, 1429, 1433, 1437, and 1439 South Minnie Street ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: N N Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-17 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to City Loan Note the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR RAUL GODINEZ II Clerk of the Council City Manager APPROVED AS TO FORM: FY7►1 t1��T:\ tom%\/ICU] City 0 RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on following page) Page 2 of 3 80A-18 EXHIBIT 3 WILSHIRE & MINNIE, L.P., a California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation By: EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C R&D I, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, Member 0 BARRY COTTLE Trustee By: TODD R. COTTLE Member Page 3 of 3 80A-19 EXHIBIT 3 FIRST AMENDMENT TO CITY LOAN NOTE THIS FIRST AMENDMENT TO CITY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between TOWNSEND & RAITT, L.P., a California limited partnership ("Borrower"), 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. Borrower executed a City Loan Note, dated February 14, 2008 to secure loan funding for Borrower to develop an affordable housing project on the property located at 701 S. Townsend Street ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: /I/ Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Pagel of 3 80A-20 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to City Loan Note the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR PAUL GODINEZ II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO Cit} 0 RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency {Additional signateo-es on following page} Page 2 of 3 80A-21 EXHIBIT 3 "BORROWER" TOWNSEND & RAITT, L.P., a California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation By: EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C T&R, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, Member 0 BARRY COTTLE Trustee Page 3 of 3 80A-22 EXHIBIT 3 FIRST AMENDMENT TO CITY LOAN NOTE THIS FIRST AMENDMENT TO CITY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between TOWNSEND & RAITT, L.P., a California limited partnership (`Borrower"), 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. Borrower executed a City Loan Note, dated February 14, 2008 to secure loan funding for Borrower to develop an affordable housing project on the property located at 709 S. Townsend Street ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: /// /// 1. Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-23 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to City Loan Note the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City AttRQy n 0 Attorney RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency PAUL GODINEZ II City Manager {Additional signatures on following page} Page 2 of 3 80A-24 EXHIBIT 3 "BORROWER" TOWNSEND & RAITT, L.P., a California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C T&R, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, Member 3-1 BARRY COTTLE Trustee Page 3 of 3 80A-25 EXHIBIT 3 FIRST AMENDMENT TO CITY LOAN NOTE THIS FIRST AMENDMENT TO CITY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between TOWNSEND & RATTT, L.P., a California limited partnership ("Borrower"), 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. Borrower executed a City Loan Note, dated May 15, 2008 to secure loan funding for Borrower to develop an affordable housing project on the property located at 817 S. Townsend Street ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: !/! Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-26 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to City Loan Note the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR RAUL GODINEZ II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on following page) Page 2 of 3 80A-27 EXHIBIT 3 "BORROWER" TOWNSEND & RAITT, L.P., a California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C T&R, LLC, a California limited liability company By; Cottle Family Trust Dated 3/8/87, Member 0 BARRY COTTLE Trustee Page 3 of 3 80A-28 EXHIBIT 3 FIRST AMENDMENT TO CITY LOAN NOTE THIS FIRST AMENDMENT TO CITY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between TOWNSEND & RAM, L.P., a California limited partnership (`Borrower"), 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. Borrower executed a City Loan Note, dated May 15, 2008 to secure loan funding for Borrower to develop an affordable housing project on the property located at 821 S. Townsend Street ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-29 *:1:11:1k1V. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to City Loan Note the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Atto y By: (v 4RYO.E torney RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency RAUL GODINEZ II City Manager (Additional signatures on following page) Page 2 of 3 80A-30 EXHIBIT 3 "BORROWER" TOWNSEND & RAITT, L.P., a California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation M EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C T&R, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, Member LN BARRY COTTLE Trustee Page 3 of 3 80A-31 EXHIBIT 3 FIRST AMENDMENT TO CITY LOAN NOTE THIS FIRST AMENDMENT TO CITY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between TOWNSEND & RAITT, L.P., a California limited partnership (`Borrower"), 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. Borrower executed a City Loan Note, dated May 15, 2008 to secure loan funding for Borrower to develop an affordable housing project on the property located at 834 S. Raitt Street ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-32 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to City Loan Note the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR RAUL GODINEZ II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO Cit) am RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on following page) Page 2 of 3 80A-33 x:1:11-3Y�1 "BORROWER" TOWNSEND & RAITT, L.P., a California limited partnership 1604Ta lilT �[Klf Ql�l',7;\ i)r7\ a V6►i�7 ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation I� EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C T&R, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, Member 0 BARRY COTTLE Trustee Page 3 of 3 80A-34 EXHIBIT 3 FIRST AMENDMENT TO CITY PROMISSORY NOTE THIS FIRST AMENDMENT TO CITY PROMISSORY NOTE is made and entered into this 6th day of March, 2018, by and between DURANT - 1410, LP, a limited partnership comprised of OHDC Properties 1, LLC ("OHDC"), a Limited Liability Company, and C&C Properties Group I, LLC, a California limited liability company ("Borrower"), 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. Borrower executed a City Promissory Note, dated September 28, 2009 to secure loan funding for Borrower to develop an affordable housing project on the property located at 1410-1412 Durant Street ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: 1. Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-35 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to City Promissory Note the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR RAUL GODINEZ II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Atto.Foy RY Attorney RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on following page) Page 2 of 3 80A-36 EXHIBIT 3 "BORROWER" DURANT -1410, L.P., a California limited partnership OHDC Properties I, LLC, A California limited liability company, ITS MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION A California nonprofit public benefit corporation, its sole member in EUNICE BOBERT Chief Executive Officer C&C Properties Group I, LLC A California limited liability company ITS MANAGING GENERAL PARTNER LN TODD R. COTTLE Member By: Cottle Family Trust Dated 3/8/87, Its Member LE BARRY COTTLE Trustee Page 3 of 3 80A-37 1*11:11-3W FIRST AMENDMENT TO CITY HOME LOAN NOTE THIS FIRST AMENDMENT TO CITY HOME LOAN NOTE is made and entered into this 61" day of March, 2018, by and between LACY & RAITT, L.P., a California limited partnership ("Borrower"), and the City of Santa Ana, a charter city and mtwicipal corporation, organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. Borrower executed a City HOME Loan Note, dated June 1, 2009, to secure loan funding for Borrower to develop an affordable housing project on the property located at 703 N. Lacy Street ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: /// Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-38 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to City HOME Loan Note the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR RAUL GODINEZ II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City go RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatiffes on following page) Page 2 of 3 80A-39 EXHIBIT 3 "BORROWER" LACY & RAITT, L.P., a California limited partnership MANAGING GENERAL PARTNER OHDC L&R, LLC a California limited liability company ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit public benefit corporation 0 EUNICE BOBERT Chief Executive Officer DEVELOPER GENERAL PARTNER C&C T&R, LLC, a California limited liability company By: TODD R, COTTLE Its Member By: Cottle Family Trust Dated 3/8/87, Its Member 0 BARRY A. COTTLE Its Trustee Page 3 of 3 80A-40 EXHIBIT 3 FIRST AMENDMENT TO CITY HOME LOAN NOTE THIS FIRST AMENDMENT TO CITY HOME LOAN NOTE is made and entered into this 6th day of March, 2018, by and between LACY & RAITT, L.P., a California limited partnership ('Borrower'), 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. Borrower executed a City HOME Loan Note, dated June 1, 2009, to secure loan funding for Borrower to develop an affordable housing project on the property located at 702 S. Raitt Street ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: N /// Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect, Page 1 of 3 80A-41 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to City HOME Loan Note the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR RAUL GODINEZ II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO city C5 RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additionalsignatures on following page) Page 2 of 3 80A-42 EXHIBIT 3 f°BORROWER" LACY & RAITT, L.P., a California limited partnership MANAGING GENERAL PARTNER OHDC L&R, LLC a California limited liability company ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit public benefit corporation 0 EUNICE BOBERT Chief Executive Officer DEVELOPER GENERAL PARTNER C&C T&R, LLC, a California limited liability company 0 TODD R. COTTLE Its Member By: Cottle Family Trust Dated 3/8/87, Its Member By: BARRY A. COTTLE Its Trustee Page 3 of 3 80A-43 EXHIBIT 3 FIRST AMENDMENT TO CITY PROMISSORY NOTE THIS FIRST AMENDMENT TO CITY PROMISSORY NOTE is made and entered into this 6th day of March, 2018, by and between Garnsey, LP, a limited partnership comprised of OHDC Properties I, LLC ("OHDC"), a Limited Liability Company, and C&C Properties Group I, LLC, a Limited Liability Company ("Borrower"), 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. Borrower executed a City Promissory Note, dated April 7, 2011, to secure loan funding for Borrower to develop an affordable housing project on the property located at 326 South Gamsey Street ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: 101 1. Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 80A-44 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to City Promissory Note the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR RAUL GODINEZ II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City 0 RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on following page) Page 2 of 3 80A-45 EXHIBIT 3 "BORROWER" GARNSEY, L.P., a California Limited partnership MANAGING GENERAL PARTNER OHDC Properties I, LLC a California limited partnership ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit corporation, its sole member M EUNICE BOBERT Chief Executive Officer DEVELOPER GENERAL PARTNER C&C Properties Group I, LLC a California limited liability company M TODD R. COTTLE Member By: Cottle Family Trust Dated 3/8/87 0 BARRY COTTLE Trustee Page 3 of 3 80A-46 WIC Mbir-! FIRST AMENDMENT TO AGENCY LOAN NOTE THIS FIRST AMENDMENT TO AGENCY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between ROSS AND DURANT, L.P., a California limited partnership ("Borrower"), and the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic ("Agency"). RECITALS A. Borrower executed an Agency Loan Note, dated May 10, 2006, to secure loan funding for Borrower to develop an affordable housing project on the property located at 1411 N. Durant ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: !// 1. Section 2, Definition, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Pagel of 3 80A-47 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agency Loan Note the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attqmey By: c/I RY I O. DGE Assi t nt Ci y Attorney RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Raul Godinez II City Manager (Additional signatures on following page) Page 2 of 3 80A-48 EXHIBIT 4 "BORROWER" ROSS & DURANT, L.P., A California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation 0 EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C R&D I, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, its Member 0 BARRY COTTLE Trustee Page 3 of 3 80A-49 EXHIBIT 4 FIRST ADI+ NDMENT TO AGENCY LOAN NOTE THIS FIRST AMENDMENT TO AGENCY LOAN NOTE is made and entered into this 6a' day of March, 2018, by and between ROSS AND DURANT, L.P., a California limited partnership ("Borrower"), and the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic ("Agency"). RECITALS A. Borrower executed an Agency Loan Note, dated May 10, 2006, to secure loan funding for Borrower to develop an affordable housing project on the property located at 1501 N. Ross Street ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: Section 2, Definitions, shall be amended to revise thb definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-50 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agency Loan Note the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City 0 RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Raul Godinez II City Manager (Additional signatures on following page) Page 2 of 3 80A-51 EXHIBIT 4 "BORROWER" ROSS & DURANT, L.P., A California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation 0 EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C R&D I, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8787, its Member In BARRY COTTLE Trustee Page 3 of 3 80A-52 EXHIBIT 4 FIRST AMENDMENT TO AGENCY LOAN NOTE THIS FIRST AMENDMENT TO AGENCY LOAN NOTE is made and entered into this 6`s day of March, 2018, by and between WILSHIRE & MINNIE, L.P., a California limited partnership ("Borrower"), and the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic ("Agency"). RECITALS A. Borrower executed an Agency Loan Note, dated May 30, 2007, to secure loan funding for Borrower to develop an affordable housing project on the property located at 1201, 1209, 1213, 1221, 1225, 1229, AND 1233 East Wilshire, and 1401, 1403, 1409, 1413, 1421, 1425, 1429, 1433, 1437, and 1439 South Minnie Street ("said Note'). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-53 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agency Loan Note the date and year first above written. ATTEST: HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Maria D. Huizar Raul Godinez II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on following page) Page 2 of 3 80A-54 EXHIBIT 4 "BORROWER" WILSHIRE & MINNIE, L.P., a California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation Un EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C R&D I, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, Member 0 0 BARRY COTTLE Trustee TODD R. COTTLE Member Page 3 of 3 80A-55 EXHIBIT 4 FIRST AiyIENDMENT TO AGENCY LOAN NOTE THIS FIRST AMENDMENT TO AGENCY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between TOWNSEND & RAITT, L.P., a California limited partnership ("Borrower"), and the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic (Agency). RECITALS A. Borrower executed an Agency Loan Note, dated February 14, 2008, to secure loan funding for Borrower to develop an affordable housing project on the property located at 701 South Townsend ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: 1. Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-56 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agency Loan Note the date and year first above written. ATTEST: HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Maria D. Huizar Raul Godinez II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City 0 RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on following page) Page 2 of 3 80A-57 EXHIBIT 4 "BORROWER" TOWNSEND & RAITT, L.P., a California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C T&R, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, Member BARRY COTTLE Trustee Page 3 of 3 80A-58 EXHIBIT 4 FIRST AMENDMENT TO AGENCY LOAN NOTE THIS FIRST AMENDMENT TO AGENCY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between TOWNSEND & RAITT, L.P., a California limited partnership (`Borrower"), and the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic ("Agency"). RECTPALS A. Borrower executed an Agency Loan Note, dated May 15, 2008, to secure loan funding for Borrower to develop an affordable housing project on the property located at 817 South Townsend ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: /I/ Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-59 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agency Loan Note the date and year first above written. ATTEST: HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Maria D. Huizar Raul Godinez II Clerk of the Council City Manager SONIA R. CARVALHO City M RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on following page) Page 2 of 3 80A-60 EXHIBIT 4 "BORROWER" TOWNSEND & RA1TT, L.P., a California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation LE EUNICE BOBERT Chief Executive Officer Ce3=a1►1w 7.VW' 3WNIW C&C T&R, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, Member BARRY COTTLE Trustee Page 3 of 3 80A-61 EXHIBIT 4 FIRST AMENDMENT TO AGENCY LOAN NOTE THIS FIRST AMENDMENT TO AGENCY LOAN NOTE is made and entered into this 6t" day of March, 2018, by and between TOWNSEND & RAITT, L.P., a California limited partnership ("Borrower"), and the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic ("Agency"). RECITALS A. Borrower executed an Agency Loan Note, dated May 15, 2008, to secure loan funding for Borrower to develop an affordable housing project on the property located at 821 South Townsend ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" defmition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: 1. Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-62 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agency Loan Note the date and year first above written. ATTEST: HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Maria D. Huizar Raul Godinez II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attoym3 Fka Attorney RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on following page) Page 2 of 3 80A-63 EXHIBIT 4 "BORROWER" TOWNSEND & RAITT, L.P., a California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation LN EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C T&R, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, Member 0 BARRY COTTLE Trustee Page 3 of 3 80A-64 EXHIBIT 4 FIRST AMENDMENT TO AGENCY LOAN NOTE THIS FIRST AMENDMENT TO AGENCY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between TOWNSEND & RAITT, L.P., a California limited partnership ("Borrower"), and the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic ("Agency's. RECITALS A. Borrower executed an Agency Loan Note, dated May 15, 2008, to secure loan funding for Borrower to develop an affordable housing project on the property located at 834 South Raitt ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: 1. Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 80A-65 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agency Loan Note the date and year first above written. ATTEST: HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Maria D. Huizar Raul Godinez II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attoyugy RY. Attorney RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on followingpage) Page 2 of 3 80A-66 EXHIBIT 4 "BORROWER" TOWNSEND & RAITT, L.P., a California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C T&R, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, Member M BARRY COTTLE Trustee Page of 80A-67 EXHIBIT 4 FIRST AMENDMENT TO AGENCY LOAN NOTE THIS FIRST AMENDMENT TO AGENCY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between TOWNSEND & RAITI', L.P., a California limited partnership ("Borrower"), and the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic ("Agency"). RECITALS A. Borrower executed an Agency Loan Note, dated February 14, 2008, to secure loan funding for Borrower to develop an affordable housing project on the property located at 709 South Townsend ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. /// %/I Q Page 1 of 3 80A-68 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agency Loan Note the date and year first above written. ATTEST: HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attgrupy n M RY Attorney RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency Raul Godinez II City Manager (Additional signatures on following page) Page 2 of 3 80A-69 EXHIBIT 4 °BORROWER" TOWNSEND & RAITT, L.P., a California limited partnership MANAGING GENERAL PARTNER ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit, public benefit corporation M EUNICE BOBERT Chief Executive Officer GENERAL PARTNER C&C T&R, LLC, a California limited liability company By: Cottle Family Trust Dated 3/8/87, Member 0 BARRY COTTLE Trustee Page 3 of 3 80A-70 EXHIBIT 4 FIRST AMENDMENT TO AGENCY LOAN NOTE THIS FIRST AMENDMENT TO AGENCY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between LACY & RAITT, L.P., a California limited partnership (`Borrower"), and the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic ("Agency"). RECITALS A. Borrower executed an Agency Loan Note, dated June 1, 2009, to secure loan funding for Borrower to develop an affordable housing project on the property located at 703 N. Lacy Street ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: /// 1. Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-71 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agency Loan Note the date and year first above written. ATTEST: HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Maria D. Huizar Raul Godinez II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City 0 RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on following page) Page 2 of 3 80A-72 EXHIBIT 4 "BORROWER" LACY & RAT1T, L.P., a California limited partnership MANAGING GENERAL PARTNER OHDC L&R, LLC a California limited liability company ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit public benefit corporation M EUNICE BOBERT Chief executive Officer DEVELOPER GENERAL PARTNER C&&C'T&R, LLC, a California limited liability company Lo TODD R. COTTLE Its Member By: Cottle Family Trust Dated 3/8/87, Its Member 0 BARRY A. COTTLE Its Trustee Page 3 of 3 80A-73 EXHIBIT 4 FIRST AMENDMENT TO AGENCY LOAN NOTE THIS FIRST AMENDMENT TO AGENCY LOAN NOTE is made and entered into this 6th day of March, 2018, by and between LACY & RAITT, L.P., a California limited partnership ("Borrower"), and the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic ("Agency"). RECITALS A. Borrower executed an Agency Loan Note, dated June 1, 2009, to secure loan funding for Borrower to develop an affordable housing project on the property located at 702 South Raitt ("said Note"). B. In accordance with the terms and conditions of said Note, the parties desire to amend the "Operating Expenses" definition to increase the allowed property management fee to 8% of gross rents under said Note. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Note, except as herein modified, the parties agree as follows: !// Section 2, Definitions, shall be amended to revise the definition of "Operating Expenses" to increase the property management fee equal to 8% of gross rents for the subject affordable housing project. 2. Except as hereinabove modified, all terms and conditions of said Note shall remain in full force and effect. Page 1 of 3 80A-74 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agency Loan Note the date and year first above written. ATTEST: HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY Maria D. Huizar Raul Godinez II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attgrgey n M M, Attorney RECOMMENDED FOR APPROVAL: ROBERT M. ZUR SCHMIEDE Interim Executive Director Community Development Agency (Additional signatures on following page) Page 2 of 3 80A-75 EXHIBIT 4 "BORROWER" LACY & RAITT, L.P., a California limited partnership MANAGING GENERAL PARTNER OHDC L&R, LLC a California limited liability company ORANGE HOUSING DEVELOPMENT CORPORATION a California nonprofit public benefit corporation EUNICE BOBERT Chief Executive Officer DEVELOPER GENERAL PARTNER C&C T&R,'LLC, a California limited liability company L-fi TODD R. COTTLE Its Member By; Cottle Family Trust Dated 3/8/87, Its Member M BARRY A. COTTLE Its Trustee Page 3 of 3 80A-76