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HomeMy WebLinkAbout FULL PACKET_2018-04-3MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA MARCH 20, 2018 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:11 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor (5:34 p.m.) MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES VICENTE SARMIENTO (5:13 p.m.) JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS COUNCILMEMBERS Absent: NONE STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council AGENDA ITEM ADDED Pursuant to Government Code Section 54954.2 (b), there was a need to take immediate action on an item and the need for action came to the attention of the local agency subsequent to the posting of the agenda; City Attorney Carvalho requested that the following item be added to the Agenda: CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: Orange County Catholic Worker, et al. v. Orange County, City of Santa Ana, et al.; United States District Court, Central District Case No. 8:18-cv-00155-DOC-JDE. MOTION: Add item to Agenda for consideration. CITY COUNCIL MINUTES 10A-1 MARCH 20, 2018 MOTION: Benavides SECOND: Solodo VOTE: AYES: Benavides, Martinez, Solodo, Tinajero, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento, Pulido (2) PUBLIC COMMENTS - NONE CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION pursuant to paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: City of Santa Ana v. California Lodge, et al.., Orange County Superior Court Case No. 30-2017-00938097-CU-JR-CJC City of Santa Ana v. Jeronimo Chavez et al., Orange County Superior Court Case No. 30-2016-00863360-CU-EI-CXC City of Santa Ana v Miguel A Pulido Mayor of the City of Santa Ana, Orange County Superior Court Case No. 30-2018-00979430-CU-WM-CJC 2. LIABILITY CLAIMS pursuant to section 54956.95 of the Government Code: Mario Corona v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ9738564; ADJ9369116 3. CONFERENCE WITH LEGAL COUNSEL THREAT OR ANTICIPATED/POTENTIAL LITIGATION pursuant to Government Code Section 54956.9(b): One case 4. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: CITY COUNCIL MINUTES 2 MARCH 20, 2018 10A-2 Address of Property: 300 E. Fifth Street, Santa Ana, CA; APNs 398- 327-01, 06, 07, 08, 09; 5,202 sq. ft. net (0.12 acres) Negotiators: City Manager Raul Godinez II Negotiating with: Nancy Fainbarg Chase, Steven Fainbarg, Chase Family Trust and East End Realty Partners L.P. Terms: Potential Price and Terms 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 6:27 P.M. CITY COUNCIL MINUTES 3 MARCH 20, 2018 10A-3 REGULAR OPEN MEETING CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE INVOCATION CEREMONIAL PRESENTATIONS COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:29 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES VICENTE SARMIENTO JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS COUNCILMEMBERS Absent: NONE STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PULIDO DAVID MITCHELL, POLICE CHAPLAIN • PROCLAMATION presented by MAYOR PRO TEM MARTINEZ naming March 20th as Hassan Haghani Day. • CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SARMIENTO and COUNCILMEMBER VILLEGAS to Project Summer Employment in Law Firms (SELF) of Project Youth]Orange County Bar Foundation in recognition of their contributions to the community. • CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SOLORIO to the Honorable Jerry Patterson, former Mayor of the City of Santa Ana, in recognition of his contributions to the community. • CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SOLORIO to Annel Delgado Ayala for contributions to the community. CITY COUNCIL MINUTES 4 MARCH 20, 2018 1OA-4 'Mayor Pulido left the meeting at 7:18 p.m. and did not return. CLOSED SESSION REPORT -The CityAttomey will report items to be added to Consent Calendar Item 19A from the Closed Session meeting. PUBLIC COMMENTS • Dale Helving, representing Santa Ana preservation alliance, spoke in opposition to 2525 N. Main Street; have over 1300 residents that are opposed; • Rayshaun Gadson, proposed phase 1 proposal to stimulate cannabis business and meet with officials to further discuss. • Ilya Tsegllin, spoke about issues with Regional Center of OC; opined that City is able to assist their family with son's situation. • Robert Tseglin, echoed comments by father Ilya. • Juan Gonzalez, introduced self as new Public Affairs Manager for Southern California Gas Company; also encouraged residents to call for gas leaks or smells. • Ilya Tseglin, spoke on Agenda Item 25B, expressed support for approving proposed agreement to include legal assistance to citizens that cannot afford to be represented, families being misrepresented by Public Defender, and City of Santa Ana ability to send an unbiased police officer to check on his son. • Robert Tsegllin, echoed comments by his father. CONSENT CALENDAR ITEMS MOTION. Approve staff recommendations on the following Consent Calendar Items 10A through 25F, with the following modifications: • Councilmember Sarmiento pulled Agenda Item 25C for separate discussion; • Councilmember Benavides pulled Agenda Item 25E for separate discussion; and • Mayor Pro Tem Martinez dissented on Agenda Item 10B, 10C, and 25D and pulled Agenda Items 22A for separate action. MOTION: Tinajero SECOND: Sarmiento VOTE: AYES: Benavides, Martinez, Sarmiento, Solorio, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido, Villegas (2) CITY COUNCIL MINUTES 5 MARCH 20, 2018 10A-5 MINUTES 10A. MINUTES FROM THE SPECIAL MEETING OF MARCH 1, 2018 {STRATEGIC PLAN NO. 5, 1} — Clerk of the Council Office MOTION: Approve Minutes. 10B. MINUTES FROM THE REGULAR MEETING OF MARCH 6, 2018 {STRATEGIC PLAN NO. 5, 11 — Clerk of the Council Office MOTION: Approve Minutes. *Mayor Pro Tem Martinez dissented on Agenda Item 10B. 10C. MINUTES FROM THE SPECIAL MEETING OF MARCH 9, 2018 {STRATEGIC PLAN NO. 5, 1} — Clerk of the Council Office MOTION: Approve Minutes. *Mayor Pro Tem Martinez dissented on Agenda Item 10C. 1OD. MINUTES FROM THE SPECIAL MEETING OF MARCH 12, 2018 {STRATEGIC PLAN NO. 5, 11 — Clerk of the Council Office MOTION: Approve Minutes. ORDINANCES/SECOND READING 11A. ADOPT 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, THE HAMPTON INN, FROM PROFESSIONAL (P) TO COMMUNITY COMMERCIAL - MUSEUM DISTRICT (C1-MD{STRATEGIC PLAN NO. 5, 1} - Clerk of the Council Office Placed on first reading at the February 20, 2018 City Council meeting and approved by a vote of 6-0 (Tinajero absent) Published in the Orange County Reporter on March 9, 2018. MOTION: Place ordinance on second reading and adopt. CITY COUNCIL MINUTES 6 MARCH 20, 2018 10A-6 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) BOARDS / COMMISSIONS / COMMITTEES 13A. COUNCIL COMMITTEES—AGENDA AND MINUTES {STRATEGIC PLAN NO. 5, 1} - Clerk of the Council Office MOTION: Receive and file. NAME MEETING DATE Economic Development Infrastructure, Budget and 3/12/2018 Technology Committee Public Safety, Code Enforcement and Neighborhood 3/13/2018 Empowerment Committee MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION: Approve as follows: CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION pursuant to paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: City of Santa Ana v. Jeronimo Chavez et al., Orange County Superior Court Case No. 30-2016-00863360-CU-EI-CXC; Settlement in the amount of $56,000 by a vote of 6-0 (Pulido absent). LIABILITY CLAIMS pursuant to section 54956.95 of the Government Code: Mario Corona v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ9738564; ADJ9369116; Settlement in the amount of $71,164 approved by a vote of 6-0 (Pulido absent). CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION pursuant to paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: City of Santa Ana v. California Lodge, et al.., Orange County Superior Court Case No. 30-2017-00938097-CU-JR-CJC; CITY COUNCIL MINUTES 10A-7 MARCH 20, 2018 Settlement in the City's favor of a value of over $200,00 approved by a vote of 6-0 (Pulido absent). 19B. EXCUSED ABSENCES — NONE 19C. GENERAL PLAN HOUSING ELEMENT ANNUAL PROGRESS REPORT {STRATEGIC PLAN NO. 5, 3B} — Planning and Building Agency MOTION: Authorize submittal of the General Plan Housing Element Annual Progress Report to the State of California Housing and Community Development. 19D. STRATEGIC PLAN MONTHLY REPORT FOR FEBRUARY 2018 {STRATEGIC PLAN NO. 5, 11 - City Manager's Office The Strategic Plan Monthly Reports are available on the City's website at: hftp://www.santa-ana.org/strategic-planning/. MOTION: Receive and file. 19E. 2017 WATER MASTER PLAN {STRATEGIC PLAN NO. 6, 1A) - Public Works Agency The 2017 Water Master Plan is available on the City's website at http://www ci.santa-ana.ca.us/pwa/documents/2017WaterMasterP[an.pdf MOTION: Receive and file the 2017 City of Santa Ana Water Master Plan. BUDGETARY MATTERS SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 18-019 AWARD A PURCHASE UKUtK [-UK 2 RADIOS {STRATEGIC PLAN N0.1, 5}f - MOTION: Authorize a one-time purchase and payment of purchase order to Motorola Solutions, Inc. for 27 Motorola 800 MHz radios in the amount of $143,275, subject to non -substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 8 MARCH 20, 2018 10A-8 MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: AGREEMENTS SECOND: Benavides Benavides, Martinez, Sarmiento, Solorio, Tinajero (5) None (0) None (0) ABSENT: Pulido, Villegas (2) 25A. AGREEMENT FOR PARKING LEASE AT 308 NORTH MAIN STREET {STRATEGIC PLAN NO. 3, 4B} — Finance and Management Services MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Apostolic Assembly of the Faith in Christ Jesus, Inc. for the period of April 1, 2018 through March 31, 2019, at a monthly rate of $1,053 in a total amount not to exceed $12,636, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-070. 25B. AMEND AGREEMENT FOR SPECIAL LEGAL COUNSEL SERVICES WITH JONES & MAYER, ATTORNEYS AT LAW TO SUPPORT CODE ENFORCEMENT EFFORTS {STRATEGIC PLAN NO. 3, 3; 5, 4E} — Planning and Building Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Jones & Mayer, Attorney at Law, for legal services in the area receivership based on nuisance conditions resulting from operating illegal marijuana dispensaries and from health and safety violations of the City's Municipal Code matters for an additional amount of $90,000 not to exceed a total contracted amount of $290,000, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-071). ORANGE COUNTY SCHOOL OF PI AAI AI(T " I 1(: 1 ni — Pnlina Kann CITY COUNCIL MINUTES 9 MARCH 20, 2018 10A-9 Councilmember Sarmiento expressed concerned that an officer will be removed from patrolling the City; and requested clarification on City versus Charter School jurisdiction. City Manager Godinez, conveyed that OSCA is aware that School Resource Officer might be pulled from site to address off-site matters for immediate needs and vice versa. Police Chief Valentin, provided past history of contract with Santa Ana Unified School Police Department and OSCA; assured council that it's an additional position that will be recruited for and that officer will be available to assist in matters off-site of OSCA. MOTION: Authorize the City Manager and the Clerk of the Council to execute the attached agreement with the Orange County School of the Arts (OCSA), which provides for the Santa Ana Police Department to staff one full time School Resource Officer to the academic institution, for a term not to exceed three -years beginning April 1, 2018 through March 31, 2021, for a total amount not to exceed $860,863.49, which includes an annual $50,000 contingency as part of the total amount, subject to non -substantive changes and approval by the City Manager and City Attorney. (AGMT. No. 2018-072). MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Villegas Benavides, Martinez, Sarmiento, Solorio, Tinajero, Villegas (6) None (0) None (0) Pulido (1) 25D. APPROVE PURCHASE AGREEMENTS FOR REAL PROPERTY ACQUISITION FOR WARNER AVENUE IMPROVEMENTS PHASE 1 (PROJECT NO. 14-6802) (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 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: CITY COUNCIL MINUTES 10 MARCH 20, 2018 1OA-10 No. Property Property commonly Acquisition Amount Agmt No. Owner known as / location Type 1. Heung Soo 209 E. Warner Ave. Full $510,000 2018-073 Hong (APN 403-142-14) 2. Delia 2246 S. Orange Full $442,000 2018-074 Castillo Ave. (APN 403-142- 3. Jorge and 2245 S. Orange Full $458,000 2018-075 Alicia Ave. (APN 403 -143 - Castro; 12) Ariel Castro; and Miguel A. Castro 4. Lorena 2246 S. Maple St. Full $445,000 2018-076 Basurto (APN 403-143-15) and Margarita Martinez '`Mayor Pro Tem Martinez dissented on Agenda Item 25D. ENVIRONMENTAL ASSESSMENT, RECREATIONAL VALI ASSESSMENT AND 'NATIONAL PARK SERVICE DOCUMENTS FOR LAND EXCHANGE; RELATED TO CENTENNIAL PARK (STRATEG Councilmember Benavides, requested staff to explain additional requests by National Park Services, need to raise concerns at the time of negotiation, and to provide City Council with reimbursement and maintenance costs; opined all options have yet to be exhausted and expressed concern of dedicating land to school and opposition to item. Councilmember Sarmiento, expressed concern process has taken so long, lack of updates provided to City Council, and continued delays; request staff to provide ongoing updates, to contact National Park Service to request matter be expedited, and to direct consultant to expedite process; vast majority of community does not have a problem with project. Councilmember Solorio, asked if land deed would be a land exchange, deed, full ownership, or use. MOTION. Authorize the City Manager and Clerk of the Council to execute an agreement with Placeworks in an amount not -to -exceed $134,126, which includes a contingency of $14,022, for a term from March 21, 2018 through December 31, 2018 to provide an CITY COUNCIL MINUTES 11 10A-11 MARCH 20, 2018 environmental assessment, recreational value assessment and additional documents required by the National Park Service for review of a land exchange between the Rancho Santiago Community College site and various park sites, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018- 077). MOTION: Solorio SECOND: Villegas VOTE: AYES: Martinez, Sarmiento, Solorio, Tinajero, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Benavides, Pulido (2) 25F. APPROVE AGREEMENT FOR CITY ENGINEER STAFF SERVICES (STRATEGIC PLAN NO. 6, 1 G} — Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Interwest Consulting Group to provide City Engineer staffing services beginning March 21, 2018, and expiring on September 28, 2018, with an option to extend the agreement for up to six months on a month-to-month basis, in the total amount not to exceed $101,400, which is based on $15,600 per month at a billing rate of $150 per hour, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-078). **END OF CONSENT CALENDAR** BUSINESS CALENDAR REPORTS 65A. DESIGNATE A VOTING DELEGATE AND ALTERNATE FOR THE SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS (SCAG) REGIONAL CONFERENCE AND GENERAL ASSEMBLY MEETING (STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office CITY COUNCIL MINUTES 12 MARCH 20, 2018 10A-12 MOTION. Designate Mayor Pro Tem Michele Martinez as a voting delegate for the SCAG's Regional Conference and General Assembly scheduled for May 3 and 4, 2018. MOTION: Sarmiento SECOND: Benavides VOTE: AYES: Benavides, Martinez, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) 65B. AUTHORIZE THE CITY MANAGER AND CITY ATTORNEY TO ENTER INTO AGREEMENTS RELATED TO REVENUE GENERATION IN AN AMOUNT NOT TO EXCEED $100,000, THROUGH DECEMBER 31, 2018 (STRATEGIC PLAN NOS. 1 THROUGH 7) — City Manager's Office Councilmember Benavides, need to find revenue generating tools, to look beyond ballot measure; in a position where economic development beyond looking at a ballot measure should be a top priority; be aggressively proactive to find alternative means to generate revenue for the City. Mayor Pro Tem Martinez, asked if this item is specifically to study various options to go to the ballot. MOTION: Authorize the City Manager and City Attorney to enter into agreements related to revenue generation in an amount not to exceed $100,000, through December 31, 2018. MOTION: Soloriio SECOND: Sarmiento VOTE: AYES: Benavides, Martinez, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) Sarmiento, Solorio, CITY COUNCIL MINUTES 13 MARCH 20, 2018 10A-13 PUBLIC HEARINGS 75A. ADOPT ZONING ORDINANCE AMENDMENT NO. 2017-04 TO AMEND PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO ACCESSORY DWELLING UNITS (GRANNY FLATS) {STRATEGIC PLAN NO. 5, 31 - Planning and Building Agency Planning Commission approved recommended action on October 23, 2017 by a vote of 5-0 (Nguyen and Mendoza absent). Legal Notice published in the Orange County Reporter on March 9, 2018. Mayor Pro Tem Martinez opened the Hearing. The following spoke on the matter: • Mike Tardif, expressed support for ordinance; will comply with the requirements of the State and will allow for additional needed additional housing for the residents. The Hearing closed. Planning and Building agency staff provided minor amendments to the ordinance for consideration. MOTION: Place amended ordinance on first reading and authorize publication of title. ORDINANCE NO. NS -2940 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO SECOND DWELLING UNITS MOTION: Solorio SECOND: Villegas VOTE: AYES: Benavides, Martinez, Sarmiento, Solorio, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido, Tinajero (2) CITY COUNCIL MINUTES 14 MARCH 20, 2018 1 OA -14 *Councilmember Sarmiento noted for the record that he had received a clearance letter from the Fair Political Practices Commission (FPPC) and is able to participate in cannabis related matters from this point forward, but because he had not been privy to information on this matter would be abstaining. 75B. ADOPT URGENCY ORDINANCE ALLOWING COMMERCIAL CANNABIS TESTING LABORATORIES AND ORDINANCE AMENDMENT NO. 2018- 01 TO AMEND CERTAIN SECTIONS OF CHAPTERS 40 AND 18 OF THE SANTA ANA MUNICIPAL CODE (COMMERCIAL CANNABIS) TO ALLOW COMMERCIAL 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 {STRATEGIC PLAN NOS. 3, 2; 3, 3; 3, 5; 4, 3) - Planning and Building Agency Legal Notice published in the Orange County Reporter on March 9, 2018 and March 16, 2018. Mayor Pro Tem Martinez opened the Hearing. The following spoke on the matter: • Alex Mohammed, expressed concern as to pesticides left in the product, testing facility entry requirements are not high enough, and current testing facilities may not have the required licensing; encouraged adoption. • Scot Candell, opined lab tax rates are lower in other cities, lower taxes attract lab facilities, and high upstart costs for lab facilities would make it more difficult to open a facility. • Jason Gallegos, noted that there is no manufacturing or cultivation in the City and asked what would the lab facilities be testing; extended offer to communicate with local business owners to address concerns. • Taft with 420 Central, opined Measure BB was successful because it went through a vetting process and lottery, asked what is the urgency in bringing this matter forward, • Claudio Gallegos, representing the office of Congressman Lou Correa, expressed support for responsible business development of the cannabis industry, and opportunity for the City a to be a leader on this issue and bring revenue and jobs. The Hearing closed. Staff provided staff report. Include PowerPoint presentation Councilmember Solorio, asked if there will be a way to ensure quality testing or will it be market driven. Requested that staff to share State requirements CITY COUNCIL MINUTES 15 MARCH 20, 2018 10A-15 with lab testing facilities. Expressed support for a 5% tax rate. Opined lower tax rate would attract businesses, jobs created would be good jobs, and competitive advantage to lower rate to 5%. Directed staff to issue a cease and desist letter orto join the State's efforts in advertising illegal businesses. Councilmember Benavides, asked if there are regulations or guidelines from the State. Expressed support to reduce tax rate to 5%, opined lower tax rate would make City of Santa Ana more competitive, and need to revisit insurance requirements. Mayor Pro Tem Martinez, stated that State requirements are high and necessary steps for existing testing facilities to be notified of State requirements and regulations. Directed staff to mirror State requirements and to notify existing illegal operators of the City Council's action to require a license. Friendly amendment introduced to square footage cost to be 5% or $1.50 p/ sq. ft. Councilmember Tinajero, noted that Cityis one of the few cities that allows industry, need to generate income for the City, and to keep the tax rate 6%. Councilmember Sarmiento, requested that staff address social media sites and weed maps that promote unlicensed operators. City Manager Godinez, noted that report included list of States and current tax rates. MOTION: Adopt an Urgency Ordinance to permit and regulate Commercial Cannabis Laboratory Testing facilities in the Light and Heavy (M-1 and M-2) Industrial zoning districts. (Requires five affirmative votes.) ORDINANCE NO. NS -2941 - AN EMERGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA PURSUANT TO CHARTER SECTION 415 AMENDING CERTAIN SECTIONS OF CHAPTER 40 TO ALLOW COMMERCIAL CANNABIS TESTING LABORATORIES FOR MEDICINAL AND ADULT -USE PURPOSES AND AMENDING CERTAIN SECTIONS OF ARTICLE XIII OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO MEDICINAL MARIJUANA TO ENSURE CONSISTENCY WITH CHAPTER 40 OF THE MUNICIPAL CODE MOTION: Villegas SECOND: Solorio VOTE: AYES: Benavides, Martinez, Solorio, Tinajero, Villegas (5) NOES: None (0) CITY COUNCIL MINUTES 16 MARCH 20, 2018 10A-16 ABSTAIN: Sarmiento (1) ABSENT: Pulido (1) MOTION: Amend the rate to in the ordinance and place ordinance on first reading and authorize publication of title. ORDINANCE NO. NS -2942 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CERTAIN SECTIONS OF CHAPTER 40 TO ALLOW COMMERCIAL CANNABIS TESTING LABORATORIES FOR MEDICINAL AND ADULT -USE PURPOSES AND AMENDING CERTAIN SECTIONS OF ARTICLE XIII OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO MEDICINAL MARIJUANA TO ENSURE CONSISTENCY WITH CHAPTER 40 OF THE MUNICIPAL CODE MOTION: Martinez SECOND: Sarmiento VOTE: AYES: Benavides, Martinez, Solorio, Tinajero, Villegas (5) NOES: None (0) ABSTAIN: Sarmiento (1) ABSENT: Pulido (1) MOTION: .Adopt a resolution. RESOLUTION NO. 2018-021 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA MODIFYING THE ADULT -USE CANNABIS RETAIL REGISTRATION APPLICATION FEE AND REGULATORY SAFETY PERMIT FEE TO APPLY TO ANY COMMERCIAL CANNABIS BUSINESS IN ACCORDANCE WITH CHAPTERS 18 AND 40 OF THE SANTA ANA MUNICIPAL CODE MOTION: Tinajero SECOND: Villegas VOTE: AYES: Benavides, Martinez, Solorio, Tinajero, Villegas (5) CITY COUNCIL MINUTES NOES: None (0) ABSTAIN: Sarmiento (1) 17 10A-17 MARCH 20, 2018 ABSENT: Pulido (1) JOINT SESSION OF THE CITY COUNCIL AND THE HOUSING AUTHORITY 80A. AFFORDABLE HOUSING FUNDS POLICIES AND PROCEDURES {STRATEGIC PLAN NO. 4, 51 — Community Development Agency Community Redevelopment and Housing Commission approved recommended action on October 25, 2017 by a vote of 6-0 (De Leon absent). Councilmember Benavides, expressed support for item, opined it addresses variety of housing needs; asked if there is an opportunity to partner with private individuals to create affordable housing. Councilmember Sarmiento, commented on attempts to build in safeguards and responsible process, introduction of higher unit base, and providing affordable housing, and need to be flexible to meet housing needs. Mayor Pro Tem Martinez, thanked staff, community and developers for their work in moving this item forward. MOTION: Adopt the draft Affordable Housing Funds Policies and Procedures, subject to non -substantive changes approved by the City Manager and City Attorney. MOTION: Sarmiento SECOND: Tinajero VOTE: AYES: Benavides, Martinez, Sarmiento, Solorio, Tinajero Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. CITY COUNCIL MINUTES 18 MARCH 20, 2018 10A-18 85A. DISCUSS AND PROVIDE STAFF DIRECTION ON THE CREATION OF A CITIZENS FINANCE ADVISORY COMMITTEE TO REVIEW FINANCIAL PLANS, FINANCIAL DOCUMENTS, BUDGETARY POLICIES, CALPERS ACTIVITY, LABOR CONTRACTS, MEDICAL COSTS, AND AUDITOR SELECTION FOR THE CITY - MAYOR PRO TEM MARTINEZ Continued from the March 6, 2018 City Council Meeting. Mayor Pro Tem Martinez, reflected on comprehensive budget that requires a lengthy review process, need community involvement, possible committee, necessity to provide stability to community. Councilmember Villegas, expressed support to Mayor Pro Tem Martinez 's request for community involvement. City Manager Godinez, noted scope of item goes beyond the budget and recommended an ad hoc committee. Councilmember Tinajero, concerned with forming a new committee; increase in bureaucracy. Councilmember Solorio, opposed to forming a new committee, City continues to be understaffed, proposed support for narrow ad hoc advisory committee that meets a few times a year or a workshop that focuses on areas, important to provide outreach to the community. Councilmember Benavides, commented that this is opportunity to have members of community that have expertise in budgets; City does not have sufficient resources. Councilmember Sarmiento, noted that staff already obtaining community feedback; expressed concern as to forming a new committee; time better spent selecting an auditor. 85B. DIRECT CLERK OF THE COUNCIL TO ACCEPT IMPARTIAL ANALYSIS, ARGUMENTS AND REBUTTAL STATEMENTS FOR CHARTER AMENDMENT AS PROPOSED FOR THE SPECIAL MUNICIPAL ELECTION ON JUNE 5, 2018 AND AS PROVIDED FOR IN THE ELECTION CODE; AUTHORIZE CITY COUNCIL MEMBERS WHO DESIRE TO PREPARE AND SIGN AN ARGUMENT; AND FURTHERMORE INCLUDE INFORMATION ON DEADLINES AND GUIDELINES ON CITY'S WEBSITE — COUNCILMEMBERS SARMIENTO AND BENAVIDES Councilmember Sarmiento, clarified that item directs Clerk of the Council to set a revised calendar of deadlines. CITY COUNCIL MINUTES 19 MARCH 20, 2018 10A-19 Clerk of the Council Huizar, noted that deadline for Arguments can be set for March 27, 2018 and Rebuttals on April 6, 2018. City Attorney Carvalho, noted this would be time to identify who would be the author or authorized signer if four or more councilmembers desire to draft an argument for one side or another. Councilmember Tinajero, asked Councilmember Vicente Sarmiento to draft the document. Councilmember Benavides, asked if there were more than three Councilmembers signing an argument would it require an action taken in public due to potential Brown Ac violations. City Attorney Carvalho noted that such action in open session would allow up to five members to author an Argument. MOTION: Direct the Clerk of the Council to Notice the Election and set new deadlines for Arguments and Rebuttals for March 27 and April 6, 2018 respectively and authorize the councilmembers that approved Measure to be able to prepare and submit an Argument. MOTION: Tinajero SECOND: Sarmiento VOTE: AYES: Benavides, Sarmiento, Solorio, Tinajero (4) NOES: Martinez, Villegas (2) ABSTAIN: None (0) ABSENT: Pulido (1) RECESSED THE CITY COUNCIL MEETING AND CONVENED THE HOUSING AUTHORITY MEETING AT 9:26 P.M. THE CITY COUNCIL MEETING RECONVENED WITH SAME MEMBERS PRESENT AT 9:27 P.M. WORK STUDY SESSIONS WS -1. COMMERCIAL CANNABIS NON -RETAIL OTHER USES — Planning and Building Agency Councilmember Benavides, asked how staff will identify or prioritize testing services and how will odor will be addressed; asked staff to schedule a follow up meeting. CITY COUNCIL MINUTES 20 MARCH 20, 2018 1 OA -20 Councilmember Tinajero, requested that staff expedite item, acquire necessary staff and consultants; bring item back to City Council for vote in May or first meeting in June. City Manager Godinez, clarified item will be presented to City Council as soon as possible in order to place item on the ballot. Councilmember Sarmiento, noted that City must be Prop. 218 and 26 compliant; let the voters decide; necessity to discuss community benefits. Councilmember Solorio, expressed concern with a transition to cultivation, cap needed for cultivation, opined that micro business not recommended at this time.; requested staff schedule a follow up meeting, proposed the following: focus on existing dispensaries to look at onsite opportunities, to have a cap on offsite opportunities, revenue generated should go to enforcement and youth programs, require agreements to include local hire, labor agreements and partnerships with the community, newcomer application to have one application per property. Councilmember Benavides, directed staff to provide City Council with ordinances, technical requirements related to fees recommended and tax structure; important to be competitive. Mayor Pro Tem Martinez, asked why other uses are scheduled for later in year as opposed to moving process quickly; opined that now is opportunity to leverage industry, need to look at potential revenue generated, and to have realistic expectations. WS -2 UPDATE ON WILLOWICK— Community Development Agency Mayor Pro Tem Martinez, commented that staff is moving in the right direction. Councilmember Benavides, directed staff to pursue items as discussed. Councilmember Solorio, requested to be on steering committee, supports hiring master developer should ask to have an economic adviser consultant and community facilitator on their team to absorb these functions. Councilmember Sarmiento, expressed concern as to community facilitator communicating with the residents in a noncommittal manner. CITY COUNCIL MINUTES 21 MARCH 20, 2018 1 OA -21 A ,51: COMMENTS CITY MANAGER'S COMMENTS City Manager Godinez, reported that Santa Ana Police department had the best statistics in administering the ABC grant, effort on Map Your Neighborhood workshop, and new teen program launched. CITY COUNCILMEMBER COMMENTS Councilmember Sarmiento: • Thanked colleagues who attended homeless hearing held Saturday. Noted Judge Carter singled out dumping homeless in the City of Santa Ana problem and temporary shelters coming to the cities of Laguna Niguel, Huntington Beach, and Irvine. Councilmember Benavides: • Echoed statements made by Councilmember Sarmiento; and • Noted City residents are safe, new youth services supervisor appointed, and directed staff to provide City Council with information on new appointment. Councilmember Villegas: • Provided update on new Orange County Fire Authority Chief, preparation of Urban Search and Rescue teams to travel up north to address potential flooding, and • Requested update on ethics enforcement policy. Councilmember Solorio: • Opined that good headway has been made on homeless issue; and • Invited all to attend upcoming Cesar Chavez event. Mayor Pro Tem Martinez: • Informed City Council of walkthrough of the Civic Center with Judge Carter to address homeless issue; • Need to work with County to work on homeless issue; • Informed all of upcoming rally at Centennial Park; • Need to support SB1; request that staff include information on SBI in water bill to inform money being generated and use, and • Adjourned in memory of former Planning and Building Executive Director, Hassan Haghani. CITY COUNCIL MINUTES 22 MARCH 20, 2018 1 OA -22 ADJOURNED- 10:25 P.M. - The next meeting of the City Council is scheduled for Tuesday, April 3, 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 Hassan Haghani, Former Executive Director of Planning and Building Agency Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Planning Commission Appeal of The Madison, 200 N. Cabrillo Park, Dr. • Fiscal Year 2018-19 Budget • Bristol Street Corridor Plan Update • Policy on Use of General Reserve and Enterprise Funds • Amendment to Metro East Mixed -Use Overlay District • Jail Reuse Study • Work Study Sessions: o Mobile Vending Ordinance Implementation o Work Cooperatives CITY COUNCIL MINUTES 23 MARCH 20, 2018 1 OA -23 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: ORDINANCE SECOND READING: ADOPT AN ORDINANCE APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO SECOND DWELLING UNITS (STRATEGIC PLAN NO. 5,1) CILYINIANAGER RECOMMENDED ACTION I Place ordinance on second reading and adopt. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1n Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER On March 20, 2018, the following ordinance was introduced for first reading and City Council authorized publication of title by a vote of 5-0 (Pulido, Tinajero absent): ORDINANCE NO. NS -2940 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO SECOND DWELLING UNITS In summary, the ordinance creates development standards and land use restrictions to regulate the size, height, placement, and design of second dwelling units in residential zoning districts. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this action. 11 A-1 Ordinance —Second Reading: Chapter 41 SAMC April 3, 2018 Page 2 Maria D. Huizar, Clerk of the Council EXHIBIT: Ordinance No. NS -2940 11 A-2 Ordinance No. NS -2940 Strike -out Version 11 A-3 11 A-4 LS 4.3.18 ORDINANCE NO. NS -2940 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO SECOND DWELLING UNITS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Santa Ana Municipal Code (SAMC) requires updates periodically in order to gain compliance with new state or federal legislation. B. The City's second dwelling unit ordinance, established in 2003, was superseded by changes made to state second dwelling unit laws (Assembly Bill 2299 and Senate Bill 1069 that took effect January 1, 2017, and Assembly Bill 494 and Senate Bill 229 that took effect January 1, 2018), and is no longer enforceable. These statutes impose new limitations on. local authority to regulate second units, which are now referred to as "accessory dwelling units" or an "ADU". C. The proposed changes to the accessory dwelling unit development standards are proposed to comply with the new state legislation to allow greater flexibility in allowing these units. D. The proposed amendments would change the second dwelling unit ordinance to be in compliance with state law by repealing the City's 2003 second dwelling unit ordinance, incorporating new state provisions, and introducing new tailored ADU regulations that recognize the diversity of Santa Ana neighborhoods. E. The City desires to amend its local regulatory scheme for the construction of accessory dwelling units that fully complies with section 65852.2 of the Government Code, and finds that the proposed ordinance promotes the public health, safety and welfare of the community. F. The City Council has held a duly noticed public hearing on this ordinance and has considered all testimony presented thereto. Ordinance No. NS -2940 Page 1 of 12 11 A-5 Section 2. Pursuant to the California Environmental Quality Act ("CEQA") and the State CEQA Guidelines, the adoption of this ordinance is exempt from CEQA review pursuant to 14 California Code of Regulations section 15061(b)(3), and a Notice of Exemption will be filed upon adoption of this ordinance. Section 3: Section 41-11.1 of the Santa Ana Municipal Code is hereby added to read as follows: Sec. 41-11.1. - Accessory dwelling unit. An accessory dwelling unit is an attached or a detached residential dwelling unit which provides complete independent living facilities for one or more persons and includes permanent provisions for living, sleeping, eating, cooking, and sanitation on the same parcel as the single-family dwelling is situated. It shall have the same meaning as that term is defined in California Government Code section 65852.2 as it may be amended from time to time. Section 4: Section 41-150.5 of the Santa Ana Municipal Code is hereby deleted in its entirety. Section 5: Sections 41-194 through Section 41-194.3 of the Santa Ana Municipal Code are hereby deleted and replaced with the new Sections 41-194 through Section 41-194.14 to read as follows: Sec. 41- 194. - Purpose. The purpose of this section is to provide reasonable regulations for the development of accessory dwelling units on residentially zoned properties on lots developed or proposed to be developed with single-family residential dwellings. Such regulations are intended to mitigate potential impacts to neighborhoods and comply with the goals and policies of the City's General Plan and comply with requirements codified in the state Planning and Zoning Law related to accessory dwelling units in residential areas, including California Government Code section 65852.2. Sec. 41-194.1 - Definitions. As used in this section, the following words, terms or phrases have the following meanings: (1) "Attached accessory dwelling unit" means a residential dwelling unit that is attached to or located within the living area of an existing primary dwelling unit and that provides independent living, sleeping, eating, a single kitchen for cooking, and sanitation facilities for one or more persons. An attached accessory dwelling unit also includes an efficiency unit, as defined in California Health and Safety Code section 17958.1. Ordinance No. NS -2940 Page 2 of 12 11 A-6 (2) "Detached accessory dwelling unit' means a residential dwelling unit that is detached from the primary dwelling unit and that provides independent living, sleeping, eating, a single kitchen for cooking, and sanitation facilities for one or more persons._ A detached accessory dwelling unit also includes an efficiency unit, as defined in California Health and Safety Code section 17958.1, and a manufactured home, as defined in section 18007. (3) "Existing accessory structure" means an accessory structure, as defined in this chapter, which was legally established and existing prior to adoption of this ordinance. (4) "Existing garage" means a building or portion of a building designed or used for parking or storage of motor vehicles that was legally established and existing prior to adoption of this ordinance. (5) "Living area" is defined as the interior habitable area of a dwelling unit, but not including a garage or any accessory structure. (6) 'Primary dwelling" means an existing single-family residential structure on a single parcel with provisions for living, sleeping, eating, a single kitchen for cooking, and sanitation facilities occupied and intended for one household. Sec. 41-194.2 - Applicability. (1) The development and design standards in this section shall be applicable to all accessory dwelling units. (2) The Director of the Planning and Building Agency, or his/her designee, shall review and approve, or deny ministerial permits for accessory dwelling units conforming to the time limits specified by Government Code Section 65852.2 or successor provision. Sec. 41-194.3 - Permitted Zones. (1) Accessory dwelling units are permitted in the R! R2 R3 on GR n, e REE all zoning districts, or on a parcel within any Specific Plan in which residential uses are permitted; or, (2) In the Professional (P) zoning district where there is only one legally established single-family residence, the exclusive use of the property is residential, and the continuance of the residential use is not barred by Section 41-683. In such cases, the site shall comply with the development standards in the R1 zoning district. Ordinance No. NS -2940 Page 3 of 12 11 A-7 Sec. 41-194.4 - Use Restrictions. (1) An accessory dwelling unit may be developed on a parcel that either: (a) Contains only one legally established single-family residence; or (b) Will have only one new detached single-family residence permitted concurrently with the accessory dwelling unit. (2) Only one accessory dwelling unit may be located on the lot. (3) The accessory dwelling unit shall not be sold separately from the primary dwelling. (4) The accessory dwelling unit shall not be rented for periods of less than thirty (30) days. (5) The primary dwelling unit or the accessory dwelling unit shall be continuously occupied by at least one person having an ownership interest in the lot. Sec. 41- 194.5 - General Development Standards. Accessory dwelling units shall comply with the following development standards, unless the accessory dwelling unit is described in subsection 41-194.8: (t) Minimum Lot Area. A minimum lot area of six thousand (6,000) square feet shall be required in order to establish an accessory dwelling unit. (2) Maximum Size. The maximum size of an accessory dwelling unit living area shall not exceed seven hundred fifty (750) square feet or fifty (50%) percent of the size of the living area of the primary dwelling unit on the parcel, whichever is less, and contain no more than one (1) bedroom. (3) Minimum Size. The accessory dwelling unit shall contain no less than the 220 square feet in living area the City requires for an efficiency dwelling unit which is defined in Section 17958.1 of the Health & Safety Code. (4) Lot Coverage. The lot coverage for the parcel, as that term is defined in this chapter, shall not exceed the percentage specified in the underlying zoning district. (5) Design. The design of the accessory dwelling unit shall preserve the privacy of adjacent uses and be architecturally compatible to the design of the primary dwelling by use of similar materials and textures, window Ordinance No. NS -2940 Page 4 of 12 11 A-8 types, roofing materials and roof pitch, and shall comply with the adopted Citywide Design Guidelines. (6) Historic Properties. if an accessory dwelling unit is to be constructed on a parcel identified on the federal, state or local list of historic resources, the accessory dwelling unit shall conform to the United States Secretary of Interior's official Standards for the Treatment of Historic Properties. If the proposed accessory dwelling unit is placed or constructed so as to result in a modification of the existing historic resource on the parcel, a certificate of appropriateness shall be issued by the Historic Resources Commission upon the finding that the proposed accessory dwelling unit conforms to the United States Secretary of Interior's official Standards for the Treatment of Historic Properties and does not substantially change the character and integrity of the historic property. (7) Open Space. A minimum of one thousand two hundred (1,200) square feet of usable, continuous, non -front yard open -space, excluding driveways and parking areas, shall be provided. Any open space with a minimum dimension of fifteen (15) feet by fifteen (15) feet shall be deemed continuous open space. (8) Passageway. No passageway shall be required in conjunction with the construction of an accessory dwelling unit. For the purpose of this section, '.passageway" shall mean a pathway that is unobstructed clear to the sky and extends from a street to one entrance of the accessory dwelling unit. Sec. 41-194.6 - Development Standards — Detached Accessory Dwelling Units. Detached accessory dwelling units shall comply with all provisions in Sec. 41-194.5, in addition to the following: (1) Setbacks. The accessory dwelling unit shall comply with the front and side yard setback standards prescribed in the zoning district, and shall have a rear yard setback of not less than ten (10) feet. (2) Maximum Height. A detached accessory dwelling unit shall not exceed fifteen (15) feet in height, as measured from the lowest adjacent grade of the structure to the top of the structure. (3) Separation. There shall be a minimum of fifteen (15) feet separation between the primary dwelling unit and a detached accessory dwelling unit and a minimum of five (5) feet between a detached accessory dwelling unit and an accessory building. Separation shall be measured from the exterior wall of the primary dwelling unit or attached structure to the nearest wall of the accessory dwelling unit or attached structure. Ordinance No. NS -2940 Page 5 of 12 11 A-9 (4) Site Planning. A detached accessory dwelling unit shall be located behind the rear building line of the primary dwelling, and be clearly subordinate by location and size. Sec. 41-194.7 - Development Standards — Attached Accessory Dwelling Units. Attached accessory dwelling units shall comply with all provision in Sec. 41-194.5, in addition to the following: (l) Setbacks. The accessory dwelling unit shall comply with the setback standards for primary dwellings prescribed in the zoning district. (2) Maximum Height. The height of an attached accessory dwelling unit shall not exceed the height limit applied to a primary dwelling unit in the underlying zoning district. (3) Exterior Stairs. An attached accessory dwelling unit shall have no exterior stairs. (4) Entrances. No attached accessory dwelling unit shall have an outside door on the primary elevation of the primary dwelling unit or an outside door that is visible from the street. Sec. 41-194.8 - Development Standards — Conversion of an Existing Structure. An existing primary dwelling unit, existing accessory structure, or existing garage, or portion thereof, converted to an accessory dwelling unit is not subject to the development standards of subsections 41-194.5 through 41-194.7 provided that the unit complies with all of the following requirements: (I) Conversion of an existing structure. Is contained within a single-family dwelling, accessory structure or garage that was legally established prior to the adoption of this ordinance; (2) Maximum Size. Is a maximum of seven hundred fifty (750) square feet of living area in size or fifty (50%) percent of the size of the living area of the primary dwelling unit on the parcel, whichever is less; (3) Minimum Size. Is no less than the minimum 220 square feet in living area the City requires for an efficiency dwelling unit which is defined in Section 17958.1 of the Health & Safety Code; (4) Setbacks: The side and rear setbacks of the accessory dwelling unit comply with building code provisions related to life and fire safety. Ordinance No. NS -2940 Page 6 of 12 11A-10 (5) Independent Access. Has independent exterior access from the existing residence, which shall not be located on the primary elevation of the primary dwelling; (6) Independent Living Facilities. Has independent living, sleeping, eating, a single kitchen for cooking, and sanitation facilities for one or more persons; and, (7) Passageway. No passageway shall be required in conjunction with the construction of an accessory dwelling unit. For the purpose of this section, "passageway" shall mean a pathway that is unobstructed clear to the sky and extends from a street to one entrance of the accessory dwelling unit. Sec. 41-194.9 - Parking. All accessory dwelling units must meet the following parking standards in addition to the required off-street parking for the primary dwelling on the site. (1) One (1) parking space shall be provided for all accessory dwelling units regardless of number of bedrooms, unless the accessory dwelling unit is constructed as a studio without bedrooms, in which case no parking is required. (2) When an existing garage is demolished in conjunction with the construction of an accessory dwelling unit, or converted to an accessory dwelling unit, replacement garage spaces for the primary dwelling unit shall not be required. Sec. 41-194.10 - Parking Exceptions. No off-street parking shall be required for an accessory dwelling unit in any of the following circumstances: (1) The accessory dwelling unit is located within one-half mile of public transit. For the purposes of this section "public transit' shall mean a bus stop with fixed route express bus service that provides transit service at 15 -minute intervals or better during peak commute periods. (2) The accessory dwelling unit is located within an architecturally and historically significant historic district. (3) The accessory dwelling unit is part of the existing primary dwelling or an existing accessory structure. (4) When on -street parking permits are required but not offered to the occupant of the accessory dwelling unit. Ordinance No. NS -2940 Page 7 of 12 11A-11 (5) When there is a car share vehicle located within one block of the accessory dwelling unit. For the purposes of this section, "car -share vehicle" shall mean part of an established program intended to stay in a fixed location for at least 10 years and available to the public. Sec. 41-194.11 - Non -conforming Properties. (1) Legal nonconformities of the existing primary dwelling, except for legal nonconformities related to the parking standards of this chapter, shall be allowed to remain provided nonconformities are not expanded or any new nonconformities are created. (2) A lot shall comply with the current parking standards of this chapter prior to or concurrent with the establishment of an accessory dwelling unit. Sec. 41-194.12 - Restrictive Covenant. Prior to issuance of a building permit for an accessory dwelling unit, a covenant consenting that either the primary dwelling unit or the accessory dwelling unit shall be owner -occupied shall be recorded against the title of the property in the County Recorder's office and a copy filed with the Planning Division. Said covenant shall run with the land, and shall bind all future owners, heirs, successors, or assigns. The form of the deed restriction shall be provided by the City and shall provide that: (t) The accessory dwelling unit shall not be sold separately from the primary dwelling. (2) The unit is restricted to the approval size and attributes of this chapter. (3) The covenant restrictions run with the land and may be enforced against future purchasers. (4) The covenant restrictions may be removed if the owner eliminates the accessory dwelling unit. (5) The covenant restriction shall be enforced by the Director of Planning and Building or his or her designee for the benefit of the City of Santa Ana. Failure of the property owner to comply with the covenant restrictions may result in legal action against the property owner and the City shall be authorized to obtain any remedy available to it at law or equity, including but not limited to obtaining injunction enjoining use of the accessory dwelling unit in violation of the recorded restrictions or abatement of the illegal unit. Ordinance No. NS -2940 Page 8 of 12 11A-12 Sec. 41-194.13 - Appeals of planning manager or zoning administrator decision. Any person aggrieved by a determination of the planning manager to disapprove plans and drawings submitted pursuant to section 41-194, et seq., may file an application for a minor exception which shall be heard by the zoning administrator pursuant to Article V of this chapter. Such application may include a request to vary from the standards of section 41- 194, et seq. The decision of the zoning administrator on such application may be appealed to the planning commission pursuant to said Article V. Sec. 41-194.14 - Applicability to other regulations. The provisions of this article are not intended to provide exclusive regulation of accessory dwelling units. Such uses must comply with any and all applicable regulations imposed in other articles of the zoning code, other city ordinances and state and federal law. Should a conflict exist between the provisions of this article and the provisions of other articles of Chapter 41 of this Code, the provisions of this article shall prevail. Section 6. Section 41-236 of the Santa Ana Municipal Code is hereby amended to read as follows: Sec. 41-236. - Rear yards in the R1 district. There shall be a rear yard setback of not less than twenty (20) feet. This section shall not apply to permitted accessory dwelling units. Section 7. Section 41-626(f) of the Santa Ana Municipal Code is hereby amended to read as follows: Sec. 41-626 (f). - Underground utility installations. The requirements of this section shall not apply to construction of new accessory dwelling units provided, however, that all utility cables or wires between the primary residence and a detached accessory dwelling unit shall be placed underground. Section 8. Section 41-681.4(g) of the Santa Ana Municipal Code is hereby added to read as follows: Sec. 41-681.4. - Rehabilitation of single-family and two-family dwellings. (a) Rehabilitation of a nonconforming building whose primary use is a single-family dwelling or a two-family dwelling is permitted: Ordinance No. NS -2940 Page 9 of 12 11A-13 (1) In a residential district or a specific development where residential is permitted, or (2) In a P district where the continuance of the use is not barred by section 41-683 and the building complies with the minimum yard requirements applicable to buildings located in the R2 district. (b) Structural alterations and additions may be made where the total floor area of all such expansions occurring in a five-year period does not exceed forty (40) percent of the floor space of the building as it existed at the beginning of said time, provided: (1) The number of bedrooms is not increased; (2) The number of dwelling units is not increased; and (3) No new nonconformities with the requirements of this chapter are created. (c) Structural alterations and additions which exceed forty (40) percent of the total floor area as it existed at the beginning of a five-year period; include the creation of new bedrooms; or remodeling which involves the demolition of more than fifty (50) percent of the building shall be permitted; provided: (1) The number of dwelling units is not increased; (2) The parking is brought into conformance with code provisions; (3) No new nonconformities with the requirements of this chapter are created; and (4) A minimum of one thousand two hundred (1,200) square feet of usable, continuous, non -front yard open -space, excluding driveways and parking areas is provided. Any open space with a minimum dimension of fifteen (15) feet by fifteen (15) feet shall be deemed continuous open space. (d) Where rehabilitation of a building involves more than fifty (50) percent of a building wall which encroaches into a front or side yard setback is demolished or is structurally altered, the remainder of the building wall shall be demolished. Any subsequent building wall shall conform to all provisions of this chapter. (e) For the purpose of this section, an existing two -car garage with a minimum dimension of eighteen (18) feet by eighteen (18) feet exterior dimension shall be considered conforming. (f) For the purpose of this section, remodel shall mean to reconstruct, or to make over in structure or style, but shall exclude re -roof, window replacement, exterior finish replacement and repair or similar modifications. (g) For the purpose of this section, the limitations on adding a dwelling unit listed in subsections (a), (b), and (c) shall not apply to accessory dwelling units as defined and regulated in Section 41-194 of this Chapter. Existing non -conformities on a property otherwise eligible to build an accessory dwelling unit shall not disqualify it from building an accessory dwelling unit. Ordinance No. NS -2940 Page 10 of 12 11A-14 Section 9. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By�� Lisa Storck Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: day of 2018. Councilmembers Councilmembers Councilmembers Councilmembers Miguel A. Pulido Mayor 11A-15 Ordinance No. NS -2940 Page 11 of 12 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -2940 to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2018, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 11A-16 Ordinance No. NS -2940 Page 12 of 12 Ordinance No. NS -2940 Clean Version 11A-17 11A-18 LS 4.3.18 ORDINANCE NO. NS -2940 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO SECOND DWELLING UNITS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Santa Ana Municipal Code (SAMC) requires updates periodically in order to gain compliance with new state or federal legislation. B. The City's second dwelling unit ordinance, established in 2003, was superseded by changes made to state second dwelling unit laws (Assembly Bill 2299 and Senate Bill 1069 that took effect January 1, 2017, and Assembly Bill 494 and Senate Bill 229 that took effect January 1, 2018), and is no longer enforceable. These statutes impose new limitations on local authority to regulate second units, which are now referred to as "accessory dwelling units" or an "ADU". C. The proposed changes to the accessory dwelling unit development standards are proposed to comply with the new state legislation to allow greater flexibility in allowing these units. D. The proposed amendments would change the second dwelling unit ordinance to be in compliance with state law by repealing the City's 2003 second dwelling unit ordinance, incorporating new state provisions, and introducing new tailored ADU regulations that recognize the diversity of Santa Ana neighborhoods. E. The City desires to amend its local regulatory scheme for the construction of accessory dwelling units that fully complies with section 65852.2 of the Government Code, and finds that the proposed ordinance promotes the public health, safety and welfare of the community. F. The City Council has held a duly noticed public hearing on this ordinance and has considered all testimony presented thereto. Ordinance No. NS -2940 Page 1 of 12 11A-19 Section 2. Pursuant to the California Environmental Quality Act ("CEQA") and the State CEQA Guidelines, the adoption of this ordinance is exempt from CEQA review pursuant to 14 California Code of Regulations section 15061(b)(3), and a Notice of Exemption will be filed upon adoption of this ordinance. Section 3: Section 41-11.1 of the Santa Ana Municipal Code is hereby added to read as follows: Sec. 41-11.1. - Accessory dwelling unit. An accessory dwelling unit is an attached or a detached residential dwelling unit which provides complete independent living facilities for one or more persons and includes permanent provisions for living, sleeping, eating, cooking, and sanitation on the same parcel as the single-family dwelling is situated. It shall have the same meaning as that term is defined in California Government Code section 65852.2 as it may be amended from time to time. Section 4: Section 41-150.5 of the Santa Ana Municipal Code is hereby deleted in its entirety. Section 5: Sections 41-194 through Section 41-194.3 of the Santa Ana Municipal Code are hereby deleted and replaced with the new Sections 41-194 through Section 41-194.14 to read as follows: Sec. 41-194. - Purpose. The purpose of this section is to provide reasonable regulations for the development of accessory dwelling units on residentially zoned properties on lots developed or proposed to be developed with single-family residential dwellings. Such regulations are intended to mitigate potential impacts to neighborhoods and comply with the goals and policies of the City's General Plan and comply with requirements codified in the state Planning and Zoning Law related to accessory dwelling units in residential areas, including California Government Code section 65852.2. Sec. 41-194.1 - Definitions. As used in this section, the following words, terms or phrases have the following meanings: (1) "Attached accessory dwelling unit" means a residential dwelling unit that is attached to or located within the living area of an existing primary dwelling unit and that provides independent living, sleeping, eating, a single kitchen for cooking, and sanitation facilities for one or more persons. An attached accessory dwelling unit also includes an efficiency unit, as defined in California Health and Safety Code section 17958.1. Ordinance No. NS -2940 Page 2 of 12 11 A-20 (2) "Detached accessory dwelling unit' means a residential dwelling unit that is detached from the primary dwelling unit and that provides independent living, sleeping, eating, a single kitchen for cooking, and sanitation facilities for one or more persons. A detached accessory dwelling unit also includes an efficiency unit, as defined in California Health and Safety Code section 17958.1, and a manufactured home, as defined in section 18007. (3) "Existing accessory structure" means an accessory structure, as defined in this chapter, which was legally established and existing prior to adoption of this ordinance. (4) "Existing garage" means a building or portion of a building designed or used for parking or storage of motor vehicles that was legally established and existing prior to adoption of this ordinance. (5) "Living area" is defined as the interior habitable area of a dwelling unit, but not including a garage or any accessory structure. (6) "Primary dwelling" means an existing single-family residential structure on a single parcel with provisions for living, sleeping, eating, a single kitchen for cooking, and sanitation facilities occupied and intended for one household. Sec. 41-194.2 - Applicability. (1) The development and design standards in this section shall be applicable to all accessory dwelling units. (2) The Director of the Planning and Building Agency, or his/her designee, shall review and approve, or deny ministerial permits for accessory dwelling units conforming to the time limits specified by Government Code Section 65852.2 or successor provision. Sec. 41-194.3 - Permitted Zones. (1) Accessory dwelling units are permitted in all zoning districts, or on a parcel within any Specific Plan in which residential uses are permitted; or, (2) In the Professional (P) zoning district where there is only one legally established single-family residence, the exclusive use of the property is residential, and the continuance of the residential use is not barred by Section 41-683. In such cases, the site shall comply with the development standards in the R1 zoning district. Ordinance No. NS -2940 Page 3 of 12 11 A-21 Sec. 41-194.4 - Use Restrictions. (1) An accessory dwelling unit may be developed on a parcel that either: (a) Contains only one legally established single-family residence; or (b) Will have only one new detached single-family residence permitted concurrently with the accessory dwelling unit. (2) Only one accessory dwelling unit may be located on the lot. (3) The accessory dwelling unit shall not be sold separately from the primary dwelling. (4) The accessory dwelling unit shall not be rented for periods of less than thirty (30) days. (5) The primary dwelling unit or the accessory dwelling unit shall be continuously occupied by at least one person having an ownership interest in the lot. Sec. 41-194.5 - General Development Standards. Accessory dwelling units shall comply with the following development standards, unless the accessory dwelling unit is described in subsection 41-194.8: (t) Minimum Lot Area. A minimum lot area of six thousand (6,000) square feet shall be required in order to establish an accessory dwelling unit. (2) Maximum Size. The maximum size of an accessory dwelling unit living area shall not exceed seven hundred fifty (750) square feet or fifty (50%) percent of the size of the living area of the primary dwelling unit on the parcel, whichever is less, and contain no more than one (1) bedroom. (3) Minimum Size. The accessory dwelling unit shall contain no less than the 220 square feet in living area the City requires for an efficiency dwelling unit which is defined in Section 17958.1 of the Health & Safety Code. (4) Lot Coverage. The lot coverage for the parcel, as that term is defined in this chapter, shall not exceed the percentage specified in the underlying zoning district. (5) Design. The design of the accessory dwelling unit shall preserve the privacy of adjacent uses and be architecturally compatible to the design of the primary dwelling by use of similar materials and textures, window Ordinance No. NS -2940 Page 4 of 12 11 A-22 types, roofing materials and roof pitch, and shall comply with the adopted Citywide Design Guidelines. (6) Historic Properties. If an accessory dwelling unit is to be constructed on a parcel identified on the federal, state or local list of historic resources, the accessory dwelling unit shall conform to the United States Secretary of Interior's official Standards for the Treatment of Historic Properties. If the proposed accessory dwelling unit is placed or constructed so as to result in a modification of the existing historic resource on the parcel, a certificate of appropriateness shall be issued by the Historic Resources Commission upon the finding that the proposed accessory dwelling unit conforms to the United States Secretary of Interiors official Standards for the Treatment of Historic Properties and does not substantially change the character and integrity of the historic property. (7) Open Space. A minimum of one thousand two hundred (1,200) square feet of usable, continuous, non -front yard open -space, excluding driveways and parking areas, shall be provided. Any open space with a minimum dimension of fifteen (15) feet by fifteen (15) feet shall be deemed continuous open space. (8) Passageway. No passageway shall be required in conjunction with the construction of an accessory dwelling unit. For the purpose of this section, '.passageway" shall mean a pathway that is unobstructed clear to the sky and extends from a street to one entrance of the accessory dwelling unit. Sec. 41-194.6 - Development Standards — Detached Accessory Dwelling Units. Detached accessory dwelling units shall comply with all provisions in Sec. 41-194.5, in addition to the following: (t) Setbacks. The accessory dwelling unit shall comply with the front and side yard setback standards prescribed in the zoning district, and shall have a rear yard setback of not less than ten (10) feet. (2) Maximum Height A detached accessory dwelling unit shall not exceed fifteen (15) feet in height, as measured from the lowest adjacent grade of the structure to the top of the structure. (3) Separation. There shall be a minimum of fifteen (15) feet separation between the primary dwelling unit and a detached accessory dwelling unit and a minimum of five (5) feet between a detached accessory dwelling unit and an accessory building. Separation shall be measured from the exterior wall of the primary dwelling unit or attached structure to the nearest wall of the accessory dwelling unit or attached structure. Ordinance No. NS -2940 Page 5 of 12 11 A-23 (4) Site Planning. A detached accessory dwelling unit shall be located behind the rear building line of the primary dwelling, and be clearly subordinate by location and size. Sec. 41-194.7 - Development Standards — Attached Accessory Dwelling Units. Attached accessory dwelling units shall comply with all provision in Sec. 41-194.5, in addition to the following: (1) Setbacks. The accessory dwelling unit shall comply with the setback standards for primary dwellings prescribed in the zoning district. (2) Maximum Height. The height of an attached accessory dwelling unit shall not exceed the height limit applied to a primary dwelling unit in the underlying zoning district. (3) Exterior Stairs. An attached accessory dwelling unit shall have no exterior stairs. (4) Entrances. No attached accessory dwelling unit shall have an outside door on the primary elevation of the primary dwelling unit or an outside door that is visible from the street. Sec. 41-194.8 - Development Standards — Conversion of an Existing Structure. An existing primary dwelling unit, existing accessory structure, or existing garage, or portion thereof, converted to an accessory dwelling unit is not subject to the development standards of subsections 41-194.5 through 41-194.7 provided that the unit complies with all of the following requirements: (1) Conversion of an existing structure. Is contained within a single-family dwelling, accessory structure or garage that was legally established prior to the adoption of this ordinance; (2) Maximum Size. Is a maximum of seven hundred fifty (750) square feet of living area in size or fifty (50%) percent of the size of the living area of the primary dwelling unit on the parcel, whichever is less; (3) Minimum Size. Is no less than the minimum 220 square feet in living area the City requires for an efficiency dwelling unit which is defined in Section 17958.1 of the Health & Safety Code; (4) Setbacks: The side and rear setbacks of the accessory dwelling unit comply with building code provisions related to life and fire safety. Ordinance No. NS -2940 Page 6 of 12 11 A-24 (5) Independent Access. Has independent exterior access from the existing residence, which shall not be located on the primary elevation of the primary dwelling; (6) Independent Living Facilities. Has independent living, sleeping, eating, a single kitchen for cooking, and sanitation facilities for one or more persons; and, (7) Passageway. No passageway shall be required in conjunction with the construction of an accessory dwelling unit. For the purpose of this section, "passageway" shall mean a pathway that is unobstructed clear to the sky and extends from a street to one entrance of the accessory dwelling unit. Sec. 41-194.9 - Parking. All accessory dwelling units must meet the following parking standards in addition to the required off-street parking for the primary dwelling on the site. (1) One (1) parking space shall be provided for all accessory dwelling units regardless of number of bedrooms, unless the accessory dwelling unit is constructed as a studio without bedrooms, in which case no parking is required. (2) When an existing garage is demolished in conjunction with the construction of an accessory dwelling unit, or converted to an accessory dwelling unit, replacement garage spaces for the primary dwelling unit shall not be required. Sec. 41-194.10 - Parking Exceptions. No off-street parking shall be required for an accessory dwelling unit in any of the following circumstances: (1) The accessory dwelling unit is located within one-half mile of public transit. For the purposes of this section "public transit' shall mean a bus stop with fixed route express bus service that provides transit service at 15 -minute intervals or better during peak commute periods. (2) The accessory dwelling unit is located within an architecturally and historically significant historic district. (3) The accessory dwelling unit is part of the existing primary dwelling or an existing accessory structure. (4) When on -street parking permits are required but not offered to the occupant of the accessory dwelling unit. Ordinance No. NS -2940 Page 7 of 12 11 A-25 (5) When there is a car share vehicle located within one block of the accessory dwelling unit. For the purposes of this section, "car -share vehicle' shall mean part of an established program intended to stay in a fixed location for at least 10 years and available to the public. Sec. 41-194.11 - Non -conforming Properties. (1) Legal nonconformities of the existing primary dwelling, except for legal nonconformities related to the parking standards of this chapter, shall be allowed to remain provided nonconformities are not expanded or any new nonconformities are created. (2) A lot shall comply with the current parking standards of this chapter prior to or concurrent with the establishment of an accessory dwelling unit. Sec. 41-194.12 - Restrictive Covenant. Prior to issuance of a building permit for an accessory dwelling unit, a covenant consenting that either the primary dwelling unit or the accessory dwelling unit shall be owner -occupied shall be recorded against the title of the property in the County Recorder's office and a copy filed with the Planning Division. Said covenant shall run with the land, and shall bind all future owners, heirs, successors, or assigns. The form of the deed restriction shall be provided by the City and shall provide that: (1) The accessory dwelling unit shall not be sold separately from the primary dwelling. (2) The unit is restricted to the approval size and attributes of this chapter. (3) The covenant restrictions run with the land and may be enforced against future purchasers. (4) The covenant restrictions may be removed if the owner eliminates the accessory dwelling unit. (5) The covenant restriction shall be enforced by the Director of Planning and Building or his or her designee for the benefit of the City of Santa Ana. Failure of the property owner to comply with the covenant restrictions may result in legal action against the property owner and the City shall be authorized to obtain any remedy available to it at law or equity, including but not limited to obtaining injunction enjoining use of the accessory dwelling unit in violation of the recorded restrictions or abatement of the illegal unit. Ordinance No. NS -2940 Page 8 of 12 11 A-26 Sec. 41-194.13 - Appeals of planning manager or zoning administrator decision. Any person aggrieved by a determination of the planning manager to disapprove plans and drawings submitted pursuant to section 41-194, at seq., may file an application for a minor exception which shall be heard by the zoning administrator pursuant to Article V of this chapter. Such application may include a request to vary from the standards of section 41- 194, et seq. The decision of the zoning administrator on such application may be appealed to the planning commission pursuant to said Article V. Sec. 41-194.14 - Applicability to other regulations. The provisions of this article are not intended to provide exclusive regulation of accessory dwelling units. Such uses must comply with any and all applicable regulations imposed in other articles of the zoning code, other city ordinances and state and federal law. Should a conflict exist between the provisions of this article and the provisions of other articles of Chapter 41 of this Code, the provisions of this article shall prevail. Section 6. Section 41-236 of the Santa Ana Municipal Code is hereby amended to read as follows: Sec. 41-236. - Rear yards in the R1 district. There shall be a rear yard setback of not less than twenty (20) feet. This section shall not apply to permitted accessory dwelling units. Section 7. Section 41-626(f) of the Santa Ana Municipal Code is hereby amended to read as follows: Sec. 41-626 (f). - Underground utility installations. The requirements of this section shall not apply to construction of new accessory dwelling units provided, however, that all utility cables or wires between the primary residence and a detached accessory dwelling unit shall be placed underground. Section 8. Section 41-681.4(g) of the Santa Ana Municipal Code is hereby added to read as follows: Sec. 41-681.4. - Rehabilitation of single-family and two-family dwellings. (a) Rehabilitation of a nonconforming building whose primary use is a single-family dwelling or a two-family dwelling is permitted: Ordinance No. NS -2940 Page 9 of 12 11 A-27 (1) In a residential district or a specific development where residential is permitted, or (2) In a P district where the continuance of the use is not barred by section 41-683 and the building complies with the minimum yard requirements applicable to buildings located in the R2 district. (b) Structural alterations and additions may be made where the total floor area of all such expansions occurring in a five-year period does not exceed forty (40) percent of the floor space of the building as it existed at the beginning of said time, provided: (1) The number of bedrooms is not increased; (2) The number of dwelling units is not increased; and (3) No new nonconformities with the requirements of this chapter are created. (c) Structural alterations and additions which exceed forty (40) percent of the total floor area as it existed at the beginning of a five-year period; include the creation of new bedrooms; or remodeling which involves the demolition of more than fifty (50) percent of the building shall be permitted; provided: (1) The number of dwelling units is not increased; (2) The parking is brought into conformance with code provisions; (3) No new nonconformities with the requirements of this chapter are created; and (4) A minimum of one thousand two hundred (1,200) square feet of usable, continuous, non -front yard open -space, excluding driveways and parking areas is provided. Any open space with a minimum dimension of fifteen (15) feet by fifteen (15) feet shall be deemed continuous open space. (d) Where rehabilitation of a building involves more than fifty (50) percent of a building wall which encroaches into a front or side yard setback is demolished or is structurally altered, the remainder of the building wall shall be demolished. Any subsequent building wall shall conform to all provisions of this chapter. (e) For the purpose of this section, an existing two -car garage with a minimum dimension of eighteen (18) feet by eighteen (18) feet exterior dimension shall be considered conforming. (f) For the purpose of this section, remodel shall mean to reconstruct, or to make over in structure or style, but shall exclude re -roof, window replacement, exterior finish replacement and repair or similar modifications. (g) For the purpose of this section, the limitations on adding a dwelling unit listed in subsections (a), (b), and (c) shall not apply to accessory dwelling units as defined and regulated in Section 41-194 of this Chapter. Existing non -conformities on a property otherwise eligible to build an accessory dwelling unit shall not disqualify it from building an accessory dwelling unit. Ordinance No. NS -2940 Page 10 of 12 11 A-28 Section 9. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Z4C' Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 0111[:1 Miguel A. Pulido Mayor 11 A-29 Ordinance No. NS -2940 Page 11 of 12 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -2940 to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2018, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 11 A-30 Ordinance No. NS -2940 Page 12 of 12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: ORDINANCE SECOND READING: ADOPT AN ORDINANCE APPROVING AMENDING CERTAIN SECTIONS OF CHAPTER 40 TO ALLOW COMMERCIAL CANNABIS TESTING LABORATORIES FOR MEDICINAL AND ADULT -USE PURPOSES AND AMENDING CERTAIN SECTIONS OF ARTICLE XIII OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO MEDICINAL MARIJUANA TO ENSURE CONSISTENCY WITH CHAPTER 40 OF THE MUNICIPAL CODE{STRATEGIC PLAN NO. 5,1} RECOMMENDED ACTION Place ordinance on second reading and adopt. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 131 Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER On March 20, 2018, the following ordinance was introduced for first reading and City Council authorized publication of title by a vote of 5-0 (Sarmiento abstained and Pulido absent): ORDINANCE NO. NS -2942 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CERTAIN SECTIONS OF CHAPTER 40 TO ALLOW COMMERCIAL CANNABIS TESTING LABORATORIES FOR MEDICINAL AND ADULT -USE PURPOSES AND AMENDING CERTAIN SECTIONS OF ARTICLE XIII OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO MEDICINAL MARIJUANA TO ENSURE CONSISTENCY WITH CHAPTER 40 OF THE MUNICIPAL CODE In summary, the ordinance would allow and regulate commercial cannabis testing laboratories and would enable the required Phase 1 and Phase 2 applications for such facilities to be submitted immediately for review. Ordinance — Second Reading: Chapters 18 and 40 SAMC April 3, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this action. C�ql a Maria D. Huizar, Clerk of the Council EXHIBIT: Ordinance No. NS -2942 11 B-2 LS 4.3.18 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CERTAIN SECTIONS OF CHAPTER 40 TO ALLOW COMMERCIAL CANNABIS TESTING LABORATORIES FOR MEDICINAL AND ADULT - USE PURPOSES AND AMENDING CERTAIN SECTIONS OF ARTICLE XIII OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO MEDICINAL MARIJUANA TO ENSURE CONSISTENCY WITH CHAPTER 40 OF THE MUNICIPAL CODE THE CITY COUNCIL OF THE CITY OF SANTA ANA HEREBY ORDAINS AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In 1996, the California electorate approved Proposition 215, the Compassionate Use Act which allows a patient, with a doctor's recommendation, to use cannabis for medical purposes without the fear of prosecution or arrest. B. In 2003, the California legislature passed Senate Bill 420 (Medical Marijuana Program Act) which amended the Health and Safety Code to permit the establishment of medical cannabis dispensaries for the distribution of cannabis for medical purposes. C. In 2005, the California Board of Equalization began issuing seller's permits for sales consisting of medical cannabis. D. In 2008, the California Attorney General issued guidelines for the security and non -diversion of cannabis grown for medical use. E. On November 4, 2014, Santa Ana voters approved Santa Ana's Medical Marijuana Regulatory Program ordinance ("Measure BB") which was codified in Chapters 18 and 21 of the Santa Ana Municipal Code. Such regulations govern medicinal marijuana and the retail sale thereof. F. In 2015, the Governor signed into law Senate Bill 643, Assembly Bill 266, and Assembly Bill 243, collectively referred to as the Medical Marijuana Regulation and Safety Act ("MMRSA") further amended in 2016 as the Medical Cannabis Regulation and Safety Act ("MCRSA"), which established regulations and a state Ordinance No. NS -XXX Page 1 of 33 11 B-3 licensing system for medical cannabis cultivation, manufacturing, delivery, and dispensing. G. The California Marijuana Legalization Initiative, also known as the Adult Use of Marijuana Act (AUMA or Proposition 64) which the voters of the State of California approved and passed in 2016, requires that all cannabis processed and sold in the state of California be subject to professional laboratory testing for cannabinoid content, toxins, adulterants, pesticides, potency, and other important elements that affect product safety. Testing must be done at laboratories licensed by the Bureau of Cannabis Control (BCC) and testing laboratories cannot co -locate with any other commercial cannabis business. Pursuant to various State laws, a cannabis testing laboratory may not hold any other license type, which is intended to ensure neutrality and product safety. Proposition 64 requires testing for some cannabis products by July 1, 2018 and for all products by January 1, 2019. H. In 2017, the Governor signed into law Senate Bill 94 also known as Medicinal and Adult -Use Cannabis Regulation and Safety Act (MAUCRSA). I. On November 9, 2017, the City Council created Chapter 40 of the Santa Ana Municipal Code, allowing adult -use commercial cannabis retail businesses in the city, and amended certain sections of Chapters 18 and 21 of the Santa Ana Municipal Code to ensure consistency with State law and Chapter 40. J. Chapter 40 of the Santa Ana Municipal Code is intended to contain standards and regulations to address all commercial cannabis business activities in Santa Ana, except that medicinal cannabis retail businesses are subject to the standards and regulations in Article XIII of Chapter 18. K. Since November 2014, the City of Santa Ana has permitted the retail sale of cannabis for medicinal purposes and since January 2018 for adult -use purposes. However, the City has not permitted the operation of testing laboratories/facilities in Santa Ana since January 2018. As a result, cannabis sold in Santa Ana may be untested. L. The City Council of the City of Santa Ana intends that nothing in this article shall be deemed to conflict with federal law as contained in the Controlled Substances Act, nor to otherwise permit any activity that is prohibited under that Act or other applicable law. M. The City of Santa Ana has a compelling interest in ensuring that cannabis is not sold in an illicit manner, in protecting the public health, safety and welfare of its residents and businesses, in preserving the peace and quiet of the neighborhoods in which these businesses may operate, and in providing access of cannabis to residents. Ordinance No. NS -XXX Page 2 of 33 11 B-4 N. The city council held a duly noticed public hearing on March 20, 2018, in connection with the consideration and adoption of this ordinance. Section 2. Pursuant to the California Environmental Quality Act ("CEQK) and the state CEQA Guidelines, the adoption of this Ordinance is exempt from CEQA review pursuant to California Code of Regulations section 15061(b)(3), which is applicable if it can be seen with certainty that there is no possibility that the project may have a significant effect on the environment. As a result, a Notice of Exemption will be filed upon adoption of this ordinance. Section 3: Article I of Chapter 40 of the Santa Ana Municipal Code is hereby amended to read in full as follows: Chapter 40 ARTICLE 1. REGULATION OF COMMERCIAL CANNABIS ACTIVITIES OTHER THAN MEDICINAL CANNABIS RETAIL ACTIVITIES Section 40-1. Purpose and Intent. A. The purpose and intent of this article is to regulate commercial cannabis business activities, as defined in this article, in order to ensure the health, safety and welfare of the residents of the City of Santa Ana by establishing regulations necessary for commercial cannabis business operating in the City of Santa Ana to obtain and maintain a Regulatory Safety Permit ('RSP"). Any commercial cannabis businesses operating in the City of Santa Ana shall at all times be in compliance with current State Law and this article. All commercial cannabis facilities shall operate in accordance with the regulations in this article and with the conditions of approval associated with the applicable zone for the parcel of real property upon which the commercial cannabis activities are conducted. Any commercial cannabis business shall qualify for and receive a Regulatory Safety Permit from the City of Santa Ana as provided by this article and operate only in a zone in compliance with Santa Ana Municipal Code before commencing with any commercial cannabis business activity. Any commercial cannabis business without a Regulatory Safety Permit is in violation of this article. The regulations in this article, in compliance with the Compassionate Use Act, the Medicinal Marijuana Program Act, SB 94, AB 133, Proposition 64, and the California Health and Safety Code (collectively referred to as "State Law") do not interfere with the right to use adult -use cannabis or medicinal cannabis as authorized under State Law, nor do they criminalize the possession of cannabis as authorized under State Law. All other commercial cannabis activities, including but not limited to, cultivation, manufacture, and distribution are prohibited and banned in the City of Santa Ana. B. Any person operating a medicinal marijuana collective/cooperative (as defined in Chapter 18 of this Code) as of December 14, 2017, or who has a RSP application pending to operate a medicinal collective/cooperative, and has met all of the requirements of Chapter 18, shall be allowed to apply for a Regulatory Safety Permit for Ordinance No. NS -XXX Page 3 of 33 11B-5 the sale of Adult -Use cannabis provided that they enter into the Adult -Use Cannabis Retailer Operating Agreement with the City. C. The Commercial Cannabis Operating Agreement shall be a legally binding written agreement between each commercial cannabis business operator and the City, executed by the City Manager, or his or her designee, and in a form and substance satisfactory to the Executive Director of Planning and Building and the City Attorney, and containing those provisions necessary to ensure that the requirements of this article are satisfied. Section 40-2. Definitions. The definitions are incorporated herein as fully set forth and are applicable to this article. All definitions are intended to comply with those set forth by the State of California for all commercial cannabis business activities. 1. "Applicant' means a person who is required to file an application for a permit under this article, including an individual owner, managing partner, officer of a corporation, or any other operator, manager, employee, or agent of a commercial cannabis business. 2. "Adult -Use" means cannabis or cannabis products that are intended to be used for non -medicinal purposes by a person 21 years of age or older. 3. "Adult -Use Cannabis Retailer Operating Agreement," "Commercial Cannabis Business Operating Agreement," or "Operating Agreement" means the agreement entered into by and between the City and the commercial cannabis business operator which will specify terms for local hiring and sourcing, community benefit plans, and fees to compensate for authorized impacts on City services. 4. "Adult -Use cannabis retail activity" includes the delivery, or sale of adult - use cannabis or a cannabis product, except as set forth in Section 19319 of the Business and Professions Code, related to qualifying patients and primary caregivers, excepting medicinal cannabis retail. 5. "Adult -Use cannabis retail business" means an Adult -Use retail business that obtains a Regulatory Safety Permit and engages in the delivery or sale of Adult -Use cannabis, or an Adult -Use cannabis product, except as related Business and Professions Code Section 19319, or Health and Safety Code Sections 11362.1 through 11362.45, as amended from time to time, excepting medicinal cannabis retail. 6. "Authorized City of Santa Ana representative" any police officer, city employee or agent of the city designated by the director of any city department which has the authority and responsibility to enforce provisions as set forth in this article. Ordinance No. NS -XXX Page 4 of 33 11 B-6 7. "Business owner' means any of the following: a. A person with an aggregate ownership interest of 20 percent or more in the person applying for a license or a licensee, unless the interest is solely a security, lien, or encumbrance. b. The chief executive officer of a nonprofit or other entity. C. A member of the board of directors of a nonprofit. d. An individual who will be participating in the direction, control, or management of the person applying for a license. 8. 'Cannabis" or "cannabis product" means all parts of the Cannabis sativa Linnaeus, Cannabis Indica, or Cannabis Ruderalis, whether growing or not; the seeds thereof; the resin, whether crude or purified, extracted from any part of the plant; and every compound, manufacture, salt, derivative, mixture, or preparation of the plant, its seeds, or resin. "Cannabis" also means the separated resin, whether crude or purified, obtained from marijuana. "Cannabis' also means marijuana as defined by Section 11018 of the California Health and Safety Code as enacted by Chapter 14017 of the Statutes of 1972. "Cannabis" does not include the mature stalks of the plant, fiber produced from the stalks, oil or cake made from the seeds of the plant, any other compound, manufacture, salt, derivative, mixture, or preparation of the mature stalks (except the resin extracted therefrom), fiber, oil, or cake, or the sterilized seed of the plant which is incapable of germination. For the purpose of this chapter, "cannabis" does not mean industrial hemp as that term is defined by Section 81000 of the California Food and Agricultural Code or Section 11018.5 of the California Health and Safety Code. 9. "City' means the City of Santa Ana, a charter city and municipal corporation. 10. "Commercial cannabis activity' means the cultivation, possession, manufacture, distribution, processing, storing, laboratory testing, packaging, labeling, transportation, delivery or sale of cannabis and cannabis products as provided for this Chapter. Permitted commercial cannabis activities are listed in Land Use Table 40-5 of this Chapter. 10.1. "Commercial cannabis business" means a facility, establishment, or other entity that engages in commercial cannabis activity. 11. "Commercial vehicle" means a vehicle as defined in Vehicle Code section 260. 12. "Concentrated cannabis product" means a consolidation of cannabinoids made by dissolving cannabis in its plant form into a solvent. 13. "Customer' means a natural person 21 years of age or over. Ordinance No. NS -XXX Page 5 of 33 11 B-7 14. "Delivery" means the commercial transfer of cannabis or cannabis products from a retail cannabis business to a customer up to an amount determined to be authorized by the State of California, or any of its departments or divisions. "Delivery" also includes the use by a retail cannabis business of any technology platform owned, controlled, and/ or licensed by the retail cannabis business, or independently licensed by the State of California under the State law (as amended from time to time), that enables anyone to arrange for or facilitate the commercial transfer by a licensed retail cannabis business of cannabis or cannabis products. For the purposes of this article, "delivery" does not include distribution or purchase of cannabis from a licensed cultivator, and cannabis products from a licensed manufacturer, for sale to a licensed cannabis retail business. 15. "Delivery employee" means an individual employed by a licensed retail cannabis business who delivers cannabis goods from the permitted retail premises to a medicinal cannabis patient or primary caregiver or customer at a physical address. 16. "Display" means cannabis goods that are stored in the licensed retail business during the hours of operation. 17. "Display case" means a container in the licensed retail business where cannabis goods are stored and visible to customers. 18. "Edible cannabis product" means manufactured cannabis that is intended to be used, in whole or in part, for consumption. An edible cannabis product is not considered food as defined by Section 109935 of the California Health and Safety Code or a drug as defined by Section 109925 of the California Health and Safety Code. 19. "Free sample" means any amount of commercial cannabis goods provided to a purchaser of cannabis without cost or payment or exchange of any other thing of value. 20, "Labor Peace Agreement" means a legally binding agreement between an employer and a labor organization in which the employer agrees to remain neutral in the event its employees wish to unionize. 21. "License/Licensee" means a license issued by the State and includes both an A -license (Adult -Use) and an M -license (Medicinal), and the holder of such license. 22. "Limited -access area" means an area in which cannabis goods are stored or held and which is only accessible to a Licensee and the Licensee's employees and contractors. 23. "Medicinal/medical cannabis" or "Medicinal cannabis product", means cannabis or a product containing cannabis, including, but not limited to, concentrates, and extractions, intended to be sold for use by medicinal cannabis patients in California Ordinance No. NS -XXX Page 6 of 33 11 B-8 pursuant to the Compassionate Use Act of 1996, found at Section 11362.5 of the California Health and Safety Code. Medicinal cannabis retail is regulated by Chapter 18 and Chapter 21 of the Santa Ana Municipal Code. 24. "Operating hours" means the hours within a day during which a permitted commercial cannabis retail business may allow cannabis customers to enter the retail premises and purchase cannabis goods. 25. "Ownership interest" means an interest held by a person who is an owner as defined by State of California commercial cannabis regulations or who has a financial interest in the commercial cannabis business of 5% or more. 26. "Package" and "Packaging" means any container or wrapper that may be used for enclosing or containing any cannabis goods for final retail sale. 'Package" and "packaging" does not include a shipping container or outer wrapping used solely for the transport of cannabis goods in bulk quantity to a Licensee. 27. 'Person" includes any individual, firm, partnership, joint venture, association, corporation, limited liability company, estate, trust, business trust, receiver, syndicate, or any other group or combination acting as a unit, and the plural as well as the singular. 28. 'Premises" means the designated structure(s) and land specified in the application that are in possession of and used by the applicant or Licensee to conduct the commercial cannabis activity. 29. "Primary Caregiver" has the same meaning as that term is defined in Section 11362.7 of the Health and Safety Code. 30. 'Private Residence' shall have the same definition as that contained in Health and Safety Code section 11362.2(5) and also means a lawfully established structure, suitable for human occupancy as required by section 17922 and 17958 of the California Health and Safety Code. A recreational vehicle does not constitute a lawfully established structure for the purposes of this article. 31. "Private security officer' has the same meaning as that term as defined in the State of California Business and Professions Code section 7574.01. 32. "Publicly owned land" means any building or real property that is owned by a city, county, state, federal, or other government entity. 33. `Purchase' means obtaining cannabis goods in exchange for consideration. Ordinance No. NS -XXX Page 7 of 33 11 B-9 34. "Purchaser' means a person who is engaged in a transaction with a Licensee for purposes of obtaining cannabis goods. 35. "Qualified patient" is a person whose physician has recommended the use of cannabis to treat a serious illness, including cancer, anorexia, AIDS, chronic pain, spasticity, glaucoma, arthritis, migraine, or any other illness for which cannabis provides relief. 36. "Responsible person" means any of the following: a) A person who causes a Code violation to occur. b) A person who maintains or allows a Code violation to continue, his or her action or failure to act. c) A person whose agent, employee, or independent contractor causes a Code violation by its failure to act. d) A person who is the owner of, and/or a person who is a lessee or sub lessee with the current right of possession of, real property where property -related Code violation occurs. e) A person who is the on-site manager of a business who normally works daily at the site when the business is open and is responsible for the activities of such premises. For the purposes of this article "person" includes a natural person or legal entity, and the owners, majority stakeholders, corporate officers, trustees, and general partners of a legal entity. 37. "Retail area" means a building, room, or other area upon the licensed cannabis retail business premises in which cannabis goods are sold or displayed. 38. "Retail business" means a premises where adult use cannabis, cannabis products, or devices for the use of cannabis or cannabis products are offered, either individually or in any combination for retail sale, including an establishment that delivers cannabis or cannabis products as part of a retail sale. 39. "Regulatory Safety Permit (RSP)" means a permit issued by the City pursuant to this article to a commercial cannabis business. 40. "Security monitoring" means the continuous and uninterrupted attention to potential alarm signals that can be transmitted from a security alarm system for the purpose of summoning law enforcement. 41. "Sell," "sale," and "to sell" include any transaction whereby, for any consideration, title to cannabis is transferred from one person to another, and includes the delivery of cannabis goods pursuant to an order placed for the purchase of the same and soliciting or receiving an order for the same, but does not include the return of Ordinance No. NS -XXX Page 8 of 33 11B-10 cannabis goods by a licensee to the licensee from whom such cannabis goods were purchased. 42. "Sublet" means to lease or rent all or part of a leased or rented property. 43. "State" means the State of California. 44. "Testing Facility" or "Testing Laboratory' defined in the Business and Professions Code section 26001, as amended from time to time, means a laboratory, facility, or entity in the State that offers or performs tests of cannabis or cannabis products and that is both of the following: a) Accredited by an accrediting body that is independent from all other persons involved in commercial cannabis activity in the State; and, b) Licensed by the Bureau of Cannabis Control. Section 40-3. Compliance with State and Local Licensing Requirements. Any commercial cannabis business as defined by the State of California and the City of Santa Ana shall operate in conformance with all regulations and standards set forth in this article to assure that the operations of any commercial cannabis business as defined by the State of California and allowed by the City of Santa Ana are in compliance with local and State law and are established to mitigate any adverse secondary effects from its operations. Commercial cannabis businesses shall be required to obtain a Regulatory Safety Permit (RSP) from the City of Santa Ana and a State license once they become available, and shall comply with any applicable State licensing requirements, such as operational standards and locational criteria. Co -location of commercial cannabis businesses proposed on any one site shall occur only if authorized by the State and the City of Santa Ana and only if allowed pursuant to the City's Zoning Code. Any commercial cannabis activity not specifically permitted by this article is prohibited. Section 40-4. Maximum Number of Regulatory Safety Permits. The total number of cannabis retail businesses in operation shall be determined based on the number of locations which have been issued a Regulatory Safety Permit by the City of Santa Ana. In no case shall the City of Santa Ana allow more the than the following commercial cannabis retail businesses to operate within City limits, regardless of the location's compliance with any other Section specified in this article: A. 20 total medicinal cannabis retail businesses (as regulated by Article XIII of Chapter 18); Ordinance No. NS -XXX Page 9 of 33 11B-11 B. 30 total adult -use cannabis retail businesses (which could include any or all of the medicinal cannabis retail businesses) Section 40-5. Zoning Compliance and Regulatory Safety Permit Requirements. Commercial cannabis activities are expressly prohibited in all zones in the City of Santa Ana; however, specific commercial cannabis businesses are allowed as a special use in the Industrial zone (M-1, M-2). The only allowed current permit types are described in Table 40-5 and the City of Santa Ana's zoning ordinance as a requisite for obtaining a Regulatory Safety Permit. No commercial cannabis business may operate in the City of Santa Ana without a Regulatory Safety Permit. This Land Use Table 40-5 shall be used to determine whether a commercial cannabis business is permitted —"P", or not permitted —"X". Any commercial cannabis business in the City of Santa Ana shall also operate in compliance with the City's zoning ordinance. If a Zoning District is not listed in the Land Use Table in this section then the use is expressly not permitted. Ordinance No. NS -XXX Page 10 of 33 11B-12 .a r • :, •i ' '.., '' - M-1.: M-2:" s. Regiilatory. . Land Use Classification `Zone• Zone Permit ,. s� Cultivator Indoor - Type A ;K. X NA Cultivator Indoor -TypeB :' X X; NA Cultivator Indoor - Type C X' X • NA Nursery Indoor/Outdoor - Type D X-, X NA Manufacturing Manufacturing a'.X, X,. ` NA Medicinal Retail Yes Retail(SAMC E '. .P Chapter 18) Retail Adult -Use RetailR, , Yes Testing Laboratory Adult -Use and/or Medicinal Yes Industrial Distribution Freight/Transport ; "X X>' NA Micro -Business Cultivation / Retail / Manufacture / X, X` `' Distribution NA Ordinance No. NS -XXX Page 10 of 33 11B-12 Section 40-6. Separation Requirements. (a) No commercial cannabis business shall be located within 1,000 feet of any: (1) School (K-12) as defined by Section 11362.768 of the Health and Safety Code; or (2) Park; or (3) Existing Residential zones in place on November 4, 2014. (b) No commercial cannabis retail business shall be located within 500 feet of another retail cannabis business, except for permitted co -location. Section 40-7. Exception. Commercial cannabis cultivation is expressly prohibited in all zones and all specific plan areas in the City; provided, however, that six (6) plants per private residence may be cultivated indoors within a legally permitted structure for personal use in compliance with Section 18-620 (e) of the Santa Ana Municipal Code and all applicable local and State regulations. Section 40-8. General Provisions for Commercial Cannabis Activities in the City of Santa Ana. Regulatory Safety Permit Required a. Each commercial cannabis business shall obtain a Regulatory Safety Permit (RSP) specific to the business activity defined by the State pertaining to that activity. The only allowed current permit type pursuant to this article is for commercial cannabis retail sales and testing laboratoriesKacilities. b. It shall be unlawful for any person, association, partnership, limited liability company, or corporation to engage in, conduct or carry on, in or upon any premises within the City of Santa Ana any commercial cannabis retail business without a RSP. A commercial cannabis business shall register and obtain a RSP from the City of Santa Ana prior to operation. The RSP applicant shall pay an annual non-refundable application fee in an amount established by the City Council. C. A copy of the RSP shall be displayed at all times in a place visible to the public. d. A RSP shall be valid for a period of one (1) year from the date of issuance, unless sooner revoked. No permit granted herein shall confer any vested right to any person or business for more than the above -referenced period. Ordinance No. NS -XXX Page 11 of 33 11B-13 2. Maintenance of Records and Reporting All records shall be maintained by the commercial cannabis business for a period of five (5) years and shall be made available by the commercial cannabis business to an authorized City of Santa Ana representative upon request. If they are not produced as requested, the City may seek a search warrant, subpoena, or court order. In addition to all other formats that the commercial cannabis business may, maintain, these records shall be stored by the business at the location in a printed format in a fire -proof safe or filing cabinet. Any loss, damage or destruction of the records shall be reported to the Police Department within 24 hours of the loss, destruction or damage. The business shall obtain and maintain a valid Sellers Permit from the State Board of Equalization. b. Financial records include, but are not limited to: bank statements, sales invoices, receipts, tax records, and all records required by the California State Board of Equalization under Title 18 California Code of Regulations section 1968. C. Personnel records, including each employee's full name, address, phone number, social security, or individual tax payer identification number, date of beginning employment, and date of termination of employment if applicable. d. Training records, including but not limited to the content of the training provided and the names of the employees that received the training. e. Contracts with other businesses regarding commercial cannabis business activity. Permits, licenses, and other local authorizations to conduct the commercial cannabis business activity. g. Security records. h. Proof of building ownership or landlord letter acknowledging business type. i. Proof of insurance. 3. Operational Standards for All Commercial Cannabis Business Activities a. The location, interior and exterior, shall be monitored at all times by web - based closed circuit television for security purposes. The camera and recording system Ordinance No. NS -XXX Page 12 of 33 11B-14 must be of adequate quality, color rendition and resolution to allow the ready identification of any individual committing a crime anywhere on or adjacent to the location. The recordings shall be maintained unaltered in a secure location for a period of not less than ninety (90) days. The police department may request the recordings in connection with an investigation. b. All controlled access areas, security rooms and all points of ingress/egress to limited access areas and all point of sale (POS) areas shall have fixed camera coverage capable of identifying activity occurring within a minimum of twenty (20) feet. C. The surveillance system storage device or cameras shall be transmission control protocol TCP capable of being accessed through the internet by the police department or their designee on request. d. If applicable, the applicant shall conduct and pay for any required CEQA reviews and analyses, and pay for all costs, including those of the City, associated with project review under CEQA. e. Commercial cannabis businesses shall create and maintain an active account within the State's track and trace system prior to commencing any commercial cannabis retail activity. In the event of system failure, the business shall keep a hard copy record and transfer the information to the track and trace system within 24 hours of the system being available. f. No physical modification of the licensed premises is allowed without written prior permission by the City of Santa Ana and payment of any additional fees required by the City. g. Commercial cannabis business businesses shall provide adequate off- street parking and comply with the City of Santa Ana Municipal Code parking requirements in order to service customers without causing negative impact. h. The commercial cannabis business shall provide adequate disabled access parking per the requirements in the California Building Code. L The commercial cannabis business shall minimize nuisances such as trash, litter, and graffiti. j. Any and all signage, packaging, and facilities shall not be 'attractive', as it is defined by the State, to minors. k. Commercial cannabis business facilities shall be required to provide an air treatment system that ensures off-site odors shall not result from its operations. This requirement at a minimum means that the facility shall be designed to provide sufficient Ordinance No. NS -XXX Page 13 of 33 11B-15 odor absorbing ventilation and exhaust systems so that any odor generated inside the location is not detected outside the building, in any adjacent tenant suites, on adjacent properties or public rights-of-way, or within any other unit located within the same building as the facility if the use occupies only a portion of a building. I. A permitted commercial cannabis business -entity shall have 180 days after permit issuance by the City of Santa Ana to begin initial operations, unless otherwise approved by the Director of Planning and/or his or her designee. A permitted commercial cannabis business entity that ceases to operate for more than 180 calendar days shall be deemed "abandoned" and the permit shall be forfeited. A business may temporarily suspend operations for a period of time as may be reasonably required to affect upgrades, modifications, repairs, or other property issue mitigations as approved by the Director of Planning or designee. M. The commercial cannabis business shall comply with all State regulations regarding: L Testing, labeling and storage of all cannabis products. ii. Use of appropriate weighing devices. iii. Electrical and plumbing regulations subject to periodic and unannounced inspections to ensure compliance. iv. State deadlines for applying for a State license and receiving a State license within six (6) months after the date the State begins issuing licenses. This may be waived if the State has longer delays in issuing licenses of the type the commercial cannabis business seeks. n. The commercial cannabis business shall maintain a comprehensive general liability combined single occurrence insurance policy issued by an "A" rated insurance carrier in an amount no less than Two Million Dollars, with primary coverage, naming the City of Santa Ana as additional insured. o. No free samples of any cannabis or cannabis product may be distributed at any time. p. All agents, private security officers or other persons acting for or employed by a commercial cannabis business shall display a laminated identification badge at least 2" X 2" in size, issued by the business. The badge, at a minimum, shall include the business's "doing business as" name and license number, the employee's first and last name, and a color photo of the employee that shows the full front of the employee's face. q. All private security officers acting for or employed by a commercial cannabis business shall be licensed by the State and issued a business license from the City of Santa Ana. Ordinance No_ NS -XXX Page 14 of 33 11B-16 r. The commercial cannabis business shall have a centrally -monitored fire and burglar alarm system which shall include all perimeter entry points and perimeter windows and the building or portion of the building where the business is located shall contain a fire -proof safe or fire proof filing cabinet and include a safety and security plan. S. The commercial cannabis business shall ensure a licensed alarm company operator or one or more of its registered alarm agents installs, maintains, monitors and responds to the alarm system. The alarm company shall obtain a City of Santa Ana business license. t. The commercial cannabis business shall provide the name and phone number of an on-site staff person to the police department and the Code Enforcement Division of the Planning and Building Agency for notification if there are operational problems with the establishment. U. The commercial cannabis business must obtain and maintain a valid City business license at all times as a condition for receiving, renewing, and maintaining its regulatory safety permit. V. Occupancy shall not exceed that required under the Uniform Building Code and Uniform Fire Code, and the maximum occupancy load shall be posted at the main entrance. W. For any commercial cannabis business with two (2) or more employees, the business owner shall attest that he/she has entered into a labor peace agreement and provide a copy of the agreement to the City. X. Each commercial cannabis business owner, operator(s) and employee(s) shall complete a criminal background check and wear a visible photo ID at all times during working hours. Owners, operators, employees, managers or volunteers may not have been convicted of, or pled guilty/no-contest to a felony or misdemeanor drug charge within the past four (4) years; nor shall they be a person required to register as a controlled substance offender pursuant to Health & Safety Code section 11590. y. All signage for the commercial cannabis business must comply with Article XI of Chapter 41 of the Santa Ana Municipal Code. 4. Additional Operational Standards for Adult -Use Cannabis Retail Business a. At all times the Adult -Use cannabis retail business is open, it shall provide at least one private security guard who is licensed, possesses a valid Department of Consumer Affairs "security guard card", and has a valid business license from the City of Santa Ana. Ordinance No. NS -XXX Page 15 of 33 11B-17 b. The private security guard and adult -use retail cannabis business personnel shall monitor the site and the immediate vicinity of the site to ensure that patrons immediately leave the site and do not consume cannabis in the vicinity of the retail business or on the property or in the parking lot. C. Exterior signage shall comply with Article XI of Chapter 41 of the Santa Ana Municipal Code. Interior signage or advertising may not be visible from the exterior. Retail cannabis businesses must comply with the advertising and marketing provisions of Business and Professions Code §§ 26150-26155. d. There shall be no on-site sales of alcohol or tobacco products, (excluding rolling papers and lighters) and no on-site consumption of food, alcohol or tobacco by patrons. e. Hours of operation shall be limited to: 7 a.m. to 10 p.m. daily. No licensed retail business shall be open to the public between the hours of 10:01 p.m. and 6:59 a.m. of any day. f. The Adult -Use cannabis retail business shall notify patrons of the following both verbally and through posting of a sign in a conspicuous location: Secondary sale, barter or distribution of adult -use cannabis is a crime and can lead to arrest. ii. That loitering on and around the retail site is prohibited by California Penal Code § 647(e) and that patrons must immediately leave the site and not consume cannabis in the vicinity of the retail site or on the property or in the parking lot. iii. A warning that patrons may be subject to prosecution under federal cannabis laws. iv. That the use of cannabis may impair a person's ability to drive a motor vehicle or operate machinery. g. No one under the age of 21 shall be allowed to enter an Adult -Use cannabis facility unless the licensed Adult -Use cannabis facility holds a medicinal use cannabis RSP issued by the City and retail license issued by the State, and the licensed premises for the adult -use cannabis license and medicinal cannabis license are the same in accordance with Business and Professions Code section 26140. h. If non -cannabis food is distributed, the retail business shall comply with all relevant State laws, County and City ordinances pertaining to the preparation, distribution and sale of food. Ordinance No. NS -XXX Page 16 of 33 11B-18 L All Adult -Use cannabis retail businesses shall establish and implement a program to incentivize the recycling of used containers. Failure to establish and implement a program to incentivize the recycling of used containers will result in a violation of the terms of the required commercial cannabis Operating Agreement requiring sustainable building or business practices. j. Adult -Use cannabis retail businesses shall also record on the video surveillance system point-of-sale areas and areas where cannabis goods are displayed for sale. k. Adequate signage shall clearly state who has inspected any cannabis product for pesticides, or other regulated contaminants, distributed at this location. I. Shipments of cannabis goods may only be accepted during regular business hours. M. Inventory shall be secured using a lockable storage system during non- business hours. No cannabis product shall be visible from the exterior of the business. o. All required labelling shall be maintained on all product, as required by State law, at all times. P. Educational tours of adult -use retail cannabis businesses shall be allowed. 5. Additional Operational Standards for Commercial Cannabis Retail Delivery Services a. Commercial cannabis retail deliveries may be made only from a commercial cannabis retail business permitted by the City in compliance with this article, and in compliance with all State regulations. b. All employees who deliver cannabis shall have valid identification and a copy of the commercial cannabis retail business' Regulatory Safety Permit and State license at all times while making deliveries. C. All commercial cannabis retail businesses shall maintain proof of vehicle insurance for any and all vehicles being used to transport cannabis goods as required by State law. d. Deliveries may only take place during normal business hours of the commercial cannabis retail business. Ordinance No. NS-)= Page 17 of 33 11B-19 e. During delivery, the delivery employee shall maintain a physical or electronic copy of the delivery request and shall make it available upon request by the licensing authority and law enforcement officers. The delivery request documentation shall comply with State law. f. A licensed delivery employee shall not leave the State of California while possessing cannabis products. g. A commercial cannabis retail business shall maintain a list of all deliveries, including the address delivered to, the amount and type of product delivered, and any other information required by the State. h. A manifest with all information required in this section shall accompany any delivery person at all times during the delivery process and delivery hours. i. Any delivery method shall be made in compliance with State law, as amended, including use of a vehicle that has a dedicated GPS device for identifying the location of the vehicle (cell phones and tablets are not sufficient). j. Each delivery request shall have a receipt prepared by the commercial cannabis retail business with the following information: i. Name and address of the commercial cannabis retail business H. The name of the employee who delivered the order iii. The date and time the delivery request was made iv. The complete delivery addresses V. A detailed description of the cannabis goods requested for delivery including the weight or volume, or any accurate measure of the amount of cannabis goods requested. vi. The total amount paid for the delivery including any fees or taxes. k. At the time of the delivery, the date and time delivery was made, and the signature of the person who received the delivery. I. No cannabis delivery vehicle shall display signs, decals or any other form of advertisement with the exception of a maximum four -inch by four -inch decal. M. Inspections by an authorized City of Santa Ana representative may be conducted anytime during regular business hours. 6. Additional Operational Standards for Commercial Cannabis Testing Facilities or Laboratories Ordinance No. NS -XXX Page 18 o133 11 B-20 a. A licensed cannabis testing facility or laboratory business, its owners and employees may not hold an interest in any other cannabis business except another testing laboratory business. b. Inspections by an authorized City of Santa Ana representative may be conducted anytime during the business's regular business hours. C. Educational tours of cannabis testing facility/laboratory businesses shall be allowed. Section 40-9. Commercial Cannabis Selection Process. 1. Commercial Cannabis— Registration Application and Regulatory Safety Permit Required a. Existing medicinal cannabis business operators, or those with pending applications for a medicinal RSP, who desire to operate an adult cannabis retail business shall apply for the cannabis Regulatory Safety Permit ("RSP") on or before December 14, 2017. The Director of Planning and Building shall review such application and issue the RSP, without consideration of the merit based point system, so long as they satisfy all other requirements of this article and Chapter 18. b. The Regulatory Safety Permit ("RSP") selection process will be conducted in two phases, Phase 1 (Registration Application) and Phase 2 (Regulatory Safety Permit Application). Registration Applications will be reviewed by the Director of Planning and Building or designees(s) for completeness and compliance, and if eligible, will be placed on the "Regulatory Safety Permit ("RSP") Eligibility List" and entered into the Phase 2 Regulatory Safety Permit Application process. In Phase 2, the City of Santa Ana has established a merit based point system to objectively award permits as described in the Regulatory Safety Permit Application. 2. Phase 1 — Registration Application a. Following the adoption of this article, the Director of Planning and Building shall prepare commercial cannabis business registration application forms and a related administrative policy. Each commercial cannabis business interested in operating pursuant to this article may submit an application together with a non-refundable processing fee in an amount established by the City Council. b. The Registration Application period shall be thirty (30) calendar days from the date the applications are released. Following the application period, the Director of Planning and Building or designee(s) shall stop accepting applications and review all applications received in Phase 1. Each application that is complete and in compliance with the application requirements in Phase 1 shall be placed on the "RSP Eligibility List" and shall be notified in writing whether they are a "RSP Eligible Applicant" or not. Each Ordinance No. NS -XXX Page 19 of 33 11 B-21 applicant on the RSP Eligibility List may then choose to file an application for a RSP in Phase 2. C. The requirements for Phase 1 include but are not limited to: All application documents required in the City's Phase 1 Registration Application package. ii. Application was submitted during the application period. iii. Application forms are filled out completely. iv. Business Owner(s)/Applicant(s) referenced on the application provides a Live Scan that was conducted within 14 days prior to submitting the application. V. Phase 1 application fee is paid. vi. A signed statement that the proposed location of the commercial cannabis business on the application meets the zoning criteria established in this article including, but not limited to, any and all sensitive use separation criteria required by this article. d. The Director of Planning and Building or his or her designee(s) shall determine whether each application demonstrates compliance with the minimum requirements (above) and be placed on the RSP Eligibility List and entered into the Phase 2 application and review process. e. The Director of Planning and Building or his or her designee(s) shall review each application upon submission and ensure that the application is complete. Incomplete applications will be promptly rejected and the applicant shall be notified in writing of the deficiencies. The applicant shall be given an opportunity to cure any incomplete or deficient application prior to the conclusion of the application processing term, if such time period is applicable. 3. Phase 2 - Regulatory Safety Permit Application a. Each applicant identified on the RSP Eligibility List may choose to complete and file a RSP application to the Director of Planning and Building. The application shall be filed together with a nonrefundable fee as established by resolution of the City Council, to defray the cost of investigation required by this article. b. The RSP application period shall be open for thirty (30) calendar days and may run concurrently with the Phase 1 review period. Following the RSP application Ordinance No. NS -XXX Page 20 of 33 11 B-22 period, the Director of Planning and Building or designee(s) shall stop accepting applications and review all applications received in Phase 2. C. The Director of Planning and Building or designee(s) will review all application documents required in the City's Phase 2 application package plus the additional requirements in subsection (d) below. The Directorof Planning and Building or his or her designee(s) will use a merit based point system to review and rank each of applications from the most to the least points and objectively award the top applicants a RSP. A complete description of the merit based point system and all merit based point considerations shall be included with the application forms. d. Phase 2 requirements include but are not limited to: All application documents required in the City's Phase 2 RSP application package. ii. Phase 2 application fee is paid and a comprehensive owner background check is completed. iii. The Building Official or designee has inspected all structures in which the use is located to determine that all applicable standards and requirements are met. If a building permit is required for site improvements, Permit issuance will be deferred until a certificate of occupancy or other building permit approval is issued. Additionally, the Building Official has determined that there are no notices of nuisance or other code compliance issues recorded or on the property. iv. The Planning Manager or designee has issued a Zoning Clearance documenting compliance with the following: 1. The use is permitted; 2. All land use permits, if any, have been approved and all conditions of approval have been met or are in good standing; and, 3. No zoning violations exist on the property. e. The Director of Planning and Building or his or her designee(s) shall review each application upon submission and ensure that the application is complete. Incomplete applications will be promptly rejected and the applicant shall be notified that business day of the deficiencies. The applicant shall be given an opportunity to cure any incomplete or deficient application prior to the conclusion of the application processing term, if such time period is applicable. Ordinance No. NS -XXX Page 21 of 33 11 B-23 4. Regulatory Safety Permit Annual Renewal a. Applications for the renewal of a permit shall be filed with the Director of Planning and Building or designee(s) at least sixty (60) calendar days before the expiration of the current permit. Temporary permits will not be issued. Any permittee allowing their permit to lapse or which permit expired during a suspension shall be required to submit a new application, pay the corresponding original application fees and be subject to all aspects of the selection process. b. Any person desiring to obtain a renewal of their respective permit shall file a written application under penalty of perjury on the required form with the Director of Planning and Building or designee(s) who will conduct a review. The application shall be accompanied by a nonrefundable filing fee established by the City Council to defray the cost of the review required by this article. An applicant shall be required to update the information contained in their original permit application and provide any new and/or additional information as may be reasonably required by the Director of Planning and Building or designee(s) in order to determine whether said permit should be renewed. 5. Appeal of Denial of Regulatory Safety Permit / Denial of RSP Renewal The City Manager or his or her designee(s) will review all Regulatory Safety Permit applications and renewal requests, along with all other relevant information, and determine if a RSP should be granted and/or renewed. If the City Manager determines that the permit shall not be granted and/or renewed, the reasons for denial shall be provided in writing to the applicant. No such denial shall become effective until the applicant for the regulatory safety permit and/or renewal has been notified in writing by certified mail of the right to appeal the denial decision pursuant to the provisions of Chapter 3 of this Code. If a timely appeal is filed, the denial shall be effective only upon decision of the City Council. Otherwise, the denial shall become effective after the timely appeal period has passed. The matter may be subject to judicial review under the provisions of California Code of Civil Procedure Sections 1094.5 and 1094.6. Section 40-9.1. Commercial Cannabis Testing Facility/Laboratory Selection Process. 1. Commercial Cannabis Testing Facilities/Laboratories — Registration Application (Phase 1) and Regulatory Safety Permit (Phase 2) Required a. Every Commercial Cannabis Testing Facility/Laboratory shall apply for the Phase 1 (Registration Application) and Phase 2 (Regulatory Safety Permit Application) in the manner described in Section 40-9, except that the Director of Planning and Building may accept Phase 1 and Phase 2 applications for a Commercial Cannabis Testing Facility/Laboratory concurrently, and shall review such applications and issue the Regulatory Safety Permit Application without consideration of the merit based point Ordinance No. NS -XXX Page 22 of 33 11 B-24 system, insofar as the applications satisfy all other requirements of this article and Chapter 18. b. Applications for a Commercial Cannabis Testing Facility/Laboratory shall be accepted during normal City Hall business hours and are not subject to the 30 -day Phase 1 or Phase 2 application periods. Section 40-10. Audits. Annual audits. No later than June 30th of every year, each licensed commercial cannabis business shall file with the City an audit or financial review of its operations of the previous calendar year. The form and contents of the document shall be specified by the Executive Director of Finance and Management Services, or his or her designee(s). Section 40-11. Inspection and enforcement responsibilities. The Code Enforcement Division of the Planning and Building Agency may enter and inspect the location of any commercial cannabis business between the hours of 7:00 a.m. and 10:00 p.m., or at any reasonable time, to ensure compliance with this article. In addition, any police officer may enter and inspect the location.of any commercial cannabis business and the recordings and records maintained as required by this article, except that the inspection and copying of private medical records shall be made available to the police department only pursuant to a properly executed search warrant, subpoena, or court order. It is unlawful for any owner, responsible person, landlord, lessee, member including but not limited to a member engaged in the management), or any other person having any responsibility over the operation of the commercial cannabis business to refuse to allow, impede, obstruct or interfere with an inspection, review or copying of records and closed-circuit monitoring authorized and required under this article, including but not limited to, the concealment, destruction, and falsification of any recordings, records, or monitoring. Section 40-12. Violation and enforcement. 1. Violation/enforcement. Each and every violation of this article shall constitute a separate violation and shall be subject to all remedies and enforcement measures authorized by this Code. Additionally, as a nuisance per se, any violation of this article shall be subject to injunctive relief, revocation of the commercial cannabis business Regulatory Safety Permit, revocation of the certificate of occupancy for the location, disgorgement and payment to the City of any and all monies unlawfully obtained, costs of abatement, costs of investigation, attorney fees, and any other relief or remedy available at law or equity. The City may also pursue any and all remedies and actions available and Ordinance No. NS -XXX Page 23 of 33 11 B-25 applicable under local and State laws for any violations committed by the commercial cannabis business and persons related or associated with the business. 2. Suspension or revocation. When an authorized City of Santa Ana representative finds that any person holding a Regulatory Safety Permit under the provisions of Chapter 40 has violated the provisions of this chapter or is found guilty of conduct which would form the basis of denial of the Regulatory Safety Permit as set forth in Article XIII of Chapter 18, s/he may revoke or suspend the permit. No such revocation shall become effective until the Regulatory Safety Permit holder has been notified in writing by certified mail of the right to appeal the revocation decision pursuant to the provisions or Chapter 3 of this Code. If a timely appeal is filed, the revocation shall be effective only upon decision of the City Council. Otherwise, the revocation shall become effective after the timely appeal period has passed. Section 40-13. Transfer of Ownership. 1. Upon the transfer of any interest in a commercial cannabis business, the Regulatory Safety Permit shall be null and void. Any person, firm or entity desiring to own and operate the commercial cannabis business shall make a new Regulatory Safety Permit application. Prior to or concurrent with the submission of said application the transferee shall obtain all required business licenses, post all required security deposits, acquire all necessary, certificates, permits or other licenses allowing the doing of any act which the person paying or holding the same would not otherwise be entitled to do; and any permit, license, variance or other instrument of approval or evidence that any conditions exist as required by any other section of this Code or by any statute or code provisions of the state must first be obtained or complied with before the doing of any act or thing for which it is required. A fee as established by resolution of the City Council shall be payable for each such application involving transfer of any interest in an existing commercial cannabis retail business. The provisions of this section shall apply to any person, firm, or entity applying for a Regulatory Safety Permit for premises previously used as such establishment. 2. Any such transfer of any interest in an existing commercial cannabis business or any application for an extension or expansion of the building or other place of business of the commercial cannabis retail business shall require inspection and compliance with section 40-11 of this article. 3. The owner or operator of a commercial cannabis business shall be responsible for notifying the City of any intention to rename, change management, or convey the business to another person/entity. Notification to the City must be made a minimum of sixty (60) days prior to such transfer. Ordinance No. NS -XXX Page 24 of 33 11 B-26 Section 40-14. Limitations on the City's Liability. To the fullest extent permitted by law, the City shall not assume any liability whatsoever, with respect to approving any Regulatory Safety Permits pursuant to this article or the operation of any commercial cannabis business approved ,pursuant to this chapter. As a condition of approval of a Regulatory Safety Permit as provided in this chapter, the applicant or its legal representative shall: 1. Execute an agreement indemnifying the City from any claims, damages, injuries or liabilities of any kind associated with the registration or operation of the commercial cannabis business or the prosecution of the applicant or business or its members for violation of federal or State laws; 2. Maintain insurance in the amounts and types that are acceptable to the City Attorney or designee; 3. Name the City as an additionally insured on all City required insurance policies; 4. Agree to defend, at its sole expense, any action against the City, its agents, officers, and employees related to the approval of a Regulatory Safety Permit; and, 5. Agree to indemnify and reimburse the City for any court costs and attorney fees that the City may be required to pay as a result of any legal challenge related to this ordinance and/or the City's approval of a Regulatory Safety Permit. The City may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve the operator of its obligation hereunder. Section 40-15. Fees and Taxes. All commercial cannabis businesses shall pay applicable fees and taxes, which shall include one or more of the following: 1. Application Fees. The business owner shall submit a non-refundable fee to cover the cost of processing an application for the commercial cannabis business. These fees may be divided into two fees according to Registration Application Fee (Phase 1) and RSP Application Fee (Phase 2). 2. Regulatory Safety Permit Renewal Fees. The business owner shall submit a non-refundable fee to cover the cost of processing an application renewal annually. 3. Business License Taxes. The business owner shall at all times maintain a current and valid City of Santa Ana business license and shall pay all business license taxes, deposits, charges, fees, deficiencies, penalties, interest, and other associated Ordinance No. NS -XXX Page 25 of 33 11 B-27 assessments as may be required pursuant to ordinances of the City of Santa Ana and/or the Santa Ana Municipal Code. 4. Operating Agreement Fees. 5. Additional cannabis -specific gross receipts, excise taxes, or other municipal tax approved by the voters of the City of Santa Ana. 6. All required state taxes including sales and use taxes, business/franchise or income taxes, payroll taxes, etc. 7. All required federal taxes. Section 4. Section 18-611 of Article XIII of Chapter 18 of the Santa Ana Municipal Code is hereby amended to read in full as follows: Sec. 18-611. - Definitions. (Not in alphabetical order) (a) "Cultivation" and/or "Cultivate" shall mean the planting, growing, harvesting, drying, curing, grading or trimming of one (1) or more marijuana plants or any part thereof, as set forth in Business and Profession Code § 26001 (1) as amended from time to time. (b) "Medical marijuana collective" or 'cooperative" or "collective" means any facility or location where medical marijuana is made available and/or distributed by or to one (1) or more of the following: a primary caregiver, a qualified patient or a person with an identification card in strict accordance with California Health and Safety Code Section 11362.5 et seq., as sometimes amended. This term shall include any legal form of business recognized in the State of California. A "medical marijuana collective" shall not include the following uses, as long as the location of such uses are otherwise regulated by this Code or applicable law: a clinic licensed pursuant to Chapter 1 of Division 2 of the Health and Safety Code, a health care facility licensed pursuant to Chapter 2 of Division 2 of the Health and Safety Code, a residential care facility for persons with chronic life-threatening illness licensed pursuant to Chapter 3.01 of Division 2 of the Health and Safety Code, a residential care facility for the elderly licensed pursuant to Chapter 3.2 of Division 2 of the Health and Safety Code, a residential hospice or a home health agency licensed pursuant to Chapter 8 of Division 2 of the Health and Safety Code, as long as such use complies strictly with applicable law including, but not limited to, Health and Safety Code Section 11362.5 et seq. (c) 'Identification card" shall have the same definition as that contained in Health and Safety Code § 11362.7 et seq., as sometimes amended. (d) "Manager" means any person responsible for the establishment, organization, supervision, or oversight of the operation of a Collective, including but not limited to Ordinance No. NS -XXX Page 26 of 33 11 B-28 members who perform the functions of president, vice-president, director, operating officer, financial officer, secretary, or treasurer. Ability to control one (1) or more of the following functions shall be prima facie evidence that such person is a manager: (1) To hire, select, or separate employees or staff, including volunteers; (2) To acquire facilities, furniture, equipment or supplies other than occasional replenishment of stock; (3) To disburse funds of the business other than occasional expenditures for replenishment of stock; or (4) To make, or participate in making, policy decisions relative to the operations of the business. (e) "Marijuana" shall have the same definition as that contained in Health and Safety Code § 11018 as sometimes amended. (f) "Medical marijuana" shall have the same definition as that contained in Health and Safety Code § 11362.5 et seq., as sometimes amended. (g) 'Primary caregiver" shall have the same definition as that contained in Health and Safety Code § 11362.5 and 11362.7; as sometimes amended. (h) "Qualified patient' shall have the same definition as that contained in Health and Safety Code § 11362.5 as sometimes amended. (i) 'Private Residence" shall have the same definition as that contained in Health and Safety Code sections 11362.2(5) and 17922. A recreational vehicle does not constitute a lawfully established structure for the purposes of this article. Q) 'Premises" means a single, legal parcel of property. Where contiguous legal parcels under common ownership or control, such contiguous legal parcels shall constitute a single "premises" for purposes of this chapter. (k) "Parcel' means property assigned a separate parcel number by the Orange County assessor. (1) "Marijuana Products" shall have the same definition as that contained in Health and Safety Code section 11018.1. (m) "Marijuana Accessories" shall have the same definition as that contained in Health and Safety Code section 11018.2. (n) "Personal Cultivation" shall mean the planting, growing, harvesting, drying, curing, grading or trimming of marijuana plants for personal use within a private residence or accessory structure to a private residence. (o) "Commercial Cultivation" shall mean the planting, growing, harvesting, drying, curing, grading or trimming of marijuana plants in any structure other than a private residence. Ordinance No. NS -XXX Page 27 of 33 11 B-29 (p) "Outdoor Cultivation' shall mean the planting, cultivating, growing, harvesting, drying, curing, grading or trimming of marijuana plants in any location within the City of Santa Ana that is not within a fully enclosed and secure structure. (q) "Fully enclosed and secure structure" means a space within a building, greenhouse or other structure which has a complete roof enclosure supported by connecting walls extending from the ground to the roof, which is secure against unauthorized entry, provides complete visual screening, and which is accessible only through one or more lockable doors. (r) "Delivery" means the commercial transfer of medical cannabis or medical cannabis products from a dispensary, up to an amount determined to be authorized by the State of California, or any of its departments or divisions, to qualified patients and their caregivers. "Delivery" also includes the use by a dispensary of any technology platform owned, controlled, and/or licensed by the dispensary, or independently licensed by the State of California under the State law (as amended from time to time), that enables anyone to arrange for or facilitate the commercial transfer by a licensed dispensary of medical cannabis or medical cannabis products. For the purposes of this article, "delivery" does not include distribution or purchase of cannabis from a licensed cultivator, and cannabis products from a licensed manufacturer, for sale to a licensed dispensary or a wholesale establishment. (s) "Dispensary" means a premises where medical cannabis or medical cannabis products, or devices for the use of medical cannabis or medical cannabis products are offered, either individually or in any combination, for retail sale, including an establishment that delivers, pursuant to Business and Professions Code § 19340, medical cannabis and medical cannabis products as part of a retail sale. (t) "Responsible person" means any of the following: (1) A person who causes a Code violation to occur. (2) A person who maintains or allows a Code violation to continue, by his or her action or failure to act. (3) A person whose agent, employee, or independent contractor causes a Code violation by its action or failure to act. (4) A person who is the owner of, and/or a person who is a lessee or sub lessee with the current right of possession of, real property where a property -related Code violation occurs. (5) A person who is the on-site manager of a business who normally works daily at the site when the business is open and is responsible for the activities of such premises. For the purposes of this section "person" includes a natural person or legal entity, and the owners, majority stockholders, corporate officers, trustees, and general partners of a legal entity. Ordinance No. NS -XXX Page 28 of 33 11 B-30 (u) "Distribution" means the procurement, sale and transport of cannabis and cannabis products between entities licensed pursuant to the Medicinal and Adult -Use of Cannabis Regulation and Safety Act, and any subsequent State of California legislation regarding the same. (v) 'Testing Facility' or "Testing Laboratory" defined in the Business and Professions Code section 26001, as amended from time to time, means a laboratory, facility, or entity in the State that offers or performs tests of cannabis or cannabis products and that is both of the following: a) Accredited by an accrediting body that is independent from all other persons involved in commercial cannabis activity in the State; and, b) Licensed by the Bureau of Cannabis Control. Section 5: Section 18-620 of Article XIII of Chapter 18 of the Santa Ana Municipal Code is hereby amended to read in full as follows: Sec. 18-620. - Compliance with this article and state law. (a) It is unlawful for any person to: (i) Cause, permit or engage in the cultivation, possession, distribution or giving away of marijuana, or (ii) Own establish, operate, use or permit the establishment or operation of a medical marijuana collective or cooperative, or to participate as an employee, contractor, agent, responsible person or volunteer of a collective or cooperative, except as provided in this article, and pursuant to any and all other applicable local and state laws. (iii) The prohibition in subsection (ii) above includes, renting, leasing, or otherwise permitting a medical marijuana business to occupy or use a location, vehicle, or other mode of transportation. (b) It is unlawful for any person to cause, permit or engage in any activity related to medical marijuana except as provided in Health and Safety Code Sections 11362.5 et seq., and pursuant to any and all other applicable local and state laws. (c) It is unlawful for any person to knowingly make any false, misleading or inaccurate statements or representations in any forms, records, filings or documentation required to be maintained, filed or provided to the City under this article, or to any other local, state or federal government agency having jurisdiction over any of the activities of collectives. Ordinance No. NS -XXX Page 29 of 33 11 B-31 (d) It shall be the sole responsibility of the members engaged in the management of the collective to ensure that the collective is at all times operating in a manner compliant with all applicable state laws and this article. Nothing in this article shall be construed as authorizing any actions which violate state law with regard to the cultivation, transportation, provision, and sale of medical marijuana. (e) Cultivation of Marijuana. (1) Personal Cultivation. Individuals 21 years of age or older may plant, cultivate, harvest, dry, or process up to (6) living marijuana plants for personal use in a private residence or accessory structure to a single private residence in the City of Santa Ana and must comply with the following requirements: (i) The marijuana cultivation area shall be located indoors within a private residence or accessory structure on a single parcel of property; (ii) No more than six (6) living marijuana plants is permitted for indoor personal cultivation; (iii) Marijuana in excess of 28.5 grams produced by plants kept for indoor personal cultivation must be kept in a locked space on the grounds of the private residence not visible from the public right -of way. (iv) There shall be no exterior visibility or evidence of marijuana cultivation outside the private residence from the public right-of-way, including but not limited to any marijuana plants, equipment used in the growing and cultivation operation, or any light emanating from the cultivation; or (v) The cultivation may not violate any California Building, Electrical or Fire Codes or any other health and safety standards. (2) Commercial Cultivation. Commercial cultivation of marijuana or medical marijuana is prohibited anywhere in the City. No person, including a qualified patient or primary caregiver, shall engage, permit, or participate in the commercial cultivation of marijuana in the City. (3) Outdoor Cultivation. Outdoor cultivation of marijuana or medical marijuana is prohibited anywhere in the City. No person, including a qualified patient or primary caregiver, shall engage, Ordinance No. NS -XXX Page 30 of 33 11 B-32 permit, or participate in the outdoor cultivation of marijuana in the City. (4) Nuisance (i) It is hereby declared to be unlawful, a public nuisance, and a violation of this Chapter for any person owning, leasing, occupying, or having charge or possession of any parcel within the City to cause or allow such parcel to be used for the cultivation of marijuana, unless the person is authorized by state law to grow marijuana within a private residence, and such authorized person is complying with all requirements of this Chapter. (5) Public Nuisance Prohibited (i) It is hereby declared to be unlawful and a public nuisance for any person owning, leasing, occupying, or having charge or possession of any parcel within the City to create a public nuisance in the course of cultivating marijuana plants or any part thereof in any location, indoor or outdoor. A public nuisance may be deemed to exist, if such activity produces: (1) Odors which are disturbing to people of reasonable sensitivity residing or present on adjacent or nearby property or areas open to the public; (2) Repeated responses to the parcel by law enforcement personnel; (3) A repeated disruption to the free passage of persons or vehicles in the neighborhood, excessive noise which is disturbing to people of normal sensitivity on adjacent or nearby property or areas open to the public; (4) Any other impacts on the neighborhood which are disruptive of normal activity in the area including, but not limited to, grow lighting visible outside the dwelling, excessive vehicular traffic or parking occurring at or near the dwelling, and excessive noise emanating from the dwelling. (5) Outdoor and Commercial growing and cultivation of marijuana. (f) A permitted medical marijuana dispensary may deliver medical marijuana only to a qualified patient or caregiver. Medical marijuana delivery services by dispensaries possessing regulatory safety permits must comply with Business and Professions Code §19340. Delivery of cannabis from a dispensary permitted Ordinance No. Ns -XXX Page 31 of 33 11 B-33 pursuant to this Chapter can only be made in a city or county that does not expressly prohibit it by ordinance. Delivery services by dispensaries not in possession of regulatory safety permits is expressly prohibited. (g) Testing Facilities/Laboratories for Medicinal and Adult -Use Cannabis as defined in Chapters 18 and 40 of the Santa Ana Municipal Code (SAMC) are permitted subject to the regulations and standards contained within Chapter 40 of the SAMC. Section 6. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of 2018. APPROVED AS TO FORM Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney Miguel A. Pulido Mayor 11 B-34 Ordinance No. NS -XXX Page 32 of 33 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 Ordinance No. NS- to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2018, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 11 B-35 Ordinance No. NS -XXX Page 33 of 33 11 B-36 CITY OF SANTA ANA SPECIAL MEETING OF THE LEGISLATIVE AFFAIRS, ETHICS, TRANSPARENCY & COMMUNICATIONS COUNCIL COMMITTEE Wednesday, January 31, 2018 12:00 pm AGENDA CALL TO ORDER City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Vicente F. Sarmiento Mayor Pro Tem Michele Martinez Recording Secretary: Rosa Flores PUBLIC COMMENTS - Members of the public are allowed three minutes to speak on agenda items or matters within the jurisdiction of the Committee. AGENDA ITEMS Elect Chair and Vice Chair RECOMMENDED ACTION: Select Chair and Vice Chair. 2. Review and Approve Proposed Meeting Schedule for this Committee RECOMMENDED ACTION: Approve Proposed Meeting Schedule. 3. Approval of Minutes of the October 4, 2017 Legislative Affairs, Ethics and Transparency Council Committee Meeting RECOMMENDED ACTION: Approve minutes. 4. Receive and File Legislative Updates from: • Federal: Holland & Knight • State: Townsend Public Affairs NIf you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 6475624. Please call priorto the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title Il, 28 CFR 35.102] Santa Ana City Council Miguel A. Pulido, i Michele Martinez i wceme F. Sarmiento i Jose solorio i P. David Benavides i Juan Villegas i Sal TUaiem Mayori Mayor Pm Tem i Ward Ward i Ward i Ward i Ward em,rm�m.uMm i Ward i 1rsa,me..wao i dmtm�sroun i oe.,,awd.saedei-m..� i .�n�a,+.8sa..+,�a-mu.,a i se„aaencwaa� i 1.9L�Iiv�svllamavn i i i i City Hall, 20 Civic Center Plaza • P.O. Box 1988 • Santa Ana, California 92702 Mayor & Council Telephone: 714.647-6900 • Agenda 19*'111: 714-647.5200 . Website: www.santaana.orn 5. Review and Discussion of Legislative Scorecard 2017 {Strategic Plan No. 1 through 71 — Jorge Garcia, City Managers Office 6. Review and Discussion of Legislative Platform 2018 {Strategic Plan No. 1 through 71 — Jorge Garcia, City Managers Office Discussion on Citywide Communications {Strategic Plan No. 1 through 7} — Councilmember Vicente Sarmiento 8. Grants Update: Receive and file the preliminary 2017 Schedule of Federal Awards {Strategic Plan No. 1 through 7} — Jorge Garcia, City Managers Office 9. Review and Take a Position on Legislative Bills - {Strategic Plan No. 1 through 7} — Jorge Garcia, City Managers Office 10. Discuss and Approve the Code of Conduct and Ethics Policy - {Strategic Plan No. 1 through 7} COMMITTEE MEMBER COMMENTS ADJOURNMENT — The next Legislative Affairs, Ethics and Transparency Committee meeting will be held on March 28, 2018 at City Hall, Ross Annex Room 1600, 20 Civic Center Plaza, Santa Ana, CA. The complete Strategic Plan document is available at.http://www.santa-ana org/strategic- planning/ Legislative Affairs Council Committee Agenda 2 — January 31. 2018 CITY OF SANTA ANA SPECIAL MEETING LEGISLATIVE AFFAIRS, ETHICS AND TRANSPARENCY COUNCIL COMMITTEE MINUTES January 31, 2018 An audio recording of this meeting is available on the City of Santa Ana website, hi[p: ror:\ .. CALLED TO ORDER The meeting was called to order at 12:09 pm by Mayor Pro Tem Michele Martinez at City Hall Ross Annex, Room 1600. ATTENDANCE Members Present: Councilmember Vicente F. Sarmiento Mayor Pro Tem Michele Martinez Staff Present: Judson Brown; Sonia Carvalho; Julie Castro -Cardenas; Robert Cortez; Yesenia Cruz; Casey Elliott; Rosa Flores; Jorge Garcia; Raul Godinez; Nicole Houston; Maria Huizar; Daisy Perez; Norma Mitre -Ramirez. Also present were Chris Townsend, Casey Elliott, and Corrie Williams from Townsend Public Affairs; Dan Maldonado and Leslie Pollner from Holland & Knight via telephone. Public Comments No Comments 1. Election of Committee Chair and Vice -Chair MOTION: Nomination of Councilmember Sarmiento for Committee Chair. MOTION: Sarmiento SECOND: Martinez VOTE: AYES: Sarmiento, Martinez NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 2. Review and Approve of Meeting Schedule MOTION: Review and Approve Committee meeting schedule for 2018 MOTION: Martinez SECOND: Sarmiento VOTE: AYES: Sarmiento, Martinez NOES: None (0) ABSTAIN: None (0) Special Meeting - Legislative Affairs, Ethics and Transparency Council Committee Minutes J 1, 8 g 1 ABSENT: None (0) 3. Approval of Minutes of the October 4, 2017, Legislative Affairs, Ethics and Transparency Committee Meeting MOTION: Approve minutes. MOTION: Martinez SECOND: Sarmiento VOTE: AYES: Sarmiento, Martinez NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) AGENDA ITEMS 4. Federal Legislative Update from Holland & Knight Leslie Pollner started the updated by talking about the President's State of the union speech and items that impact the Federal level: immigration, DACA and homelessness. Funding Package will be debated and will have significant impacts to Santa Ana. A lot of uncertainty at this point. Chair Sarmiento stated he would like all the updates that are provided by Lobbyists to be connected to issues with Santa Ana so that the information is relevant. Verbal report okay but as they go through the updates, see how updates relate to Santa Ana, such as streetcar, immigration, sanctuary city, and exposure on grants. Like to see a connection to what Santa Ana will experience as a benefit or detriment to what is being done in Washington, tie to what we have pending. Dan mentioned the funding package that is being discussed at the Federal level has an impact to the OC Streetcar, Home funds, CDBG, 2020 Census. DACA discussion at the federal level affects people that live in Santa Ana that are DACA recipients. Vice -Chair Martinez, mentioned Census 2020 is critical this year and it's vital that the City collaborate with local, regional, and state organizations to establish an effective strategy to obtain an accurate count. Not about dollars but about redistricting. Dan Maldonado mentioned constitutionally, apportionment of seats is critical. If depress count, money that should come to California and cities is much lower; even without a change in budget numbers. Dan suggested partnerships with groups such as NALEO and SCAG, as mentioned by Vice -Chair Martinez. MPT Martinez asked how can Holland and Knight track and monitor the Legislative Platform and monitor high priority items, track those priorities so we can report back to City Council so they understand the direction the committee is going. She mentioned the meeting minutes of this committee are not very detailed. We should ensure that we have some wins for those items on the Legislative Platform at the end of the year rather than just monitor issues. Dan Maldonado said that they would come back with some action items for specific items on the census. He and Leslie are having meetings and discuss on policy and agency side. Special Meeting - Legislative Affairs, Ethics and Transparency Council Committee Minutes laT3,44 Chair Sarmiento stated that because the Committee meets quarterly, it's important we really focus on key issues. Mariivana — Attorney Session uncertainty for states like California who has legalized marijuana. Amendment to appropriation bills that says federal funds cannot be used to prosecute legal marijuana establishments. An effort to legalize marijuana generally and language being looked at. Immigration — Chair Sarmiento funds that we could potential lose because of our sanctuary city status. We are on a list of target cities. No funds for COPS grant but UASI funds received. Local cities should have a seat at the table to decide how funds are allocated. MPT stated she would like to see a monthly report giving updates on legislation and our top priorities, did they pass or not, going into next session. Also, receive a list of grants that are available at the Federal and State level. She asked if we directed City Attorney to put a memo together find Elected Officials were arrested because we are a sanctuary city, and would the City cover the legal expenses. She mentioned we've never had a citizenship ceremony in the City, could we have that. What are the requirements, how much does it cost? Homelessness - What are ways of laws & funding that could mitigate homelessness, what are ways that we can work better with the State/County officials to establish pilot programs and identify ways to receive additional funds for drug and mental pilot programs? Funds go to State and County, doesn't go to local level — how can we receive funding to provide housing for homeless individuals. Innovation - Cyber Security — need to obtain additional funds at local level. Could we use UASI funds to help with Cyber Security measures? Not much funding is dedicated to this issue. We need fiber network funds to bridge the digital divide. Would be nice to have a Smart Streetcar. The OC Streetcar does not have funding to provide WiFi on the Streetcar. Chair Sarmiento reiterated the monthly report address the key issues of the Committee. He would also like information on Opportunity Zones included. Vice -Chair mentioned first time buyer program and related legislation, look at the lending criteria and how we can work to promote homeownership locally. State Legislative Update from Townsend Public Affairs Casey Elliott stated they provide monthly reports in the fashion requested by Chair Sarmiento and Vice -Chair Michele Martinez. Opportunity Zones - Casey Elliott spoke about GOBlz. GoBiz recommends City should send them a letter with relevant data and criteria indicating the City is interested in the opportunity zones and has a district that would qualify for Opportunity Zones. Sexual Harassment - Legislation that is coming up that relates to Sexual Harassment in the workplace that will affect government and local elected officials. Elected Officials could be personally liable for costs employers encumber related to Sexual Harassment. Bills have not moved through legislation yet. Special Meeting - Legislative Affairs, Ethics and Transparency Council Committee Minutes e Chair Sarmiento asked the City Attorney if we defer to the State or if we have our own internal policy? City Attorney Carvalho mentioned we have a harassment policy that was updated in the last two years to address an issue we had. We have policies that guide us but recommends we do best practices review as it's been a while since this has been done. Chair Sarmiento recommended a draft policy to address subordinate relationships. Since we had an incident in our City, we identified someone who could do this for us. requested that the draft policy on subordinate relationships be brought before the Legislative Affairs Council Committee. He also requested that sexual harassment training or updates be brought forth to EEs and City Council so that we are up to date with this policy/practice. Vice -Chair Michele Martinez asked if we have a policy for employees to report a hostile work environment and what the process is. City Attorney Carvalho mentioned we must investigate all incidents reported. She stated all departments has a process they use. Her office has prepared a detailed process with samples and this was presented to the Personnel Department. MPT Martinez recommended she and City Manager bring back one citywide policy they recommend for the City Council to take action. Vice -Chair Michele Martinez directed Councilmembers to consolidate the sexual harassment policy citywide that would also apply to elected officials. Chair Sarmiento indicated perhaps this could be covered under the Code of Conduct Policy, which will be discussed a little later in this meeting. State Budget — the Governor presented his budget mid-January, which will be revised in May 2018. Governor fully funded the State's Rainy Day fund, which may be debatable. No Place Like Home Funding and SB2 Funding will most likely be the bigger funding sources for housing & homeless. Home Funding funds go to the County first, then the City. SB2 funds go directly to the City. Jorge Garcia stated that Big 11 is advocating for state match of funds, dollar for dollar, to go directly to cities. Not a lot of details but Chris mentioned that the Governor's Budget includes $20M set aside for Census preparation. Cannabis - State is working on issuing licenses, no policy changes suggested this year thus far, emergency regulations are still in effect. State is welcoming any feedback from local jurisdictions to include in the permanent regulations for cannabis. Chair Sarmiento are there any bills that are expunging marijuana charges and asked TPA to track this item. Cannabis grant funding opportunities — what are the opportunities at the state level? The grants may come before the 19-20 Budget. Public Safety grants will be the first to become available to help with the enforcement aspect of cannabis. SB 649 — Carryover from last year, Wireless Communications. Chris Townsend reported President's national security council is looking at federalizing transmission infrastructure for 5Gs that need to be installed. Chair Sarmiento mentioned to staff to work closely with our TPA's so they can identify opportunities for the City. He also mentioned the homelessness crisis that needs to be Special Meeting - Legislative Affairs, Ethics and Transparency Council Committee Minutes lon fp(312Ot addressed at the local level and we need to do a better job about tracking the issue and identifying ways to address this problem. They can bring items to the committee that is right for our City so we can be more proactive. Vice -Chair Martinez asked can TPA if they can start the dialogue with Nguyen & Daly to carve out additional funding for County Seat cities like Santa Ana to receive additional funds to address homelessness. Also, work with legislators for active transportation funding. The RFP process takes too long. Civic Center Masterplan - who can the City speak with to create a Civic Center Masterplan and find out why the State Building was vacated. We would like to know why the building was vacated. 5&6. Review and Discussion of Legislative Scorecard 2017 and Legislative Platform 2018 Jorge Garcia spoke about the Platform format changed to add more detail and add our accomplishments. Would like to discuss agenda item #6, if okay with Chair. We changed the 2018 platform based on feedback from this committee. Wanted to be more direct and be more specific to Santa Ana's needs. One on one meetings were held with department heads for their input. Would like to have a one-page document of 2018 priorities. If agreed, we can revise so the City Council can adopt. Jorge Garcia outlined the new guidance document on the letters of support/opposition so the process is not vague but clear to all. Guiding principles are the same. This is for State and Federal issues. Jorge would like the yearend scorecard to show performance measures. Chair Sarmiento asked language on the third item on first page under Community Safety be added so it reads "enhancing public trust and accountability". Vice -Chair wants Outreach and Engagement add Naturalization Ceremony. She also requested that the local elected officials come to the Legislative Affairs Council Committee meeting to provide an update or full City Council, make this an institutionalized practice. Vice -Chair Martinez asked if IT can add a legislative dashboard to the City's website so that we can show the legislative progress. Jorge Garcia reported he is meeting with the local elected officials on a quarterly basis Citywide Communications Update Chair Sarmiento asked for an update on the search for a Communications Manager. City Manager Godinez reported that there is one candidate who is a finalist. He is negotiating, trying to work out a modified work schedule; part of the delay has to do with the work schedule. The City Manager wants to create an internal work schedule policy if we agree to let the individual to have a modified work schedule. Vice -Chair Martinez forgot to mention that the TPA identify any potential dollars that will help with seismic retrofitting to prepare for a large earthquake. Vice -Chair Martinez stated on communications that this is one of the most important positions that the City Manager will hire, so the person should be well versed in the social media platform and have excellent story telling/writing capabilities. It will be imperative to Special Meeting - Legislative Affairs, Ethics and Transparency Council Committee Minutes laTeptegAe27 how we communicate to residents and business. This position cannot be a traditional civil service job but the position needs flexibility and work remotely so we need to be flexible. Chair Sarmiento stated he hopes we don't go out to recruit again. This will be an untraditional position and we need to have resources. We need a sophisticated communications team. We should consider a contract employee like our City Attorney. He mentioned no one from the public is at this meeting and we need to message the Council Committees meetings more to the public so that there's residents in attendance at the meetings. Chair Sarmiento expects that we have someone hired by the next Legislative Affairs meeting, either full-time or contract. Vice -Chair mentioned we have the platform to communicate our public meetings and that we need to be creative to engage the community. 8. Grants Update Jorge Garcia briefly mentioned that CEFA total number of our expenditures for Federal Grants is $60M, which is up from last year. The numbers should continue to increase if we continue to secure grants. 9. Review and take position on Legislative bills We don't have anything. This will be a recurring item as items come up in legislation. Every Councilmember will receive copies of letters and reports so everyone is aware. 10. Code of Conduct and Ethics Policy City Clerk of the Council Maria Huizar stated there has been a collaborative effort by three departments: City Manager, City Attorney and Clerk of the Council to produce a policy. Asking committee if they would like to assign to a department. Vice -Chair stated this is overdue and is still missing some items such and doesn't want to move forward if everything is not in place. A Sexual harassment policy needs to be in place that applies to Executive team, including Mayor and City Council and Executive Directors. Need a comprehensive approach. Does not necessarily need to come back to the Committee but can be taken to Council. Chair Sarmiento wants the following included in the policy: o Sexual Harassment o Disclosure of relationships (Elected, EMT, Commissioners, and appointees) o Identify if you've received sanctions by the FPPC o If you are a lobbyist o Identify if individual working with former employee o Identify what relationships the contractors have with City staff and/or officials Chair Sarmiento stated this should be brought back to work on the ancillary items then take to the full City Council. Vice -Chair stated contractors should be included. City Manager stated this policy is titled "council censure of conduct policy to enforce Ethics Policy" seems to be Council focused. Clerk Huizar stated this was the direction of previous Committee to apply only to elected officials and would not be open to the public to file Special Meeting - Legislative Affairs, Ethics and Transparency Council Committee Minutes /aIZ 2 8 complaints, but Councilmember to Councilmember. Chair doesn't want this to be an instrument that can be used against each other. Clerk Huizar stated for clarification, when code of ethics was first implemented, felt it was a value based policy. The directive is not to have some sanctions in place for those who signed the policy. Chair Sarmiento would like to include options and alternatives on punitive measures/sanctions that could be incorporated into the policy. Vice -Chair Martinez mentioned the Sunshine ordinance and asked if staff and City Council is in compliance? Staff are having meetings that don't appear on the posted calendars. When does the City Attorney conduct an investigation. When she feels an investigation is warranted, she needs to obtain authority from the City Manager. We need to revise the charter to give the City Attorney authority to move forward with investigations. Chair Sarmiento thanks staff for putting all this together. He mentioned if an item is time sensitive and there are too many items on the agenda, the item could get pushed to another meeting so we keep this meeting on track. COMMITTEE MEMBER COMMENTS No Comments FUTURE AGENDA ITEMS • None ADJOURNMENT: The meeting was adjourned at 1:54 pm. The next Committee will be held at noon on March 28, 2018. Rosa Flores Recording Secretary City Manager's Office Special Meeting - Legislative Affairs, Ethics and Transparency Council Committee Minutes J�td�-)/�1`gll 11 a��a'g� 7 ��77 13A-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: RECEIVE AND FILE PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR MARCH 2018 {STRATEGIC PLAN NO. 5, 1} CITY NAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 101 Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Public Works Agency Status of Projects - Monthly Capital Improvement Program Executive Report for March 2018. DISCUSSION The March 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://www.santa-ana.ora/pwa/documents/ExecutiveMonthlyCI PUpdateMarch2018.pdf The following remarks are provided to note significant matters related to CIP projects: Thornton Park Neighborhood Water Main Improvements This project will replace approximately 7,500 feet of aging domestic water mains and services in the Thornton Park Neighborhood. The design consultant, Rick Engineering Company, has recently been selected and is ready to kick off design efforts. Construction of this project is anticipated to begin in late Fall 2018. Columbine Street - Sewer Main Improvements This project is currently in the design stage. The project is located east of the 55 Freeway and south of Alton Parkway. This project has been put on hold due to a large commercial development within the area, which is the former ITT Canon site. This development will increase the existing sewer flows, potentially creating a sewer surcharge on the existing main. The design will be resumed once the proposed plans for the development are approved by the City and the necessary flow studies have been reviewed and approved. 19C-1 Monthly CIP Executive Report for March 2018 April 3, 2018 Page 2 Santa Ana Regional Transportation Center (SARTC) Bike Station: A new bicycle station at the SARTC is in the planning phase. Project is grant funded through the Bicycle Corridor Improvement Program. The station will provide secure bike parking, lockers and restroom/shower facilities. The Request for Proposals (RFP) to procure a consultant is currently under review and approval from Orange County Transportation Authority and the State of California, Department of Transportation. _ V\ 1 IVwVLGV Llu\G LQ]IGJ IIVIII LUIIIUOI LU 1 IIJL-lI LIVG I IQIIJIJUILQLIUII I-IUIQGI 1/ 1l This project will construct protected concrete bike lanes with landscape buffers on Bristol Street from Edinger Avenue to First Street. City staff is designing this project and is currently at 60% completion. Construction of this project is anticipated to begin in late Fall 2018. Main Street Rehabilitation (Edinger to First Street) This project will rehabilitate the pavement on Main Street from Edinger Avenue to First Street and in tandem with the South Main Vision Plan and South Main Street Corridor project. The goal of the South Main Vision Plan is to provide for greater walkability by implementing traffic calming features, enhanced crosswalks, pedestrian level street lighting, street trees, landscaping, park - lets, site furnishings, and metered parking. Following the kick-off meeting last fall, the conceptual layouts are in progress along with survey, geotechnical studies, utility coordination, and related traffic analyses. Contract documents are slated to be completed and released for bid advertisement by the winter quarter of 2018/19. The following projects have received approval for the California Transportation Commission Active Transportation Project (ATP) design phase funding allocation: Civic Center Bike Boulevard This project will implement a bicycle boulevard along Civic Center Drive from Broadway to Santiago Street. The project will include new curb bulb -out extension and traffic circles, along with updated signs and striping in the corridor, with additional protected left -turn arrow signals at Main Street and Civic Center Drive. The purpose of this project is to encourage additional active transportation, with an emphasis on enhancing use and safety by bicyclists and pedestrians on Civic Center Drive. Lincoln Avenue Pedestrian Pathway An RFP will be released upon approval to obtain a design services consultant to prepare improvement plans. This new pathway will be implemented on the west side of the Amtrak/Metrolink railroad and will provide pedestrian access from Park Lane to the existing creek pathway. It will also provide connectivity to the east side pedestrian trail from the creek to Fairhaven Ave. The purpose of this project is to encourage additional active transportation use, improve pedestrian connectivity, and to create new"live space." 19C-2 Monthly CIP Executive Report for March 2018 April 3, 2018 Page 3 Edinger Avenue Protected Bike Lanes This project includes the implementation of protected bike lanes east- and westbound on Edinger Avenue from the Santa Ana River Trail to Bristol Street. This project will enhance connectivity to the Santa Ana River Trail, encourage additional bicycling, and augment bicycle safety in the city. Sepulveda Avenue Safe Routes to School Protected Bike Lanes The project includes new curb bulb -out extensions on Poplar Street at Occidental and at Saint Andrews Place crossings, with new updated curb ramps along the suggested school routes around Jose Andres Sepulveda Elementary School. The purpose of this project is to encourage increased utilization and safety for bicyclists in Santa Ana. 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" GalvezrP_5' Acting Executive Director Public Works Agency Exhibit 1: CIP — Executive Summary Schedule may be reviewed at: http://www.santa-ana.orq/pwa/documents/ExecutiveMonthlyCI PUpdateMarch20l 8.pdf 19C-3 19C-4 00 N O N a" .888,88,88818888$'8 O8 N N 8 N V 8 r�Ni N N N N N N ry5 Z " N V < N V N N M «I 111 .y M T � | \§ ( _-- F;=»E»,lr�270FlEl :;E«,!§]!|!!!l!!i»�-�22=�"2;»>�E��§f(}&!! ;�!!!q}_! |!f,■| ![!iAs M..I l2•�!!E `}§!/f|;E|r| § �;7;|•!$;(!!|;�l�<) lzf!l�;t��l:;! f! - _� �9 §ms§!§■ ,» „ ■s, 1 � | a P | \ ( ) ■ 7 ■'■'■ §dA§ 'iM!'`ii |§ ! (|§ )§�\i§/(o|||(\( ■ 7 ■'■'■ §dA§ 'iM!'`ii |§ ! REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT TO RECOGNIZE HOUSING RELATED PARKS PROGRAM GRANT REVENUE AND PARK ACQUISITION AND DEVELOPMENT REVENUE FROM PRIOR YEARS FOR THE NEW PARK SITE AT 6TH & LACY (STRATEGIC PLAN NO. 5,4A) CIJYJMANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on ls� Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve an appropriation adjustment recognizing grant revenue in the amount of $518,109 in the Parks/Recreation Capital Grants revenue account (no. 16113002 52025) and appropriating funds to the Housing Related Parks Grant expenditure accounts (no. 16113267 66220). 2. Approve an appropriation adjustment recognizing District 2 Acquisition and Development funds from prior years in the amount of $415,066 in the Residential Development District 2 revenue account (no. 31213002 50001) and appropriating funds to the Residential Development District 2 expenditure accounts (no. 31213260 66220). DISCUSSION The State of California issued a Notice of Funding Availability for the Housing Related Parks Program to provide funds for parks and recreation projects that benefit the community and add to the quality of life. The program awards funds on a per -bedroom basis for residential units, affordable to very low- and low-income households, created or converted during the designated program year. The proposed project site is slightly less than half an acre of vacant land across the street from the Garfield Community Center and Elementary School. The project will include, but not limited to, playground equipment, shade structure, tables, community garden, walkways, signage, drought tolerant landscaping, fencing and other site amenities. 20A-1 Approve an Appropriation Adjustment to Recognize Housing Related Parks Program Grant Revenue and Park Acquisition and Development Revenue from Prior Years April 3, 2018 Page 2 Seven community outreach meetings were held to obtain input on the park design. Based on community input, the conceptual plan will be revised to include skating elements in the park. Public Works Agency is in the process of hiring the consultant to prepare the construction documents that will be used to issue the Invitation for Bids. The construction plans are expected to be completed in Fall 2018 and construction will begin in winter 2018. The Project is scheduled to be completed by early Summer 2019. On March 7, 2017 the City of Santa Ana City Council approved the submittal of an application for the proposed project. The Parks, Recreation and Community Services Agency was notified that the grant application was awarded $518,109. The City appropriated $130,645 in park Acquisition and Development (A&D) funds for this project, but an additional $415,066 is expected to be needed to complete the project. Staff is requesting approval an appropriation adjustment to recognize the grant funds and the additional A&D funds. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy A (Support the design and construction of parks to provide increased open space and opportunities for recreation throughout the city, construct the Roosevelt Walker Park and Community Center, and develop concepts and proposals for the Library Park in the Civic Center and Centennial Santa Ana River Eco -Park). FISCAL IMPACT The appropriation adjustments will recognize grant revenue and appropriate the funds in the following accounts for the following years: Unit FY 17/18 Revenue Accounts Parks/Recreation Capital Grants (no. 16113002 52025) $518,109 Residential Development District 2 (no. 31213002 50001) $415,066 Expenditures Accounts Housing Related Parks Grant - Improvements Other Than Building (no. 16113267 66220). $518,109 Residential Development District 2 - Improvements Other Than Building (no. 31213260 66220) $415,066 20A-2 Approve an Appropriation Adjustment to Recognize Housing Related Parks Program Grant Revenue and Park Acquisition and Development Revenue from Prior Years April 3, 2018 Page 3 The spending plan is as follows: Accounting Unit FY 17/18 FY18/19 Housing Related Parks Grant - Improvements Other than Building (no. 16113267 66220) $100,000 $418,109 Residential Development District 2 - Improvements Otherthan Building (no. 31213260 66220) $415,066 Executive Director Parks,' Recreation and Services Agency Exhibit 1 — Conceptual Drawing APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez p' Executive Director " d Finance and Management Services Agency 20A-3 20A-4 • 0 20A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: AWARD PURCHASE ORDER TO RACEWAY FORD FOR A FORD F-350 SUPER CAB TRUCK (SPEC. NO. 18-010) (STRATEGIC PLAN NO. 6,2) 4 CITAIANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sT Readingf ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Reject the bid from Guaranty Chevrolet Motors Inc. as nonresponsive. After submitting a bid for a 2018 Chevy Silverado, Guaranty Chevrolet contacted Fleet staff to inform them they were unable to secure said vehicle. 2. Authorize a one-time purchase and payment of purchase order to Raceway Ford for the procurement of a 2018 Ford F350 Super Cab truck with utility body insert in the amount of $58,595, plus a $2,000 contingency, for a total amount not to exceed $60,595, subject to non - substantive changes approved by the City Manager and City Attorney. The Finance and Management Services Agency, Facilities, Fleet Maintenance and Central Stores Division is responsible forthe acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Public Works Agency is in need of a new utility truck for its Water Production staff. To maximize resources and deploy staff in a more efficient manner, the Public Works Water Resources Division is now assigning one vehicle to one staff person, instead of pairing up maintenance staff in one vehicle. This will enable Water Resources Division staff to provide more timely response to water production maintenance issues throughout the city. The Notice Inviting Bids was advertised on January 29, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 17 Vendors notified 13 Vendors downloaded the bid packet 2 Bids received 1 Bid received from a Santa Ana vendor 22A-1 Contract Award for Ford F-350 Super Cab Truck April 3, 2018 Page 2 The bids were opened on March 1, 2018, and evaluated. Guaranty Chevrolet Motors Inc. bid a 2018 Chevy Silverado. A few days after the bid solicitation closed, Guaranty Chevrolet informed Fleet staff they were unable to secure that year and model vehicle. Moreover, they are not accepting orders for the 2019 model as they don't know when it will be available or what its pricing will be. After evaluating the bid submitted by Raceway Ford for a 2018 Ford F-350 Extended Cab, Fleet staff determined that it meets the City's requirements. To allow for unanticipated charges, a $2,000 contingency has been included in the award amount. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $60,595 are available in FY 2017-18 Water Utility Water Production account (No. 06017640-66400). Edwin "William" Gil—ve2,15.E. Acting Executive Director Public Works Agency FM/CL/sp APPROVED AS TO FUNDS AND ACCOUNTS: Executive Director Finance and Management Services Agency q 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: AWARD PURCHASE ORDER TO WONDRIES FLEET GROUP FOR A FORD TRANSIT VAN WITH MODIFICATIONS (SPEC. NO. 18-008) (STRATEGIC PLAN NO. 6,2) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one-time purchase and payment of purchase order to Wondries Fleet Group for the procurement of a 2018 T350 heavy duty Ford Transit van with modifications, in the amount of $94,936, plus a contingency of $4,000, for a total amount not to exceed $98,936, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Finance and Management Services Agency, Facilities, Fleet Maintenance and Central Stores Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Public Works Agency is in need of a new confined -space safety vehicle for the Water Resources Department. Water Resources operates and maintains various pump, reservoir, and valve assets which are located in spaces that are defined as confined space. In accordance with Occupational Safety and Health Administration (OSHA), entry into confined spaces requires staff to be specifically trained and equipped with appropriate safety gear. Public Works staff has been informed that new and additional safety equipment is required for work performed in confined space, and the existing trailer used to transport such equipment is no longer viable. This proposed new vehicle will house and transport all existing and new OSHA -required safety equipment, and will allow staff to efficiently perform the day-to-day water and sewer maintenance throughout the City. The Notice Inviting Bids was advertised on January 23, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 2513-1 Contract Award for Ford Transit Van April 3, 2018 Page 2 7 Vendors notified 7 Vendors downloaded the bid packet 1 Bid received 0 Bids received from Santa Ana vendors The bid was opened on February 28, 2018, and evaluated. The bid from Wondries Fleet Group is responsive to the specifications and meets the City's requirements. To allow for unanticipated charges, a $4,000 contingency has been included in the award amount. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $98,936 are available in FY 2017-18 Water Utility Water Production and Supply account (No. 06017640-66400). Edwin "William" Govek, P.E. Acting Executive Director Public Works Agency FM/CUsp APPROVED AS TO FUNDS AND ACCOUNTS: Executive Director Finance and Management Services Agency 25B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: AWARD PURCHASE ORDER TO WONDRIES FLEET GROUP FOR A FORD TRANSIT VAN WITH MODIFICATIONS (SPEC. NO. 18-008) (STRATEGIC PLAN NO. 6, 2) d CIAMANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one-time purchase and payment of purchase order to Wondries Fleet Group for the procurement of a 2018 T350 heavy duty Ford Transit van with modifications, in the amount of $94,936, plus a contingency of $4,000, for a total amount not to exceed $98,936, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Finance and Management Services Agency, Facilities, Fleet Maintenance and Central Stores Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Public Works Agency is in need of a new confined -space safety vehicle for the Water Resources Department. Water Resources operates and maintains various pump, reservoir, and valve assets which are located in spaces that are defined as confined space. In accordance with Occupational Safety and Health Administration (OSHA), entry into confined spaces requires staff to be specifically trained and equipped with appropriate safety gear. Public Works staff has been informed that new and additional safety equipment is required for work performed in confined space, and the existing trailer used to transport such equipment is no longer viable. This proposed new vehicle will house and transport all existing and new OSHA -required safety equipment, and will allow staff to efficiently perform the day-to-day water and sewer maintenance throughout the City. The Notice Inviting Bids was advertised on January 23, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 2213-1 Contract Award for Ford Transit Van April 3, 2018 Page 2 7 Vendors notified 7 Vendors downloaded the bid packet 1 Bid received 0 Bids received from Santa Ana vendors The bid was opened on February 28, 2018, and evaluated. The bid from Wondries Fleet Group is responsive to the specifications and meets the City's requirements. To allow for unanticipated charges, a $4,000 contingency has been included in the award amount. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $98,936 are available in FY 2017-18 Water Utility Water Production and Supply account (No. 06017640-66400). APPROVED AS TO FUNDS AND ACCOUNTS: Edwin "William" Glu , P.E. Francisco Gutierrez Acting Executive erector Executive Director Public Works Agency Finance and Management Services Agency FM/CL/sp �Y 228-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: AWARD BLANKET PURCHASE ORDER CONTRACTS FOR MISCELLANEOUS PLUMBING SUPPLIES (SPEC. NO. 18-004) (STRATEGIC PLAN NO. 6,2) CIT' �vIANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award blanket purchase order contracts for miscellaneous plumbing supplies for a two-year period expiring March 31, 2020, with provision for three one-year renewals exercisable by the City Manager, in as annual aggregate amount not to exceed $125,000 subject to non -substantive changes approved by the City Manager and City Attorney with the following vendors: Vendor Location Ferguson Pomona Plumbing & Industrial Supply Los Angeles The City maintains in excess of 30 buildings, including City Hall, Corporate Yard, Police Administration and Holding Facility, recreation and senior centers, park and water production facilities. Many facilities are over 20 years old and various departments require a wide range of materials for repairs, ongoing maintenance and improvement projects. Plumbing supplies such as pipes, valves, couplings and tools are used extensively in the maintenance of City facilities. The contracts are designed to provide quality products at significant savings based on quantity pricing. To ensure that necessary materials are available when required, staff recommends awarding contracts to two suppliers. The Notice Inviting Bids was advertised on January 19, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 31 Vendors notified 11 Vendors downloaded the bid packet 2 Bids received 22C-1 Contracts Award for Miscellaneous Plumbing Supplies April 3, 2018 Page 2 0 Bids received from Santa Ana vendors The bids were opened on February 21, 2018, and evaluated. The bids from Ferguson and Plumbing and Industrial Supply are responsive to the specifications and meet the City's requirements. To ensure necessary materials are available when required and to allow for competitive quotes if required at the time of purchases, staff recommends awarding contracts to both suppliers, assuring product availability and timely delivery. The annual amount is based on past usage and staffs projection for the next year. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $31,250 are available in FY 2017-18 (April - June 2018) as follows: Department Account No. FY 2017-18 Building Maintenance 07310100-63001 $12,500 Water Utility Water Production 06017640-63001 $6,250 Water System Maintenance 06017641-63001 $6,250 Park Maintenance 01113250-63200 $3,750 Police Building & Facility 01114403-63001 $2,500 TOTAL $31,250 Funds for the second year of the contract and the three one-year renewal periods will be budgeted and made available in FY 2018-19 to FY 2022-23 (July 2022 - March 2023) as follows: Department Account No. Anticipated Expenditure FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 Building Maintenance 07310100-63001 $50,000 $50,000 $50,000 $50,000 $37,500 Water Utility Water Production 06017640-63001 $25,000 $25,000 $25,000 $25,000 $18,750 Water System Maintenance 1 06017641-63001 $25,000 $25,000 $25,000 $25,000 $18,750 Park Maintenance 01113250-63200 $15,000 $15,000 $15,000 $15,000 1 $11,250 Police Building & Facility 01114403-63001 $10,000 $10,000 $10,000 $10,000 $7,500 Totals $125,000 $125,000 1 $125,000 1 $125,000 $93,750 220-2 Contracts Award for Miscellaneous Plumbing Supplies April 3, 2018 Page 3 �d�win "William" GaIv .E. Acting Executive Director Public Works Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez bv% Do Executive Director �. Finance and Management Services Agency Gerardo Mouet C �--Beai a entin Executive Director Chief of Police Parks, Recreation & Community Services Santa Ana Police Department Agency DS/sp 22C-3 22C-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: CONTRACT AMENDMENT WITH PROFESSIONAL ACCESS CCTV & ELECTRICAL FOR IMPLEMENTATION OF SECURITY MEASURES FOR THE WORK CENTER LOCATED AT 801 W. CIVIC CENTER DRIVE, SECOND FLOOR (SPEC. NO. 14-093) (STRATEGIC PLAN NO. 6, 1C & G) u 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 Amend the contract with Professional Access CCTV & Electrical for implementation of additional security measures at the Work Center in the amount of $20,195 for a total amount not to exceed $115,082, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On October 3, 2017, Council approved a lease to relocate the offices of the WORK Center to the second floor of 801 W. Civic Center Drive. The new WORK Center office will require a security system consisting of an access control panel and three ET8 high frequency readers to secure and monitor access in and out of the office. On May 5, 2015, Council awarded a contract to Professional Access CCN & Electrical (PACE) for Phase II Security Measures. These measures included the procurement of software to secure access to upper floors of City Hall and Ross Annex, installation of duress alarms in strategic locations of City Hall, Ross Annex and Council Chambers that feed directly to Police dispatch and a five-year software maintenance agreement. On April 5, 2016, Council approved an amendment to the contract for installation of an upgraded Glass Break Alarm System to monitor and transmit alarms to Police dispatch,'a third party monitoring center. To provide ease of use among staff requiring access to both City Hall and the WORK Center, staff recommends utilizing the same security system already in use at City Hall and other City facilities. Approval of this amendment will allow the Finance and Management Services Building Maintenance Division to purchase and install the necessary security equipment at the new WORK Center office for an amount of $17,195. To allow for unanticipated repair services, a $3,000 contingency has been included in the contract amount. 2213-1 Contract Amendment with Professional Access CCN & Electrical April 3, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Strategic 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), and Strategy G (this agreement will support Capital Improvement Program in coordination with the Community Investment that addresses deferred maintenance). FISCAL IMPACT Funds are available in FY 2017-18 One Stop Adult account (12318753-62300) for $18,176 and in the One Stop Dislocated Worker account (12318754-62300) for $2,019. Robert M. Zur S h 'ed Interim Executiv i ector Community Development Agency DS/sp APPROVED AS TO FUNDS AND ACCOUNTS: �t I ale — Francisco Gutierrez Executive Director Finance & Management Services Agency 22D-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: AWARD CONTRACT TO BELCO ELECTRIC, INC., FOR INSTALLATION OF GRANT -FUNDED TRAFFIC SIGNAL MODIFICATIONS AT WARNER AVENUE AND FLOWER STREET (PROJECT NO. 176893) {STRATEGIC PLAN NOS. 6, 113 & 1G} CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 13' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Reject all bids received on December 4, 2017, for construction of the Warner Avenue and Flower Street Traffic Signal Modification project. 2. Award a contract and authorize the City Manager and Clerk of the Council to execute a construction contract to Belco Electric, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $77,752, for the term beginning upon execution of the contract and ending upon project completion, for the Warner Avenue and Flower Street Traffic Signal Modification project, subject to nonsubstantive changes approved by the City Manager and the City Attorney. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $116,250 which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $26,835. As a result of the of the Warner Avenue Improvement Project mitigation measures were required from Main Street to Grand Avenue (Exhibit 1). The improvements include reconfiguring striping and modifying traffic signal equipment to add a westbound dedicated right tum lane at the intersection of Warner Avenue and Flower Street. Once completed, the improvements will increase safety and mobility in the area. The first notice inviting bids was advertised on November 10, 2017 and November 15, 2017; the bids were opened on December 4, 2017. The lowest bid exceeded the grant funds available. Staff therefore revised scope of work by deleting the video detection system equipment. The revised scope maintains grant eligibility. 23A-1 Contract Award For Warner Avenue and Flower Street Traffic Signal Modification project April 3, 2018 Page 2 A Notice Inviting Bids for the revised plans and specifications was advertised on January 3, 2018, and January 8, 2018. Bids were opened on February 7, 2018. The following is a summary of the bid invitations made and the bids received: Contractor Participation Data Santa Ana contractors receiving notices 1 Contractors requesting bidding documents 12 Bids received 6 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BID 1 BELCO ELECTRIC, INC. CHINO $77,752 2 CALIFORNIA PROFESSIONAL ENGINEERING, INC. LA PUENTE $85,670 3 TRAFFIC LOOPS CRACKFILLING, INC. ANAHEIM $86,100 4 SIEMENS INDUSTRY, INC. RIVERSIDE $99,995 5 PTM GENERAL ENGINEERING SERVICES, INC. RIVERSIDE $119,996 6 CALPROMAX ENGINEERING, INC. PLACENTIA $144,100 A total of five bids were received and considered responsive. Contractor Belco Electric, Inc., submitted the lowest responsive bid in the amount of $77,752 (Exhibit 2). Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to Belco Electric, Inc., in the amount of $77,752 (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 B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users) and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans (e.g., neighborhood streets, traffic improvements, park facilities, bike master plan, etc.). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, Environmental Impact Report (SCH# 2012101004) was prepared and approved by City Council on September 1, 2018. 23A-2 Contract Award For Warner Avenue and Flower Street Traffic Signal Modification project April 3, 2018 Page 3 FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total construction delivery cost of this project is $116,250, which includes construction, contract administration, inspection, testing, and an authorized contingency of $26,835. Funding is available in the Measure M2 Street Construction Fund for $87,187 (Account No. 03217663-66220, Project 176893) and Gas Tax SB1 State Loan Fund for $29,063 (Account No. 05917667-66220, Project 176893) for expenditure in Fiscal Year 2017-18. ZEdiwWitilliam" Gal ez, P.E. Acting�Executive Director Public Works Agency Exhibits: 1. Location Map 2. Bid 3. Construction Contract 4. Cost Analysis APPROVED AS TO FUNDS & ACCOUNTS: 'E ncn�isr� 11��� Francisco Gutierrez,.� Executive Director Finance & Management Services Agency 23A-3 23A-4 SANTA ANA City Council Agenda Date Project No. 17-6893: Warner Avenue at Flower Street PWA Traffic Signal Modification April 03, 2018 MBOCWORUAGUCY 23A-6 Exhibit 2 BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: Elecnor Belco Electric, Inc. REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in.accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty. Unit Unit Price Amount I Remove and Discard Existing Pole, 2 EA S $ Vehicle Heads, Ped Heads and Push r^ 't W O� Z�� Button. Remove Foundation Complete. 1 2 Install New or Replace Existing Pull box With New No.6 or 6E pull box 3 EA $ 400 $ 3 29-5-100 WAT LUM. M.A. and - Foundation 2 EA $ Iq 110 $ 4 12" Vehicle I lead (L.E.D.) 6 EA $ 1�5 $ u iso 5 Countdown Pedestrian Head Assembly 2 EA $ 6 A.D.A. Type "B" P.P.D. Assembly 2 EA $ZDV S 7 Luminair(400W IIPSV) 2 EA S $ 8 Sign Install On Mast Arm 2 EA SII , 5� 5213 V 9 Rewiring Entire Intersection LS LS S� 1 Ut,V S 10 Install GTT Opticom Model 711 EVP Detector (3M EVP 1-2 Direction) LS LS Sp p �V S g t 11 Relocate Existing CCTV Camera LS LS $ 2t000 $ 12 Temporary Overhead Wiring LS LS $ -S 13 Pothole For Utility Not Shown 2 EA $ rn r10 REBID Project 17-6893 - December 20, 2017 23A-7 Item Description Qty Unit Unit Pricc Amount TOTAL BASE BID S ,.-7 I 1 S7 The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. t This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIOUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within forty (40) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $1,000 per calendar day. Name of Firm Elecnor Belqo Electric, Inc. Signature of BIDDER Title Vice Presider (If an individual, so state. I rm or co- artn hip, 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.) REBID Project 17-6893 - December 20, 2017 23A-8 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 Elecnor B_e_lco Electric, Inc. Signature of BIDDER Title vice Presi�entl: \ ) (If an individual, so state. um 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.) REBID Project 17-6893 - December 20, 2017 23A-9 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: Elecnor Belco Electric, Inc. Business Address: 14320 Albers Way, Chino, CA 91710 Business E -Mail Address: jwong@elecnor.com Telephone: 909-993-5470 State Contractor's License No. and Class: 738518 A, B, C-10 License Expiration Date: 7/31/19 State Dept. of Industrial Relations (DIR) Registration No.: 1000004804 State Dept. of Industrial Relations (DIR) RegistratiotjExrationDate: � 6/30/18 Signed: Z � 'J x , John Wong Title: REBID Project 17-6893 - December 20, 2017 23A-10 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 Finn Elecnc Signature of BIDDER _ Title Vice Presic (if an individual, so state) REBID Project 17-6893 - December 20, 2017 23A-11 OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTA ANA ) John Wong , being duly sworn, deposes and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP nut 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. a corporation which is making the foregoing proposal: ❑ JOINT VENTURE That he is oC one of the parties making the foregoing proposalasa 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 cq9tract, for, himself or any other person. before me this aD day of 20 L of offer Administering Oath (Notary Public) .: Anotary pub8c or other offlcercompleling 3.? OLIVIACHEA thiaeertiGcateveriFlasonlytheldentityot <" R?;; the Individual who signed the document to Commission No.2107474 which this certificate is attached, and not NOTARY PUBLIC -CALIFORNIA n the truthfulness. accuracy, or validity of „a. SAN BERNARDINO COUNTY that document ...._..... MY Comm. Expires APRIL 18.2018 REBID Project 17-6893 - December 20, 2017 23A-12 il� KNOW ALL PRESENT that, Gip., nnr Relco Fl ctrl In , as BIDDER, and Fidelity and Deposit Company of Maryland , as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of Tan Percent of Amount Bid Dollars ($ 10% , which is ten percent (100/0) of the total amount bid by BIDDER to AGENCY for the above -stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated 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 17th day of January ,2018 . BIDDER: Tel No: (909) SURETY* Los Angeles, CA 90017, Tel Subscribed and sworn to before me this day of , 20_. Signature: Notary Public in and for the County of , State of Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. REBID Project 17-6893 - December 20, 2017 23A-13 ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of San Bernardino } Ort iUVOt/l/ 22 2Q before me, Olivia Chea, Notary Public en,neea name an eel Ne oNeo m�� personally appeared John Wong who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Is re subscribed to the within instrument and acknowledged to me that (Qshe/they executed the same in jUs er/their authorized capacity(iss), and that by Is er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. �T q:... Mmy ha d and official seal. i•",e i ac.. OLIVIA CHEA Commission No. 2107474 NOTARY PUBLIC -CALIFORNIA SAN BERNARDINO COUNTY r' My Comm. Expires APRIL 18. 2019 ................. ary PubIc signature (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM DESCRIPTION OFTHEATTACHEDDOCUMENT Th,—tocomplies with current Californiastatutes regarding notarywording and. iifneeded, should be completed and atrachedlo the document. AcMohredgents from other states may be co npletedfor documents beingsent to that state so long as the u wording does not require the California notary to violate California notary law. (rifle or desaipdcrl of attached document) • State and County information must be the State and County where the document sign r(s) personally appeared before the notary public for acknowledgment • Dale of notarization must be the date that the signer(s) personally appeared which (Title ordescrip6m of attached document continued) must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her Number of Pages_ Document Date commission followed by a comma and then your title (notary public) • Print the name(s) of document signers) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect fortes (i.e. ❑ Individual (s) helshehkey, is tare) or circling the correct forms. Failure Incorrectly indicate this information may lead to rejection of document recording. I] Corporate Officer • The notary seal impression must be clear and phulogmphically reproducible. Vice President Impression must not cover text or lines If seal impression smudges• re -seal if a (Title) sufficient area permits, otherwise complete a different acknowledgment form. ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk. ❑ Attomey-in-Fact 8 Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. Other v Indicate title or type of attached document. number ol'pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO. Secretary), 2015 Ver,,,, IN Securely attach this document to the signed document with a staple. 23A-14 ACKNOWLEDGEMENT OF SURETY STATE OF Connecticut COUNTY OF Hartford On this 17'h day of January, 2018, before me personally came Danielle D. Johnson, to me known, who, by me duly sworn, did depose and say that he/she is the attorney-in-fact of the Fidelity and Deposit Company of Maryland that he/she knows the seal of the corporation; that the seal affixed to the said instrument is such company seal; that it was so affixed by order of the Board of Directors of said company and that he/she signed his/her name thereto by like order. /� / t n AfNdEIE PEROidD1iVE M� COMMISSION EXPIRES MAY 31,4145 2022 Notary Public, Aimee Perondine 23A-15 EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V, Section 8, Attomevs-in-Fact. The Chief Executive Officer, the President, or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attomeys-in-fact with authority to execute bonds, policies, recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such attomey-in-fact to affix the corporate seal thereto; and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE 1, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that Article V, Section 8, of the By -Laws of the Companies is still in force. This Power of Attomey and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998. RESOLVED: 'That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Company may be affixed by facsimile on any Power of Attorney ... Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." This Power of Attomcy and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May, 1990. RESOLVED: "that the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice -President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN -TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate scats of the said Companies, this day off antr,c3 20J5�. �a otror�' S`'GN r!s°tVSL n i �' 3 o ay Michael C. Fay, Vice President TO REPORT A CLAIM WITH REGARD TO A SURETY BOND, PLEASE SUBMIT A COMPLETE DESCRIPTION OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND, THE BOND NUMBER, AND YOUR CONTACT INFORMATION TO: Zurich Surety Claims 1299 Zurich Way Schaumburg, IL 60196-1056 www.reportsfclaims@zurichna.com 23A-16 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: %x% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: %:% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name N Oi U Name License #/Exp. DIR Reg. #/Exp. Location Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $ REBID Project 17-6893 - December 20, 2017 License 4/Exp. DIR Reg. #/Exp. Location Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ 23A-17 REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three -years. L City of Victorville 14343 Civic Dr. Victorville CA Name and Address of Owner. Greg Heldreth 760-243-6360 Name and Telephone Number of person familiar with project. $1,278,432 Traffic Signals, Fiber Optic May 2014 Contract Amount Type of Work Date Completed 2. City of Glendale 633 Broadway Suite 215, Glendale, CA Name and Address of owner. Sarkis Oaanesvan 818-548-3945 Name and Telephone Number of person familiar with project. $316,285 Traffic Signal Sept. 2015 Contract Amount Type of Work Date Completed 3. City of Orange 300 E. Chapman Ave, Orange, CA Name and Address of owner. Medel Llanes 714-744-5535 Name and Telephone Number of person familiar with project. $322,096 Traffic Signal Sept. 2015 Contract Amount Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Willis Towers Watson - Joyce Duhr Short Hills, NJ 07078 973-401-7420 REBID Project 17-6893 - December 20, 2017 23A-18 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. 1. City of Culver City 9700 Culver Blvd., Culver City, CA Name and Address of Owner. 310-253-5604 Name and Telephone Number of person familiar with project. $1,000,080 Traffic Signals June 2017 Contract Amount Type of Work Date Completed 2. City of Corona 400 S. Vicentia Ave, Corona, CA Name and Address of owner. Dennis Ralls 951-817-5708 Name and Telephone Number of person familiar with project. $278,916 Traffic Signal May 2017 Contract Amount Type of Work Date Completed 3. City of Diamond Bar 21810 Copley Drive, Diamond Bar., CA Name and Address of owner. Christian Mal "C -a 909-839-7042 Name and Telephone Number of person familiar with project. $449,772 Fiber Optics October 2017 Contract Amount Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Willis Towers Watson - Joyce Duhr 150 John F. Kennedy Parkway, Suite 520 Short Hills, NJ 07078 973-401-7420 REBID Project 17-6893 - December 20, 2017 23A-19 NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal Signed State of Countyt Sus bed and s orn to (or affirmed) before me on this 014day of')'111I�1A1I 20A by RI'Z O proved to me on the basis of satisfactory evidence to be the person(s) who app ared before me OLIVIA CHEA commission No.2107474 z NOTARY PUBLIC•CAIIFORNIA ;! jr SAN BERNARDINO COUNTY f My Comm. Eipites APRIL 19, 2019 Notary Public Signature otaryu 'c e A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate is attached. and not the truthfulness, accuracy, or validity of that document REBID Project 17-6893 - December 20. 2017 23A-20 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. REBID Project 17-6893 - December 20, 2017 23A-21 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 Cifavter. Signed: Title: Firm: Elencr Belco Electric, Inc. Date: 1/22/18 REBID Projed 17-6893 - December 20, 2017 23A-22 STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 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 amouryYtQ the Caljfgmla Apprenticeship Council. Signed: Title: John Firm: Eli- nor Belco Electric, Inc. Date: 1/22/18 REBID Project 17-8893 - December20, 2017 23A-23 STATEMENT REGARDING "ANTI -KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he/she is otherwiA entitled. Signed: Title: EE1 e x Finn: e n Date: 1/22/18 REBID Project 17-6893 - December 20, 2017 23A-24 PUBLIC CONTRACT CODE SECTION 10162 OUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes, explain the circumstances in the following space. REBID Project 17-6893 - December 20, 2017 23A-25 MAYOR Miguel A. Pulido MAYOR PRO TEM Michele Martinez COUNCILMEMBERS P. David Benavides Vicente Sarmiento Jose Soloria Sal Tinajero Juan Villegas January 8, 2018 ADDENDUM No. ONE gel CITY OF SANTA ANA 20 Civic Center Plaza • P.O. Boz 1998 Santa Ana. California 92702 vnvw.santa-ana.ora CITY MANAGER Raul Godinez II CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar SUBJECT: PROJECT NO. 17.6893: Warner Avenue and Flower Street Traffic Signal Modification The following changes have been made to Specifications for the subject project: Specifications o Page iv in NOTICE INVITING BIDS: Remove: The sentence "In addition, video detection for all 4 approaches will be installed as part of this project." In the Scope of Work paragraph was removed. CITY OF SANTA ANA City Engineer SANTA ANA CITY COUNCIL Mild A. Pu dd Mmil MaMlm Vkenle5amneno Jose sol PU."d eenavices J.va m Sa Te em Rlaycr Mayor Pm Tem. Ward 2 Wa1d1 Wmd3 Wada Wa s W d6 In[YIidO3`Sanld.aRl Otn Plimdnl�rez4`Sa�ldand Ml v5dl111RIIIdI.?Sdnlddnd nla SOIO,iCA15dl11hdnd 9n CCPMTddddTSdnld2nd IXe MI?edi J4A�Id2nd 0.V $Ma,C'..J LN�aIIU OIO 23A-26 CITY OF SANTA ANA ADVERTISEMENT PROJECT NO.: 17-6893 WARNER AVENUE AND FLOWER STREET TRAFFIC SIGNAL MODIFICATION NOTICE IS HEREBY GIVEN that the City of Santa Ana will receive Bids on or before the hour of 2:00:59 pin, January 24, 2018 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: PROJECT NO. 17-6893 WARNER AVENUE. AND FLOWER STREET TRAFFIC SIGNAL MODIFICATION Bids Proposals shall be enclosed in a sealed envelope clearly marked on the outside with the above identified project number and name, and also marked "SEALED BID — DO NOT OPEN WITH REGULAR MAIL" Scope of Work includes upgrading the current eastbound and westbound left turn phasing by replacing the two mast amts traffic signal poles. It is the BIDDER'S responsibility to ensure delivery of the Proposal prior to the bid opening hour. Contractors will be required to comply with the City's new security policy and sign -in with the receptionist on the first floor. Contractors will sign -in under Bid opening for Project 17-6893 to receive elevator access to the 3rd floor lobby. Contractors should allow themselves additional time to register in order to avoid missing the time -stamp deadline. Each bid shall be accompanied by a Bid Proposal Guaranty in the form of a cashier's or certified check payable to the City of Santa Ana, or Bid Bond issued by a corporate surety, in an amount not less than ten percent (10%) of the bid aggregate, as a guarantee that the Bidder will enter into the proposed contract if the same is awarded. The signature of the bidder on the bid bond must be notarized. The City of Santa Ana reserves the right to reject any and all bids and to waive any minor or non- substantive irregularities in the bid documents. Prior to bid opening, Bidders must possess or obtain a valid California Class "A" or Class "C-10" Contractor's license. Addenda issued during the time the bid is advertised will be posted on the City of Santa Ana website. BIDDERs are responsible to become self -informed as to whether or not addenda have been issued. REBID Project 17-6893 - December 20, 2017 IV 23A-27 MAYOR Miguel A. Pulldo MAYOR PRO TEM Michele Martinez COUNCILMEMBERS P. David Benavides Vicente Sarmlento Jose Solodo Sol Trnalero Juan Villegas January 24, 2018 ADDENDUM No. TWO CITY OF SANTA ANA 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 www.sonta-ana.ora CITY MANAGER Raul Godinez II CITY ATTORNEY Sonla R. Carvalho CLERK OF THE COUNCIL Made D. Hulzar SUBJECT: PROJECT NO. 17-6893: Warner Avenue and Flower Street Traffic Signal. Modification The following changes have been made to Specifications for the subject project: Specifications • Page Iv in NOTICE INVITING BIDS: Bid date was changed to February 7, 2018. CITY OF SANTA ANA Edwin "William" Ga v. , P.E. City Engineer SANTA ANA CITY COUNCIL Lfguelk Purslo mchele Martinez Yxmle Sarmlenlo Jose S"lorio - ' _ - - P. David Benavides ' _ - Jwn VX gas. _ - - Maym MayorPm Tem,Wwd2 Ward1 Ward? - WAN 4. _---- -== Ward5 _- msNido48aslaana.om mimarfinexb)sanla-ana.me vsarmienlordsantaana.or" isaloria5lsantaana'w"e'-` -28 CITY OF SANTA ANA ADVERTISEMENT PROJECT NO.: 17-6893 WARNER AVENUE AND FLOWER STREET TRAFFIC SIGNAL MODIFICATION NOTICF INVITING BIDS NOTICE IS HEREBY GIVEN that the City of Santa Ana will receive Bids on or before the hour of 2:00:59 pin, February 7, 2018 by the Public Works Agency Receptionist, Third Floor (see attached map), located at City Hall - Ross. Annex, 20 Civic Center Plaza, M-22, Santa Ann, California 92701 for: PROJECT NO. 17-6893 WARNER AVENUE AND FLOWER STREET TRAFFIC SIGNAL MODIFICATION Bids Proposals shall be enclosed in a sealed envelope clearly marked on the outside with the above identified project number and name, and also marked "SEALED BID = DO NOT OPEN WITH REGULAR MAIL" Scope of Work includes upgrading the .current eastbound and.westbound left turn phasing by replacing the two most arms traffic signal poles. It is the BIDDER'S responsibility to ensure delivery of the Proposal prior to the bid opening hour. Contractors will be reouired to comes with the City's new security policy and sign -in with the receptionist on the first floor. Contractors will sign -in under Bid opening for Project 17-6893 to receive elevator access to the 3rd floor lobby. Contractors should allow themselves additional time to register in order to avoid missing the time -stamp deadline. Each bid shall be accompanied by a Bid Proposal Guaranty in the form of a cashier's or certified check payable to the City of Santa Ann, or Bid Bond issued by a corporate surety, in an amount not less than ten percent (10%) of the bid aggregate, as a guarantee that the Bidder will enter into the proposed contract if the same is awarded. The signature of the bidder on the bid bond must be notarized. The City of Santa Ann reserves the right to reject any and all bids and to %waive any minor or non- substantive irregularities in the bid documents. Prior to bid opening, Bidders must possess or obtain a valid California Class "A" or Class "C-10" Contractors license. Addenda issued during the time the bid is advertised will be posted on the City of Santa Ana website. BIDDERS are responsible to become self -informed as to whether or not addenda have been issued. _ REBID Projed 17 - December 20, 2017 iv 23A-29 MAYOR Miguel A. Polido MAYOR PRO TEM Michele Martinez COUNCILMEMBERS P. David Benavides Vicente Sannlento Jose Solodo Sal TinaJero Juan Vlllegas February 6, 2018 ADDENDUM No. THREE CITY OF SANTA ANA 20 Civic Center Plaza . P.O. Box 1988 Santa Ana, California 92702 www.sanla-ana.orD CITY MANAGER Raul Godinez If CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Made D. Huizar SUBJECT: PROJECT NO. 17.6893: Warner Avenue and Flower Street Traffic Signal Modification The following clarification has been made to Plan sheet 1 of 1 (XA01) for the subject project: Plans: • Sheet 1 of 1 (XA01) Traffic Signal Modification Drawing: Since we removed the video detection component of this project, construction note 8 and construction note 8 call -out are not part of this project. DV01- Y.1►W-1 ILS City Engineer 23A-30 SANTA ANA CITY COUNCIL mguem Pulldo M1UWele Manlne. Vicente Sarmiento JasasNodo P. David BenaMas Juan Vlllegas SnA Tin.jem Mayor Mayor Pm Tem. Ward 2 Wand Ward3 Ward4 Wards Waal6 moulid.e,s.nla-ana.o,g mimadinaz9 anla.aaa.om vs.rnnwtoOD.ntaana wa Nd.ria3wla-aea ore dbeaaades®santaanawo hilleoasesanla-an' oro 9ina1em9Dwntaana am 23A-30 CITY OF SANTA ANA Exhibit 3 CONSTRUCTION CONTRACT PROJECT 17-6893 WARNER AVENUE AND FLOWER STREET TRAFFIC SIGNAL MODIFICATION This CONSTRUCTION CONTRACT is made and entered into this 3's day of April, 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 Elecnor -Belco Electric, Inc. (hereinafter "CONTRACTOR'). WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Warner Avenue and Flower Street Traffic Signal Modification 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 Seventy -Seven Thousand Seven Hundred Fifty -Two Dollars and No Cents ($77,752.00), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." The BID PROPOSAL contains a schedule of unit price(s) or lump 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. 09/012017 23A-31 Page 1 of 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 INTROVEMENT 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 INTROVEMENT as more fully described in the CWA. The CWA may be found on the City's website at: htti)://www.santa-ana.org/vwa/documents/CWA.T)df CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. Page 2 of 3 23A-32 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: AWN FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: Edwin "William" Galvez, P.E. Acting Executive Director CITY OF SANTA ANA RAUL GODINEZ II City Manager CONTRACTOR: Elecnor Belco Electric, Inc. NAME: TITLE: 23A-33 Page 3 of 3 23A-34 COST ANALYSIS CONSTRUCTION OF THE PROJECT NO._17-6893: WARNER AVENUE AND FLOWER STREET TRAFFIC SIGNAL MODIFICATION Construction Contract $ 77,752.00 Contract Administration $ 5,163.00 Inspection and Testing $ 6,500.00 Contingencies $ 26,835.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 116,250.00 EXHIBIT 4 23A-35 23A-36 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: APPROVE AGREEMENTS WITH HOLLAND & KNIGHT, LLP AND TOWNSEND PUBLIC AFFAIRS, Inc. FOR FEDERAL AND STATE GOVERNMENT LIAISON SERVICES, RESPECTIVELY (STRATEGIC PLAN NOS. 1-7) V RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 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 Holland & Knight, LLP of Washington, D.C. for federal government liaison services for a three year term beginning April. 1, 2018 through March 31, 2021 with a one year extension exerciseable by the City Manager, at a total annual amount of $117,600, and an aggregate amount of $352,800 for three (3) years, subject to non -substantive changes approved by the City Manager and the City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute an agreement with Townsend Public Affairs, Inc. for state government liaison services, for a for a three year term beginning April 1, 2018 through March 31, 2021 with a one year extension exerciseable by the City Manager, at a total annual amount of $60,000, and an aggregate amount of $180,000 for three (3) years subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Local government agencies rely on the expertise of state and federal government consultants to represent their respective government agencies in Sacramento and Washington DC. This service includes legislative monitoring and analysis, state budget advocacy, and grant coordination and advocacy. Government consultants further provide monitoring of executive proposals and legislation as well as administrative rules and regulations that may affect cities. Government liaison services are also essential in identifying funding opportunities, grant applications and other special programs for which the City may qualify. 25A-1 Approve Agreements with Holland & Knight and Townsend Public Affairs for Federal and State Government Liaison Services, Respectively April 3, 2018 Page 2 Holland & Knight and Townsend Public Affairs have helped the City secure millions of dollars in grant funds and have helped the City receive other special programs and recognition, including but not limited to the following: Holland & Kniaht, LLP • $50 million (Capital Investment Grants) Over $5 million (Urban Area Security Initiative Funding) $3.75 million (COPS funding) Townsend Public Affairs. Inc. • $22 million (Redevelopment Dissolution enforceable obligation determinations) • $5.75 million (Safe Routes to School Davis Elementary) • $5 million (Roosevelt Elementary Park) Holland & Knight serves as the federal representative and Townsend Public Affairs serves as the City's state representative, and both consultants have been in good standing with the City. Given that the government liaison services contracts with Holland & Knight and Townsend Public Affairs expire on June 30, 2018 staff recommends continuing services with both consultants for a three- year term (2018-2021) with the option of a one-year extension. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet all seven goals and objectives of the strategic plan which include: Community Safety; Youth, Education, Recreation; Economic Development; City Financial Stability; Community Health, Livability, Engagement and Sustainability; Community Facilities and Infrastructure; and Team Santa Ana. FISCAL IMPACT Funds are available in Fiscal Year 2017-2018 in the following accounts from April through June 30, 2018: Department Account Holland & Knight Townsend Public Affairs Public Works Administrative Services 10117601 - 62300 $ 9,800 $5,000 Office of the Chief of Police Contract Services - Professional 01114400 - 62300 $ 9,800 $5,000 General Fund Legislative Affairs 01104012 - 62300 $ 9,800 $5,000 TOTAL $29,400 $15,000 25A-2 Approve Agreements with Holland & Knight and Townsend Public Affairs for Federal and State Government Liaison Services, Respectively April 3, 2018 Page 3 Funds will be budgeted and available in Fiscal Year 2018-2019 in the following accounts from July 1, 2018 through June 30, 2019: Department Account Holland & Knight Townsend Public Affairs Public Works Administrative Services 10117601 - 62300 $ 39,200 $20,000 Office of the Chief of Police Contract Services - Professional 01114400 - 62300 $ 39,200 $20,000 General Fund Legislative Affairs 01104012 - 62300 $ 39,200 $20,000 TOTAL $117,600 $60,000 Funds will be budgeted and available in Fiscal Year 2019-2020 in the following accounts from July 1, 2019 through June 30, 2020: Department Account Holland & Knight Townsend Public Affairs Public Works Administrative Services 10117601 - 62300 $ 39,200 $20,000 Office of the Chief of Police Contract Services - Professional 01114400 - 62300 $ 39,200 $20,000 General Fund Legislative Affairs 01104012 - 62300 $ 39,200 $20,000 TOTAL $117,600 $60,000 Funds will be budgeted and available in Fiscal Year 2020-2021 in the following accounts from July 1, 2020 through March 31, 2021 (9 months): Department Account Holland & Knight Townsend Public Affairs Public Works Administrative Services 10117601 - 62300 $ 39,200 $20,000 Office of the Chief of Police Contract Services - Professional 01114400 - 62300 $ 39,200 $20,000 General Fund Legislative Affairs 01104012 - 62300 $ 39,200 $20,000 TOTAL $88,200 $45,000 25A-3 Approve Agreements with Holland & Knight and Townsend Public Affairs for Federal and State Government Liaison Services, Respectively April 3, 2018 Page 4 avi Chief of Police Santa Ana Police Department C�91 Edwin "William" G Ivez, Acting Executive Director Public Works Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez *.(eon Executive Director "S� /�y Pia) Finance & Management Services Agency EXHIBITS: 1. Professional Services Agreement- Holland & Knight 2. Professional Services Agreement - Townsend Public Affairs 25A-4 PROFESSIONAL SERVICES AGREEMENT TO PROVIDE FEDERAL GOVERNMENT LIAISON SERVICES WITH HOLLAND & KNIGHT, LLP THIS AGREEMENT is made and entered into this I" day of April, 2018, by and between Holland & Knight, LLP, a limited liability partnership ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of securing federal funding and achieving determined legislative and regulatory outcomes on behalf of the City. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. b. Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. MBtt1 B c. Conformance to Applicable Requirements. Consultant shall be subject to the approval of City. d. Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Dan Maldonado. e. City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. Consultant's Representative. Consultant hereby designates Dan Maldonado or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. g. Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. h. Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services an amount not to exceed $9,800 per month or $117,600 yearly. The total amount to be expended during the term of the Agreement shall not exceed $352,800. b. Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. C. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. R2001Y*301 This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to a one year (1) -year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 17, 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. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractors prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. =4 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 full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall defend, indemnify and hold harmless the City, its officers, agents, employees and consultants from and against any damages or claims resulting from or arising out of Consultant's negligent or wrongful acts, errors or omissions. 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 from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant 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. NON-DISCRINIINATION 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. 214 T�3o 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. 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. SUBCONTRACTING Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. 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. PROIIIBITED INTERESTS Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. eA of 13 "E"X8IT12 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 class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: City Manager City of Santa Ana 20 Civic Center Plaza (M-31) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-6954 To Consultant: Holland & Knight LLP Attn: Eve O'Toole, Senior Policy Advisor 800 17th Street, Suite 1100 Washington, D.C. 20006 Fax: 202-955-5564 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 2 AMS 22. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 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: V, UJ- 7ss Funk nistant City Attorney CITY OF SANTA ANA RAUL GODINEZ II City Manager HOLLAND & KNIGHT, LLP Dan Maldonado Senior Policy Advisor "IT I EXHIBIT A SCOPE OF SERVICES CITY OF SANTA ANA FEDERAL GOVERNMENT LIAISON SERVICES The City of Santa Ana will obtain professional consulting services from a firm to provide federal government liaison services. The consultant works under the policy direction of the Mayor and City Council and is administratively responsible to the City Manager. The primary responsibility of the consultant will be to secure federal funding and achieve determined legislative and regulatory outcomes on behalf of the City of Santa Ana as outlined in the Scope of Services below. II. SCOPE OF SERVICES A. Consultant will act as the City's Federal Representative in Washington, D.C. B. Consultant will confer with the City Manager and other City personnel as designated by the City Manager at the times and places mutually agreed to by the City and the Consultant on all organizational planning and program activity, which has a bearing on the ability of the City to utilize federal programs. C. Consultant shall serve as lead advocate on City issues if the City contracts for the services of other Washington DC representatives. Consultant shall coordinate such other services. D. Consultant shall arrange for an annual visit to the City of Santa Ana for a legislative committee meeting and/or to meet with the City Council, City Manager, Executive Directors, and/or designated personnel. E. Consultant shall arrange meetings with members of Congress, the City's delegation, and committees, as well as with top federal department and agency officials that will provide opportunities for City personnel and City Council Members to present and advance the City's priorities. Consultant will review federal executive proposals, legislation under consideration, proposed and adopted rules and regulations, and other Washington developments for the purpose of advising the City on those items which may have an effect on City policies or programs. Reporting on such developments shall be made available to the City on a monthly basis. G. Consultant will secure and furnish such detailed information as may be available on federal issues in which the City indicates an interest. H. At the request of the City Manager, Consultant will review and comment on proposals of the City which are being prepared for submission to federal agencies. M- 15 I. Consultant will maintain a liaison with the City's federal legislative delegation and will assist the delegation, in any matter which the City determines to be in its best interest, in the same manner as any other member of the City's administrative staff might render assistance. J. Consultant will counsel the City regarding appearances by City personnel and/or the City Council before Congress, federal committees and/or administrative agencies. Consultant will arrange for appointments and accommodations for City personnel and/or the City Council, as necessary. K. Consultant will contact federal agencies on the City's behalf when City applications are under consideration by such agencies and take the necessary steps to obtain the most favorable consideration of such applications. L. Consultant shall provide legislative training for City Personnel and/or the City Council that shall include the following: Legislative Process, Budget Process, and Legislative Analysis. M. In fulfilling responsibilities under this Agreement, Consultant will act on behalf of the City, serving as the Federal Representative to the City Manager. N. Consultant will utilize its extensive relationships with national local government organizations, policy groups and forums to advance the City's shared priorities and initiatives. To further the Scope of Services listed above, the consultant will identify funding opportunities, advance legislative priorities, and help the City participate in initiatives in the following key federal agencies: Department of Housing and Urban Development o Public and Indian Housing, including Housing Choice Voucher Programs • Community Planning and Development including Community Development Block Grant Program, • Home Investment Partnerships Program • Emergency Solutions Grants Program • Housing Opportunities for Persons with AIDS o Empowerment Zones o Homeless Assistance Programs including HUD-VASH U.S. Interagency Council on Homelessness Department of Health and Human Services Administration for Children and Families/Community Services Programs Department of Labor • Employment and Training Administration including Workforce Innovation & Opportunity Act Funds Department of Transportation Federal Transit Administration/Capital Investment Grants Federal Highway Administration Highway Bridge Replacement and Rehabilitation Highway Safety Improvement Program TIGER (Transportation Investment Generating Economic Recovery) Infrastructure Package (which would be developed through Congressional action) Department of Justice Federal Equitable Sharing (Asset Forfeiture) Anti -Gang Initiative Byrne and other Justice Assistance Grant Community Oriented Policing Services Immigration and Customs Enforcement Cannabis Related Enforcement Provisions U.S. Marshals Body Camera Grants including evaluation Domestic Violence Assistance Program Department of Homeland Security Urban Area Security Initiative FEMA Program Grant and Disaster Assistance Programs Department of Treasury Community Financial Institutions Fund including New Market Tax Credits and Opportunity Zones U.S. Department of Commerce Economic Development Grants Funding of 2020 Census (assistance to localities/funding of field operations) Institute of Museum and Library Services Library Services & Technology Act U.S. Environmental Protection Agency Water Infrastructure Funding HIBITI37 25A-18 PROFESSIONAL SERVICES AGREEMENT TO PROVIDE STATE GOVERNMENT LIAISON SERVICES WITH TOWNSEND PUBLIC AFFAIRS, INC. THIS AGREEMENT is made and entered into this 15t day of April, 2018, by and between Townsend Public Affairs, 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. The City desires to retain a consultant having special skill and knowledge in the field of securing state funding and achieving determined legislative and regulatory outcomes on behalf of the City. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. b. Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. c. Conformance to Annlicable Requirements. Consultant shall be subject to the approval of City. Page 1 of 14 I" d. Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Christopher Townsend. C. City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. f. Consultant's Representative. Consultant hereby designates Christopher Townsend, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. g. Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. h. Standard of Care: Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or Pa e20ft4 1 IT1O timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall bepromptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services an amount not to exceed $5,000 per month or $60,000 yearly. The total amount to be expended during the term of the Agreement shall not exceed $180,000. b. Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. C. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to a one year (1) -year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 17, 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 Pa e 3 of 14 13IY1 security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractors prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 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. EPae 4 of 14 25�B1�� 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 fumished 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. 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 Consultants, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant 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. Pa e 5 of t4 W13 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 from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant 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. NON-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 Pa6of 14 BIW Z4 employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each parry to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 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. SUBCONTRACTING Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERIVIINATION 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 Pa e7f1 �B� t such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. 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. PROHIBITED INTERESTS Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 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 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: Pa e8f1 tB 26 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: City Manager City of Santa Ana 20 Civic Center Plaza (M-31) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-6954 To Consultant: Townsend Public Affairs, Inc. Attn: Christopher Townsend, President 1401 Dove Street, Suite 330 Newport Beach, CA 92660 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 22. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signature page to follow] Pa e9f1 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: J . Funk A sistant City Attorney r CITY OF SANTA ANA RAUL GODINEZ II City Manager TOWNSEND PUBLIC AFFAIRS Christopher Townsend President EXHIBIT A SCOPE OF SERVICES CITY OF SANTA ANA STATE GOVERNMENT LIAISON SERVICES The City of Santa Ana will obtain professional consulting services from a firm to provide state government liaison services. The consultant works under the policy direction of the Mayor and City Council and is administratively responsible to the City Manager. The primary responsibility of the consultant will be to secure state funding and achieve determined legislative and regulatory outcomes on behalf of the City of Santa Ana as outlined in the Scope of Services below. II. SCOPE OF SERVICES A. Consultant will act as the City's State Representative in Sacramento, California B. Consultant will confer with the City Manager, and other City personnel as designated by the City Manager, at the times and places mutually agreed to by the City and the Consultant on all organizational planning and program activity, which has a bearing on the ability of the City to utilize state programs. C. Consultant shall serve as lead advocate on City issues if the City contracts for the services of other Sacramento representatives. Consultant shall coordinate such other services. D. Consultant shall arrange for an annual visit to the City of Santa Ana for a legislative committee meeting and/or to meet with the City Council, City Manager, Executive Directors, and/or designated personnel. Consultant shall arrange meetings with members of the Legislature, committees, administration, state agencies, departments and commissions to allow for City personnel and/or the City Council to present and advance the City's priorities. F. Consultant will review state executive proposals, legislation under consideration, proposed and adopted rules and regulations, and other developments in Sacramento for the purpose of advising the City on those items which may have an effect on City policies or programs. Reports on such developments shall be made available to the City on a monthly basis. G. Consultant will secure and supply such detailed information as may be available on state issues in which the City indicates an interest. H. At the request of the City Manager, Consultant will review and comment on proposals which are being prepared by the City for submission to state agencies. Consultant will maintain a liaison with the City's state legislative delegation and will assist the delegation, in any matter which the City determines to be in its best interest, Pae 11 off 14 I L.7 in the same manner as any other member of the City's administrative staff might render assistance. J. Consultant will counsel the City regarding appearance by City personnel and/or the City Council before the Legislature, legislative committees, and/or administrative agencies. Consultant will arrange for appointments and accommodations for City personnel and/or the City Council, as necessary. K. Consultant will contact state agencies on the City's behalf when City applications are under consideration by such agencies and otherwise take the necessary steps to obtain the most favorable consideration of such applications. L. Consultant shall provide legislative training for City Personnel and/or the City Council that shall include the following: Legislative Process, Budget Process, and Legislative Analysis. M. In fulfilling responsibilities under this Agreement, the Consultant will act in the name of the City of Santa Ana and with the title State Representative to the City Manager. N. Consultant will utilize its extensive relationships with other local government organizations, policy groups and forums to advance the City's shared priorities and initiatives. To further the Scope of Services listed above, the consultant will identify funding opportunities, advance legislative priorities, and help the City participate in initiatives in the following key state agencies: Programmatic Opportunities California Employment Development Department Workforce Innovation & Opportunity Act Job Corps Employment Development Department —Workforce Services Branch California Workforce Development Board Vocational Training & Work Experience Program California Department of Food and Agriculture CalCannabis California Department of Public Health Center for Chronic Disease Prevention and Health Promotion Manufactured Cannabis Safety Branch California Office of Emergency Management Services Victim Services Programs California State Library Services Board Library Services & Technology Act California Office of Traffic Safety Pae12of14 BIT -2- -30 DUI Enforcement and Awareness Program Selective Traffic Enforcement California Bureau of Cannabis Control California Environmental Protection Agency - CaIEPA California Department of Industrial Relations - CalOSHA Grant Funding Opportunities California Department of Transportation Local Highway Bridge Program Regional Surface Transportation Highway Safety Improvement Program Sustainable Communities Planning Grant California Department of Parks and Recreation Land and Water Conservation Program Habitat Conservation Fund Proposition 84 State Grants Proposition 68 State Grants (pending voter approval on June ballot) California Transportation Commission Active Transportation Program California Department of Housing and Community Development Housing Related Parks Program California Natural Resource Agency Urban Greening Program Environmental Enhancement and Mitigation Program California Coastal Conservancy Proposition 1 Grants California State Water Resources Control Board Proposition 1 Stormwater Grant Program Proposition 1 Groundwater Sustainability Program California Department of Water Resources Urban Streams Restoration Program Sustainable Groundwater Planning Grant Program Integrated Regional Water Management Grant Program Water Energy Grant Program California Department of Forestry and Fire Protection (CAL FIRE) — FORESTRY Urban and Community Forestry Program CalRecycle Household Hazardous Waste Grant Program Tire Recycling, Cleanup and Enforcement Grants Pa e13of14 x4i California Governor's Office of Business and Economic Development California Infrastructure State Revolving Fund South Coast Air Quality Management District - Mobile Source Air Pollution Reduction Local Government Partnership Program Pa e14of14 i I'S2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: APPROVE AN AGREEMENT WITH G AND C EVENT PRODUCTIONS TO PRODUCE THE FIESTAS PATRIAS 2018 EVENT {STRATEGIC PLAN NO. 5,5C) � •e RECOMMENDED ACTION 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 Authorize the City Manager and Clerk of the Council to execute an agreement with G and C Event Productions to produce the Fiestas Patrias 2018 event, which will include an in-kind subsidy for city internal costs of up to $75,000, for a period from April 4, 2018 through December 31, 2018, with the option to renew two additional one-year terms upon approval by the City and an additional $75,000 in-kind subsidy for each Fiestas Patrias event produced, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Staff prepared a Request for Proposal (RFP) for the purpose of selecting an experienced and qualified event producer for the Fiestas Patrias 2018 event that is scheduled to take place September 15-16, 2018. Fiestas Patrias will be celebrating its 40th year of delighting the public with a street fair, carnival rides and games, live music and dance performances, booths on arts, culture, history, merchandise and services, food vendors, and a Fiestas Patrias parade. On average about 100,000 visitors attend the event the first day, Saturday, and approximately 150,000 visitors attend the second day, Sunday; which is also the day when the parade takes place. The selected event producerwill be contracted to cover all City costs (the City will provide a $75,000 in-kind subsidy to be used for City internal related costs), coordinate and manage all components of the event, including street fair, non-food and food booths, main stage performances, and carnival rides, but will not include the production of the parade. This feature will remain the responsibility of the City and continue the partnership with local organizations dedicated in celebrating the Fiestas Patrias culture. The RFP was released on November 22, 2017, a proposal conference was held on December 7, 2017, and proposals were due January 10, 2018. An evaluation committee consisting of three representatives from the City of Santa Ana Parks, Recreation and Community Services Agency, 2513-1 Approve an Agreement with G and C Event Productions To Produce the Fiesta Patrias 2018 Event April 3, 2018 Page 2 one representative from the Police Department and one representative from the City Manager's Office reviewed and rated the proposals. The proposals were evaluated according to the criteria listed in the RFP, which includes responsiveness of the proposal, experience of firm and personnel and past and relevant project experience. The results of the RFP evaluation were as follows: Company Score G and C Event Production 352 Fiesta de Carnival 342 The RFP contained a map of four locations to hold the event. Site A is the location where the event is traditionally held, site B is the location where the event was held in 2017, site C is located on the west end of Fourth Street and site D is located on Flower next to the stadium, which also includes the option to use the Stadium for performances. The location with which the producer is proceeding is site D. The City will continue to work with G and C to review the site to optimize its use as well as to promote the new location to the public. In discussions with G and C, they believe that the use of the stadium would be beneficial to host an end of the night concert by A-level talent. Additionally, in 2019 the traditional site of the Fiestas Patrias event will not be available due to the construction of the OC Street Car that will go through Fourth Street. As previously mentioned, the City will provide a $75,000 in-kind subsidy to assist with City internal related costs. The reason for the subsidy was due to the fact that in 2016 the City issued a Request for Proposal to solicit companies to produce Fiestas Patrias 2016 and no proposals were received. Therefore city staff reviewed the RFP, made modifications to the scope and included the subsidy with the hope that the modified scope and subsidy will make the event more feasible for production companies and therefore receive more proposals to produce the 2018 Fiestas Patrias event. The Parks, Recreation and Community Services Agency has been producing the Fiestas Patrias event since 2014. This has placed a financial burden on the City as well as pulled personnel from their regular assignments of assisting the community at Recreation, Community, and Senior Centers and parks. For Fiestas Patrias 2017, the City paid approximately $200,000 in contract services and materials. By having a professional production company that is knowledgeable about the event logistics as well as revenue producing ideas, the city can shift the event to the production company, reduce the expenditures incurred from producing the event as well as keep employees in the locations where they will provide the most benefit to the community. Therefore staff is recommending the award of an agreement with G and C Event productions to produce Fiestas Patrias 2018. Staff is eager to begin coordination with the company in order to ensure a successful event. G and C will be required to meet certain timelines and benchmarks as well as obtain all the necessary insurances, certificates and bonds that will protect the City. If the event is successful and the City is satisfied with the work performed by G and C, a renewal option to produce the event the following year will be approved by the City. 25B-2 Approve an Agreement with G and C Event Productions To Produce the Fiesta Patrias 2018 Event April 3, 2018 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #5 (Promote a strong arts and culture infrastructure), Strategy C (Promote arts and culture by partnering with artist groups and merchants to hold events celebrating art in public plazas, parks and other City -controlled open space). FISCAL IMPACT Funds will be budgeted for the in-kind subsidy in the following account for the specified year: Accounting Unit FY18/19 PRCSA-Recreation-Contractual Services -Professional (no. 01113230-62300) $75,000 If the agreement is renewed, funds will be budgeted in the same account for FY 19/20 and FY 20/21. Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez Executive Director Finance and Management Services Agency EXHIBIT: 1. Agreement— G and C Event Productions 25B-3 25B-4 AGREEMENT FOR FIESTAS PATRIAS EVENT PRODUCTION 2018 THIS AGREEMENT is made and entered into this 31d day of April, 2018 by and between Interactive -Games and Creations, Inc., a California Corporation doing business as G & C Event Production Corp. (hereinafter "Event Producer"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. On November 22, 2018, the City issued Request for Proposal ("RFP") No. 17-126 for the production of the 2018 Fiestas Patrias in Downtown Santa Ana, including but not limited to event promotion and management, security, marketing, talent acquisition, and carnival services to be held September 15-16, 2018 incorporated herein by reference. B. Event Producer submitted a proposal in response to the RFP which was selected by the City and is incorporated herein by reference. Event Producer represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Event Producer represents that it is knowledgeable in the field of large scale event promotion and management. Event Producer also represents that any services performed by Event Producer 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: SCOPE OF SERVICES Event Producer will provide services necessary to manage, produce, brand, fundraise and promote the 2018 Fiestas Patrias Festival ("Festival" or "Event") which includes, street fair, carnival zone, stage performances, and beer garden. The Event Producer will coordinate site requirements, and produce and manage the Festival on behalf of and to the full satisfaction of the City. Event Producer's duties include: a. Mandatory Events and/or Details for Festival: 1) A carnival; 2) A large stage; 3) Culturally appropriate entertainment (subject to City approval); 4) A beer garden; 5) A command post; 6) A City booth; 7) A City VIP seating area for 15-20 guests for EI Grito Ceremony; 8) One (1) hour reservation of specified location for EI Grito Ceremony; and 9) No big events during the parade on Sunday between 4-6 p.m. b. Financial Operations and Management - 1) Develop and an event budget and work plan for the Festival including but not limited to planning, promotional, set up, operational and wind-up costs; 2) Pay for event costs; 3) Procure and pay for all goods and services associated with the Festival; 4) Obtain necessary event insurance coverage as outlined in this Agreement; and �- 5) Provide a final dollar figure showing the net profit or net loss of the Festival to the City within sixty (60) days of the conclusion of the Festival. c. Logistical Planning - 1) Develop a highly organized and well -structured logistical plan for the Festival to ensure that all aspect of the Festival are well -coordinated, well-planned, and safe taking into account the dynamics and needs of the downtown merchants, residents, and City. This plan will include specific detail regarding the service of alcohol in the VIP seating section; 2) Secure adequate staffing of the Festival to ensure effective management of on- site logistics, including a sufficient number of well-trained staff throughout the Festival to handle on-site logistical problems that may arise during the Festival and to handle last minute decisions and changes; 3) Attend planning meetings with City staff, its representatives and others as required for planning, implementation and evaluation of the Festival; 4) Coordinate and contract all requirements including but not limited to a main stage, sound and lighting systems, audio and video, additional staging and technology requirements; tenting, sponsorship signage and recognition; power; water, temporary washrooms, water removal, waste removal, and site security. 5) Ensure that all subcontractors and vendors have the ability to adequately staff their areas of responsibility and that they have on-site supervision and management; 6) Prepare and submit permit and license applications as required and secure timely approval of permits and licenses; 7) Ensure that event plan or logistic plan includes connection to the parade route. 8) Plan and prepare a logistical component of the event budget; and 9) Create a traffic plan for the event subject to review and approval by PRCSA, Public Works Agency ("PWA"), Police Department ("SAPD"), and any other City's agencies as appropriate. The traffic plan should include street closures and placement of barricades Talent Acquisition - 1) Be responsible for Festival programming in consultation with City staff including but not limited to, development and acquisition of talent, headliners, use of local entertainment and VIP/sponsor.recognition; 2) Be responsible for the creative branding'of the Festival (i.e. look and feel of the entire event) in collaboration with and subject to final approval of City Manager or his designee. The branding will be used in all advertising and promotional materials; 3) Investigate, book, contract with and pay all talent for the Festival subject to final approval of City Manager or his designee including but not limited to travel arrangement and technical requirements; and 4) Event Producer shall retain one headlining entertainment for Saturday and Sunday. The headliner shall be a musician or musical group that is recognized and established to be a regional draw within their music genre. e. Event Planninq and Management - 1) Prepare a management plan that outlines staff requirements for each team member and defines how Event Producer team will provide the following: L Adequate staff; ii. Roles of each staff member; iii. Organizational structure for management of the event; iv. Identify person(s) responsible for vendor or subcontractor compliance with Agreement; v. Contact information for each staff member. EZCIT61 vi. Identifies a contact person and backup person including their cell phone numbers to be on-call during the event at all times with sufficient decision making ability and authority to handle any emergent problems that may develop during the Festival. 2) Include a plan for vendor and/or subcontractor oversight including but not limited to compliance with rules and regulations; plan for pre -Festival planning meetings; date for compliance with permitting and/or licensing requirement where applicable; time frame for compliance with insurance requirements; oversight of their employees, onsite supervision of employees; 3) Include a plan for pre -Festival planning with benchmarks for completion of each event; 4) Manage all aspects of the Festival event planning including: pre -event planning, planning for issues and/or potential complications during the event, post -event clean up and breakdown; 5) Report to City staff any issues or problems which arise at any stage of the event planning and coordinate with City staff to mitigate any potential adverse effects from these issues or problems; 6) Manage all aspects of stage production including: stage construction, stage security, stage breakdown, technology, and sound production; 7) Establish vendor, sub -contractor, and/or volunteer plan including but not limited to process for assigning booths, check-in site, check-in process, location of booths, booth take down. Please keep in mind the dynamics of the downtown including residents, local businesses, and Festival attendees. Ensure non- competition between Festival vendors/subcontractors and local downtown businesses; 8) Ensure that all food vendors have all legally required licenses and permits including but not limited to a City business license and Orange County Health Care permit; 9) Ensure that all vendors of any kind have all legally required licenses and permits including a City business license; 10) Develop and implement and effective communication strategy for Festival including sufficient notice to nearby businesses and the public for Festival events, and/or Festival related parking or traffic problems that may arise. 11) Attend pre -Festival planning meetings for the parade to ensure coordination with City staff; 12) Ensure that sufficient restrooms and hand washing stations including those that are ADA accessible are available to meet the needs of Festival attendees, vendors, and staff;. 13) Provide City check-in booth for EI Grito Ceremony; 14) Provide First Aid booth; 15) Provide VIP and specialized parking including any parking necessary for drop off/pick up, loading and unloading of event performers and vendors; 16) Coordinate as needed with City staff, including the SAPD, PWA, and Code Enforcement; 17) Arrange for hospitality and VIP services as may be required; 18) Arrange and supervise labor for all events and services in addition to the production management; and 19) Include all event planning and management costs in the budget for the Festival. Revenue and Sponsorship 1) Develop and implement a cost sharing program and other revenue generating endeavors to raise sufficient funds to cover all event costs and earn a profit. This provision is subject to the parties mutual understanding that Event Producer will not take any action or approve any cost sharing program or revenue generating endeavor which would tarnish the City's image or reduce the family friendly E,�CJJ1�1 atmosphere of the Festival including but not limited to agreements with political organizations, political campaigns, sexually explicit or sexually based products or services, drug and/or drug paraphernalia companies, tobacco companies (including e -cigarettes), and alcohol other than the sponsor of the beer garden. (Provided however that up to 3 alcohol sponsors shall be allowed to install signage at the Festival); 2) Event Producer may set up tables, chairs, lounge seating on the field and track area of the stadium and charge a fee to allow individuals access to, and to sit in, these areas along with the main stage area. This area will include seating for 20- 30 City determined VIP guests provided at no cost to the City. The fee shall be in an amount as reasonably determined by Event Producer and as necessary to pay for the cost of bands and entertainment and to allow Event Producer to cover the cost of expenses in producing the concert and to make a reasonable profit. Event Producer will take all necessary steps to protect the artificial turf on the field in the Stadium. Event Producer may use the City's protective cover at no charge to Event Producer for the synthetic turf. If further coverage is needed to protect the synthetic turf, Event Producer will obtain whatever material is necessary at its expense to protect the synthetic turf from damage during the Festival. g. As to other event attractions, Event Producer may submit a fee plan for charges for seating subject to negotiation and final approval or denial by City Manager or his designee. Admission is to be free to the public; 1) Lead planning meetings for the Festival and work closely with City staff to coordinate sponsor recruitment; 2) Work in consultation with the City staff to define sponsorship benefits; identify potential funding partners; implement the sponsorship plan; and liaise with event sponsors to ensure that benefits are delivered before, during, and after the event; 3) Develop and manage all communications with prospective sponsors prior to and immediately following the Festival. Event Producer shall seek prior approval from the City Manager or his designees before finalizing any contribution agreement or contribution; 4) Produce and coordinate all arrangements for sponsorship acknowledgment including radio and newspaper ads as well as any materials and announcements. Approval of the City Manager or his designee will be required for communications and marketing for the Festival including strategic sponsorship activation and related strategies, prior to public release; and 5) Include all sponsorship costs in the Festival budget. Marketing and Communications 1) Develop and implement a marketing and communications plan for the Festival, subject to the approval of the City Manager or his designee; 2) City will be allowed to market City programs through City booths and other avenues at the Festival; 3) Develop and implement a customer relations plan which will provide effective and relevant communications in English and Spanish to the merchants, residents, churches, and other places nearby the event boundaries to provide advance notice of event activities and to mitigate any problems that may arise; 4) Develop the design, printing and distribution of event materials in English and Spanish such as programs, rack cards, posters, print ads, banners and signage subject to pre -approval by the City; 5) The City will confirm a spokesperson(s) for the Festival and media opportunities associated therewith; 6) Supervise the development of on-line marketing and social media outreach in English and Spanish subject to City approval; City shall respond to the request of EZCFjgT-11 event producer within five (5) business days of the request for approval of the specific advertising and marketing request. 7) Supervise and pre -approve any materials to be handed out or used by vendors or subcontractors at or during the festival such as flyers, handouts, pamphlets, signage, etc.; and 8) Include all Festival marketing and communication materials in the budget. 9) Event producer will notify residents and businesses adjacent to the festival location sixty (60) days prior to the event that the event is going to take place. Event producer will further notify residents and businesses adjacent to the festival location thirty (30) days prior to the event that the event is going to take place including the specific dates and times of the festival and information about any street closures (location, date and time). i. Protocol Management- Develop and implement a protocol plan in conjunction with City staff to identify, invite, and support the participation of government and other community representatives participating or attending the Festival. j. Management and Event Support - 1) Establish and provide timely reporting on financial and event management matters starting every four weeks and increasing in frequency, as determined by City staff, as the Festival date approaches; 2) Event Producer will coordinate all inquiries regarding the Festival and manage the information flow between nearby merchants and residents, City staff, volunteers, venue, subcontractors and vendors, and suppliers; 3) Provide all reports as referenced herein when due prior to Festival; and k. Security 1) Event Producer will ensure that the backstage area is secure at all times; 2) Event Producer will ensure that only authorized persons have access to the backstage area at all times; 3) Event Producer will ensure that the location designated for the Beer Garden is adequately secured at all times and that effective intervention is used when needed; 4) Ensure that effective communication is utilized and maintained throughout the Festival to ensure that there is proper intervention in security issues if needed; and 5) Event Producer shall assure there is proper crowd control (i.e. security, barriers, access control, restricted areas, VIP seating, etc.) as necessary working in conjunction with City staff (PRCSA, Police Department and Public Works Department) and others. I. City Obligations —City willfully cooperate with Event Producer to enable Event Producer to successfully and efficiently produce the Festival. This obligation includes but is not limited to the following: 1) Allow Event Producer to utilize certain public streets and property, including the locations designated in this Agreement such as those areas referenced in Paragraph 4 below, subject to approval of the Orange County Fire Authority, the SAPID, and PWA. 2) Provide a sufficient number of personnel including the City staff (PRCSA, Police Department and Public Works Department, traffic control, and any Department of Transportation Personnel and others) to assist Event Producer in the production of the Festival. This shall include sufficient police presence to enforce the rules and laws. The costs associated for personnel shall be the responsibility of the Event Producer and the in-kind credit may be used for these costs. Costs owed FJg§1T .1 to the City shall not exceed $75,000. 3) Provide water and electricity (does not include generators) for use during the Festival as needed for cleanup at no charge to Event Producer. 4) Provide any available lists and contact information for all sponsors and vendors for the Festivals operated by City for the 2014 through 2017. City shall also provide the fees paid by any vendor, sponsor or other providers and any amounts paid by the City to any third party for services or products related to the production of the festivals. 5) City will provide access and use of the parking lots located on the Eddie West Stadium property. City will facilitate discussions between Event Producer and the County regarding use of any County -owned parking structures. 6) Use its media list to provide at no charge to Event Producer; press releases, social media posts, notifications of event weekend festivities, and such other promotional vehicles as available to the City. 7) City shall post signage at a reasonable number of locations throughout the City advertising the dates and location of the festival. 2. ORDER OF PRIORITY In the event that there is a conflict between this Agreement, City's RFP or Event Producer's Proposal in response to City's RFP or a need for interpretation, the priority is as follows: a. This Agreement; b. City's Request for Proposal; and c. Event Producer's Response to City's Proposal. 3. FEES, COSTS AND IN KIND CREDIT a. Event Producer will be responsible for the payment of all costs associated with the services provided pursuant to this Agreement; including the cost for all City services, costs of performers, all equipment and support personnel, security, set up, clean up, sponsorship acknowledgement, insurance, taxes, bond, fees, the stadium, parking structure and any other City owned property, and any other costs involved in undertaking the Festival. b. The City will provide Event Producer up to a seventy-five thousand ($75,000.00) dollar credit for in kind City services, expenses, or any other costs associated with the Festival. The credit for in kind services can be used for City services and fees including any permits, licenses and other fees paid or owing by Event Producer to the City. Provided however that the maximum amount of all costs for the foregoing items, including any fees for permits, licenses, or other expenses including city business licenses, shall not .exceed $75,000.00. The in kind credit cannot be used for any third -party costs. c. The City's Parks, Recreation and Community Services Agency will co-sponsor the rental of the stadium at no cost to the Event Producer. d. Event Producer shall be entitled to retain all revenue generated by the Festival, including but not limited to: 1) Sales and payments by sponsors. 2) Sales and payments related to food booths, vendor booths and food and beverage sales. 3) Concert and ticket sales. 4) Merchandise sales. 5) All other events related to, or a part of, the Festival. 0 :, 4. STAGE AND CARNIVAL LOCATION The stage and carnival location will be bordered by Flower Street, Civic Center Boulevard, West 61' Street and Coach Dick Hill Way as indicated by Option D in the attached Exhibit A. The location includes the Eddie West Stadium. City reserves the right to change stage and carnival location prior to Festival with advance notice to Event Producer. Both City and Event Produce recognize that the success of the Festival is to certain extent dependent on the location of the Festival. Any change in location may be made only with the express agreement of Event Producer and any revised location must be reasonably comparable to the above referenced locations. Provided however that no changes may be made to any locations including the stage and carnival after June 15, 2018 absent an emergency occurring which is outside the control of the City. 5. FESTIVAL HOURS The Festival shall take place as follows: a. Saturday September 15, 2018 between the hours of 12:00 p.m. to 10:00 p.m. The entertainment shall end by 9:00 p.m. The carnival will close at 12:00 a.m. b. Sunday September 16, 2018 between the hours of 12:00 p.m. to 9:00 p.m. for the festival. The entertainment shall end by 9:00 p.m. The carnival will close at 10:00 p.m. 6. DEADLINES FOR SUBMITTALS OF REQUIRED DOCUMENTS a. No Later than June 1. 2018 1) Marketing Plan; 2) List of Sponsors; 3) Local Business Fees List; 4) Vendor/Subcontractor List -including evidence of insurance coverage, licenses, permits; 5) Carnival permits/certificates-including DIR permits, electrical permits and inspection card; 6) Traffic Plan; and 7) Budget. b. Monthly Updates (starting July 1. 2018) 1) List of Sponsors; 2) Local Business Fees List; and 3) Vendor/Subcontractor List. c. Two (2) Months Prior to Festival -No Later than July 15, 2018 1) Talent List -including management company, fee arrangement including amount of fee and payment terms, biography and listing of past performances, link to website and social media sites; 2) Information regarding Beer Garden Operator -including sponsor, non-profit operator, beer garden layout, pricing to consumers, required ABC and health department permits; 3) Plans for the Following: i. Trash clean up; ii. Layout -including location of stage, carnival rides, booths, beer garden, sanitation, etc.; iii. Security; and iv. Event logistics. d. Failure to Meet Deadlines- in the event that Event Producer fails to submit the required P0 M, i d. Failure to Meet Deadlines- in the event that Event Producer fails to submit the required documents by the deadlines noted in Section 6 (a) -(c), the City shall provide written notice to Event Producer by facsimile transmission and email stating in detail which documents Event Producer failed to timely submit. Event Producer shall use its best commercially reasonable efforts to provide the documents within 5 business days of its receipt of the notice. The City Manager or his designee may waive the fine if determined by the City Manager or his designees that the Event Producer is diligently working towards preparing and providing the documents. After expiration of the foregoing time limits, the City can either choose to immediately terminate the agreement or assess a fine of $100 per day until the required documents are submitted. 7. LAYOUT AND BOOTH LOCATIONS The layout of the Festival, including the booth placement, stages, exhibit areas, beer garden, command post, carnival location, etc., will be mutually agreed upon by City and Event Producer. Taking into account the needs and concerns of the City and Event Producer and the fact that the location of the Festival is a substantial factor in the successful production of the Festival, in the event that City and Event Producer cannot agree on the location either party may terminate this Agreement. In no event may the location of the Festival be changed after June 15, 2018 absent an emergency outside of the control of the City. 8. FESTIVAL THEME If a theme is considered as part of the marketing or promotional materials for the Festival, City and Event Producer shall work together to determine an appropriate theme. City has final determination and approval on the overall Festival theme and or the determination as to whether to utilize a theme at all. 9. PRESS RELEASES AND PROMOTIONAL MATERIAL City shall receive copies of all proposed press releases and advertising for Festival at least 72 hours prior to use in the Festival promotion. Press releases and advertising for the Festival shall be in English and Spanish. City retains the right to approve all press releases and promotional material used for the Festival. All promotional materials for Festival will have the City logo and Event Producer will provide copies of all press releases and promotional materials sent out in the form they were published. 10. ENTERTAINMENT City shall retain final approval over all entertainment. City at its sole discretion and/or for any reason may reject entertainment chosen by Event Producer. Event Producer shall produce a complete schedule for the main stage listing each performer, their popularity rating, and their associated time eight weeks prior to each scheduled Event. At the City's discretion, an extension may be granted. City will provide final approval within five working days of City's receipt of entertainment schedule, at which time City will provide written approval in the form of a letter from the City Manager or his designee. As part of the entertainment package, Event Producer shall incorporate at least one headliner for Saturday and Sunday as part of the entertainment segment of the event. The headliner shall be a musician or group that is recognized and established to be a regional draw within their music genre. 11. HOURS a. For Entertainment: The final entertainment shall end by 9:00 p.m. Saturday and by 9:00 p.m. Sunday. Event Producer shall employ a stage manager to ensure the entertainment agenda is followed. If Event Producer fails to enforce the closure time, the Police Department will immediately close the stage and disburse the crowd. Event Producer shall pay all City costs incurred in enforcing the approved entertainment schedule. b. Quiet Hours: There shall be designated quiet times as follows: Saturday between 12:00 a.m. and 8:00 a.m. and Sunday from 10:00 p.m. to 8:00 a.m. Quiet hours shall be strictly enforced. Provided however that Event Producer shall have the right to clean the area, dismantle the various staging and other equipment and load and remove the items during quiet hours. Event producer may use heavy equipment such as fork lifts during this process. 12. OPERATION MANUAL Event Producerwill provide City an operational manual no laterthan September 1, 2018 for use during the Festival and containing all final plans and contact information for Event Producer's representative on site during the Festival. 13. STAGES The stage and associated entertainment shall be programmed and produced during the duration of the Event. See Site Map in Exhibit A for the location of the Main Stage and Stadium. Additional stages may be proposed and submitted to the City Manager or his designee for approval. 14. ALCOHOL AND TOBACCO Event Producer agrees not to sell, distribute or allow the sale or distribution of any alcohol outside of the Beer Garden perimeter and VIP seating area established by the City. Sponsorship by alcohol product companies shall be allowed subject to pre -approval by City. Event Producer also agrees not to sell, distribute or allow the sale or distribution of any tobacco products during the Event. Absolutely no direct tobacco product advertising shall be allowed within or associated with the Event. Neither tobacco nor alcohol product advertising shall be distributed to minors. Event producer including employees, independent contractors and entertainers cannot engage in the consumption of alcohol or use of tobacco at any time during the contractual obligation of the event. 15. SPONSORSHIP AGREEMENTS City shall receive copies of all sponsorship agreements between Event Producer and any sponsor for the Festival. All sponsors for the Festival must be pre -approved by the City Manager or his designee. The City reserves the right to pre -approve any sponsorship materials using the City's name, logo, or City seal. 16. FINANCIAL INFORMATION Event Producer shall provide a final dollar figure showing the net profit or net loss of the Festival to the City within sixty (60) days of the conclusion of the Festival. 17. STAGING AREA Event Producer shall provide a staging area or booth, command post and a booth for PRCSA, at no cost to City, for City personnel to utilize for the duration of said Festival. 18. AGREEMENTS BETWEEN VENDORS OR SUB -CONTRACTORS AND EVENT PRODUCER Any agreements between Event Producer and Sub -Contractors or vendors for services for Festival shall include the following provisions: a. Provision for indemnity of the City as set forth in Section 28 of this Agreement; and b. Insurance coverage and additional insured endorsement naming the City, its officers, employees, agents, volunteers and representatives as an additional insured as set forth in Section 27 of this Agreement with the exception that for Section 27(a) the Sub - Contractor or Vendor must provide a minimum of commercial general liability coverage in the amount of $1,000,000 per occurrence and $2,000,000 aggregate, all other coverages remain as indicated in Section 27. 19. TRASH CLEAN UP Event Producer is responsible for maintaining litter control and sufficient trash bins during the event. Event Producer is also responsible for clean-up after the event and returning the Festival location to the same condition that it was in prior to the Festival. Event Producer will ensure removal and disposal of grease from cooking booths or booths where food is sold in compliance with applicable laws. Event Producer will use or require vendors or sub -contractors to use, grease barrels where applicable. 20. EQUIPMENT Event Producer shall provide all necessary equipment, resources, and manpower necessary to develop and produce the Festival. Equipment shall include but is not limited to: a. Lighting for all vendor booths which is maintained and fully illuminated until all attendees have vacated the Festival and carnival grounds; b. Stage; c. Carnival rides; d. Fencing as necessary; e. Booths; f. Barricades. 21. PRE -FESTIVAL MEETINGS Event Producer will attend pre -festival meetings the week of August 13, 2018 to finalize details for the Festival. 22. ACCESS TO EVENT BY CITY STAFF City staff wearing City identification will have access to the Festival at all times and for all locations. 23. CLEANING AND DAMAGES DEPOSIT REQUIRED No cleaning or damage deposit is required for the Festival. Once the Festival is complete, the City will notify Event Producer within 48 hours whether any additional clean-up is required. If City determines that additional clean-up is required, City will notify Event Producer in writing of the need for additional clean up and the time line for completing that clean up. If Event Producer fails to adequately clean-up after City provides notice of additional clean up or if Event Producer fails to adequately clean- up within the time provided by the City for the additional clean-up, City will hire a company to provide additional clean up and Event Producer will reimburse the City for the reasonable and actual costs (including any prevailing wages required to be paid by the City) paid to perform the additional clean-up. X14 24. TERM This Agreement shall commence on the date first written above and terminate on -December. 31, 2018, unless terminated earlier in accordance with Section 36, below. There will be-two--(2)-one (1): year options for renewal for the 2019 and 2020 Fiestas Patrias event production exercisable by the City and subject to approval by Event Producer. In addition, City shall not negotiate with any other event producer for the 2019 or 2020 Festival without first entering into negotiations with Event Producer. 25. INDEPENDENT CONTRACTOR Event Producer 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 Event Producer performs the services which are the subject matter of this Agreement; however, the services to be provided by Event Producer shall be provided in a manner consistent with all applicable standards and regulations governing such services. Event Producer 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. 26. 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 Event Producer under this Agreement ("Documents & Data"). Event Producer shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Event Producer represents and warrants that Event Producer has the legal right to license any and all Documents & Data. Event Producer makes no such representation and warranty in regard to Documents & Data which were provided to Event Producer 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. Provided however that any drawings and artwork prepared by Event Producer shall remain the sole and exclusive property of Event Producer and City shall have no right to copy, use, modify, reuse or sublicense any and all such items other than in connection with the 2018 Festival. The Event Producer may not use any drawings or artwork that identifies the City of Santa Ana or uses the City seal for any use other than the 2018 Festival without written authorization. 27. INSURANCE Prior to undertaking performance of work under this Agreement, Event Producer shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Commercial General Liability Insurance. Event Producer shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Event Producer'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 an amount not less than $5,000,000 L j46 per occurrence, with $6,000,000 in the aggregate. Event Producer shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Event Producer, if Event Producer 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, Event Producer agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. If Event Producer 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 Event Producer pursuant to this section: (i) Event Producer shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) In the event that Event Producer has insurance coverage in excess of the required amounts, City will get the benefit of Event Producer's additional insurance coverage. If Event Producer 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 Event Producer's right to be paid for its time and materials expended prior to notification of termination. Event Producer waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. Provided however that prior to terminating the Agreement, City shall provide Event Producer with seven (7) calendar days' written notice of the default and allow Event Producer to cure the default by providing said insurance during the seven day period following Event Producer's receipt of written notice of the default. 28. INDEMNIFICATION Event Producer agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Event Producers, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Event Producer or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement but only to the extent resulting from their negligence or willful or intentional acts. City agrees to and shall indemnify and hold harmless the Event Producer, its officers, directors, shareholders, contractors, subcontractors, agents, employees, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct operations of the City or its contractors, subcontractors, agents, employees, which relates to the services described in section 1 of this Agreement but only to the extent resulting from their negligence or willful or intentional acts. 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 Indemnifying Party further agrees to indemnify, hold harmless, and pay all costs for the defense of the other, including fees and costs for special counsel to be selected by the other, 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. The provision of this Section survive cancellation or expiration of this Agreement. 29. RECORDS Event Producer's records and invoices in connection with the work to be performed under this Agreement shall remain the sole and exclusive property of Event Producer. In the event any such records are provided to City, City shall maintain the confidentiality of these records and not disclose them to any other person or company except as necessitated by law including but not limited to Court order, subpoena, and/or public records act request. Event Producer shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements for a minimum period of three (3) years. KI��K•].1 y I.14. Y 111J11'1 If either party receives from the other information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, receiving party agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information' shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential 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 Event Producer disclosed in a publicly available source; (c) is in rightful possession of the Event Producer without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Event Producer without reference to information disclosed by the City. The provision of this Section survive cancellation or expiration of this Agreement. 31. CONFLICT OF INTEREST CLAUSE Event Producer 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. r 32. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: And Executive Director—Parks, Recreation and Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 571-4221 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 To Event Producer: Interactive Games and Creations, Inc. 1030 W. Gladstone Avenue Azusa, California 91702 (626) 290-7224 cell mike(a_gceventrpos. com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 33. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Event Producer, 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 Event Producer. The parties agree that any terms or 25E3 1 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 Event Producer 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. 34. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Event Producer, Event Producer 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 Event Producers retained by City at its cost and expense. 35. TERMINATION This Agreement may not be terminated by either party unless the other is in material breach of the Agreement and then only after providing fifteen (15) calendar days' notice to the other and allowing the other the right to cure the alleged default. A material default is defined as an act or omission that would materially jeopardize the success of the Festival including but not limited to failing to provide the required documents pursuant to the time frames in this agreement and failure to adhere to any of the terms of this agreement. A material default shall also include any action that will damage the image and/or reputation of the City. Prior to delivering a notice of default, the parties shall first discuss the nature of the default and to the extent necessary, work together to remedy the default or provide an alternative means of performance that is reasonably acceptable to each party. Each party recognizes that the other will have a substantial investment of time and money in performing this Agreement. KIi 116181NIireII.I_riII101Z Event Producer 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. Event Producer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 37. 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. 38. PROFESSIONAL LICENSES a. Event Producer 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. Event Producer 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. b. Event Producer shall receive all vendors and/or sub -contractors to obtain all necessary licenses, permits, approval, waivers and exemptions necessary for the provision of any contracted 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. Event Producer 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. 39. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney B oars�-,.RW,0 t1nv Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Gerardo Mouet Executive Director — PRCSA CITY OF SANTA ANA RAUL GODINEZ, II. City Manager EVENT PRODUCER INTERACTIVE GAMES & CREATIONS, INC. BY: Mike Hellyar, President Tax ID# MW -01 EXHIBIT A STAGE AND CARNIVAL LOCATION w4-till"W3 i 1 L 4 I,, � 1,1 1® � 1 �"�;I-E'+I�I,-S •17f 4��vwy'�Ll�"f :S a'-_. 9 0 rORMPM ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured,, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to this endorsement form as a part of Named Insured Countersigned by 0 Authorized Representative 25B-24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: AMENDMENT WITH WINBOURNE CONSULTING FOR PROJECT MANAGEMENT SERVICES FOR THE INTEGRATED SOFTWARE SYSTEM FOR THE POLICE DEPARTMENT {STRATEGIC PLAN NO. 1, 2A} i 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 an amendment to the agreement with Winbourne Consulting for project management services for the implementation of the TriTech integrated software system, extending the term through August 31, 2018, and increasing the amount by $43,000 for a new total agreement amount not to exceed $203,000, subject to non -substantive changes approved by the City Manager and City Attorney. On June 7, 2016, the Council approved agreement A-2016-132 with Winbourne Consulting to provide project management services for the Police Department's integrated software project. Winbourne was selected for their experience in successfully implementing similar systems for other organizations as well as their specific experience with the solution provided by TriTech Software Systems. The TriTech system is comprised of two main components, Computer Aided Dispatch (CAD) and a Records Management System (RMS). The CAD went into full -use on March 14, 2017. The RMS' configuration is being finalized and end-user training will begin during April 2018. This final major RMS component is scheduled to go into production on June 5, 2018. Winbourne's contributions throughout this project have been invaluable. Their local consultant has been instrumental in keeping the project moving forward as well as resolving issues with TriTech throughout this complex process. This amendment will extend the term of the original agreement with Winbourne and provide commensurate compensation so that they can continue to assist Police Department staff through the launch of the RMS system. This amendment will continue the existing arrangement, with services being billed on a quarterly basis. An additional $43,000 will be added to the original agreement amount of $160,000, for a new total not to exceed $203,000. 25C-1 Agreement with Winbourne Consulting April 3, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objective #2, (Broaden communications, information sharing and community awareness of public safety activities), Strategy A (Purchase and implement a new integrated software system for the Police Department to improve productivity and increase efficiencies and transparency). FISCAL IMPACT Funds in the amount of $43,000 are available in the Police Department's Information Services contract services account (no. 01114425 62300) for the following fiscal years: FY 2017-18 $38,000 FY 2018-19 $5,000 APPROVED AS TO FUNDS AND ACCOUNTS: c.1 -or A �BavldA�alentUi Francisco Gutierrez Chief of Police Executive Director Santa Ana Police Department Finance & Management Services Agency Exhibit: Agreement 25C-2 FDZST AMENDMENT TO CONSULTANT AGREEMENT WITH WINBOURNCE CONSULTING TO OVERSEE AND PROVIDE PUBLIC SAFETY SYSTEMS SERVICES THIS FIRST AMENDMENT to the above -referenced agreement is entered into on April 3, 2018, by and between Winboume Consulting ('Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City'). RECITALS A. The parties entered into Agreement #A-2016-132, dated April 16, 2016 ("Agreement'), by which Consultant agreed to provide public safety systems management including overseeing project management and implementation of the integrated software project involving Tri Tech computer- aided dispatch ("CAD") and records management system ("RMS") software. The term of the Agreement provided for services to continue through April 16, 2018 or upon depletion of the maximum contract compensation of $160,000. B. The Agreement remains in effect, and the parties now wish to amend the Agreement to increase the overall compensation and the term of the Agreement to complete the project. The Parties therefore agree: 1. Section 3, Compensation, is amended to increase the compensation by an additional $43,000 so that the total amount to be expended under this Agreement shall not exceed $203,000. 2. Section 4, Term, is amended to extend the Term for August 31, 2018. - 3. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APOVEDIA'ST FORM By7. UUf TAMARA BOGO IAN Assistant City Attorney FOR APPROVAL DAVID VALENTIN Chief of Police 25C-3 CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: 25C-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: APPROVE AMENDMENT AND ADDITIONAL AGREEMENT TO CURRENT SUBSCRIPTION AGREEMENT WITH LEXISNEXIS FOR LEGAL RESEARCH SERVICES {STRATEGIC PLAN NO. 7,5) CIT ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an amendment and additional agreement, upon approval by the City Council, to the current LexisNexis subscription agreement for legal research software services to include additional services in the amount of $14,394 for a term beginning April 3, 2018 through December 31, 2020, subject to non -substantive changes approved by the City Manager and City Attorney. The total amount to be expended for the term of the agreement shall not exceed $39,639. In 2016, the City Attorney's Office renewed its agreement with Thompson Reuters, a subsidiary of West Publishing Corporation, for its legal management and research software services known as Concourse and WestLaw Next. The WestLaw Next component offers a legal research program that allows access to case law, statutory authority, secondary sources and other legal research tools. The City Attorney's Office requested quotes from vendors to replace Concourse as a legal management system and conferred with ThompsonReuters as to the continued use of WestLaw Next. ThompsonReuters will not offer WestLaw Next without the continued use of Concourse. The City Attorney's Office contacted LexisNexis, a nationally recognized legal research software company. The City Attorney's Office received a quote for services that was accepted in December 2017 to take advantage of a first year discount for these services. LexisNexis offered additional services that would greatly benefit the City Attorney's Office research capabilities honoring the first year discount to the City. The implementation of these additional legal research services will provide the City Attorney's Office with access to multiple online court records via CourtLink and subject matter research tools via the Lexis Practice Advisor to better assist the City. 2501-1 Amendments to LexisNexis Subscription Agreement For Legal Research Software Services April 3, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City' s effort to meet Goal# 7- Team Santa Ana, Objective 5 create a culture of innovation and efficiency within the organization). FISCAL IMPACT Funds for payment of all fees associated with this agreement are available in the Contract Services- Professional account (no. 01108032 - 62300) of the City Attorney's Office Budget. Fiscal Year $ Amount 2017-18 $771 2018-19 $10,428 2019-20 $18,960 2020-21 $9,480 �. A. 2 �►-�,, � Sonia R. Carvalho —`"—T,City Attorney APPROVED AS TO FUNDS AND ACCOUNTS: '4 NN k r Francisco Gutierrez Executive Director D -Y' Finance & Management Services Agency Exhibits: 1. Amendment State/Local Govemment (Existing Subscriber— Legal Practice Advisor) 2. Fixed Price Agreement for CourtLink Services (State/Local Govemment) 25D-2 0m • Lexis Advance® Subscription Amendment for State/Local Lex 1 s ex iGovernment "`�' 1®1 /O (Existing Subscriber Version) "Subscriber" Name: Santa Ana City Attorney Office Account Number: 10000LJF8 "LN": LexisNexis, a division of RELX Inc. 1. Amendment This Amendment ("Amendment") amends and supplements the terms of the Lexis Advance Subscription Agreement previously entered into between LexisNexis, a division of RELX Inc. ("LN") and Subscriber (the "Subscription Agreement"). This Amendment shall serve as Subscriber's acceptance of the General Terms & Conditions for Use of the Online Services in effect as of the date of this Amendment and displayed at www.lexisnexis.com/terms/general. 2. Certification 2.1 Subscriber certifies that the number of government professionals in Subscriber's organization is as set forth below. A "Government Professional User" is defined as an attorney, judge, librarian, researcher, investigator or analyst who is employed by the Subscriber. Number of Government Professional Users: 19 2.2 A "Support Staff User" is defined as a person who supports the Government Professional User, including, but not limited to: paralegals, interns, legal secretaries or other administrative support members. Up to 3 ID's will be issued to support staff for each Government Professional User accounted for above. Support Staff Users will receive access at no additional charge. 2.3 Each LN ID must be issued for individual use by the Government Professional User or Support Staff User. 2.4 If Subscriber, at the time of signing this Amendment has 11 or more Government Professional Users, then Subscriber is required to notify LN if the number of Government Professional Users falls below 11. Subscriber shall, within 30 days of the staffing change, notify LN in writing. 2.5 Subscriber acknowledges that the pricing and menus provided to Subscriber in this Amendment depend in part on the number of Government Professional Users in Subscriber's organization. Subscriber certifies that as of the date Subscriber signs this Amendment there are the number of Government Professional Users in Subscriber's organization (the "Reference Number") as Subscriber has specified above. (i) At LN's request from time to time, Subscriber will certify in writing the then -current Reference Number. (ii) If there is a change in the Reference Number during the Term, LN may, in its sole discretion on at least 30 days prior written notice to Subscriber, increase or decrease the Monthly Commitment by an amount that does not exceed, on a percentage basis, the change in the Reference Number. 3. Lexis Advance Product and Charges 3.1 This Section 3 amends the Subscription Agreement with respect to the Lexis Advance® product offering described below. The term of Subscriber's commitment for the Lexis Advance product offering will begin upon the date Subscriber's billing account ("Account Number") is activated ("Activation") and will continue for the last period set forth in Section 3.3 below (the "Committed Term"). Subscriber may not terminate this Amendment under Section 5.2 of the General Terms during the Committed Term. In addition, Subscriber may terminate this Amendment during the Committed Term for a material breach by LN that remains uncured for more than 30 days after LN receives written notice from Subscriber identifying a specific breach. If Subscriber terminates this Amendment pursuant to this Section, then Subscriber will pay all charges incurred up to the date of termination. Upon the expiration of the Committed Term, all access to and use of Lexis Advance by Subscriber will be billed in accordance with the applicable then -current Price Schedule. LBxtsAilJance 6otitent$feat "yesN - Product SKU Number Number of Users National Primary Enhanced 1011511 9 Core Public Records with Smartlinx Person, Business and Location Reports 1004801 9 ND: SLGovt.LexisAdvance-R3.5-SubAmd-Apd12016 IDp 4630-6379-6014 T © 2016 LexisNexis. Al rights reserved. Page 1 0�3 CA Verdicts & Settlements 1010070 9 City Attorney Premium Library 1011966 9 CA Practice Library 1010630 9 All Briefs, Pleadings & Motions 1010612 9 Lexis Practice Advisor - Labor and Employment 1521733 9 ❑ See attached Rider No. 1 for additional Content & Features 3.2 During the Term, the premium features Shepard's Graphical and Research Map will be included at no additional charge. 3.3 In exchange for access to the Lexis Advance Content, Feature and/or Service set forth above in Section 3.1, Subscriber will pay to LN the following amount (the "Monthly Commitment") during the periods set forth below. r 9Sa $���7�wx rt µn ,,�t Y3 ll i?r;'.fres-- `..,M:iCat'IYmiited ar n` „`r,f -'t^ FIR IN ,� ... r,.v-. .�,r oii.(h( Comroi'tmeh FI.:�FF7i 04/01/2018-12/31/2018 $127 01/01/2019-12/31/2019 $1270 01/01/2020-12/31/2020 $1270 3.4 During the Term, LN may make content and features available to Subscriber that are not included in the Lexis Advance Content described above which will be offered to Subscriber at an additional charge ("Alternate Materials"). Subscriber will be under no obligation to access and use the Alternate Materials, or to incur additional fees beyond the Monthly Installment. If Subscriber elects to access the Alternate Materials by initialing below, Subscriber will be notified that additional charges will apply before the Alternate Materials is displayed. If Subscriber proceeds to access the Alternate Materials, Subscriber will pay the then current, transactional charge(s) for the Alternate Materials that is displayed at the time of access. Subscriber elects access to the Alternate Materials (Initial) 3.5 Use of Lexis Advance under this Amendment is available to Subscriber and its Authorized Users (defined in the General Terms). 3.6 LN may temporarily suspend access to Lexis Advance until all unpaid amounts are paid in full. No claims directly or indirectly related to this Amendment with respect to amounts billed or payments made under, this Amendment may be initiated by Subscriber more than 6 months after such amounts were first billed to Subscriber. 4. Closed Offer The prices and other terms are subject to change if Subscriber has not submitted a signed original or copy on or before May 5, 2018. 5. Confidential Information Subject to any state open records or freedom of information statutes, this Amendment contains confidential pricing information of LN. Subscriber understands that disclosure of the pricing information contained herein could cause competitive harm to LN, and will receive and maintain this Amendment in trust and confidence and take reasonable precautions against such disclosure to any third person. This Section 5 will survive the termination or expiration of this Amendment. 6. SUPPORT AND TRAINING During the Term, Subscriber, with the support of LN, agrees to encourage the effective use of Lexis Advance through: (a) Mandatory basic training in the use of Lexis Advance by LN for all Authorized Users; (b) Meaningful participation in additional ongoing programs presented by LN to update and train Authorized Users; (c) Authorize the periodic distribution of memos or other communications by LN and/or Subscriber to Authorized Users; and (d) The periodic review with LN of Subscriber's Authorized User's use of materials and training under this Amendment. ND: SLGovt.LexisAdvance R3.5SubAmd-April2016 IDH 4830-8379-6014n /w� O 2016 LexisNexis. All rights reserved. I 25Q 4F Page 2 of 3 7. Miscellaneous This Amendment does not bind either party until it has been accepted by both parties. Subscriber may accept this Amendment by signing below. LN will accept this Amendment by providing Subscriber with access to Lexis Advance or by signing below. LEXISNEXIS WILL NOT ACCEPT ANY CHANGES, CORRECTIONS OR ADDITIONS TO THIS AMENDMENT UNLESS SUCH CHANGES ARE EXPRESSLY ACCEPTED BY LN IN WRITING. SUCH CHANGES WILL HAVE NO LEGAL EFFECT. AGREED TO AND ACCEPTED BY: Subscriber: Santa Ana City Attorney Office [MUST BE COMPLETED BY SUBSCRIBER] Authorized Subscriber Signature: Printed Name: Job Title: Date: LexisNexis, a division of RELX Inc. Authorized Signature: Name: Job Title: Date: ND: SLGovt-LexlsAdvance-R3.5SubAmd-April2016 IDH 4830-8379-6014 ITC © 2016 LexisNexis. All rights reserved. a Page 3 of 3 Lexis — Signature Page Subscription Agreement - Add -On (LPA) ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: Laura A. Rossini Senior Assistant City Attorney CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: Page I of 1 91 ® ���� � p� ' �� � � ® FIXED PRICE AGREEMENT I@� For CourtLink Services (For State/Local Government Market) "Customer": Santa Ana City Attorney Office "LN": LexisNexis, a division of RELX Inc. LN grants Customer a non-exclusive, non -transferable limited license to access and use the CourtLink products, services, features or menus ("CourtLink Preferred Services") listed below in accordance with the terms and conditions set forth herein and the General Terms and Conditions and Price Schedule which are incorporated herein by reference. The General Terms and Conditions and Price Schedule can be viewed or printed at www.lexisnexis.com/terms/government. 1. TERM This Fixed Price Agreement shall begin on the date the Customer billing account is activated by LN and continue for a non -cancelable period of 36 full calendar months ending on 12/31. 2020 (comprised of "Agreement Pedod(s)" and collectively, the "Term"). 2. COURTLINK PREFERRED SERVICES 2.1 In consideration of Customer's payment to LN, the monthly amount specified below (the "CourtLink Monthly Commitment"), and subject to Section 2.2 below, Customer will be provided with access to and use of the materials and features available in the services and/or menus ("CourtLink Preferred Services") listed below. Any partial month before the first full calendar month will be prorated. Any other CourtLink Services will be at the then current rates under the aoolicable Price Schedule. COURTLINK PREFERRED SERVICES NUMBER OF USERS AGREEMENT PERIOD COURTLINKMONTHLT COMMITMENT ECL 9 04/01/2018- 12/31/2018 01/01/2019- 12/31/2019 01/01/2020- 12/31/2020 „ $310 - -- 2.2 During the Term, LN will review Customer's actual monthly use (based on then current transactional Price Schedule) of the CourtLink Preferred Services ("Actual Use"). If the Actual Use exceeds five times the CourtLink Monthly Commitment, then the parties reserve the right to renegotiate in good faith the CourtLink Monthly Commitment. 3. CLOSED OFFER The offer of LN contained herein is valid until May 3, 2018. In order to implement the terms and conditions contained herein by the first day of a calendar month, LN must receive this signed Fixed Price Agreement by the 20th day of the preceding month. 4. CONFIDENTIAL INFORMATION This Fixed Price Agreement contains confidential pricing information of LN. Customer understands that disclosure of the terms and conditions contained herein could cause competitive harm to LN, and will receive and maintain this Fixed Price Agreement in trust and confidence and take reasonable precautions against such disclosure to any third person. 5. SUPPORT AND TRAINING During the Term, Customer, with the support of LN, agrees to encourage the effective use of the CourtLink Preferred Services through: (a) Mandatory basic training in the use of the CourtLink Preferred Services by LN for all Authorized Users; (b) Meaningful participation in additional ongoing programs presented by LN to update and train Authorized Users; (c) Authorized the periodic distribution of memos or other communications by LN and/or Customer to Authorized Users; and (d) The period review with LN of Customer's Authorized User's use of materials and training under this Fixed Price Agreement. 6. MISCELLANEOUS This Fixed Price Agreement represents the entire agreement between the parties with respect to the subject matter contained herein and all other prior agreements, proposals, purchase orders, representations, promises or understandings, whether oral or in writing, are superseded in their entirety by this Fixed Price Agreement. ND: SLGovt-CourtLink-FixedPdceAgtSept2015 ID# 4842-7426-7175 © 2015, LexisNexis, a Customer hereby agrees to the terms and conditions of this Fixed Price Agreement as originally provided, including the General Terms and Conditions and Price Schedule. Customer further agrees that all use of the CourtLink Preferred Services shall be in compliance with the foregoing. AGREED TO AND ACCEPTED BY: Santa Ana City Attorney Office LexisNexis, a division of RELX Inc. Customer BY: NAME: TITLE: DATE: Customer hereby certifies there are number of users under this Fixed Price Agreement BY: NAME: TITLE: DATE: Lexis — Signature Page Subscription Agreement - Courtlink ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By:Q�c;u rbr �621JlJ� l Laura A. Rossini Senior Assistant City Attorney CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: Page 1 of 1 ?X5QT9 25D-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: APPROVE AN AGREEMENT WITH STRAIGHTLINE COMMMUNICATIONS LLC FOR WATER QUALITY CONSUMER CONFIDENCE REPORT AND AUXILIARY SUPPORT SERVICES (RFP NO. 17-131) (STRATEGIC PLAN NO. 5,4) CI Y MANAGER 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 Authorize the City Manager and Clerk of the Council to execute an agreement with Straightline Communications LLC for the preparation of the annual Water Quality Consumer Confidence Report and auxiliary support services, for a three-year period beginning April 3, 2018, and expiring April 2, 2021, with a provision for a two-year renewal exercisable by the City Manager and City Attorney, in the amount not to exceed $70,000 annually, including an annual lump sum fee of $15,500 for preparation of the annual report and up to $54,500 for annual auxiliary services for the term of the agreement, subject to nonsubstantive changes approved by the City Manager and City Attorney. The California Domestic Water Quality and Monitoring Regulations (Title 22 of the California Code of Regulations) require community water systems to prepare a Water Quality Consumer Confidence Report (WQCCR) accessible to its customers annually by July 1. The WQCCR summarizes information regarding water sources (i.e., rivers, lakes, reservoirs, aquifers, etc.), any detected contaminants, and compliance and educational information. Since 2013, the City has adopted a paperless interactive WQCCR, which is accessible online at http://www.santaanaccr.org. The micro site allows the City to better inform the public regarding water quality issues and topics, and fulfills State regulations. In addition to the WQCCR, the Water Resources Division is requesting auxiliary services. These services may include developing a drought response campaign, water conservation campaign, drought outreach campaign, outreach, communications, and other services as needed. A Request for Proposals for preparation of the Water Quality Consumer Confidence Report and Auxiliary Support Services was advertised on January 16, 2018, on the City's online bid management and publication system. Two proposals were received and evaluated by a selection committee. Listed below are the responding firms and their respective scores: 25E-1 Agreement with Straightline Communications LLC April 3, 2018 Page 2 Rank Company Name I Location Total Score 1 —Straightline Communications LLC Sherman Oaks 90.4 2 We The Creative Newport Beach 84.12 Following evaluation and ranking of the proposals, staff recommends awarding a contract to Straightline Communications LLC, based on their higher rating. Their proposal contained a clear path toward achieving the City's 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 #4 (support neighborhood vitality and livability). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding for the agreement is available in FY 17-18 and will be budgeted in subsequent fiscal years from the Water Quality & Measurement – Professional Services account (No. 06017644-62300), as identified in the estimated spending plan below: FY 17-18 FY 18-19 FY 19-20 FY 20-21 TOTAL 000 $35,000 $210,000 APPROVED AS TO FUNDS AND ACCOUNTS: Edwin "William" G�, P.E. Francisco Gutierrez Acting Executive erector Executive Director Public Works Agency Finance & Management Services Agency EWG/NS/RR/KR Exhibits: 1. Agreement with Straightline Communications LLC 2. Straightline Communications LLC, Proposal 25E-2 AGREEMENT FOR PREPARATION OF WATER QUALITY CONSUMER CONFIDENCE REPORT AND TO PROVIDE RELATED AUXILIARY SERVICES THIS AGREEMENT is made and entered into this 3rd day of April, 2018 by and between .Straightline Communications, LLC ("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 January 16, 2018, the City issued Request for Proposal No. 17-131, by which it sought a consultant to prepare a comprehensive Water Quality Consumer Confidence Report and to provide related auxiliary support services. 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. 17-131. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services that were described in the scope of work that was included in RFP No. 17-131 and further described in Exhibit A. Consultant's proposal is incorporated in full by reference as though fully set forth herein. 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 annual sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $70,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work 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 25E-3 rM0EEKf li W9 This Agreement shall commence on the date first written above and terminate on April 2, 2021, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one 2 -year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all 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 Page 2 of 8 25E-4 the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. Page 3 of 8 25E-5 (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 famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant 's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Page 4 of 8 25E-6 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a•publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana Page 5 of 8 25E-7 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Consultant: Straightline Communications, LLC 14930 Greenleaf Street Sherman Oaks, CA 91403 Attn: Linda O' Hanlon, President A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement Page 6 of 8 25E-8 shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City, 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Page 7 of 8 25E-9 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: Jo i M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Edwin "William" Galvez, P.E. Acting Executive Director, Public Works Agency CITY OF SANTA ANA PAUL GODINEZ II City Manager CONSULTANT Name: Title: Page 8 of 8 25E-10 SIL PRO POSAL City of Santa Ana I Water Resources Division RFP #17-131 EXHIBIT A SCOPE OF SERVICES APPROACH SL will use a systematic and disciplined approach to completing the CCR to ensure the City of Santa Ana meets all regulatory requirements well in advance of the State of California's July 1 deadline. Our approach is thorough: each client meeting and conference call is followed-up with a recap listing important points discussed, next steps, deadlines and individuals responsible for each milestone. We will remain in continual contact with City staff to keep them apprised of our progress. Reminders are sent to City staff when deliverables are needed. Within this structure, we strive to be nimble and responsive, always adapting to special circumstances that may arise and meeting client's requests in a timely manner. 2017 WQCCR Overview: The City of Santa Ana, Water Resources Division, as with all private and municipal water districts, is required by federal and state agencies to produce and distribute an annual 'Water Quality Consumer Confidence Report" (WQCCR) by July 1 each year to inform residents about the source and quality of their drinking water. This mandate was established by Congress in 1996 and expanded the terms of content and format for annual water quality reports that California water systems began distributing in 1990. The WQCCR includes information on water sources, drinking water regulations, monitoring requirements, levels of any detected contaminants, and additional educational information. The WQCCR is designed to help consumers make informed choices that affect their health, educate consumers about the challenges of delivering safe drinking water, and highlight the importance of conserving and protecting this valuable resource. For the past 11 years, Straightline Communications has worked with the City to produce this annual report and has helped the City fulfill this mandate. For the first time in 2012, the City was able to "go green" and meet its requirements with a paperless alternative. Straightline Communications designed, produced and launched www.SantaAnaCCR.orq, making available the 2012 CCR online as well as electronically. Straightline Communications also assisted the City in meeting its notification requirements and "good faith" efforts to ensure water customers and all other consumers of Santa Ana water are informed about the WQCCR, its expected date of release, and how they can obtain a copy of the report. These special communications have included announcements on water bills, bill stuffers, flyers, bus shelter ads, social media posts and press releases. 25E-11 S L PRO P OSA L City of Santa Ana I Water Resources Division RFP #17-131 Implementation Plan: SL will conduct, obtain, and analyze data from various sources to ensure and provide current information regarding water regulations and any variances for California pubic water suppliers. This incudes obtaining and carefully reviewing the CCR Guidance Manual (a document released each year by the California Department of Public Health Division of Drinking Water and Environmental Management) to assess changes in report content, format, and distribution, ensuring the CCR is in conformance with the State regulations and law. SL will also monitor the Department's website for changes in required content such as terms of newly adopted Maximum Contaminant Levels, Public Health Goals, and other revised regulatory requirements. SL is familiar with water quality monitoring regulations for public water systems and has a good understanding of water quality reporting and notification procedures required by federal and state regulatory agencies. 2. SL will coordinate all meetings with City staff throughout the term of its agreement. At the onset of SL's engagement, we will call an initial meeting with the Water Resources Manager, Principal Civil Engineer, and other City staff to discuss the PWA Water Resources Division's objectives, projects, programs and initiatives for the year. During the meeting, we will discuss and recommend specific content and design themes for the 2017 CCR, as well as refine our production timeline. Content will include, but not be limited to: • Opening message from the PWA Executive Director • Mandatory Requirements: Information about the City's water system and sources of water (e.g. ground water, surface water etc.); contacts and a list of opportunities for public participation in decisions that affect drinking water quality; statement in other languages about the importance of the report and contact information; definitions of key terms regarding contaminant data; a key of terms and abbreviations; the centerpiece of the CCR: a table reporting levels of regulated and unregulated detected contaminants; and—if applicable—a Tier 3 public notice for a monitoring violation or other type of violation or situation. The CCR also includes mandatory statements about: drinking water contaminants; contaminants that may reasonably be expected to be found in drinking water; the risk of infection for some people who may be more vulnerable to contaminants; and special requirements for nitrate, arsenic, and lead. • Articles about water and energy conservation tips, other green initiatives, ways to prevent source water pollution, important public works projects in development, rebate programs, landscaping tips, water education programs sponsored by the City, and more. • Checklists and other helpful tools to detect water leaks, read water meters, ways to save money on water bills, and a list of important City telephone numbers, which has been a popular feature. 25E-12 SL P ROP OSA L City of Santa Ana I Water Resources Division RFP #17-131 • Supporting graphics and photos such as images of PWA personnel at work, Santa Ana landmarks, native plants, a California map with its water systems, logos, icons, charts and infographics. All graphics and images will comply with all copyright rules and regulations. 3. SL will prepare and present an outline of the content along with a design concept. The design concept will be distinctive with its own theme, yet maintain the overall CCR branding established three years ago. This design will be carried throughout the interactive and web based WQCCR, as well as all special communications relating to the 2017 CCR. 4. Special communications are designed to inform customers about the 2017 CCR and its expected date of release. SL will (1) develop and coordinate water customer bill messages (electronic and print); (2) write announcements to be published in Santa Ana Green, Nixel, and local newspapers; (3) design bus shelter ads, flyers, and full color bill stutters; and (4) develop a series of social media posts with graphics to promote the CCR. 5. Upon the City's approval of the CCR content outline and design concept, we will begin working on the editorial content, which will involve client conference calls, research, interviews, copywriting, and editing. Once the editorial content is reviewed and approved by the City, we will submit the content for translation into Spanish. 6. SL will design an 8.5 x 11 PDF report that can be downloaded from santaanaCCR.org and printed by Santa Ana residents. The design will include creating new graphics and charts; purchasing stock photography; stylizing, formatting, and proofing the data tables supplied by the Water Resources Division; and coordinating additional images from other City departments and water agencies (when applicable). We will layout two versions: English and Spanish, and will execute two rounds of client revisions before generating a final draft. The final draft will be submitted to our proofreader for any typos or minor design inconsistencies, which will be corrected or adjusted at that time before submitting to the client for final approval. 7. As the PDF report is being finalized, SL will focus on updating santaanaccr.org with the new CCR content. We will archive the previous year's content and create new pages for the 2017 CCR. Updating the site includes CMS extension testing and revisions, creation of additional graphics if needed, content proofing, generation of a new table of contents and changes to the site's navigation. Aside from completing the online 2017 CCR, we will manage and update the site throughout the year while provide recommendations to the Water Manager regarding best practices in web design, technology platforms, and navigation as well as ways to best leverage the site for important announcements. 25E-13 S L P R O P O S A L City of Santa Ana I Water Resources Division RFP #17-131 ANCILLARY SERVICES & PROJECTS SL will design and produce outreach material as well as support all other communications needs of the Water Resources Division throughout the year. In addition to the 2017 WQCCR outlined above, SL will: • Develop an annual strategic plan that will meet the Water Resources Division's objectives, initiatives and budget. The plan, which will essentially serve as a blueprint for the Water Resources Division's outreach activities and outline actionable steps, will be developed after our initial meeting with the Water Resources Manager, Principal Civil Engineer, and other City staff. • Implement strategies outlined in the plan to promote the City's various initiatives and campaigns, including: Every Drop Countsl, Fill It From The Tapl, Santa Ana's Award Winning Water, Annual Mayors Challenge, Annual WQCCR, Annual Youth Water Poster Contest, as well as the FOG and SoCal Water$mart Rebate programs. This may include establishing community partnerships and creating and coordinating a special event. Recommend and develop artwork for items that promote these campaigns and initiatives. These promotional items, which the Division hands out at community events, would include branded tee-shirts, stress release balls, erasers, rulers, tote bags, sports bottles, water pitchers, shower timers, cell phone holders, pencils/pends, crayon boxes, California Native seeded paper coasters, food scrapers, and yard signs. • Write, edit, design, and generate camera-ready art for printed pieces that promote the City's initiatives and campaigns including direct mail brochures, flyers, newsletters, postcards, informational and activity packets. banners, posters, bus shelter ads and signage. • Write and edit press releases for distribution to the media and articles for Santa Ana Green and Nixel about important wafer -related announcements, water quality programs, and water construction projects. • Develop submissions for awards by the APWA, OCEC and CMUA to garner further recognition for the PWA's Water Resources Division. • Develop water -related messaging, talking points, and multi -media presentations for City Councilmembers, the PWA Executive Director, and Water Resources Division Manager as needed. 25E-14 S L P ROPOSA L City of Santa Ana I Water Resources Division RFP #17-131 • Producing these types of special projects will involve additional client meetings and/or conference calls, research, interviews, copywriting, editing, design, creating new graphics, purchasing stock photography, proofreading, vendor relations, obtaining estimates, and coordinating with City approved vendors. Not included in the scope of the budget is actual printing, product purchases, wire services for press releases or other significant reimbursable costs such as photography, Implementation Plan: 1. As stated above, SL will assess, identify and prioritize the focus of the Division's outreach in 2018 (and each year following) in collaboration with the Water Resources Manager, Principal Civil Engineer, and other City staff. This will be accomplished during our initial meetings, after which we will develop a strategic plan outlining the projects to be carried out. 2. With each project, SL will make recommendations for messaging and branding, outline action items, assign tasks, and develop a specific production timeline. 3. As in all good strategic planning, we will build in flexibility to support arising needs throughout the year and ensure the City's initiatives are effective. 25E-15 S L P R O P O S A L City of Santa Ana I Water Resources Division RFP #17-131 SUMMARY OF DELIVERABLES • Creation of the interactive and web based WQCCR o twelve (12) water related articles o All required standard and special messages and notices o All graphics, charts, pictures and other visuals to support the WQCCR design o Design and layout of the 8.5 x 11 PDF report in English and Spanish. o Archiving previous WQCCR, web design and programming for new WQCCR, and ongoing updates to santaanaccr.org • Ancillary Services and Printed Products o Development of one (1) annual strategic plan which will include strategies and tactics for the Water Resources Division's campaigns, initiatives and special events o A total of twenty-four (24) double sided brochures (or other print formats such as postcards, letters, bill stuffers, flyers) for public distribution on water -related topics and campaigns o Development of all required standard and special messages and public notices regarding water quality standards o Branding for one (1) new water related campaign per year o A total of twelve (12) water -related articles to be published in local newspapers, pamphlets and City newsletters per year o A total of four (4) bus shelter ads/posters per year to announce the annual WQCCR and other initiatives/campaigns o One (1) Youth Activity Packet and Teacher Packet (associated with the Youth Water Poster Contest) each year o All visuals to support the production of printed collateral and promotional items as outlined in previous section "Ancillary Services & Projects" o All research, writing, editing, Spanish/Vietnamese translation (as needed) and creative development for written materials, and presentations as outlined in previous section "Ancillary Services & Projects" o Meetings, conference calls, emails and other program management to effectively execute activities and products as outlined in previous section "Ancillary Services & Projects' 25E-16 S L PRO P OSA L City of Santa Ana I Nater Resources Division RFP #17-131 SCHEDULE I TIMELINE SL has provided a preliminary timeline (schedule) for the production of the WQCCR. This timeline is accelerated due to the late start in developing the WQCCR and mandatory deadline. A schedule for all else contained in this proposal will be created after specific deliverables and deadlines are established. DATE WQCCR MILESTONE 21 -Mar Project Start 22 -Mar Kick-off Meeting 29 -Mar Complete special CCR communications 29 -Mar Complete CCR content outline + design concepts 2 -Apr Begin work on CCR content development 2 -Apr Tables with data from City due 5 -Apr Complete 2018 Communications Plan 5 -Apr Bus shelter ad artwork to vendor 5 -Apr Meeting + presentation of work in progress 12 -Apr CCR articles, tips, etc. approvals due 19 -Apr Meeting + presentation of PDF report design 23 -Apr PDF report revisions 26 -Apr PDF CCR finalized and approvals 4 -May Meeting + presentation of site design proposal 18 -May Finalize site design 25 -May Site testing, approvals 1 -Jun 2017 CCR goes live 1 -Jul July 1 mandatory deadline 25E-17 EXHIBIT B APPENDIX ATTACHMENT 4: ADDITIONAL PROVISIONS CERTIFICATION AND PROPOSAL FEE SCHEDULE Certification - I certify that I have read, understand and agree to the terms and condition of this Request for Proposals. l have examined lite Scope of Services (Appendix A) and tun familiar with the scope of work. l aim familiar with all the existing Conditions and limitations that may impact work requests. I understand and agree that I ani responsible for reporting any oras, omissions or discrepancies to [fie City fill- clarification prior to the submission of my proposal. Proposal Item Price —Lump Sunt Fee (Per Year) must be inclusive of all costs Including but not limited to, direct and indirect costs for labor, overheitrl incidental supplies travel mileage and fuel to Produce the annual Nater Quality Consumer Confidence Report Please provide sepmate rate schedule to produce Auyildary Services: Sunport Services • nd Printed Products. Rate increases duc to material costs increases shall be subject to mutually agirecable terms between the Yater Resources Division and the Consultant Labor increases are not allowed fa• the duration of the contract. Nater Quality Consumer Confidence Repot and Auiiliaty Suppoi-t Services FEE SCHEDULE TO: CITY COUNCIL OF THE CITY OF SANTA ANA FRONT: Straightline Communications REQUIREMENT: The undersigned declares that he/she has carefully examined the request for proposal, that he/she has examined the Proposed Scope of Services, an([ hereby proposes to rurnish all material and do all the work required to complete the said work in accordance with said Proposed Scope of Services, for the unit price(s) set forth in the following schedule: Item DCSCRIPTION Unit Quantity Unit Price TOTAL PRI Cr 1. Haler Qualify Consumer Confidence Report I Lump Sum $15,500 (Per Year) S 3-- txiliar'y-geppert Services � Sgy�nn Straightline Communications LLC 818.386.1916 Legal Nanlc of Company Phonc and Fax Numbers City of Santa Ana RFP 17-131 25E-18 EXHI BIT B i 14930 Greenleaf Street, Sherman Oalcs, CA 91403 Business Address Linda O'Hanlon President Name ofIauthorized a ,ent Title (Printed) 2/12/2018 ohanlon©straightlinecomm.wm g; ti of authorized agent Date E-mail Address 51-0508600 Federal 1D number (if applicable) Contractor license number (if applicable) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP 17-131 25E-19 EXHIBIT B S L P R O POSAL City of Santa Ana I Waler Resonrces Division RFF' ii'17-'i3 EXHIBIT B FEE AND HOURLY RATE SCHEDULES Fee Schedule Following is a breakdown of labor and direct costs per task. These costs make up the total annual cost of $45,000 for deliverables outlined in the proposal. See the attached "Certification of Understanding & Proposal Fee Schedule" under Exhibit D. Project/Task Not -to -Exceed Total Amount WQCCR: Creation of the interactive and web -based WQCCR. Ongoing $12,500 management and maintenance of santaansocr.org. (includes all visuals to support the production of printed collateral and promotional Items) Printed Products Design and production of print -ready art for a total of twenty-four (24) double $10,000 sided brochures (or other print formats such as bill stuffers, postcards, letters, flyers) for public distribution on water -related topics and campaigns Design and production of print -ready art for a total of four (4) bus shelter $3,000 ads/posters per year to announce the annual WQCCR and other initiatives/campaigns Development of one (1) Youth Activity Packet and Teacher Packet $1,250 (associated with the Youth Water Poster Contest) Ancillary Services Branding for one (1) new water related campaign $1,250 A total of twelve (12) water -related articles to be published in local $6,000 newspapers, pamphlets and City newsletters per year Other written/electronic materials including press releases, awards $7,500 submissions, talking points, and multi -media presentations as outlined in previous sectlon "Ancillary Services & Projects" Strategic planning, meetings, conference calls, emails and other project $3,500 management to effectively executive all activities outlined in proposal. 25E-20 EXHIBIT B SL PROPOSAL Cit} of Santa Fain I Wwor Resourc:is Divi sic Hourly Rate Schedule Hourly rates for all staff and agent classifications that may be assigned to work on this project are outlined below, Principals and associates providing professional services related to research, creative development, writing, editing, editorial placement, strategic planning, general client counsel and meetings etc................................................................................. $175 Graphic and web designer.......................................................... ..................... I....................... $110 Proofreader... ....... ............................................................................. ...................................... $75 Translator .................................. 25E-21 $50 V 25E-22 PROPOSAL Straightline Communications is pleased to respond to the City of Santa Ana's request for proposals (RFP No.: 17-131) to prepare and deliver a comprehensive Water Quality Consumer Confidence Report (CCR) as well as provide a range of ancillary services to support the Water Resource Division's outreach initiatives. Exhibit 2 25E-23 STRAIGHTLINI c o m m u n i c a t i o n s S L P R O POSA L City of Santa Ana I Water Resources Division RFP #17-131 LETTER OF INTRODUCTION One of the most important functions of the City of Santa Ana Public Works Agency is to maintain a healthy, reliable and safe drinking water supply for residents. An essential part of its role is to keep residents apprised of ongoing PWA projects, critical announcements on an as - needed basis, other important initiatives such as ongoing water conservation and pollution reduction, as well as educational and rebate programs available to the public. The Water Resources Division is an award-winning agency that has earned recognition over the past 7 years for producing among the nation's best and highest quality tap water. The division also has been recognized in recent years for its reliability, efficiency and green approach to public works projects by such prestigious organizations as the Institute for Sustainable Infrastructure (ISI), Southern California Chapter of the American Public Works Association, (APWA), Orange County Engineering Council (OCEC), and California Municipal Utilities Association (CMUA). Just last year, CMUA honored the City of Santa Ana with the 2017 Resource Efficiency & Community Service Award. The award recognized the City's successful community program "Every Drop Counts: Let's Not Waste It" as the Best Water Program in the small utility category. Understanding of Need Straightline Communications (SL) looks forward to the opportunity of building upon the PWA's legacy within the scope of this proposal, which the City of Santa Ana Public Works Agency has identified as follows: Interactive, web based and printable [PDF] Water Quality Consumer Confidence Report (WQCCR) in English and Spanish. • Ongoing updates to the City's web -based WQCCR. Marketing collateral such as bus shelter ads, banners, posters, flyers, brochures, postcards, bill inserts and letters. Special pieces to promote campaigns such as Youth Activity Workbooks and Teacher's Packets for the Water Youth Poster contest. Many of these collateral will be in English, Spanish and Vietnamese. • Media relations including press release writing, story pitching, media outreach and target media list maintenance as needed. • Marketing and community outreach campaigns, including o Annual Water Youth Poster Contest o Every Drop Counts Page 2 of 24 25E-24 S L P R O P O SAL City of Santa Ana I Water Resources Division RFP #17-131 o Fill It From The Tap! o Mayor's Challenge o Santa Ana's Award Winning Water o FOG and SoCal Water$mart Rebate programs • General copywriting and editing including but not limited to: o Water and wastewater system articles for the City's various communication channels including Santa Ana Green, Nixel, website [santa-ana.org] o Posts for the City's social media channels o Rate notices o Awards submissions o Speaking points, scripts and content for PowerPoint and other multi -media presentations. • Other ancillary services to support the Water Resources Division such as researching and recommending promotional items and vendors, attending meetings, program management and logistics, and strategic partnership development as needed. We present our firm profile and experience, relevant project experience, an organizational chart and team bios, as well as references, beginning on the following page. Our "Scope of Services" under "Exhibit A" further outlines our understanding of the Water Resources Division's needs, our approach, a detailed explanation of activities, an implementation plan and a timeline to complete the deliverables. A corresponding budget or "Fee Proposal" is included under separate cover as required in the City of Santa Ana's RFP. We have reviewed and concur with all provisions as contained in the sample "Standard Agreement" provided by the City of Santa Ana. We look forward to answering any questions you may have regarding this proposal and thank you again for the opportunity to respond to your RFP. Linda O'Hanlon Date President Straightline Communications LLC 25E-25 Page 3 of 24 S L P R O P OSA L City of Santa Ana I Water Resources Division RFP #17-131 QUALIFICATIONS & EXPERIENCE Straightline Communications LLC is a strategic public relations and marketing firm based in Los Angeles, California. Since 1991, our overriding focus is to develop meaningful solutions for companies and organizations to more effectively influence their target markets and achieve their goals. We've supported large companies across a broad range of industries, and we've helped start-up ventures get on their feet. We've also aided non-profit organizations to develop core messages to create mindshare about social issues. Large and small, we value each of our clients and are proud of the long-term client relationships we've maintained over the years. As a value driven agency, we operate on a cost-efficient basis but have the wherewithal to service all our clients' needs—drawing on a diverse range of in-house and third party resources. Our structure allows us to bring together the right teams and resources at the right time. We move fluidly with our clients, adjusting according to their needs. Our biggest asset is our associates who are experienced professionals that come from large corporate or PR agency settings. What does all this mean to clients? We deliver large agency strategic thinking and services without high overhead costs and layers of account management. Our current clients include Lockton Insurance Brokers, LLC, the law firm of Roxborough, Pomerance, Nye & Adreani, Motion Picture & Television Fund, and Jiaflix Entertainment. Due to our structure and current workload, Straightline is fully capable of fulfilling all services and deliverables outlined in this proposal. RELEVANT EXPERIENCE Over the years, Straightline Communications has developed marketing collateral for various municipal water agencies including West Basin Municipal Water District, Central Basin Municipal Water District, Mesa Water District, and City of Santa Ana, Water Resources Division. These projects include quarterly newsletters for water customers; development of an RFP for Brand Identity Guidelines, based on our expertise in campaign and corporate branding; a wide range of activities for the City of Santa Ana's Water Resources Division including: the development and management of community outreach campaigns, strategic partnerships, event planning, production of annual WQCCRs, development and management of a CCR microsite (santaanaccr.org) as well as the PWA's water/sewer section of santa-ana.org, development of a full line of marketing collateral, and the creation of outdoor signage and banners. Page 4 of 24 25E-26 S L P R O P O SAL City of Santa Ana I Water Resources Division RFP #17-131 Our campaigns Every Drop Counts! and Fill it From The Tap! have earned awards and recognition by the CMUA. We have also developed presentations, speeches, and talking points for the (1) Mayor's Challenge, (2) Tree People's "Walking Water" event—attended by heads of the State Water Board, LADWP, Metropolitan Water District, LA Mayor's Office, Food and Water Watch, Owens Valley Committee, and LA Sanitation/One Water—the (3) Southern California Spain Investment Summit, (4) William C. Velazquez Institute Latin@ Academy on Water Policy, and (5) At the Tap: Tools to Identify & Address Community Drinking Water Concerns in Los Angeles County. We have also developed full multi -media presentations for the City of Santa Ana's AMI and IP3 projects. We believe our experience is extensive and can fully meet the scope of services outlined in this proposal. STRAIGHTLINE TEAM We enjoy working closely with clients as their in-house public relations and marketing team, participating in monthly meetings to stay apprised of any new issues and new developments as well as to report on our ongoing PR, marketing and community outreach activities. We will continually evaluate and refine goals. We will recommend alternative courses of action and add creative perspective when needed. 25E-27 Page 5 of 24 S L P R O P O SAL City of Santa Ana I Water Resources Division RFP #17-131 ORGANIZATIONAL CHART Linda O'Hanlon [project manager] 50% Project Allocation John Novaria [associate writer] David Barker [designer] I 15% Project Allocation I I 20% Project Allocation I Frank Herrera Martha Zavala Julie Damore [web developer] [translator] [proofreader] 10% Project Allocation 3% Project Allocation 2% Project Allocation Page 6 of 24 25E-28 S L P R O P O SAL City of Santa Ana I Water Resources Division RFP #17-131 TEAM BIO Linda O'Hanlon Linda O'Hanlon is a communications specialist with more than 28 years of diversified experience in public relations and marketing. As president of Straightline Communications LLC, she directs all facets of public relations/marcom activities for clients and counsels senior management on strategic issues and planning. Her expertise includes structuring and implementing consumer, business -to -business and internal communications programs involving strategy counseling, media and community relations as well as the development of marketing collaterals and corporate advertising. Over the course of her career in communications, she has helped deliver results for well known companies such as Time Life, Holiday Inn, Coldwell Banker, Forest City Properties, Melvin Simon & Associates (now Simon Properties), and Superior Industries International, Inc. She has structured, implemented and managed community outreach campaigns for public water agencies and integrated corporate communications programs for companies in industries ranging from real estate, hospitality, legal, and financial services to manufacturing, healthcare and insurance. • Positioned client executives as ACA thought leaders in the entertainment industry, securing interviews and stories in national business publications including Wall Street Journal, Bloomberg/Businessweek, Inc., USA Today, Kaiser Health News, US News & World Report, MarketWatch and CFO magazine. • Spearheaded a national media campaign for Coldwell Banker, achieving coverage in all major markets including local network news, national syndicated television and radio programs, daily newspapers, and national publications such as the Wall Street Journal and USA Today. • Established a bilateral consumer and business -to -business communications program for a real estate organization; achieving in the first year +100 articles in trade publications and newspapers statewide. • On behalf of a regional bank, implemented a cohesive sales and account retention program involving corporate positioning and message development, industry -targeted letters, customer satisfaction surveys, direct mail, and advertising. In addition to organizing client events and industry panel discussions on behalf of select clients, she has also managed publicity for fundraising events including UCLA Surgery Department, UCLA Center on Aging (now known as the UCLA Longevity Center), and Phoenix House. 25E-29 Page 7 of 24 S L P R O P O SAL City of Santa Ana I Water Resources Division RFP #17-131 TEAM BIO John Novaria John Novaria is an Emmy award winning journalist and communications consultant. His 30 -year career spans television news, PR consultancy and corporate communications. John has served as global media relations leader at GE Insurance Solutions and communications director for the Americas region at Swiss Re. He partnered with celebrities Rob Lowe, Lucy Liu and Patricia Arquette to promote Lee National Denim Day® and propel it to the nation's largest single -day fundraiser for breast cancer awareness. At Raytheon, he helped improve performance by designing and implementing a communication platform for the divisional CEO and 1,600+ managers, providing them with tools to explain the strategy to their teams. As principal of Novaria Communication, he has represented clients including the Better Business Bureau, D&B Credibility Corp., HNTB, Lockton, Surplus Line Association of California and Swiss Re. • Led global media relations for GE's reinsurance/commercial insurance division • Led marketing communications for Swiss Re's Group Life division (US and Canada) • Created content and consulted for D&B Credibility Corp. • Media relations consultant to Better Business Bureau Serving Los Angeles • Authored white papers on cyber risk and shareholder litigation for Lockton John has a bachelor's degree in English from Princeton and a master's degree in Journalism from the University of Missouri. Page 8 of 24 25E-30 S L P R O P O SAL City of Santa Ana I Water Resources Division RFP #17-131 David Barker David is a creative director and multimedia designer who brings our clients' projects to life. With more than 25 years of experience working in Central London, Sydney and now the US, he oversees all aspects of Straightline's project design process, from the conceptual stages to final product delivery. However, David's true strength is how he thinks: he gets the big picture. He is a creative, visual thinker who takes an idea through multiple stages, shaping the idea into a reality. David is expert at corporate identity, rebranding, packaging, environmental graphics and other design mediums such as electronic billboards, vehicle wraps, and exhibit booths. He has developed branding for campaigns and a wide range of collateral materials including brochures, stationery packages, flyers, tent cards, banners, newsletters, advertisements and signage for Straightline clients. His ability to transcend all areas of design—from initial identity programs, through physical and environmental application, to print and marketing campaigns—makes David an important asset to our creative team. His experience includes working with small businesses, retailers and corporate clients, including well known brands such as Mikawaya, Gucci, Legal & General, AXA, Sydney Olympics 2000, Disney, Australian Recording Industry, Golden Wonder, Los Angeles Ballet Academy and Meiko. 25E-31 Page 9 of 24 S L P R O P O SAL City of Santa Ana I Water Resources Division RFP #17-131 TEAM BIO Frank Herrera Frank is our award winning team member who has designed, developed and maintained websites for Straightline clients. He helps brands achieve their social media marketing and management goals using the latest Internet research tools. With more than 10 years experience working on I 00 of projects for clients worldwide, he focuses on developing practical solutions, using a wide array of mature and proven CMS components and plugins, to solve common small business website requirements. He specializes in Wordpress and Joomla! programming with an emphasis in marketing, eCommerce, community and membership sites. He designs practical and modern Uls that leverage the capabilities of modern technology. Another area of his expertise is in expanding a CMS' core functionality by integrating RIA technologies, such as Javascript, Flex, ActionScript, jQuery and third party API's. Competencies • Bootstrap • CSS3 • Drupal • HTML5 • Joomla Design • Joomla Security • Landing Page Design & Code • PSD to HTML • Web Design • Web Programming • WordPress Page 10 of 24 25E-32 S L P R O P O SAL City of Santa Ana I Water Resources Division RFP #17-131 EXHIBITS A -SCOPE OF SERVICES B -FEE PROPOSAL, INCLUDING HOURLY RATES [included under separate cover, in sealed envelop] C -CERTIFICATIONS NON -COLLUSION AFFIDAVIT NON -LOBBYING CERTIFICATION NON-DISCRIMINATION CERTIFICATION D -ADDITIONAL PROVISIONS CERTIFICATION OF UNDERSTANDING & PROPOSAL FEE SCHEDULE E -SAMPLE WQCCR Page 12 of 24 25E-33 SL P R O P O SAL City of Santa Ana I Water Resources Division RFP #17-131 EXHIBIT A SCOPE OF SERVICES APPROACH SL will use a systematic and disciplined approach to completing the CCR to ensure the City of Santa Ana meets all regulatory requirements well in advance of the State of California's July 1 deadline. Our approach is thorough: each client meeting and conference call is followed-up with a recap listing important points discussed, next steps, deadlines and individuals responsible for each milestone. We will remain in continual contact with City staff to keep them apprised of our progress. Reminders are sent to City staff when deliverables are needed. Within this structure, we strive to be nimble and responsive, always adapting to special circumstances that may arise and meeting client's requests in a timely manner. 2017 WQCCR Overview: The City of Santa Ana, Water Resources Division, as with all private and municipal water districts, is required by federal and state agencies to produce and distribute an annual "Water Quality Consumer Confidence Report" (WQCCR) by July 1 each year to inform residents about the source and quality of their drinking water. This mandate was established by Congress in 1996 and expanded the terms of content and format for annual water quality reports that California water systems began distributing in 1990. The WQCCR includes information on water sources, drinking water regulations, monitoring requirements, levels of any detected contaminants, and additional educational information. The WQCCR is designed to help consumers make informed choices that affect their health, educate consumers about the challenges of delivering safe drinking water, and highlight the importance of conserving and protecting this valuable resource. For the past 11 years, Straightline Communications has worked with the City to produce this annual report and has helped the City fulfill this mandate. For the first time in 2012, the City was able to "go green" and meet its requirements with a paperless alternative. Straightline Communications designed, produced and launched www.SantaAnaCCR.org, making available the 2012 CCR online as well as electronically. Straightline Communications also assisted the City in meeting its notification requirements and "good faith" efforts to ensure water customers and all other consumers of Santa Ana water are informed about the WQCCR, its expected date of release, and how they can obtain a copy of the report. These special communications have included announcements on water bills, bill stuffers, flyers, bus shelter ads, social media posts and press releases. Page 13 of 24 25E-34 S L P R O P OS A L City of Santa Ana I Water Resources Division RFP #17-131 Implementation Plan: 1. SL will conduct, obtain, and analyze data from various sources to ensure and provide current information regarding water regulations and any variances for California pubic water suppliers. This incudes obtaining and carefully reviewing the CCR Guidance Manual (a document released each year by the California Department of Public Health Division of Drinking Water and Environmental Management) to assess changes in report content, format, and distribution, ensuring the CCR is in conformance with the State regulations and law. SL will also monitor the Department's website for changes in required content such as terms of newly adopted Maximum Contaminant Levels, Public Health Goals, and other revised regulatory requirements. SL is familiar with water quality monitoring regulations for public water systems and has a good understanding of water quality reporting and notification procedures required by federal and state regulatory agencies. 2. SL will coordinate all meetings with City staff throughout the term of its agreement. At the onset of SL's engagement, we will call an initial meeting with the Water Resources Manager, Principal Civil Engineer, and other City staff to discuss the PWA Water Resources Division's objectives, projects, programs and initiatives for the year. During the meeting, we will discuss and recommend specific content and design themes for the 2017 CCR, as well as refine our production timeline. Content will include, but not be limited to: • Opening message from the PWA Executive Director Mandatory Requirements: Information about the City's water system and sources of water (e.g. ground water, surface water etc.); contacts and a list of opportunities for public participation in decisions that affect drinking water quality; statement in other languages about the importance of the report and contact information; definitions of key terms regarding contaminant data; a key of terms and abbreviations; the centerpiece of the CCR: a table reporting levels of regulated and unregulated detected contaminants; and—if applicable—a Tier 3 public notice for a monitoring violation or other type of violation or situation. The CCR also includes mandatory statements about: drinking water contaminants; contaminants that may reasonably be expected to be found in drinking water; the risk of infection for some people who may be more vulnerable to contaminants; and special requirements for nitrate, arsenic, and lead. Articles about water and energy conservation tips, other green initiatives, ways to prevent source water pollution, important public works projects in development, rebate programs, landscaping tips, water education programs sponsored by the City, and more. • Checklists and other helpful tools to detect water leaks, read water meters, ways to save money on water bills, and a list of important City telephone numbers, which has been a popular feature. 25E-35 Page 14 of 24 S L PROP OSA L City of Santa Ana I Water Resources Division RFP #17-131 Supporting graphics and photos such as images of PWA personnel at work, Santa Ana landmarks, native plants, a California map with its water systems, logos, icons, charts and infographics. All graphics and images will comply with all copyright rules and regulations. 3. SL will prepare and present an outline of the content along with a design concept. The design concept will be distinctive with its own theme, yet maintain the overall CCR branding established three years ago. This design will be carried throughout the interactive and web based WQCCR, as well as all special communications relating to the 2017 CCR. 4. Special communications are designed to inform customers about the 2017 CCR and its expected date of release. SL will (1) develop and coordinate water customer bill messages (electronic and print); (2) write announcements to be published in Santa Ana Green, Nixel, and local newspapers; (3) design bus shelter ads, flyers, and full color bill stuffers; and (4) develop a series of social media posts with graphics to promote the CCR. 5. Upon the City's approval of the CCR content outline and design concept, we will begin working on the editorial content, which will involve client conference calls, research, interviews, copywriting, and editing. Once the editorial content is reviewed and approved by the City, we will submit the content for translation into Spanish. 6. SL will design an 8.5 x 11 PDF report that can be downloaded from santaanaCCR.org and printed by Santa Ana residents. The design will include creating new graphics and charts; purchasing stock photography; stylizing, formatting, and proofing the data tables supplied by the Water Resources Division; and coordinating additional images from other City departments and water agencies (when applicable). We will layout two versions: English and Spanish, and will execute two rounds of client revisions before generating a final draft. The final draft will be submitted to our proofreader for any typos or minor design inconsistencies, which will be corrected or adjusted at that time before submitting to the client for final approval. 7. As the PDF report is being finalized, SL will focus on updating santaanaccr.org with the new CCR content. We will archive the previous year's content and create new pages for the 2017 CCR. Updating the site includes CMS extension testing and revisions, creation of additional graphics if needed, content proofing, generation of a new table of contents and changes to the site's navigation. Aside from completing the online 2017 CCR, we will manage and update the site throughout the year while provide recommendations to the Water Manager regarding best practices in web design, technology platforms, and navigation as well as ways to best leverage the site for important announcements. Page 15 of 24 25E-36 S L P R O P OS A L City of Santa Ana I Water Resources Division RFP #17-131 ANCILLARY SERVICES & PROJECTS SL will design and produce outreach material as well as support all other communications needs of the Water Resources Division throughout the year. In addition to the 2017 WQCCR outlined above, SL will: • Develop an annual strategic plan that will meet the Water Resources Division's objectives, initiatives and budget. The plan, which will essentially serve as a blueprint for the Water Resources Division's outreach activities and outline actionable steps, will be developed after our initial meeting with the Water Resources Manager, Principal Civil Engineer, and other City staff. • Implement strategies outlined in the plan to promote the City's various initiatives and campaigns, including: Every Drop Counts!, Fill It From The Tap!, Santa Ana's Award Winning Water, Annual Mayor's Challenge, Annual WQCCR, Annual Youth Water Poster Contest, as well as the FOG and SoCal Water$mart Rebate programs. This may include establishing community partnerships and creating and coordinating a special event. Recommend and develop artwork for items that promote these campaigns and initiatives. These promotional items, which the Division hands out at community events, would include branded tee-shirts, stress release balls, erasers, rulers, tote bags, sports bottles, water pitchers, shower timers, cell phone holders, pencils/pends, crayon boxes, California Native seeded paper coasters, food scrapers, and yard signs. • Write, edit, design, and generate camera-ready art for printed pieces that promote the City's initiatives and campaigns including direct mail brochures, flyers, newsletters, postcards, informational and activity packets. banners, posters, bus shelter ads and signage. • Write and edit press releases for distribution to the media and articles for Santa Ana Green and Nixel about important water -related announcements, water quality programs, and water construction projects. • Develop submissions for awards by the APWA, OCEC and CMUA to garner further recognition for the PWA's Water Resources Division. • Develop water -related messaging, talking points, and multi -media presentations for City Councilmembers, the PWA Executive Director, and Water Resources Division Manager as needed. 25E-37 Page 16 of 24 S L P R O P O S A L City of Santa Ana I Water Resources Division RFP #17-131 • Producing these types of special projects will involve additional client meetings and/or conference calls, research, interviews, copywriting, editing, design, creating new graphics, purchasing stock photography, proofreading, vendor relations, obtaining estimates, and coordinating with City approved vendors. Not included in the scope of the budget is actual printing, product purchases, wire services for press releases or other significant reimbursable costs such as photography. Implementation Plan: 1. As stated above, SL will assess, identify and prioritize the focus of the Division's outreach in 2018 (and each year following) in collaboration with the Water Resources Manager, Principal Civil Engineer, and other City staff. This will be accomplished during our initial meetings, after which we will develop a strategic plan outlining the projects to be carried out. 2. With each project, SL will make recommendations for messaging and branding, outline action items, assign tasks, and develop a specific production timeline. 3. As in all good strategic planning, we will build in flexibility to support arising needs throughout the year and ensure the City's initiatives are effective. Page 17 of 24 25E-38 S L PROP O SAL City of Santa Ana I Water Resources Division RFP #17-131 SUMMARY OF DELIVERABLES • Creation of the interactive and web based WQCCR o twelve (12) water related articles o All required standard and special messages and notices o All graphics, charts, pictures and other visuals to support the WQCCR design o Design and layout of the 8.5 x 11 PDF report in English and Spanish. o Archiving previous WQCCR, web design and programming for new WQCCR, and ongoing updates to santaanaccr.org • Ancillary Services and Printed Products o Development of one (1) annual strategic plan which will include strategies and tactics for the Water Resources Division's campaigns, initiatives and special events o A total of twenty-four (24) double sided brochures (or other print formats such as postcards, letters, bill stuffers, flyers) for public distribution on water -related topics and campaigns o Development of all required standard and special messages and public notices regarding water quality standards o Branding for one (1) new water related campaign per year o A total of twelve (12) water -related articles to be published in local newspapers, pamphlets and City newsletters per year o A total of four (4) bus shelter ads/posters per year to announce the annual WQCCR and other initiatives/campaigns o One (1) Youth Activity Packet and Teacher Packet (associated with the Youth Water Poster Contest) each year o All visuals to support the production of printed collateral and promotional items as outlined in previous section "Ancillary Services & Projects' o All research, writing, editing, SpanishNietnamese translation (as needed) and creative development for written materials, and presentations as outlined in previous section "Ancillary Services & Projects" o Meetings, conference calls, emails and other program management to effectively execute activities and products as outlined in previous section "Ancillary Services & Projects" 25E-39 Page 18 of 24 S L P R O P O SAL City of Santa Ana I Water Resources Division RFP #17-131 SCHEDULE I TIMELINE SL has provided a preliminary timeline (schedule) for the production of the WQCCR. This timeline is accelerated due to the late start in developing the WQCCR and mandatory deadline. A schedule for all else contained in this proposal will be created after specific deliverables and deadlines are established. DATE WQCCR MILESTONE 21 -Mar Project Start 22 -Mar Kick-off Meeting 29 -Mar Complete special CCR communications 29 -Mar Complete CCR content outline + design concepts 2 -Apr Begin work on CCR content development 2 -Apr Tables with data from City due 5 -Apr Complete 2018 Communications Plan 5 -Apr Bus shelter ad artwork to vendor 5 -Apr Meeting + presentation of work in progress 12 -Apr CCR articles, tips, etc. approvals due 19 -Apr Meeting + presentation of PDF report design 23 -Apr PDF report revisions 26 -Apr PDF CCR finalized and approvals 4 -May Meeting + presentation of site design proposal 18 -May Finalize site design 25 -May Site testing, approvals 1 -Jun 2017 CCR goes live 1 -Jul July 1 mandatory deadline Page 19 of 24 25E-40 S L P R O P OS A L City of Santa Ana I Water Resources Division RFP 917-131 EXHIBIT C NON -COLLUSION AFFIDAVIT NON -LOBBYING CERTIFICATION NON-DISCRIMINATION CERTIFICATION 25E-41 Page 22 of 24 S L PROP OSA L City of Santa Ana I Water Resources Division RFP #17-131 EXHIBIT D ADDITIONAL PROVISIONS: CERTIFICATION OF UNDERSTANDING & PROPOSAL FEE SCHEDULE Page 23 of 24 25E-42 S L P R O P O S A L City of Santa Ana I Water Resources Division RFP #17-131 EXHIBIT E SAMPLE WQCCR Page 24 of 24 25E-43 25E-44 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: AMEND AGREEMENT WITH ACIRE, INC., FOR MAINTENANCE AND SUPPORT OF THE SECURE BIKE PARKING FACILITIES (PROJECT NO. 18-6904) (STRATEGIC PLAN NO. 6,1G) t 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 Authorize the City Manager, City Attorney, and Clerk of the Council to exercise a one-year renewal period for maintenance and support of the secure bike parking facilities. 2. Amend the compensation for the Agreement with Acire, Inc., in the amount of $7,310 for the remainder of the 2017/18 Fiscal Year. DISCUSSION The City Council approved an Agreement with Acire, Inc., for the design, installation, and support of the secure bike parking facilities (Bike Huts) on June 3, 2013, with grant funding from the Federal Transit Authority (FTA) through the Orange County Transportation Authority (OCTA). The design and installation component was completed on April 7, 2015, which commenced a one- year period for maintenance and support. The agreement authorized up to five one-year renewal periods for maintenance and support. The first and second one-year renewals were exercised on April 7, 2016, and April 7, 2017, respectively. The bike huts were installed in Downtown Santa Ana, the Civic Center, and the Santa Ana Regional Transportation Center. A map of locations has been included as Exhibit 1. Maintenance and support of the Bike Huts includes, but is not limited to, maintaining and servicing the equipment and structure of the Bike Huts, keeping the Bike Huts free of vandalism, ensuring access for users is maintained, assessing and maintaining solar and wireless connections essential to the operation of the bike huts, customer support, collecting reservation fees, and maintaining the reservation software and user database. The Bike Huts charge a small fee for the use of the facilities. The intention behind these fees is to ensure that the Bike Huts are not abused. On average the Bike Huts only generate about $1,300 per year. The ongoing operations and maintenance of the facilities is supported as an eligible use 25F-1 Amend Contract with Acire Inc. for maintenance and support of Bike Huts April 3, 2018 Page 2 of Measure M funds. The approved Fiscal Year 2017/18 Capital Improvement Program allocated funds for the ongoing maintenance and support of the Bike Huts through the end of the fiscal year (Exhibit 2); however, the existing agreement with Acire, Inc., does not authorize expenditure of those funds. The requested action would renew the agreement for a one-year maintenance period and authorize expenditure of the approved funds in the agreement for the remainder of the current fiscal year. OCTA is currently undergoing a pre -audit assessment of FTA -funded projects that is expected to identify requirements to maintain compliance with the grant funding. Following the completion of OCTA's assessment, staff will release a new Request for Proposals for Bike Huts maintenance and support with a new agreement that will incorporate the assessment findings. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #6 — Community Facilities and Infrastructure, Objective #1 — Establish and Maintain a Community Investment Plan for All City, Strategy G — Develop and Implement the City's Capital Improvement Program in Coordination with Community Investment Plans (e.g. Bicycle Master Plan). FISCAL IMPACT Funds for Fiscal Year 2017/18 in the amount of $7,310 are budgeted and available for expenditure in the Bike Development Project (Account No. 03217662-66220, Project No. 18- 6904). Edwin "William" Galve , P.E. Acting Executive Director Public Works Agency EWG/CW APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Location Map 2. FY 2017/18 CIP Project Summary Sheet 3. Agreement Amendment 25F-2 LO bikehuts SECU REBICYCLEPARKI NG .I. i. �'W Ha eavoitfi St ©. E 1.1 h S_t I C o ,I 1 Z.I n. 3 OOranoe CoheA \ IOlh sl 2 I I n S`-- of e0th m LW]OthSt` '�'^—E.lOth'.St _i rn r I ao \\ \ it �c ,J Trans, y II CE �Civilc�Center Dr WUV��, t Sib St r G �D. �0 a tOpo \\ �� Civic Center -cul _I��� eC1 w �, IvdI�� ESania AnalBlvdr,« MhSt�—_lt ��� - �t l 1--F ' \� V1.51hSt._.W:Sth`Sl� = N --,�0 R81d a Pea an feJaol �U �Z o6EyI ea n cruse_! .. 4th/Spurge6n �y Sa. WOtt C]I l W WWII l 1 3rd/Bush .. L - i Veketourge &rQ E:atast_.�r- Location Map Exhibit 1 25F-3 O CN k w \ B k ( B b � r, § � § § - k\ � \ « ¥ k ( $ ( \ §¢ §z ) \ t: . � Cc C: B k ( B b � r, § � § § - k\ � \ « ¥ SECOND AMENDMENT TO SERVICES AGREEMENT WITH ACIRE, INC. THIS SECOND AMENDMENT to the above -referenced agreement is entered into on April 3, 2018 by and between Acire, Inc. ("Contractor D, and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement #A-2013-087, dated June 3, 2013 (Agreement'), by which Contractor agreed to design, install, manage, and maintain secure bike parking facilities ("Facilities") at various locations in the City. B. The design and installation component of the Agreement was completed at the time the City accepted the Facilities from Contractor, on or about April 7, 2015, at which time a one-year period for maintenance and support of the Facilities commenced. C. The one-year period for maintenance and support is subject to renewal for up to five successive one-year periods. By letter dated March 7, 2016, the parties renewed the period of maintenance and support for a one-year term beginning April 7, 2016 through April 7, 2017. D. The parties into First Amendment No. A-2017-049, dated March 21, 2017, by which the period of maintenance and support was renewed for another one-year term, from April 8, 2017 through April 7, 2018. E. The parties now wish to renew the period of maintenance and support for an additional one-year term and also amend the Agreement to include additional funds for these services during a portion of this period. The Parties therefore agree: 1. Section IV, Term, is amended to extend the period of maintenance and support for an additional one-year term beginning April 8, 2018 through April 7, 2019. 2. Section V, Compensation, is amended to include an additional $7,310 for maintenance and support services to be performed by Contractor through June 30, 2018. 3. Except as modified by this Second Amendment, and all prior amendments, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. ATTEST CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By: 1W. JOH10. FUNK, Assistant City Attorney FOR APPROVAL: RAUL GODINEZ D City Manager CONTRACTOR Name: Title: Edwin "William" Galvez, P.E., Acting Executive Director Exhibit 3 25F-5 25F-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: AUTHORIZE AN EXTENSION OF THE AGREEMENT WITH VANIR CONSTRUCTION MANAGEMENT, INC. (STRATEGIC PLAN GOAL NO. 1, 5) CIT ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 00=14MAk ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to extend a one-year agreement by four months with Vanir Construction Management, Inc. for a Jail Reuse Study of the Santa Ana Jail, for the period of April 4, 2018 through July 31, 2018, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City Council approved the original agreement with Vanir Construction Management, Inc. for a one-year term beginning on April 5, 2017 through April 4, 2018. Vanir has completed the facility assessment, which was preliminarily presented to the City Council and utilized to prioritize facility repairs. Additionally, the analysis and evaluation of prioritized jail reuse feasibility options has been finalized. In order to complete the study, staff is recommending an extension of four months, through July 31, 2018. There is no change to the total cost of the project. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety and Objective #5, (provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana) FISCAL IMPACT There is no fiscal impact from this action. Exhibit: 1. Second Amendment to the agreement with Vanir Construction Management, Inc. 25G-1 THIS SECOND AMENDMENT to the above -referenced agreement is entered into on April 3, 2018 by and between Vanir Construction Management, Inc., a California corporation C'Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City'). RECITALS A. The parties entered into Agreement #A-2017-069, dated April 4, 2017 ('Agreement'), by which Consultant agreed to provide a Re -Use Plan and Feasibility Study for the Santa Ana Jail. The term of the Agreement is from April 5, 2017 through April 4, 2018, and the Agreement remains in effect. B. On July 13, 2017, the parties entered into a First Amendment to the Agreement # A-2017-069-01, to expand the scope of services and revise, but not increase the total amount to be expended under the terms of the Agreement. C. The parties wish to amend the Agreement to adjust the term of the Agreement to provide the Consultant additional time to complete the services. The Parties therefore agree: 1. Section 4, TERM, is amended to continue services for the Agreement from April 4, 2018 until July 31, 2018. 2. Except as modified by this Second Amendment, and the First Amendment to the Agreement, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: John .Funk Assistant City Attorney FOR APPROVAL DAVID VALENTIN Chief of Police 25G-2 CITY OF SANTA ANA RAUL GODHITEZ II City Manager CONSULTANT Name: Title: THIS SECOND AMENDMENT to the above -referenced agreement is entered into on April 3, 2018 by and between Vanir Construction 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. The parties entered into Agreement #A-2017-069, dated April 4, 2017 ("Agreement"), by which Consultant agreed to provide a Re -Use Plan and Feasibility Study for the Santa Ana Jail. The term of the Agreement is from April 5, 2017 through April 4, 2018, and the Agreement remains in effect. B. On July 13, 2017, the parties entered into a First Amendment to the Agreement # A-2017-069-01, to expand the scope of services and revise, but not increase the total amount to be expended under the terms of the Agreement. C. The parties wish to amend the Agreement to adjust the term of the Agreement to provide the Consultant additional time to complete the services. The Parties therefore agree: 1. Section 4, TERM, is amended to continue services for the Agreement from April 4, 2018 until July 31, 2018. 2. Except as modified by this Second Amendment, and the First Amendment to the Agreement, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: John .Funk Assis ant City Attorney RECOMMENDED FOR APPROVAL DAVID VALENTIN Chief of Police 25G-3 CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Title: 25G-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: PURCHASE AGREEMENT FOR REAL PROPERTY ACQUISITION FOR BRISTOL STREET IMPROVEMENTS PHASE 3A (PROJECT NO. 136792) (NON -GENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3,2C) Cl*/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 a Purchase Agreement for the real property acquisition, temporary construction easements, and goodwill (if any) with the property owner listed below, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly Acquisition Amount known as / location Type 1. Leticia Carrillo 1302 W. 11th Street Full $584,000 (APN 004-111-22) DISCUSSION Bristol Street is a north -south transportation corridor designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long-term priority that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and bike lanes. The City is acquiring properties for the development of Phase 3A, bounded by Civic Center Drive and Washington Avenue. Property acquisitions for this phase are expected to be completed by spring 2018 and construction is anticipated to begin in summer 2018. Property acquisition (Exhibit 1) is necessary to accommodate the improvements and widening for Phase 3A. A purchase offer was made based on the appraised values prepared by a State licensed appraiser and was accepted by the property owner. The purchase price for the acquisition mentioned above is shown in the corresponding agreement (Exhibit 2). 25H-1 Purchase Agreement for Real Property Acquisition Bristol Street Improvements Phase 3A April 3, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement/Environmental Impact Report (FEIS/EIR No. 89-01). Due to several minor design modifications in Phase 4, which lies between Warner Avenue and St. Andrew Place, an Addendum to the FEIS/EIR was prepared and adopted pursuant to the California Environmental Quality Act by City Council on April 7, 2015. FISCAL IMPACT Funds in the amount of $584,000 are available in the Bristol Street Improvements Project (No. 136792), in the Measure M2 Street Construction Fund (Account No. 05917661-66100), for expenditure in FY 2017-2018, subject to nonsubstantive changes. In addition, Public Works Agency will analyze grant appropriation funding along with the related reimbursement(s), to determine the remaining grant funding available for upcoming projects. Edwin "William" Galvez, P.E. Acting Executive Director Public Works Agency. EWG/JG/ST Exhibits: 1. Location Map 2. Agreement —APN 004-111-22 APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez 0 � Executive Director 1� Finance & Management Services Agency 25H-2 AI (NTS) MATCHL INE SEE BELOW RIGHT 10TH STREET 9TH STREET LU LU z z J u m a CMC CENTER DR. RZ z[voil -dE.IECT PROPERTIES -ACOUIREO PROPERTIES --i L-- - WASHINGTON AVENUE EXHIBIT 1 MATCHLINE SEE TOP LEFT SANTA ANA TSE: PURCHASE AGREEMENT FOR f� MMAa AT ' PHASE 3MY COUNCL BRISTOL AP (PROJECT NO. 36792 NONGENERAL FUND) POBLIC MKS RCDICV (Strategic Pian No. 6, 1, Q and 3, z, Cl 25H-3 PAGE 1OF1 25H-4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 2018, between the CITY OF SANTA ANA, a charter city and municipal corporation duly, organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and LETICIA CARRILLO, as her sole and separate property (hereinafter "Seller"), regardless of number or gender, THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as follows: SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as'1302 W 11th Street, Santa Ana, CA) (APN:- 004-111-22)_ Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Five Hundred Eighty Four Thousand Dollars ($584,000) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. E�i�5 4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. A. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), and severance damages, the total sum of FIVE HUNDRED EIGHTY FOUR THOUSAND DOLLARS ($584,000). B. Payment of Loss of Goodwill. City agrees to pay to Seller, and Seller agrees to accept from City, the total sum of SIXTEEN THOUSAND DOLLARS ($16,000) as total compensation for goodwill loss. Seller agrees, that the consideration received for goodwill loss constitutes full satisfaction of any and all obligations of the City to Seller for loss of business goodwill. City agrees to deposit said payment of purchase price and loss of business goodwill in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after., 25H-6 (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. a. No later than three (3) days after close of escrow Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of three days after close of escrow shall be deemed abandoned by Seller on that date. b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City. Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by three (3) days after close of escrow. 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors -in -Interest. This PSA, and all the terns, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements 25H-7 pertaining to the realty), goodwill (if any), and severance damages. 13. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ("severance damages"); precondemnation damages; claims for inverse condemnation; loss of business goodwill, and/all lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and/or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Defendants pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnity Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 1302 W 11'" Street, Santa, CA 92703. 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised In connection with the acquisition of Said Real Property by City. 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including,, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous 25H-8 material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vo) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 at seq. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 S seg. (42 U.S.C. S9601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (1) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall Include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25H-9 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 26. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City In the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25H-10 IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement on the date and year first written above. SELLER: LETICIA CARRILLO, as her sole and separate property Leti is Carrillo CITY OF SANTA ANA: City/Buyer Raul Godinez II City Manager ATTEST: Maria D. Huizar City Clerk APPROVED AS TO FORM: 064 /W. J# M. FuW. Assistant City Attorney RECOMMENDED FOR APPROVAL: Edwin "William" Galvez Acting Director Public Works Agency Date: .2018 Date: 2018 Date: .2018 Date: 3-- I + 2018 Date: 2018 25H-11 EXHIBIT "A" LEGAL DESRIPTION All that certain real property situated in the County of Orange, State of California, described as follows: Lot 18 of Tract No. 1290, in the City of Santa Ana, County of Orange, State of California, as per map recorded in Book 39 Page 39 of Miscellaneous maps, in the Office of the County Recorder of said County. 25H-12 EXHIBIT "B" (Commonwealth Land Title Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is ,required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25H-13 25H-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: MEMORANDUM OF UNDERSTANDING WITH ASIAN AMERICAN SENIOR CITIZENS SERVICE CENTER TO PROVIDE GRANT FUNDED SERVICES TO ASIAN AMERICAN SENIOR CITIZENS (STRATEGIC PLAN NO 2,4) i CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1B1 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER _RECOMMENDED ACTION______ Authorize the City Manager and Clerk of the Council to execute the Memorandum of Understanding'with the Asian American Senior Citizens Service Center effective March 1, 2018 and terminate June 30, 2019, subject to non -substantive changes approved by the City Manager and City Attorney. WORKFORCE DEVELOPMENT BOARD ACTION At its regularly scheduled meeting on March 15, 2018, by a vote of 13:0 (Alegre, Baetz, Knitter, McGowan, Rose and Wadhera absent) the Workforce Development Board approved the recommended action. Workforce Innovation Opportunity Act (WIOA) mandates that certain federal, state and local agencies formally partner with the local Workforce Development Board's to align investments in workforce, education and economic development with regional in -demand industries. Local WDB's are also encouraged to develop MOU's with organizations that will bring complementary services to the WORK Center and partners. The director of the Asian American Senior Citizens Service Center approached staff, introduced their programs and services and requested entering into a Memorandum of Understanding (MOU) to serve Asian American Senior Citizens that walk into the Santa Ana WORK Center with individual assistance on how to access and apply for Medicare, subsidized senior housing, low- cost utilities, low-cost transportation and setting up their online social security account. The Asian American Senior Citizens Service Center, a non-profit organization, is dedicated to increasing the awareness of the needs of the Asian American elderly, assisting their access to 251-1 MOU with Asian American Senior Citizens Service Center April 3, 2018 Page 2 essential health care and social services, and promoting a dignified living in the community. This program is located at 850 N. Birch St. in Santa Ana. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #2 Youth Education, Recreation, Objective #4 (Partner with groups and organizations to promote education, senior services, job training and development for all Santa Ana residents). FISCAL IMPACT There is no fiscal impact associated with this action. Ro ert Zur Schmie e Interim Executive DIredor Community Development Agency RZS/DS/If Exhibit: 1. Memorandum of Understanding 251-2 EXHIBIT 1 Memorandum of Understanding For Santa Ana Workforce Development Board AJCC Partner: Asian American Senior Citizens Service Center 251-3 EXHIBIT 1 Memorandum of Understanding (MOU) Pursuant to the Workforce Innovation Opportunity Act of 2014 (WIOA) A. PARTIES The parties to this Memorandum of Understanding (MOU) are the Mayor and City Council of the City of Santa Ana, the Santa Ana Workforce Development Board (WDB), and Asian American Senior Citizens Service Center (AJCC Partner). B. PURPOSE The Workforce Innovation and Opportunity Act (WIOA) requires that a MOU be developed and executed between the Local Board and the American's Job Center of California (AJCC) partners to establish an agreement concerning the operations of the AJCC delivery system. The purpose of the MOU, is to establish a cooperative working relationship between the parties and to define their respective roles and responsibilities in achieving the policy objectives. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. California's one-stop delivery system, the AJCC, is a locally -driven system which develops partnerships and provides programs and services to achieve three main policy objectives established by the California Workforce Development Strategic Plan, which includes the following: 1. Foster demand -driven skills attainment 2. Enable upward mobility for all Californians 3. Align, coordinate, and integrate programs and services These objectives will be accomplished by ensuring access to high-quality AJCC that provide the full range of services available in the community for all customers seeking the following: 1. Looking to find a job. 2. Building basic educational or occupational skills. 3. Earning a postsecondary certificate or degree. 4. Obtaining guidance on how to make career choices. 5. Seeking to identify and hire skilled workers. C. LOCAL/REGIONAL VISION STATEMENT, MISSION STATEMENT, AND GOALS Santa Ana's vision rests on integrating current and future resources through its WDB partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create synergy for its target populations by offering inviting and seamless services, wherever a client enters the system. Santa Ana's vision also embraces the future, as all visions should. It spawns new industries and clusters and changes old ones. It generates fresh workforce opportunities in the process. The Santa Ana WDB's strategic plan rests not only on strengths of its current industrial base, but also the demands of emerging business and economic trends. 2 251-4 ncIN. in Finally, Santa Ana's vision is sensitive to the needs of its unique demographics and regional mix. As a major supplier of workforce for surrounding communities, Santa Ana is firmly embedded in its regional and cluster matrix. Santa Ana's implementation of the vision entails enhancing business and supports social and educational services and access to them, mostly though not exclusively through its WORK Center and WDB. An effective efficient administration is necessary to deliver the services that make each of these strategies effective. The Santa Ana WDB's overall strategies: 1. Identify regional clusters most likely to create new jobs in which Santa Ana's workforce can participate and the foundational requirements of such jobs; 2. Expand small business development support as a creator of new jobs and method for growing the local tax base; 3. Educate Santa Ana's current and future workforce through classroom pre -training and training activities, plus on-the-job training and workforce skill enhancement activities; 4. Offer career pathway programs for both unemployed and employed adults and youth; 5. Increase access to jobs for disconnected and underserved populations, especially youth; 6. Organize, integrate and support social and other services through the WDB's network of partnerships, volunteer organizations, and established institutional resources; and 7. Assure funding from all public, private, and other sources in support of its programs. D. ONE-STOP SYSTEM, SERVICES The AJCC, currently located at the Santa Ana Regional Transportation Center (hereinafter referred to as the Santa Ana W/O/R/K Center), 1000 E. Santa Ana Blvd., shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world- class workforce in Santa Ana. In January of 1996, the Santa Ana W/O/R/K Center opened its doors as the first universal access One -Stop in the County of Orange designed to meet the employment placement assistance and training needs of the community through workforce and economic development. The W/O/R/K Center offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the W/O/R/K Center partners which include the Employment Development Department (EDD), Orange County Social Services Agency (SSA), Rancho Santiago Community College District (RSCCD), State Department of Rehabilitation, Boys & Girls Club of Santa Ana, City of Santa Ana Economic Development Department, and several other agencies. The W/O/R/K Center is located in the city of Santa Ana which ranks as the fourth densest city in the entire nation. Santa Ana's workforce faces unique challenges based on its population base, its industrial growth, and its economic position. Santa Ana is the second oldest and second most populous incorporated city in Orange County compared to Anaheim, and its median household income ranks nearly the same, near the bottom of incorporated Orange County cities. However, fruitful comparison ends here. Many of Santa Ana's residents speak Spanish at home as their primary or additional language. Santa Ana also is a particularly young population, with almost a quarter of its population under 18 than the state norm. Add to this an exceptionally high drop-out rate for local schools. These issues create a unique flavor for Santa Ana the city. They impact almost every element of work and work preparedness, including their underlying education, youth culture, industry distribution, and other drivers. The AJCC, through its central location at the Santa Ana Regional 3 251-5 EXHIBIT 1 Transportation Center, 1000 E. Santa Ana Blvd., shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world-class workforce in Santa Ana. Services and referrals provided at the Santa Ana W/O/R/K Center may include, but are not limited to, the following: Basic Career Services: 1. Eligibility Determination 2. Outreach, intake, and orientation to information and services 3. Initial assessment of skill levels including literacy, numeracy, and English proficiency; and aptitudes, abilities and support service needs 4. Labor exchange services - Job Search and placement assistance and career counseling including Info on in -demand industry sectors and occupations Info on nontraditional employment. 5. Recruitment and other business services on behalf of employers 6. Provision of referrals to coordination of activities with other services including those within the one stop and other workforce development programs Provision of workforce and labor market employment statistics info including: a) Job vacancy listings in labor market areas b) Info on job skills needed to obtain the vacant jobs c) Info relating to in -demand occupations including earnings, and opportunities for advancement 8. Provision of performance and program cost info on the ETPL eligible programs by program and type of provider 9. Provision of info in understandable formats and languages about performance against performance accountability measures 10. Provision of regarding support services 11. Provision of info and assistance in filing UI claims 12. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA Individualized Career Services: 1. Comprehensive and specialized assessment of skill levels and service needs including: 1. Diagnostic testing and other assessment tools 2. In-depth interview and evaluation to determine barriers and goals 2. Development of IEP to identify goals, objectives, and services 3. Group Counseling 4. Individual Counseling 5. Career Planning 6. Short-term pre -vocational services including development of learning skills, communication skills and other soft skills to prepare individuals for employment or training 7. Internships and work experiences that are linked to careers 8. Workforce preparation activities including basic academic and obtaining other skills necessary for successful transition into postsecondary education, training or employment 9. Financial literacy services 10. Out -of -area job search assistance and relocation assistance 11. English language acquisition and integrated education and training program 251-6 EXHIBIT 1 Training Services: 1. Occupational skills training 2. On -the -Job training 3. Incumbent worker training 4. Programs that combine workplace training with related instruction, which may include cooperative education programs 5. Training programs operated by the private sector 6. Skill upgrading and retraining 7. Entrepreneurial training programs 8. Transitional jobs 9. Job readiness training provided in combination with any of the aforementioned training Services. 10. Adult education and literacy activities, including activities of English language acquisition, and integrated education and training programs provided concurrently or in combination with any of the aforementioned training services. 11. Customized training The AJCC Partner Service Matrix is attached hereto as Exhibit A and incorporated herein by this reference. E. RESPONSIBILITY OF AJCC PARTNERS The AJCC partner agrees to the responsibilities required of all partners under WIOA Section 121(b). In addition, to participate in joint planning, plan development, and modification of activities to accomplish the following: 1. Continuous partnership building. 2. Continuous planning in response to state and federal requirements. 3. Responsiveness to local and economic conditions, including employer needs. 4. Adherence to common data collection and reporting needs utilizing the State of California Ca1JOBSsM system. Make the applicable service(s) applicable to the partner program available to customers through the one-stop delivery system. Partners agree to the co -enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes. Participate in capacity building and staff development activities in order to ensure that all partners and staff are adequately cross -trained Participate in the operation of the one-stop system, consistent with the terms of the MOU and requirements of authorized laws. All partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. The Santa Ana AJCC Partner Services is attached hereto as Exhibit B and incorporated herein by this reference. F. CROSS REFERRALS The America's Job Center of California Partners agreed upon referral process will ensure the following: 5 251-7 EXHIBIT 1 1. Intake and referral processes are customer -centered with the intent to provide high quality customer service. 2. Ensure that general information regarding AJCC programs, services, activities and resources shall be made available to all customers as appropriate. 3. Will be made electronically, through traditional correspondence, verbally or through other means determined in cooperation with partners and operators. 4. Will provide a direct link or access to other AJCC partner staff that can provide meaningful information or service, through the use of co -location, cross training of AJCC staff, or real-time technology (two way communication and interaction with AJCC partners that results in services needed by the customer). Referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service was addressed. G. ACCESS FOR INDIVIDUALS WITH BARRIERS TO EMPLOYMENT All parties' commitment to offer priority for services to recipients of public assistance, other low- income individuals, or individuals who are basic skills deficient when providing individualized career services and training services with WIOA adult funds. WIOA provides a focus on serving "individuals with barriers to employment," defined in WIOA section 3(24) and seeks to ensure access to these populations on a priority basis. Individuals with barriers to employment" is defined as a member of 1 or more of the following populations: 1) Displace homemakers. 2) Low-income individuals. 3) Indians, Alaska Natives, and Native Hawaiians 4) Individuals with disabilities, including youth who are individuals with disabilities. 5) Older individuals. 6) Ex -offenders. 7) Homeless individuals, or homeless children and youths. 8) Youth who are in or have aged out of the foster care system. 9) Individuals who are English language learners, individuals who have low levels of literacy, and individuals facing substantial cultural barriers. 10) Eligible migrant and seasonal farmworkers. 11) Individuals within 2 years of exhausting lifetime eligibility under part A of title IV of the Social Security Act. 12) Single parents including single pregnant women. 13) Long-term unemployed individuals. 14) Such other groups as the Governor involved determines to have barriers to employment. Section 134(c)(3)(E) of WIOA establishes a priority requirement with respect to funds allocated to a local areas for adult employment and training activities. Under this section, one-stop center staff responsible for these funds must give priority to recipients of public assistance, other low-income individuals, and individuals who are basic skills deficient in the provision of individualized career services. Priority must be provided in the following order: 1) To veterans and eligible spouses who are also included in the groups given statutory priority for WIOA adult formula funds. This means that veterans and eligible spouses who are also recipients of public assistance, other low-income individuals, or individuals who are basic 6 251-8 EXHIBIT 1 skills deficient would receive first priority for services provided with WIOA adult formula funds. 2) To non -covered persons (that is, individuals who are not veterans or eligible spouses) who are included in the groups given priority for WIOA adult formula funds. 3) To veterans and eligible spouses who are not included in WIOA's priority groups. 4) To non -covered persons outside the groups given priority under WIOA. See AJCC System Map that identifies the location of the AJCC and its affiliates. The AJCC System Map is attached hereto as Exhibit C and incorporated herein by this reference. H. SHARED TECHNOLOGY AND SYSTEM SECURITY WIOA emphasizes technology as a critical tool for making all aspects of information exchange possible, including client tracking, common case management, reporting, and data collection, utilizing the State of California Ca1JOBSsM system. To support the use of these tools, each AJCC Partner agrees to the following: 1. Comply with the applicable provisions of WIOA, Welfare and Institutions Code, California Education Code, Rehabilitation Act, and any other appropriate statutes or requirements. 2. The principles of common reporting and shared information through electronic mechanisms, including shared technology. 3. Commit to share information to the greatest extent allowable under their governing legislation and confidentiality requirements. 4. Maintain all records of the AJCC customers or partners (e.g. applications, eligibility and referral records, or any other individual records related to services provided under this MOU) in the strictest confidence, and use them solely for purposes directly related to such services. S. Develop technological enhancements that allow interfaces of common information needs, as appropriate. 6. Understand that system security provisions shall be agreed upon by all partners. I. CONFIDENTIALITY: The WDB agrees that when any individual applies for or receives services from the partner agency through the America's Job Center of California Center, all information regarding such application for or receipt of services shall be confidential information subject to the WIOA provisions. The parties agree to honor the confidentiality provisions as described in the local WIOA plan, including modifications thereto, and incorporated into this MOU by reference. Exchanged information shall remain private and confidential in accordance with the most restrictive confidentiality requirements of any of the parties collecting, receiving or sharing information. The AJCC Partner agrees to comply with the provisions of WIOA as well as the applicable sections of the Welfare and Institutions Code, the California Education Code, the Rehabilitation Act, and any other appropriate statute or requirement to assure the following: 1. All applications and individual records related to services provided under this MOU, including eligibility for services and enrollment and referral, shall be confidential and shall not be open to examination for any purpose not directly connected with the delivery of such services. 2. No person will publish, disclose use, or permit, cause to be published, disclosed or used, any 7 251-9 IOVA uQka confidential information pertaining to AJCC applicants, participants, or customers overall unless a specific release is voluntarily signed by the participant or customer. 3. The AJCC partner agrees to abide by the current confidentiality provisions of the respective statutes to which AJCC operators and other AJCC partners must adhere, and shall share information necessary for the administration of the program as allowed under law and regulation. The AJCC partner, therefore, agrees to share client information necessary for the provision of services such as assessment, universal intake, program or training referral, job development or placement activities, and other services as needed for employment or program support purposes. 4. Client information shall be shared solely for the purpose of enrollment, referral or provision of services. In carrying out their respective responsibilities, each party shall respect and abide by the confidentiality policies of the other parties. J. FUNDING OF SERVICES AND OPERATION COST It is expressly understood that this MOU does not constitute a binding financial commitment, but rather an intent to commit specific resources in the future as the parties' allocations and budgets are known and the America's Job Center of California system evolves. For those partners that will require a cost sharing agreement, cost will be based on proportionate use and agreed upon methodology as applicable. This is to be determined during phase II of the MOU which should be completed by December 31, 2017. AJCC partners with shared costs will be reviewed yearly and may be modified as needed by any partner as long as it is identified as a revision, and it is signed and dated by the applicable parties. K. NON-DISCRIMINATION AND EQUAL OPPORTUNITY The AJCC partner shall not unlawfully discriminate, harass or allow harassment against any employee, applicant for employment or AJCC applicant due to gender, race, color, ancestry, religion, national origin, veteran status, physical disability, mental disability, medical condition(s), age, sexual orientation or marital status. The AJCC partner agrees to comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12990) and related, applicable regulations. The AJCC partner will assure compliance with the Americans with Disabilities Act of 1990 and its amendments, which prohibits discrimination on the basis of disability, as well as other applicable regulations and guidelines issued pursuant to the Americans with Disabilities Act. L. GRIEVANCES AND COMPLAINTS PROCEDURE The AJCC partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. M. AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act and its 8 251-10 amendments. Additionally, partners agree to fully comply with the provisions of WIOA, Title VII of the civil Rights act of 1964, the Age Decimation Act of 1975, Title IX of the Education Amendments of 1972, 29 CRF Part 37 and all other regulations implementing the aforementioned laws. The WDB and the America's Job Center of California partners will ensure that policies and procedures established by the WDB and the America's Job Center of California partners are in compliance with the Americans with Disabilities Act (ADA). N. DURATION .- This MOU shall become effective,Ma c -I-; 2018 and-temunate Ju e.L30, 201'9; The MOU will be reviewed not less than once every year 6 identify any substantial changes that have occurred. This MOU will remain in effect until (i) terminated by the repeal of the Workforce Investment Act or otherwise by action of law, or (ii) with respect to the America's Job Center of California Partner, the date on which such America's Job Center of California partner withdraws from the MOU pursuant to Section 3 (c) hereof. Should any America's Job Center of California Partner withdraw, this MOU shall remain in effect with respect to other remaining America's Job Center of California Partners. This MOU is of no force or effect until signed by authorized representatives of the participating agencies, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least 30 calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended. Notice of withdrawal shall be given to the WDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties pursuant to Section 1. Courtesy notification shall be made to all parties of this MOU in a timely manner. O. MODIFICATIONS AND REVISIONS This MOU constitutes the entire agreement between the parties and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties. Assignment of responsibilities under this MOU by any of the parties shall be effective upon written notice to the WDB. Any assignee shall also commit in writing to the terms of this MOU. P. TERMINATION The parties understand that implementation of the AJCC system is dependent on the good faith effort of every partner to work together to improve services to the community. The parties also agree that this is a project where different ways of working together and providing services are being tried. In the event that it becomes necessary for one or more parties to cease being a part of this this MOU, said entity shall notify the other parties, in writing, 30 days in advance of that intention. Q. ADMINISTRATIVE AND OPERATIONS MANAGEMENT SECTIONS 1. License for Use During the term of this MOU, all partners to this MOU shall have a license to use all of the space of the AJCCs for the sole purpose of conducting acceptable AJCC services as outlined herein. 2. Supervision/Day to Day Operations 9 251-11 EXHIBIT 1 The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). The original employer of staff assigned to the AJCCs will continue to set the priorities of its staff. Any change in work assignments or any problems at the worksite will be handled by the site supervisor(s) and the management of the original employer. The office hours for the staff at the AJCCs will be established by the site supervisor(s) and the primary employer. All staff will comply with the holiday schedule of their primary employer and will provide a copy of their holiday schedule to the operator and host agency at the beginning of each fiscal year. Disciplinary actions may result in removal of co -located staff from the AJCCs and each party will take appropriate action. Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally -required employee benefits. In addition, each party shall be solely responsive and save all other parties harmless from all matters relating to payment of each party's employee(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters. All partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves local police authorities. 3. Disputes The parties shall first attempt to resolve all disputes informally. Any party may call a meeting of all parties to discuss and resolve disputes. Should informal resolution efforts fail, the dispute shall be referred to the Chair of the WDB, who shall place the dispute upon the agenda of its next regular or special meeting of the Board's Executive Committee. .The Executive Committee shall attempt to mediate and resolve the dispute. Finally, if the Executive Committee's resolution efforts fail, any party may file a grievance in accordance with the State of California's WIOA grievance procedures. The parties agree to be bound by the final determination resulting from that procedure. Each party shall be responsible for its own costs and legal fees associated with any dispute resolution procedure, including but not limited to informal, formal, mediation and litigation. 4. Press Releases and Communications All parties shall be included when communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies. Unless otherwise directed by the other parties, in all communications, each party shall make specific reference to all other parties. The parties agree to utilize the AJCC logo developed by the State of California and the Local Board on buildings identified for AJCC usage. This also includes letterhead, envelopes, business cards, any written correspondence and fax transmittals. 10 251-12 EXHIBIT 1 The SAWC shall provide wall signage listing the names of current participating partners. Where practical, the Santa Ana WORK Center will list partner agencies on forms and marketing materials distributed to the public. 5. Hold Harmless/Indemnification/Liability In accordance with provisions of Section 895.4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. R. SEVERABILITY If any part of this MOU is found to be null and void, or is otherwise stricken, the rest of this MOU shall remain in force. S. JURISDICTION: Jurisdiction over any disputes under this MOU shall reside in Orange County, California. T. INSURANCE: The America's Job Center of California Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Investment Act and at the WORK Center, including commercial general liability, property damage liability, business personal property, workers' compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance and the coverage shall be primary and non-contributory with regard to the City. U. AUTHORITY AND SIGNATURES: The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. 11 251-13 EXHIBIT 1 THIS MEMORANDUM OF UNDERSTANDING is hereby signed and agreed to on the date first written above. FOR THE CITY OF SANTA ANA Attest: Maria D. Huizar, Clerk of the Council Recommended For Approval: Robert M. Zur Schmiede, Interim Executive Director Community Development Agency City Of Santa Ana: Raul Godinez II, City Manager Form: io, City Attorney Assistant City Attorney FOR SANTA ANA WORKFORCE DEVELOPMENT BOARD - - --- - - - ----- - - --- c Lee McMurtray, Chair FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER Asian American Senior Citizens Services Center AJCC Partner Norman Lee, Project Director 850 N. Birch St.. Santa Ana CA 92701 Address 12 251-14 Date El t x w EXHIBIT 1 251-15 C 0cuE Z « mu m a m v 0 a m M {Y C d E L V WC a L° E � 0 z L w u H L � ry� 1.7 N N E u m � a � c m L u w W N C E U a d C f0 Z d a N AE u Z CO L 10 V E a a L v v O v EXHIBIT 1 251-15 4,1 a L W EXHIBIT 1 w ° O N 79 U ,Ni may' � N U w C U C « O C N O V O O 2 K OL N p P U W N STy g o vww C � N V°° L o p v c .d U U 3 aQi m c R a 3 6 N R t to b U lC. C O z y' 9 C E O y v N ui C o���CCC o b a a§ � Q 2 R d c o c N N ?� A C O U y 'Q �yp. U m U C y O C ,>d y .0 C w 0 O 7 0 o �,c o f ° y o0 0 0 °.Q ° n° N U ° N u m m � •v' a C ei :o ,s -, 3 10 0 bo v0 ° •=ooia2c' Nh a 0,y yi 40, C :p a5 U N l~•.1 u X H Vl G •V N t^ ..r". ° y 00 >, �? 4.25 i .0 arc°, verooQ A ° Ea v„ 0Q02 b d U aFf o.� mm od0000 °c ..0 aOij E � .io 0Ona >, U 2 0 o L UQ c o c U -0 Q o O Uo 'y o E0 R ° o 0Ux A 4 MIS 0 N q A y, .r c y 3 a a o d u° a= a G N C N y C U�y pp O C L N W a 7 O N N L. l�pE! ..U.. •� a fd R V .^I > w �a p W r 0 U .; UOr4 a N O p C s q d •� �v 03 �.[ o° Q N a° ei• c 0 v'a°,U 0 m w N 0 d� °L' -6-0-00 .c c .'C' 0 a� 0 ^s° 42 ' x> mC ° 'L .� mo NN R ,oyEawoc0 oo U U0 ° C dp Y Q p°qq V 3 o a N •[ C � � U y � C O rr7 O ,G � fi � � %L •-O� 0 YS 00.b °v w to J9 � c ,^i' ° U .. a qa b c� R.5 d c a� •A a c ,�, � L � a �nj O O a 4U. C> o a C w Vl o Em C C 40 d R 0-0o .01 W S U .0 8 0 .: ei c% a qi 251-16 W W Is EXHIBIT 1 251-17 N N N 0 N E O C O w w � fid d A p0 U w 0 G ° C G r °n U c w a 'v o a ° C: aci ° a N T S E a pE L8 U N a O N y .� N R tp'A e 0 a .-" 0 0W. Oma° C' O 0 >1 8-0 C ° 3 o •[' E A a'•N N C 14 w •0 0 H '� Q 0 O w- o u ..0 y UEi7j` v p 0 v 00 s� a� •~ � N O •r •d A •� A � •� 0 0. U Vp ami h 0 C M 0p E a N cFtl q: O 4 ~ N y 00 M rp.� q dEiQ d G N v] 0 S 'd U MA .W. Qu' 0 L v c Nva G �a Eo'o U] OD U . 0-0.0 ., E N v o° p, 0 c v 4> O m .70. W wm3 00 O '+ 251-17 N N C r rr LWAM IM U N 'U W O a. O 9 251-18 M ON U N UUU N C N Yi � CD :03 .E c C°D0 0 b 3 � G•c •7 U R '� R `o 3 a 0 d o�.9oa c v •a �° :UO3 r > _ U 5p R 0 6D o d.0 C Y R 0. ^ C14 O N .Y y U U b A 'C� v E 3 E to pa A M c•swv p N .OO A U PC t2 �v 0 0 0 Y o L C COD. -0.c o 3 N •p O �:+00 WOO W Is A n 8 W EXHIBIT 1 y0 «O d a >'S d os v y RW O 00o W •^ p d a. y ❑ d � � OF •� °' c m 42 ani vd ° c� d d y d 0.0 OC pp y 0 U y O 0> q O m Co caw a = o ,E v e O U 000' w - N o � 8 o �-800>M, r v C E o0, °Ebb .v n: vcr °r� -14 N %p.� O a; > .i° O ai qa o o 0 ,d" a •OD o .•.C�y. "• O. d d O N o° 3 C~ d `J" p• y T 0 7 A p a d •�• N 'G C C O N aCi o Q p. A U N 3 O y O W E Ag E eDd,._ E p• E80 „ � o Q O a a p u •d •a° o .� q o a OD U E :a A•9 c H ° b p d c O O Qb a Y•p F U 3 a A a 9 04? U O • d U r ^ G o o f •" v m 3W y b �cd vo ,F, •a .. d x E� o A 00 T y 8 W EXHIBIT 1 251-19 N n• 00o W •^ p d a. v, •� °' c m m a d d d N OC pp y �. U O@ y a t � ,E coO o C > C E n: vcr °r� -14 N o c o 0 ,d" a •OD o p o° 3 O N N T A p a d •�• N 'G d 8 aCi o O v '6 >� p. A o y C E a, E 0ta „ � a a p a E tb ° y >1 to G. GoG N a o p ,F, •a .. d x E� o > 3 l c P. agw O N do o�q c G ,C q w •bUC P O 2 •dp O ❑ o w co. q CD N ca•5E E •.+ NVi Nb 'i0 oa�icdi G •O d E N d d U V F d O o N p P. is OUD O p O O O m • ° ° 3 a S3 enE a F ? ° euD d p p c `: •^ C ytl G �•Eh3 4. y 10 r OD •Rry ND7 E oU U ;O p YtO s G•N • p O0rA q b 11 .� p a «cE0wUPb y R••i C �• O a y woa (+ d Q L G7 w A 0 ttl •� 'N d + ,.,�i t0 O d Q� a � 0 O •d T N a x c o o .0.1 .••� cV t•] V vi �D [h 251-19 251-20 EPC C/) c U A o O 0 0 r 3 5 R O U .7 > F U V] N V7 U 61 • r q 4 Q' O w C OOQQa100 d U�pF,�FCgFOz 251-20 EXHIBIT 1 SANTA ANA WORK CENTER AMERICA'S JOB CENTER OF CALIFORNIA AND ITS PARTNERS Santa AnaWORKCenter America's Job Center of Cali forma 1000 E. Santa Ana BML 020D Santa Ana, CA92701 Partner: Employment Development Department State Department of Rehabilitation O.C. Soda] Services Agency GODclmll Industries SER/Semor Aid Program Ieam411fe 107 0 Centennial Adult Education © 7900 W. Edinger Ave. Santa Ana, CA 92704 3 Santa Ana College 1530 W.17th St Santa Ana, CA 92706 College&Workforce ®Prepeation Center 1572 N. Main SC Orange, CA 92867 State Departmentof ORehabilitation 709The CltyDrive, Suite 110 Orange, CA92868 ©Social Services Agency 1928S.Grand Ave. Santa Ana, CA 92706 MIROPValley fOgh School Q1801 S. Greenville Santa Ana,CA92704 AV. m Long Beach Job Corps ® 1903 Santa Fe Ave. Long Beach, CA 90810 Asian American Senior Center 850 N. Birch St Santa Ana, CA 92701 Remington Education Center 1 p 1325 E.4th St. Santa Ana, CA 92701 251-22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: APPROVE AN AGREEMENT WITH MDG ASSOCIATES, INC. TO ASSIST IN THE ADMINISTRATION OF THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM (NON -GENERAL FUND) (STRATEGIC PLAN NO. 4,1) J CITY WANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: -:• ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with MDG Associates, Inc. to assist in the administration of the Community Development Block Grant program beginning April 3, 2018 and expiring April 30, 2019, with provisions for two, one-year extensions exercisable by the City Manager and City Attorney, in a total amount not to exceed $100,000 over a three-year period, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana is an entitlement grantee and receives an annual allocation of Community Development Block Grant (CDBG) program funds from the United States Department of Housing and Urban Development (HUD). The funds must be used to benefit low and moderate income persons, aid in the prevention or elimination of slums or blight, or meet an urgent need. Compliance with all CDBG regulations and requirements is essential to the continued success of the CDBG program. On February 20, 2018, City Council authorized an agreement with MDG Associates, Inc. to provide financial monitoring services of federal grant programs. This separate agreement was authorized due to the increased scrutiny on compliance requirements from the United States Office of Management and Budget and to ensure that mandatory subrecipient monitoring requirements are met. In January 2018, the City's full-time Community Development Analyst position responsible for the daily administration and implementation of the CDBG program became vacant due to an internal 25J-1 Agreement with MDG Associates, Inc. April 3, 2018 Page 2 promotion and a recruitment to fill this vacancy is currently underway. Last month, a second full- time position assisting with the CDBG program became vacant unexpectedly and the Community Development Agency was left without a dedicated full-time staff person available to administer the program. As a result, on March 12, 2018, staff issued a Request for Proposals (RFP) for a consultant with expertise in HUD programs to assist with the administration of the CDBG program in order to continue the administration of the CDBG program without interruption. Three responses to the RFP were received by the proposal due date of March 16, 2018. The proposals were then reviewed, scored and ranked by a committee made up of three staff from the Community Development Agency. The final committee scores for the proposals received are identified in Table 1. Company Cumulative Score MDG Associates 82.3 GRC Associates 77.3 Jackie Sakane N/A Unable to Provide Required Scope) Table 1 MDG Associates, Inc. received the highest score was selected to best meet the needs of the CDBG program. In addition to providing technical assistance to local agencies, MDG Associates, Inc. provides trainings across the country directly on behalf of HUD. As such, staff is recommending that MDG Associates, Inc. continue to provide ongoing specialized technical assistance to staff as needed, for the duration of the agreement. This service was included in the scope of the original proposal which includes, but is not limited to, maintaining financial and programmatic records, including tabulating and reporting accomplishment entries in the HUD management information system, and preparation for submission of compliance reports including Section 3 compliance, MBE/WBE reporting, and other reports as needed to ensure the City's programs meet all the applicable compliance regulations. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #4 — City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment.) FISCAL IMPACT Funds are available in the Community Development Block Grant program, Contract Services - Professional account (no. 13518780-62300) for FY 2017-18, and will be budgeted in future fiscal years as follows: Fiscal Year Amount 2017-18 $ 35,000 2018-19 $ 50,000 2019-20 $ 15,000 Total $100,000 The amounts identified are estimates only and are subject to change. 25J-2 Agreement with April 3, 2018 Page 2 MDG Associates, Inc. " RoberM. r S miede Interitiv Driector Community Development Agency Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez I Executive Director N b Finance and Management Services Agency 25J-3 25J-4 CONSULTANT AGREEMENT INCORPORATING COMMUNITY DEVELOPMENT BLOCK GRANT REQUIREMENTS THIS AGREEMENT, made and entered into this _ day of 2018, by and between MDG -Associates; 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. The City desires to retain a consultant having special skill and knowledge in the field of grant monitoring services and technical consulting services for federal grant programs. Accordingly, the City issued a Request for Proposals for the Administration of the Community Development Block Grant Program attached hereto as Exhibit A and incorporated herein. B. The City, as an entitlement recipient and grantee of the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant ("CDBG") Program, desires to enter this Agreement with the Consultant for the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seg. ("CDBG Regs"). C. Consultant represents that Consultant is not listed as debarred, is able and willing to provide such services to the City, and will comply with the CDBG Regs. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Pursuant to this Agreement, Consultant will provide administrative services for the City's CDBG Program, as set forth in Exhibit B attached hereto and incorporated herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed one hundred thousand dollars ($100,000.00) during the term of this Agreement. 25J-5 EXHIBIT 1 b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work petTormed, 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. 3. TERM This Agreement shall commence on the date first written above and terminate on -April - 30, 2019, unless terminated earlier in accordance with Section 9, below. The Term of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 25.1-6 EXHIBIT 1 c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 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. 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 in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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. 6. Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 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 asserting that personal 25.1-7 EXHIBIT 1 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. 7. CONSULTANT'S OBLIGATIONS A. No Conflict, To the best of Consultant's knowledge, Consultant's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Consultant is a party or by which it is bound, B. No Bankruptcy. Consultant is not the subject of any current or threatened bankruptcy proceeding. C. No Pending Legal Proceedings/Debarment. Consultant is not the subject of a current or threatened litigation that would or may materially affect Consultant's performance under this Agreement. Consultant farther acknowledges that it is not on the list of debarred contractors. D. No Pending Investigation. Consultant is not aware that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, that would relate to affect performance of the Agreement or provision of services hereunder. E. Licensing. Consultant agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. Consultant shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing Consultant's operations hereunder. F. Audit Report Requirements. Consultant agrees that if Consultant expends Seven Hundred and Fifty Thousand Dollars ($750,000.00) or more in federal funds, Consultant shall have a single audit or program specific audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. Consultant shall provide City with a copy of said audit by October 1 of the year following the program year in which this Agreement is executed, if applicable. G. Record Keeping/Reporting. Consultant shall keep and maintain complete and adequate records and reports to assist City in meeting and maintaining its record keeping responsibilities under Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq, H. Access to Records. City and the United State Government and/or their representatives shall have access for purposes of monitoring, auditing, and examining Consultant's activities and performance, to books, documents and papers, and the right to examine records of Consultant's subcontractors, bookkeepers and accountants, employees and participants in regard to said program. City and the United States Government and/or their representatives shall also schedule on-site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program 4 25J-8 EXHIBIT 1 and entering any premises or any site in which any of the services or activities funded hereunder are conducted or in which any of the records of Consultant are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. I. Location of Records/Required Length of Record Keeping. All accounting records, reports, and evidence pertaining to all costs, expenses and the funds received by Consultant and all documents related to this Agreement shall be maintained and kept available at Consultant's office or place of business for the duration of the Agreement and thereafter for five (5) years after completion of an audit in conformity with the CDBG Regulations. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which City or any other governmental agency takes exception, shall be retained beyond the four (4) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event Consultant does not make the above -referenced documents available within the City of Santa Ana, California, Consultant agrees to pay all necessary and reasonable expenses incurred by City in conducting any audit at the location where said records and books of account are maintained. J. Confidentiality. Without prejudice to any other provisions of this Agreement, Consultant shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, Consultant shall submit to City and or HUD or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by Consultant, costs incurred and services rendered hereunder. K Lobbying. Consultant certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions, L. Financial Interest. Consultant agrees that except for the use of funds to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to activities assisted under the terms of this Agreement, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a City -assisted activity of 25.1-9 EXHIBIT 1 Consultant, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an agent, employee, consultant, officer, or elected or appointed official of City, or of any designated public agency, or the Consultant. M. Drug Free Workplace. Consultant certifies that it has established the following drug- free workplace policy: 1. The unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace for any employee involved in a federally funded program. 2. As an employee working in conjunction with a federally funded program, the employees of Consultant will be required to: a) Abide by the terms above in statement 1. b) Notify appropriate officials of Consultant and City officials of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction. 3. The City and the United State Department of Housing and Urban Development will be notified within ten days after receiving notice of any such violation. 4, Within 30 days of receiving such notice, appropriate personnel action will be taken against such employee, up to and including termination. Each such employee shall be required to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency. N. Nondiscrimination. Consultant agrees that no person on the ground of race, age, color, national origin, disability, religion or sex will be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds received pursuant to this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. O. Conflict of Interest. 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. Further, any conflict or potential conflict of interest of any employee/officer of Consultant shall be fully disclosed in writing prior to the execution of Us Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by Consultant to City regarding any changes or modifications to its board of directors and list of officers. 25J-10 EXHIBIT 1 P. Prohibition of Nepotism. Consultant agrees not to hire or pemut the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by Consultant. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. S. ASSIGNABILITY None of the duties of, or work to be performed by, Consultant under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of City. Consultant must submit all subcontracts and other agreements that relate to this Agreement to City. No subcontract or assignment shall terminate or alter the legal obligations of Consultant pursuant to this Agreement. 9. TERMINATION A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, Consultant shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by City upon five (5) days' written notice for violation by Consultant of Federal Laws governing the use of Community Development Block Grant Funds. In the event of such suspension or termination, Consultant shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. Pursuant to 24 CFR 85.43, in the event Consultant defaults by failing to fulfill all or any of its obligations hereunder, City may declare a default and termination of this Agreement by written notice to Consultant, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, City shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by City in obtaining substitute performance. D. The grant of funds under this Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 25J-1 1 EXHIBIT 1 10. VENUE/JfJRISDICTION 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. 11. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 With courtesy copies to: Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6549 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 25J-12 EXHIBIT 1 To Consultant: MDG Associates, Inc, 10722 Arrow Route, Suite 822 Rancho Cucamonga, California 91730 Phone: (909) 476-9696 Facsimile: (909) 476-6086 13. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages to Agency in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. c. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. 25J-13 EXHIBIT 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR City Clerk APPROVED AS TO FORM: SOi Cif} 0 RECOMMENDED FOR APPROVAL: ROBERT ZUR SCHMIEDE Interim Executive Director Community Development Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT MDG Associates, Inc. By: Rudy Munoz President Tax ID# to 25J-14 1XV400jr-fts IMV:IIt Y REQUEST FOR PROPOSALS 11 25J-15 EXHIBIT 1 REQUEST FOR PROPOSALS FOR ADMINISTRATION OF THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Proposal Due Date: March 16, 2018 4pm CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY 20 Civic Center Plaza Santa Ana, CA 92701 25.1-16 EXHIBIT 1 PURPOSE The City of Santa Ana is seeking proposals from qualified consultants, knowledgeable in the administration and oversight of Community Development Block Grant programs to bridge the staffing needs of the City until the permanent administrator is on -board. SCOPE OF WORK Community Development Block Grant (CDBG) administration. Responsibilities of the Consultant: • Provides day-to-day administration of the CDBG program which involves the distribution of funds among various activities, and requires the majority of grant individuals benefiting from the programs/projects be low -to moderate -income persons. • Plans, manages, monitors and evaluates program activities to ensure projects are carried out effectively and in compliance with federal regulations and City requirements. • Conducts surveys such as eligibility of capital improvement projects; analyzes survey results to ensure program compliance. • Prepares contracts with program sub -recipients and provides technical assistance. • Oversees the budgets and expenditures of sub -recipients; prepares grant draws • Ensures recipients, including non-profit organization and other City departments comply with federal regulations and coordinate with these groups to process invoice packages accurately in accordance with applicable federal regulations and local financial procedurals. • Carries out environmental reviews for small projects; • Maintains financial and programmatic records, including tabulating and reporting accomplishment entries in the HUD management information system, and preparation for submission of compliance reports including Section 3 compliance, MBE/WBE reporting, and other reports as needed. Please submit a brief proposal outlining your experience administering a Community Development Block Grant program, your hourly consultant rate and proposed number of hours to be on-site at the City of Santa Ana. It is anticipated that the consultant will be needed for approximately eight to twelve weeks. 25.1-17 EXHIBIT 1 INFORMATION REQUESTED FROM PROPOSER To achieve a uniform review process and obtain the maximum degree of comparability, it is required that proposals be organized in the manner specified below: 1. Title Show the RFP subject, the name of proposer firm, local address, telephone number, name of contact person and date. 2. Letter of Transmittal Briefly state the proposer's understanding of the work to be done and make a positive commitment to perform the work within the specified time period. Give the names of the persons who will be authorized to make representations for the proposer, their titles, addresses, e-mail addresses, telephone numbers, and fax numbers. 3. Profile and Qualifications of the Proposer Identify personnel who will provide the day to day administration of the CDBG program including their resumes. Describe recent CDBG experience similar to the type requested. 4. References Give names, addresses, and telephone numbers of three (3) client contacts for such audits. 25J-18 EXHIBIT 1 ADDITIONAL INFORMATION AND CONTACT Neither the City nor the Community Development Agency will be liable for any costs not included in the proposal and subsequent -for costs. The City or the Agency reserves the right to reject any and all proposals, the right in its sole discretion to accept the proposal it considers most favorable to its interest, and the right to waive minor irregularities in the procedures. Additional information or clarification should be directed to: Terri Eggers Senior Community Development Analyst City of Santa Ana 20 Civic Center Plaza M-25 Santa Ana, CA 92702 (714) 647-5378 TEggers@santa-ana.org DEADLINE OF RESPONSES Responses to this request for proposal should be received and time stamped no later than 4:00 P.M. on March 16, 2018. Three (3) copies of proposals are required. 4 25.1-19 EXHIBIT 1 PROPOSAL 12 25J-20 EXHIBIT 1 MDG ASSOCIATES • INC. CITY OF SANTA ANA PROPOSAL ADMINISTRATION OF THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CORPORATE HEADQUARTERS 10722 ARROW ROUTE, SUITE 822 RANCHO CUCAMONGA, CA 91730 TELEPHONE: 909/ 476-9696 FAX NO.: 909/ 476-6086 25.1-21 EXHIBIT 1 /I MDG ASSOCIATES • INC. March 13, 2018 City of Santa Ana Ms. Terri Eggers Senior Community Development Analyst Community Development Agency 20 Civic Center Plaza M-25 Santa .Ana, CA 92702 Subject: Proposal to Provide Administration Services for the Community Development Block Grant Program Dear Ms.. Eggers: MDG Associates; Inc. (MDG) is pleased to submit its qualiflcations to provide assistance:in the administration of the City's Community Development Grant (CDBG) Program. MDG, along with its affiliate LDM Associates, Inc. (LDM), have been providing high-quality services to municipal agencies; the U.S. Department of Housing and Urban Development (HUD) and private clients for over 27 years. MDG's emphasisand capabilities are In the. grants management of HUD funded Community Planning and Development (CPD) Programs such as Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME) and Emergency Solutions Grant (ESG) in addition to one-time entitlement grants such as the Neighborhood Stabilization Programs and the Homelessness Prevention and Rapid Rehousing Program (HPRP). The firm provides administration and/or implementation services for program's such as housing rehabilitation, commercial rehabilitation, first time homebuyer and labor compliance services (both State and Federal). MDG Is a registered California corporation and is a certified Minority Business Enterprise (MBE). Our consulting team is comprised of highly qualified professional staff with expertise In all aspects of CDBG Program Admiinistration and Implementation. We hope thisproposal conveys ourfirm's abilityto provide consulting services to assist you in meeting your needs. Provided herewith, is the Information requested In your Request for Proposals (RFP). You may Contact me at the following address, telephone number or e-mail should you have any questions regarding this proposal; MDG Associates, Inc 10722 Arrow Route, Suite 822 Rancho Cucamonga, CA 91730 (909) 476-9696 nnuinoz®mdg-ldm conn 10722 Arrow Route . Suite 622 . Rancho Cucamoirp . California 91730 (909) 436.9696 . Fax (909) 476-6086 25J-22 EXHIBIT 1 If you have any questions regarding this matter, please do not hesitate to call meat your convenience, Rudy E, h President Enclosure: Proposal 10722 Arrow Route ■ Sulte B22 a Rancho Cucamonga ■ California 91730 (909) 476-9696 a rzx (909) 476-6086 25.1-23 EXHIBIT 1 CITY OF SANTA ANA PROPOSAL ADMINISTRATION OF THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM TABLE OF CONTENTS Section 1. Description of Firm, Qualifications, and Experience .......................... Section II. Approachand Scope of Work .................... .................................. ".............. _.......... Section 111. References .... ..................... :................................ :.......................:...................._...,....:. 5 Section IV, Budget and Schedule of Hourly Billing Rates . ................................... ........ :. Resumes of Key Personnel 25J-24 EXHIBIT 1 SECTION I. DESCRIPTION OF FIRM, QUALIFICATIONS, AND EXPERIENCE MDG Associates, Inc. (MDG) was established in 1991 and has undergone steady growth since its Inception. MDG is a corporation registered in the State of California. MDG is a registered Minority Business Enterprise (MBE) and a Small Disadvantaged Business (SDB/DBE), In response to our clients' needs, MDG and Its affiliate LDM Associates, Inc. (LDM) provide a wide variety of Community Development consulting services Including, but notlimited to: Grants Management; Project Management; Construction Management, Architectural Design; Urban Planning; and Labor Compliance Monitoring, MDC Associates, Incas comprised of individuals with a wide variety of expertise including the services specifically requested by the City. Currentiy,MDG has twentyreight (28) staff. members. Thirteen (13) of the 20 staff members areknowledgeable and experienced In the administration of CDBG, HOME, ESG, and the CalHome Programs in addition to projects funded under these Programs. MDG provides administrative and managemen,tservices to cities that are seeking a consultant thatcan act as an extension of their staff and look after the best. interest of the. City. Grants Management: MDG currently. provide administration and implementation services for the Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME),. Emergency SoluU,ons. Grant (FSG), Com munity Development 8lo.ck Grant Disaster:Rec6very (CDBG-DR), and Neighborhood Stabilization Programs (NSP). MDG has managed other grants such as Statb. grants (Parks and Recreation, CalHOME, State HOME, Prop.. 40, etc.), CDBG- Recovery,grant, Homeless Prevention and Rapid Rehousing (HPRP):grant% In. addition, MDG implements activities funded under the aforementioned programs. such as Residential Rehabilitation, Commercial Rehabllltation, and First -Time Homebuyer, Economic Development and Labor Compliance Monitoring and Enforcement Services. MDG staff maintains an excellent relationship with the local HUD offices as well as at the headquarters level (Washington D.C:). MDG staff currently provides technical assistance (TA) to grantees throughout the country on behalf of HUD Headquarters through the OneCPD and Community. Compass Programs. The technical assistance Is provided to states, counties, cities and other HUD-fundedgrantees in conjunction with the CDBG, HOME, and NSP programs as well as the IDIS and DRGR HUD reporting systems. Our staff has been tasked by HUD Headquarters to provide national training on their behalf to grantees and HUD Staff. The training has been in the areas of "Basically CDBG;' Assessment of Fair Housing (AFH), Disaster Recovery Grant Reporting (DRGR), eCon Planning Suite, CPD Maps, and the Integrated Disbursement information System (IDIS). Our staff is also tasked with providing assistance to grantees through the HUD Resource Exchange Ask a Question (AAQ) program in .the areas of CDBG, HOME, and DRGR. MDG and its affiliate LDM are currently under direct contract with 18 cities and two .(2) counties throughout tha western United States with funds from HUD totaling approximately 28,5 million dollars. The services are primarily for the day -today implementation of their CPD. Programs. For others, MDG provides services on specific tasks such as IDIS input, project monitoring, federal labor standards (Davis - Bacon) compliance, monitoring CDBG/HOME and ESG grants, preparation of Consolidated Plan/Action Plan, and the preparation of Consolidated Annual Performance and Evaluation Report (CAPER). As HUD CPD program management consultants, MDG assists with the day-to-day acimhnlstration of the programs, including the preparation of Five -Year Consolidated Plans, One•Year Action Plans, and CAPERS, We conduct the monitoring of public service activities and capital improvement projects for Page 118 25.1-25 EXHIBIT 1 compliance with the CDBG, OMB (2 CFR Part 200), Davis -Bacon Act requirements, and other cross- cutting requirements. The day-to-day services include, but are not limited.to setting up budgets based on the adopted Annual Action Plans; assist in preparing agreements and purchase orders; reviewing Invoices and supporting documentation for compliance with applicable requirements (e.g., procurement, contracts, 2nd Davis. Bacon compliance, etc.). We assist in setting up draws in the IDIS system upon reconciliation of grantees general ledger; completing conducting programmatic and financial monitoring of subrecipients and City Departments to assure activities are compliant with the agreement/MOL) and all applicable requirements. We assist in inputting quarterly accomplishments in IDIS; conducting annual reconciliations of City's accounts as compared to the data in IDIS; tracking accounts/budgets for any carryovers, or unexpended funds upon activity close-out; monitor and maintain program income and or loan portfolio. We also assist the City during the single -audit process, providing requested Information to the auditor. Housing Rehabilitation: MDC along with its affiliate LDiv1 are currently under contract with 15 cities for the day-to-day management and implementation of their housing rehabilitation programs and inspection services for their programs. Last year, the firm processed and completed the rehabilitation of approximately 225 residential dwellings for the 15 different cities. The programs Included the use of CDBG funds, HOME funds, State HOME funds and CalHomp funds. Commercial Rehabilitation Program Administration and Implementation Experience: During the past 15 years, our firm has been assisting cities In the day-to-day administration and implementation of their Commercial Rehabilitation Programs. During the past five (5) years, we have assisted eight (8) Cities with die rehabilitation of approximately 55 commercial buildings. In addition, we are in the process of setting up two (2) new programs for the Cities of Buena Park and Hesperia. The level of service requested by each City differs, however in most cases we provide the overall administration .and implementation services.. These include inspection, design services, project management and Davis -Bacon Compliance monitoring. Labor Compliance (Davis -Bacon Act): We are currently 'under contract to provide Labor Compliance services to 14 cities in Southern California. Our typical scope of work includes preparation and review of bid documents for compliance with Federal labor standards and requirements including Davis -Bacon and Related Acts, Section 3, and DOL regulations; attend pr&construction meeting and present Information on Davis -Bacon and Section 3 requirements; review submitted bid documents for compliance; establish and maintain contractor and subcontractor labor fllesi conduct employee field interviews and document posting compliance; reconcile weekly certified payroll reports and supporting documentation; monitor contractors for Section 3 accomplishments; schedule labor compliance file reviews prior to release of retention funds; and address and resolve any underpayment or deficiency issues. Section 3: Our staff is experienced in the Implementation of the Section 3 employment, contracting and training requirements. Currently, we monitor labor compliance activities on 15 projects with a combined construction value of over $12.5 million. Of these projects, ten (10) are Section 3 -covered projects with contracts in excess of $100,000. Page 218 25.1-26 EXHIBIT 1 SECTION If. PROJECT APPROACH AND SCOPE OF WORK The members' of our consulting group proposed to provide administrative services for the City's Community Development Block Grant program include Mr. Rudy Munoz, President; and Ms. Esther Luis, Senior Associate, Mr. Munoz will be overseeing the contract and will be available on an as needed basis to address any contract or staffing related issues. Ms. Esther Luis, Senlor Associate'will bethe main contact and responsible for the day-to-day administration of the CDBG program. Rudy Mufioz, President - Mr. Rudy Munoz has been providing community development consulting services to municipal agencies with MDG Associates since he founded the company in 1991. Mr. Mufioz has more:than 30 years of overall experience in the community development field, including grants management of federal, county, and local grants Including those offered by the U.S. Department of Housingand Urban Devetopmen£ He is responsible for assisting municipalities with all aspects of Community Development Block Grant (CDBG), HOME Investment Partnership Act (HOME), Neighborhood Stabilization Program (NSP) and Emergency Solutions Grant (ESG) administration and implementation. Mr. Munoz focuses on strategic community investment, development of Implementation tools to facilitate the management of programs, {developing tools and conducting training for HUD individual and multiple grantees and in the development of Policies and Procedures for programs (HOME, CDBG, NSP) and activities funded under these programs (Housing Rehabilitation, Commercial Rehabilitation and Homebuyer Programs). His work In these areas. includes 36 Consolidated Plans,.Over 200 Action Plans and .CAPER'.s, and 12 Analysis of Impediments to Fair Housing Choice. Mr. Mufioz has been providing HUD grantees; through its Technical Assistance Program, Basically CDBG Program, Disaster Recovery Grant Reporting (DRGR), and CPD Monitoring training throughout the country in addition to the Commonwealth of Puerto Rico (training conducted in Spanish). Mr. Munoz. is a Certified HOME Specialist (Regulations) and is a national technical' assistance provider through HUD's OneCPD and Community Compass initiatives. Mr. Mufioz worked for a number of municipalities in. Southern California in the Community Development field overseeing Planning, Code Enforcement, Grants Management, and Building Departments. Mr, Munoz received a Bachelor of Architecture from California Polytechnic University in Pomona, Esther Luis, Senior Associate. Ms. Esther Luis.Jolned MDG Assodates; Inc. in June of 2000 and currently serves as a Senior Associate on the Housing and Community Development team. Ms. Luis has more than 19 years of experience in the planning and implementation of federal grants including those offered by the U.S. Department of Housing and Urban Development - Office of Community Planning and Development. Ms. Luis' grants management experience includes federally- and County -funded Community Development Block Grant (CDBG) Programs, administration of housing and commercial rehabilitation programs and the oversight other state and federal grants. Ms. Luis' capabilities include knowledge of federal and state grant guidelines, grant application requirements, as well as the ability to administer and manage grants. She has worked on both sides of the CDBG program to include oversight as a County staff member overseeing Urban County grantees, working with Urban County grantees reporting to the County and working for entitled grantees working directly with HUD. Ms. Luis primary focus is on the day -to -clay CDBG program administration and management, subrecipient (public service) management and monitoring, labor standards enforcement, compliance Page 318 25.1-27 EXHIBIT 1 with federal reporting requirements including the Consolidated Annual Performance and Evaluation Report (CAPER), and all other aspects of program administration, implementation and compliance. Ms, Luis has worked with multiple cities in the administration of their programs. Prior to her career In the private sector, Ms. Luis held the position of Development Specialist and Program Specialist for the Community Development Commission of the County of Los Angeles and Economic Development Analyst The resumes of the staff members are included In the Resumes of Key Personnel section of this document SCOPE OF WORK MDG proposes to provide staffing and other resources required to provide administrative services for the City's CDBG projects and programs. Those duties include: Community Development Block Grant (CDBG) Administration. • Provides day-to-day administration of the CDBG program which Involves the. distribution of funds among various activities and requires the majority of grant individuals benefiting from the programs/projects be low -to moderate -income persons. • Plans, manages, monitors and evaluates program activities to ensure projects are carried out effectively and in compliance with federal regulations and City requirements. • Conducts surveys such as eligibility of capital Improvement projects; analyzes survey results to ensure program compliance. • Prepares contracts with program sub-redolents and provides technical assistance, • Oversees the budgets and expenditures of sub -recipients; prepares grant draws • Ensures recipients, including non-profit organization and other City departments comply with federal. regulations and coordinate with these groups to process invoice packages accurately in accordance with applicable federal regulations and local financial procedurak. • Carries out environmental reviews for small projects; • Maintains financial and programmatic records, Including tabulating and reporting accomplishment entries In the HUD management information system, and preparation for submission of compliance reports Including Section 3 compliance, MBE/WBE reporting, and other reports as needed. Page 418 25J-28 EXHIBIT 1 SECTION III. REFERENCES HUD Entitlement Cities: City of Corona – Cynthia Lara. Administrative Services Manaeer II Services Provided: CDBG Program Administration and HOME Technical Assistance Including all aspects of the CDBG Program as well as assistance with affordable housing projects and Davis -Bacon Compliance Monitoripg, Date.of Contract: 2010 to Present Phone Number: (951) 739.4963; email address! QMthig,Lara@ci.corona,ca.us Citv of Fontana – David Edgar..noonty CNy Manager Services Provided: CDBG/HOME/CDBG-R/NSP Program TA; Analysts.of Impedimenta to Fair•Housing (AI); Consolidated_ Plan%Actlon Plan/CAPER preparation; Davis-Bacon/Section 3 Compliance; Policies and Procedures for FTHB and Hosing Rehabilitation Programs Date of Contract; 2669 to Present Contact Person:.Phone Number: (909).350,.67.39; email address: dedgar®fontana.org — lvyluvu: s–wDurnvrvmc.rrvgram Aamimstration and Technical.Assistance; CDBG and -HOME funded Housing Rehabilitation Progratri:Imple.mentation; RDA.funded Commercial Rehabilitation Program Implementation; Analysis of Impediments to Fair Housing (AI); Consolidated Plan/Act(ori Plan/CAPER preparation.. Date of Contract: 2002 to 2010 and 2014 to Present Phone Number: (310) 349.2976; email address: mgLierrero@cjtv6fbawthorhe.org Services rrowoed: F:UBfi/HOME/CDBG-R/HPRP Program Administration and Technical.Assistance; Redevelopment Consultation; CDBG and HOMEfunded Housing Rehabilitation Program Implementation; Analysis of Impediments to Fair Housing (AI); Consolidated Plan/Action Plan/CAPERpreparation; Davis - Bacon and Section 3 Compliance. Date of Contract: 2001 to Present Phone Number: (949) 724.7452; email address: sholtZ2ci.frvhe ca us City of Newoort Beach • Mr. fames Campbell Principal Plan er Services Provided: CDBG Program Technical Assistance; Davis -Bacon and Section 3 Compliance; Analysis of Impediments; Consolidated Plan/Actlon Plan/CAPER preparation; affordable housing monitoring, Date of Contract: 2000 to Present Phone Number: (949) 644-3210; email address: icamobell@newnortbeachca eov City of Paramount - Karina Lam Liu. Finance Dir ctor Services Provided: CDBG/CDBG-R/NSP/HOME Program Administration; Redevelopment Consultation; CDBG and HOME funded Housing Rehabilitation and Commercial Rehabilitation Program Implementation; Homebuyer Assistance Program; Analysis of Impediments to Fair Housing (AI); Consolidated Plan/Action Plan/CAPER preparation; 5 Year Implementation Plan (Redevelopment); Davis - Bacon Compliance; and affordable housing monitoring. Dates of Contract: 2003 to Present Phone Number: (562) 220-2210; email address: Klam®ParamountCity cam Page 518 25.1-29 EXHIBIT 1 CRY of Rialto — Mike Story Ci tv Administrator 150 S. Palm Avenue, Rialto, CA 92376 Services Provided: CDBG Program Administration; CDBG-R Program Administration; NSP1 and NSP3 Program Administration; Homelessness Prevention and Rapid Rehousing (HPRP) Program Administration; Commercial Rehabilitation Program Implementation; Project/Construction Management; Davis -Bacon; Consolidated Plan/Action Plan/Analysis of Impediments/CAPER preparation. Date of Contract: 2000 to Present Contact Person: Phone Number (909) 820.2689; e-mail address: Admhristratioriftaltoca.gov Services rrovided; CDBG Program Technical Assistance; CalHome and RDA funded Housing Rehabilitation Program implementation (4 separate programs); RDA funded Commercial Rehabilitation Program Implementation; CalHome and RDA funded Homebuyer Assistance Program; Project/Construction Mahagemen4 Davis-Bacoh and Sectioh 3 Compliance; Analysis of Impediments; Planning Services, Analysis of Impediments to Pair Housing (AI); Consolidated Pian/Action Plan/CAPER preparation;; affordable housing monitoring. Date of Contract: 2004 to Present Phone Number: (909) 9 1.4148; email address: Izwack@cWu land.ca us' Phone Number (909) 595-7543; email address: Lw-LeIner@cI.walnutca.us Urban County Cities: City ofAeoura Hills '• Doug H000er Director of Planning Dent Services Provided; CDBG Program Administration.(Urban County with LACDQ CDBG/RDA funded Housing Rehabilitation Program implementation; Davis -Bacon and Section 3 Compliance Monitoring. Date'of Contract 1999 to Present Phone Number (818) 597-7342; email address: dhooaer@ci.agoura•hllis.ca us letvrces rrOVluee: LUOU rrogram Administration, as a participant in the LACDC Urban County Program and assistance.with the City's:State CDBG Program, federal Labor Compliance. services. Date of Contract; 2015 to Present Phone Number: (626) 812-5236; email address: Kch0stiansen@ci azusa ca us City of Claremont — Austin Ramirez Management Analyst Services Provided; CDBG Program Administration (Urban County with LACDC); CDBG funded Housing Rehabilitation Program implementation; public service program technical assistance, Davis -Bacon and Section 3 Compliance, Date of Contract: 2016 to Present Phone Number (909) 399.5473; email address: gramirez@dclaremantca.us Cltv of Duarte — Rafael Casillas, Public Works Manager Services Provided; CDBG Program Administration, as a participant in the LACDC Urban 'County Program and assistance with the City's State CDBG Program, federal Labor Compliance services, and the City s annual Housing Element Update to the General Plan. Date of Contract: 2015 to Present Phone Number:. (626) 357-7931; email address: rca§iilas@accessduatte.com Page 6)8 25.1-30 EXHIBIT 1 Services Provided: CDBG Program Administration (Urban County with LACDC); public service program technical assistance; Davis -Bacon and Section 3 Compliance. Date of Contract: 2000 to Present Phone Number (310) 973-3240; email address: smooreVawndalecitv:ora Services: Los Angeles County Community Development Commission - Administration of CDBG Program Administration; Implementation of CDBG Home Improvement Program; Davis -Bacon and Section 3 Compliance. Date of Contract: 2002 to Present Phone Number (31.0) 544.5247,. emall address:,mikeg@rpvca gov City of Walnut • Tom Weiner Community Develownent Director Services Provided: CDBG Program Administration (Urban Countywfth LACDC); CDBG funded Housing Rehabilitation Program implementation; public service program technical assistance; pavis-Bacon and. Section 3:Compliance. Date of Contract: 2000 to Present Phone Number (904) 595.7543; email address: tweiner@ci.walnutca,us Page 718 25J-31 EXHIBIT 1 SECTION IV. BUDGET AND SCHEDULE OF HOURLY BILLING RATES BUDGET PROPOSAL MDG proposes to provide administrative services for the City of Santa Ana's CDBG program for a period of approximately eight to twelve weeks or as requested by the City. MDC anticipates being on- site approximately from 8 to 16 hours per week depending on the City's needs, Based on prior history, we believe that the number of hours budgeted is sufficient to address the scope of work. MDG proposes to bill on a time and material basis based on -the schedule of hourly billing rates. SCHEDULED HOURLY BILLING RATES Rates effective as of July 1, 2017 STAFF PERSON HOURLY RATE President/Senlor'Vice President $110,00/Hr. Vice President $105,00/Hr. Manager $ 95.0D/Hr. Senior Associate. $ 90.00/Hr. Associate $ 80.00/Hr. Senior Project Assistant $ 65.00/Hr. Project Assistant $ 60.00/Hr. Secretary $ 45.00/Hr. Note: If MDG staff Is requested by the City to attend a meeting not considered apart of this Proposal or on a day in which a consultant is not scheduled to be on site, the City shall be billed for the time it takes to drive to and from the City and its corporate office. REIMBURSABLE ITEMS: Project Supplies - at Cost Plus 10% Surcharge (If applicable) Prints/Reproductions - at Cost plus 10% surcharge (If applicable) Postage - at Cost plus 10% surcharge (If applicable) Page 818 25J-32 EXHIBIT 1 RESUMES. OF KEY PERSONNEL MDG ASSOCIATES • INC. 25J-33 EXHIBIT 1 Rudy E. Munoz President PROFESSIONAL EXPERIENCE: MDG Associates, Inc. - Rancho Cucamonga, CA President: 1991 -Present Founder and President of MDG Associates, Inc., a community development consulting firms specializing In administration and implementation services to a number of municipal agencies. Over 30 .years of experience In the community development field that Includes strategic development of implementation tools to facilitate the'management of programs, classroom training, administration and implementation of programs and designing programs.for state; county and local governments. Specializes in the oversight of .U.S, Housing and Urban Development (HUD) programs to government agencies as well as HUD technical services providers. under the OneCPD and Community Compass Technical Assistance program. The services to government agencies include providing day -today administration services for the Community Development Block Grant.(CDBG), Home Investment 'Partnerships .Act (HOME), Neighborhood Stabilization Program (NSP), and Homelessness 'Prevention and. Rapid Rehousing Programs (HPRP.). Responsible for designing developing, administering, and implementing housing rehabilitation, commercial rehabilitation, and PlrstTime Homebuyer programs for a.number of grantees in Southern California. Services provided to HUD service providers includes HOME and CDBG Programtechnical assistance; training on theDisasterRecovery and Grant Reporting (DRGR) system, Basically CDBG, e -Con Planning Suite and CPD Maps; Part of H..UDs Ask a Question (AAQ) team for'the DRGR reporting system, HOME Program, and the IDIS Reporting system In addition to being a part of HUD's Policy and Procedure Work Group responsible for developing policy and protedurea for CPD Programs. Has provided training and technical assistance (TA) through HUD service providers to the Commonwealth of Puerto Rico in Spanish. This includes the translation of CPD training materials, checklists, and training slides in Spanish. City of Huntington Park- Huntington Park, CA Ass, Director of Comm. Development/Redevelopment:1987 - 1991 Assisted the Director of Community Development in the administration of the department. Directly responsible for the day-to-day administration and management of municipal staff on the CDBG and HOME programs, current and advanced planning functions and code enforcement activities. Acted as Secretary to the City's Planning Commission. City of Bell - Bell, CA City Planner. 1986 - 1987 Under the direction of the Community Development Director, administered the City's current and advanced planning activities, assisted in the development of a new General Plan. Responsible for reviewing and processing Subdivision Review, Zoning Review, Environmental Review; and Design Review functions. Responsible for the administration of the CDBG Program funded through the Urban County Program, Z MDG ASSOCIATES, INC, ma 25J-34 EXHIBIT 1 Rudy E. Munoz Pg. 2 City of Montclair - Montclair, CA Associate Planner (started as Assist. Planner): 1985 - 1986 Assisted in the daily planning functions including, California Environmental Quality Act (CEQA) review, Design Review, Subdivisions, Annexations, Development proposals. Responsible for reviewing and processing Zone Changes, Variances, Conditional Use Permits, and other entitlements. Booth -Good Architects: Walnut, CA Project Assistant 1982.1985 Under the direction of the Project Architect, assisted in the design development, and preparation of construction drawings for a variety of building types .including single family "residential, multi -family residential and commercial developments. EDUCATION: Bachelor of Architecture (5 -Year Degree) California State Polytechnic University,. Pomona AFFILIATIONS/ REGISTRATIONS: ICBO . international Conference of Building Officials NAHRO- National Association of.HousiDg and Redevelopment Officials AIA - Prior. .Associate member of the American.insbtute..of Architects Licensed State General Contractor - Californla License No.681042 1CBO - Earthquake Retrofit of Wood Frame.Homes Certification Certified HOME Program Regulation's, HUD (Technical Assistance Provider) ■ MDC ASSOCIATES, INC, 12 25J-35 EXHIBIT 1 Esther Luis Senior Associate PROFESSIONAL EXPERIENCE: MDG/LDM Associates, Inc. - Senior Associate Responsible for the administration and implementation of CDBG Programs and activities funded with CDBG, HOME and CRA fund Including but not limited to housing and tommerclal rehabilitation programs, Assist in the preparation of Five -Year Consolidated Plans, Analysis of Impediments to Fair Housing Choice (Al), Annual Action Plans and Consolidated Annual Performance and Evaluation Reports in connection with U.S. Department of Housing and Urban Development (HUD) programs. Serves as the lead consultant •with assigned clients and is responsible to coordinate the work of assigned consultants to ensure work flow efficiency and quality. Provide technical assistance to Cities to enhance their capacity in the administration of federal and state grant programs Community Development Commission County of Los Angeles - Development specialist 1 ReSporiisible 'for monitoring Qtles, Community .Based Organizations (CBO'3) and County Departments to ensure compliance with Community Development Block Grant (CDBG) regulations provided technical assistance to CDBG grant recipients in identifying appropriate systems that can be implemented. to .meet CDBG requirements, reviewed and responded. to eligibility inquires for proposed CDBG projects; provided CDBG compliance training to grant recipients; reviewed construction projects for compliance with Davis -Bacon requirements,, and prepared recommendations for corrective actions. Community Development Commission County of Los Angeles - Program specialist Reviewed applications for subsidized housing. from- Comrrunity. Based: Organizations (CEO's) serving the homeless and low-income persons with HIV or AID's; negotiated lease contracts with private owners, vedfled tenant eligibility using files and computer-based records; resolved disputes between owners, tenants and the Housing Authority; counseled tenants with regard to housing and economic concerns; maintained files and records; and provided program Information to the public. EDUCATION: Bachelor of Arts - Sociology/Business Administration University of California, Los Angeles (UCLA) TECHNICAL SKILLS: Computer Skills: Microsoft Office (Word, Excel, PowerPoint, Outlook) and Window Operating Systems. Bilingual/Biditerate - Fluent in Spanish AFFILIATIONS/REGISTRATIONS: Notary Public for the State of California ■ MDG ASSOCIATES, INC. u 25J-36 EXHIBIT 1 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: APPROVE AGREEMENT WITH GARDEN GROVE TO EXPLORE THE REDEVELOPMENT OF WILLOWICK GOLF COURSE LOCATED AT 3017 W. 5T" STREET {STRATEGIC PLAN NO. 3,5A) S tr �ImANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 20d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an agreement with the City of Garden Grove to explore the redevelopment of the Willowick Golf Course site located at 3017 W. 5t' Street for the period of April 1, 2018 through March 31, 2023, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION Willowick Golf Course is a 101.5 -acre property located at 3017 W. 5t' Street, owned by the City of Garden Grove, within the jurisdictional boundaries of the City of Santa Ana. On September 19, 2017, the City entered into a Memorandum of Understanding (MOU) with the City of Garden Grove to engage in discussions relating to the potential redevelopment of the Willowick Golf Course. The MOU acknowledged that both cities had mutual interest in examining options for potential development of the Willowick Golf Course site and scheduled a joint City Council meeting that took place on December 4, 2017 at the City of Santa Ana. At the joint City Council meeting, direction was given to work with Garden Grove staff to develop options for potential redevelopment of the Willowick site. Options were to carefully consider impacts of redevelopment on surrounding neighborhoods, evaluate "Lessons Learned" from similar reuse projects, identify community needs and develop a project vision based on the identified needs. To proceed with next steps, an agreement between the City of Santa Ana and Garden Grove is presented for City Council consideration (Exhibit 1). The agreement authorizes the City Manager to enter into two (2) professional services agreements. Under the first professional services 25K-1 Agreement with Garden Grove - Willowick April 3, 2018 Page 2 agreement an economic advisory consultant would be retained to advise on potential land use options and provide third party assessment of development proposals. Under the second professional services agreement, a facilitator would be hired to conduct extensive community outreach to identify community needs that will guide development of a vision for reuse of the site. Each city would commit up to and no more than $25,000 for each of the professional services agreements. The City's maximum contribution for both agreements is $50,000; however, reimbursement of the City's contribution will be included as a term of an Agreement with a Master Developer further described below. The agreement also specifies that the City of Garden Grove may serve as the party to retain the two professional service consultants. If this option is exercised, Santa Ana will reimburse Garden Grove up to the $50,000 maximum. Concurrent with the hiring of the two consultants, both Cities will jointly develop a solicitation for a Master Developer. The solicitation is intended to enable the cities to select a Master Developer to begin working to undertake land use planning of the site based on the vision that will be developed through the community outreach process. This agreement also establishes a Willowick Ad Hoc Steering Committee on which three (3) members of each City Council will be requested to serve. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #3 - Economic Development, Objective #5 (Leverage private investment that results in tax base expansion and job creation citywide), Strategy A (Identify and market underutilized properties for new development that will create new jobs and expand the City's tax base). FISCAL IMPACT Funds in the amount of $50,000 are available in the Community Development Agency's Enterprise Zone, Contract Services -Professional account (no. 02518820-62300) for possible expenditure in FY 2017-18. Any unexpended amount will be budgeted for expenditure in FY 2018-19. APPROVED AS TO FUNDS AND ACCOUNTS: Obert M. Zur c i Francisco Gutierrez W Interim Executiv irector Executive Director Community Development Agency Finance and Management Services Agency Exhibit: 1. Agreement with City of Garden Grove 25K-2 Exhibit 1 AGREEMENT BETWEEN CITY OF SANTA ANA AND CITY OF GARDEN GROVE TO EXPLORE THE REDEVELOPMENT OF THE WILLOWICK GOLF COURSE WHEREAS, the City of Garden Grove (Garden Grove) owns the Willowick Golf Course property ("Property"), which is comprised of approximately 101.5 acres located at 3017 W 5th Street, within the jurisdictional boundaries of the City of Santa Ana (Santa Ana), together, Garden Grove and Santa Ana are referred to herein as "the Parties;" and WHEREAS, in September 2017 the Parties entered into a Memorandum of Understanding wherein the Parties agreed to jointly explore the potential for redevelopment of the Property; WHEREAS, the Parties wish to enter into this Agreement to take the first steps in the joint exploration of the potential redevelopment of the Property. NOW, THEREFORE, it is agreed, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California and the City of Garden Grove, a municipal corporation duly organized and existing under the Constitution and laws of the State of California as follows: 1. Term. The term of this Agreement commences on April 1, 2018 and remains in effect for five years through March 31, 2023, -unless sooner terminated by 30 days' notice of one Party to the other. Any work completed by any consultant hired by the Parties will be shared by the Parties through the date of termination. Except as provided in Section 3 below, the hiring of any consultant or contractor pursuant to this Agreement will require the prior approval of both Parties. 2. Willowick Ad Hoe Steering Committee. Each of the Parties' City Council will appoint three officials from each Party to serve on an ad hoc steering committee to oversee the implementation of this Agreement and to from time to time provide reports to each City Council on the implementation activities outlined in this Agreement. Hiring of Consultants. The Parties will jointly procure and hire an Economic Advisory consultant and a Community Facilitation consultant as follows: (a) Economic Advisory Consultant. The Economic Advisory consultant would advise the Parties on the development possibilities for the Property and provide third party market validation of development proposals once developed. Each Party's City Manager is authorized to enter into a professional services agreement and to commit no more than $25,000 each, for a total of $50,000 shared equally between the Parties, towards the work of the Economic Advisory consultant. (b) The Community Facilitator would conduct a to -be -determined scope of community outreach that would identify a list of community needs and objectives that a reuse plan should address. The scope would include development of a 1301365.1 25K-3 "vision" for reuse of the site based on the results of the community outreach. Outreach techniques would be selected based on the best fit for the community, These could include conventional community meetings, but other outreach methods, such as use of online survey tools and focus groups, will also be considered. Special efforts will be undertaken to solicit input from non-English speaking community members. Planning Commissioners and elected officials of both cities would receive a presentation on the outcome of the outreach effort and vision developed for the Property. The vision would inform development of land use planning alternatives. Each Party's City Manager is authorized to enter into a professional services agreement and to commit no more than $25,000 each, for a total of $50,000 shared equally between the Parties, towards the work of the Community Facilitator consultant. (c) To facilitate the process of hiring the consultants, the Parties will collaborate in the selection of the consultants. Implementation of the professional services agreements may require Garden Grove to serve as the primary Party to engage the consultants, in which case Santa Ana agrees to reimburse Garden Grove for its share of the costs subject to the amounts described in Sections 3(a) and 3(b). 4. Master Developer Solicitation. Concurrent with the hiring of the Economic Advisory Consultant and the Community Facilitator, the Parties will prepare a solicitation (RFQ or RFP) for a Master Developer, which may include the selection of a neutral Third Party Facilitator to assist with the solicitation process of a Master Developer. The solicitation is intended to enable the Parties to select a Master Developer to begin working with the Parties to undertake land use planning of the Property based on the vision developed through the community outreach process. 1301365.1 Mutual Indemnification. Each Party to this Agreement is responsible for its own acts or omissions. Each Party represents that it is self-insured, participates in a joint powers agreement with other governmental entities, or maintains policies of insurance against public liability, property damage, automobile liability and worker's compensation as it may be prudent or as required by law. (a) Pursuant to California Government Code Section 895.4, Santa Ana agrees to indemnify, defend with counsel approved in writing and hold harmless Garden Grove, its elected officials, board members, officers, agents, employees and authorized volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including, without limitation, court costs, reasonable attorneys' fees, and expert witness fees, arising out of, in connection with or in any way related to the negligence and willful misconduct of Santa Ana relating to this Agreement. (b) Pursuant to California Government Code Section 895.4, Garden Grove agrees to indemnify, defend with counsel approved in writing and hold harmless Santa Ana, its elected officials, council members, officers, agents, employees and authorized volunteers from and against any and all claims, damages, demands, liability, 25K-4 costs, losses and expenses, including, without limitation, court costs, reasonable attorneys' fees, and expert witness fees, arising out of, in connection with or in any way related to the negligence and willful misconduct of Garden Grove relating to this Agreement. (c) The provisions of this Section will survive the termination or expiration of this Agreement. 6. Third Party Beneficiaries. Nothing in this Agreement will or can be construed to confer any rights upon any party not signatory to this Agreement. [SIGNATURE PAGE FOLLOWS] 3 1301365.1 25K-5 IN WITNESS THEREOF, THIS AGREEMENT has been executed by the Parties by their respective authorized representatives. RECOMMENDED FOR APPROVAL By: Robert C. Cortez Deputy City Manager City Manager's Office CITY OF SANTA ANA CITY OF GARDEN GROVE By: By: Miguel A. Pulido Date Steven R. Jones Date Mayor Mayor Attest: By: By: Raul Godinez II City Manager Teresa Pomeroy Date City Clerk APPROVED AS TO FORM: Sonia R. Carvalho APPROVED AS TO FORM City Atto i By: By: Omar Sandoval Ryan O o g City Attorney Attest: By: Maria D. Huizar Date City Clerk 4 1301365.1 25K-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 CLERK OF COUNCIL USE ONLY: TITLE_ _ _ APPROVED RELINQUISHMENT OF EMERGENCY ❑ As Recommended ACCESS EASEMENT El El OOrrdinance on Reading ElE]2 (301 EAST JEANETTE LANE I Ordinance on 2d Reading {STRATEGIC PLAN NO. 3,2) ❑ Implementing Resolution ❑ Set Public Hearing For_ mvkv;�� CITYWANA RECOMMENDED ACTION CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a quitclaim deed to relocate an emergency access easement at 301 East Jeanette Lane to PR/Wood Santa Ana Apartments, LLC, a Delaware limited liability company. DISCUSSION In 2013, the project currently known as The 301 received entitlements for a multi -family residential development at 301 East Jeanette Lane located within City Place. The site circulation includes a 22 -foot -wide emergency access easement in replacement of an existing 20 -foot -wide emergency access easement (Exhibit 1). The new easement has been granted to the City by the applicant, PR/Wood Santa Ana Apartments, LLC. It is recommended that the 20 -foot -wide easement be quitclaimed to the applicant (Exhibit 2). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal irpeact associated with this action Edwin "William" Galvez, 4P. E. Acting Executive Director Public Works Agency Exhibits: 1. Map 2. Quitclaim Deed 30A-1 30A-2 PROPOSED 22' WIDE EASEMED EXISTING 20'I WIDE EASEMENT THE 301 AO, CITY 301 JEANETTE LANE 1 JEANETTE LANE a 3 (PRIVATE STREET) Z O N 3 a J CITY OF ORANGE CITY OF SANTA ANA PLACE 1 i I MEMORY LANE EXHIBIT 1 SANTA ANA City Council I Tim' RELOCATION OF EMERGENCY PWA "+jmido O01e� ACCESS EASEMENT V Apri103, zois 301 EAST JEANETTE LANE �� 30A-4 When recorded, please mail this Instrument to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by The City of Santa Ana per Government Code Section 6103. EXHIBIT SPACE ABOVE THIS LINE FOR RECORDER'S USE Cancel Approvetl AS TO Appmvetl By Description DescnIal A.P. Nurturer RNV Map Number Project Taxes Form BY Airy. DlfeCtOf written BY Checketl O.K. Number 1041-215-03- NE 231 QUITCLAIM DEED (EASEMENT) FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF SANTA ANA, a Charter City and Municipal Corporation of the State of California Does Hereby Remise, Release, and Forever Quitclaim to: PRNVood Santa Ana Apartments, LLC, a Delaware limited liability company ALL RIGHTS, TITLE AND INTEREST in and to the real property in the City of Santa Ana, County of Orange, State of California, described in Exhibit "A" attached hereto and by this reference made a part hereof, and as shown on Exhibit "B", attached hereto for reference. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. For: The City of Santa Ana Dated: STATE OF CALIFORNIA COUNTY OF On before me, personally appeared who proved to me an the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or entity upon which the person(s) acted, executed the instrument. By: Raul Godinez, II City Manager, City of Santa Ana By: Maria D. Huizar Clerk of the Council I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 30A-5 (This area for official notarial seal) -Deed,-No:8645," PS OMAS 1 EX1 lrr `A' 2 LEGAL DESCRIPTION 3 4 Quitclaim of Emereencv Vehicle Access Easement 5 6 All that portion of the Emergency Vehicle Access Easement in Lot 1 of Tract No. 16565, 7 in the City of Santa Ana, County of Orange, State of California, as shown and dedicated 8 on the map filed in book 872, pages 32 through 38, inclusive, of Miscellaneous Maps, in 9 the office of the County Recorder of said County. 10 11 12 This legal description was prepared by me or under my direction. 13 q 14 15 Peter J. Fitzpatrick, P6 6777 Date 16 17 18 tvy�i G�4 p PETER J. 19 a FITZPATRICK 20 4 21 s No. 6777 22 T9T� Ofi CAL��\ 23 24 25 26 27 28 29 30 Page I of 1 "M:12I.E00201001SURVEY1l.L0ALS\QUITCLAIM EMERGENCY ACCESS FSM71Euht-A QUITCLAIM-Emergency-Access- Esmtdoex" 919/1017 30A-6- M EXHIBIT 'B" 84 YL% DESCRIPTION: LOT 1 OF TRACT NO. 16565. M.M. 872 / 32-38 193Wa Ma IEXHIBIT FOR A QUITCLAIM OF AN EMERGENCY VEHICLE ACCESS EASEMENT CITY OF SANTA ANA. COUNTY OF ORANGE. STATE OF CALIFORNIA PSOMAS 3 Hutton Centre Di1va. Wta 200 Santa #a CWwrJo 92707 CM) 751-7373—.pmnassmn SHEET 1 OF t SCALE 1' a 80' N DRAFTED: JNW r CHECKED: BWK/PJF E DATE: 09/18/17 •vr eosmn POB NO.: 2LEGO20100 0 F �Q a� c a ;�;v E tell tell K t; Ig _ � i I $ B x@xkp of - "Yye 1 all 3y 84 YL% DESCRIPTION: LOT 1 OF TRACT NO. 16565. M.M. 872 / 32-38 193Wa Ma IEXHIBIT FOR A QUITCLAIM OF AN EMERGENCY VEHICLE ACCESS EASEMENT CITY OF SANTA ANA. COUNTY OF ORANGE. STATE OF CALIFORNIA PSOMAS 3 Hutton Centre Di1va. Wta 200 Santa #a CWwrJo 92707 CM) 751-7373—.pmnassmn SHEET 1 OF t SCALE 1' a 80' N DRAFTED: JNW CHECKED: BWK/PJF E DATE: 09/18/17 z° POB NO.: 2LEGO20100 0 30A-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: ORDINANCE AMENDING SANTA ANA MUNICIPAL CODE SECTION 10-152 RELATED TO POLICE CANINES TO EXPAND THE DEFINITION TO "POLICE ANIMALS" (STRATEGIC PLAN GOAL 1, 5). 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 Approve first reading of an ordinance amending Article I of Chapter 10, Section 152 of the Santa Ana Municipal Code regarding Crimes and Miscellaneous Law Enforcement Provisions, amending the protections for Police Canines to include all Police Animals, including horses. On April 5, 1982 City Council approved Ordinance No. NS -1625 adding Section 10-152 to Chapter 10 of the Santa Ana Municipal Code. The original version was developed for the purpose of regulating willful or malicious acts against police canines in the performance of any duty with the Santa Ana Police Department ("SAPD"). Currently the City's Police Department utilizes six (6) police K -9's and (1) bloodhound. Each day there are (2) K-9 units deployed citywide to assist SAPD and other agencies. In addition to police canines who serve the City, the SAPD will celebrate the 30'" year anniversary of the Mounted Unit in 2018. The Mounted Unit is comprised of a herd of 8 to 10 horses with access to another 30 horses from the Orange County Regional team to assist with special events, protests, and crowd control. The Mounted Unit patrols Santa Ana parks, shopping areas, and the Downtown District. The horses are ambassadors to both Santa Ana residents and visitors. Specifically, the unit provides active enforcement assisting with quality of life issues, preventing physical altercations and criminal activity, and dealing with large crowds, which is their strongest asset. The horses are able to go where police vehicles cannot drive and the majestic demeanor allows crowds to be dispersed quickly. 50A-1 Police Animals Ordinance April 3, 2018 Page 2 The Mounted Unit consistently receives positive feedback from the community and is an added resource to the Department's community policing program. In 2017, the Mounted Unit was deployed on 169 assignments. Each shift worked by the horse teams lasts up to eight (8) hours or more with two (2) horses deployed for each shift that equates to approximately 2700 hours of active service for Santa Ana. During their service to the City, police personnel have witnessed a wide range of acts against police service horses including the following: bottles thrown at the horses, individuals purposely kicking the horse's legs, taunting, screaming, striking the horse on its hind quarters, and other actions with the intent to spook the horses. While these events are not a daily occurrence, a frightened or hurt animal can cause injury to itself, the mounted officer, and place the public in harm's way due to the malicious actions of others. The City has evaluated the needs and concerns as it relates to the Mounted Enforcement Unit, and in particular, unlawful actions taken against the horses. In doing so, the City has determined the municipal code currently only addresses unlawful actions against. the City's police canines. The City has determined the current code section requires revision to enforce willful, malicious or harmful actions against the police horses that proudly service this community. Specific amendments made in this revision include: Article 1. In General, Sec, 10-152 — Unlawful Acts Toward Police Animals (a) No Person shall willfully or maliciously tease, harass, agitate, provoke, beat, strike, kick, disable, injure, kill, administer or disperse any desensitizing drug, chemical or substance, or in any way interfere or meddle with, any police animal. (b) As used in this section, "police animal" means any dog, horse or any other animal utilized by the police department or any officer or employee thereof, in the performance of any function or duty of said department, officer or employee. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety; Objective #5 (provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana). FISCAL IMPACT There is no fiscal impact associated with this action. Ch�leof Police Santa Ana Police Department 50A-2 TB 4.3.2018 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTION 10-152 TO THE SANTA ANA MUNICIPAL CODE RELATED TO POLICE CANINES TO EXPAND THE DEFINITION OF THE CODE TO POLICE ANIMALS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. On April 5,1982, the City Council approved Ordinance No. NS -1625 adding Section 10-152 to Chapter 10 of the Santa Ana Municipal Code for the purpose of regulating willful or malicious acts against police canines in the performance of any duty or function with the Santa Ana Police Department. B. The City's Police Department currently utilizes six (6) police K -9's and one (1) bloodhound. Each day, there are two (2) K-9 units deployed citywide to assist the Police Department and outside agencies, upon request. C. In addition to the police canines serving the City, the City's Police Department will celebrate the 30"' year anniversary of its Mounted Enforcement Unit in 2018. The Mounted Enforcement Unit is comprised of a stable of 8-10 horses with access to another 30 horses from the Orange County Regional team to assist with special events, protests and crowd control. The Unit patrols Santa Ana parks, shopping areas, and the Downtown District. The horse teams provide active enforcement assisting with quality of life issues; preventing physical altercations and criminal activity, and dealing with crowd control as their strongest asset. The horses are able to go where officers cannot drive and their calm majestic demeanor allows crowds to be dispersed quickly. D. In 2017, the Unit was deployed on 169 assignments. Each shift lasts up to eight (8) hours with two (2) horses for each deployment that equate to approximately 2700 hours of active service. E. In their service to the City, police personnel have witnessed acts against police service horses including the following: bottles thrown at them; individuals purposely kicking their legs; taunting, screaming, striking the horse on its hind quarters or similar actions in an attempt to spook the horse; extinguishing a burning cigarette on the horse; and punching a police horse in the face causing the horse to try and escape only to slip and fall onto the sidewalk. While these events are not a daily occurrence, a frightened or hurt Ordinance No. NS-XXXX Page 1 of 3 y 1 J animal can cause injury to itself, the mounted officer, and place the public in harm's way due to these willful and malicious actions. F. The horses are a favorite amongst local business owners and act as ambassadors to both Santa Ana residents and visitors. The Mounted Enforcement Unit has received positive reaction from the community and is credited with creative policing within the City. Santa Ana police horses provide a way for residents and visitors to approach officers for various needs, when they perhaps would not ordinarily make the effort to do so. G. The City has evaluated the needs and concerns as it relates to the City's Mounted Enforcement Unit and in particular unlawful actions taken against the horses. In doing so, the City has determined the municipal code currently only addresses unlawful actions against the City's police canines. The City has determined the current code section requires revision to enforce willful, malicious or harmful actions against the police horses that serve this community. Section 2. Section 10-152 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: ARTICLE I. IN GENERAL Sec. 10-152. — P-elise GaRiRes Unlawful Acts Toward Police Animals (a) No person shall willfully or maliciously tease, harass, agitate, provoke, beat strike, kick, disable, injure, kill, administer or disperse any desensitizing drug, chemical or substance, or aawarraaiably in any way interfere or meddle with, any police eanine animal. (b) As used in this section, "police ranine animal" means any dog, horse or any other animal utilized by the police department or any officer or employee thereof, in the performance of any function or duty of said department, officer or employee. Section 3. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Ordinance No. NS-XXXX Page 2 of 3 ADOPTED this _day of April, 2018. Miguel A. Pulido Mayor APPROVEDAS TO FORM: S nia Carvalh ,City Attorney B!IPTaifiara Bogosian Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: ABSENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Maria D. Huizar Clerk of the Council City of Santa Ana Ordinance No. NS -x)= Page 3 of 3 41A REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: AUTHORIZE FINANCING TO COMPLETE ACQUISITION OF STREETLIGHTS FROM SOUTHERN CALIFORNIA EDISON, APPROVE UPGRADING THE ACQUIRED STREETLIGHTS, AND APPROVE MASTER PLANNING OF THE STREETLIGHTS TO PROVIDE FIBER AND WIRELESS NETWORKING OPTIONS TO THE CITY {STRATEGIC PLAN NO. 1, 2} RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the City Manager to enter into an eleven -year agreement with Holman Capital Corporation (Holman), for the period of April 6, 2018 through July 3, 2029, for an amount not to exceed $8,608,052.64 for the purpose of financing the Streetlight Acquisition and Upgrade Project; contract contingency; Debt Service Reserve; Master Plan for Fiber Optic and Wireless Networking; installation of metering and control equipment; and execute any assurances and/or documents required for said agreement. 2. Authorize the City Manager and the Clerk of the Council to execute an agreement with Siemens Industry, Inc., to purchase and install Light Emitting Diode fixtures for citywide streetlight upgrades for a one-year period beginning April 3, 2018, and expiring April 2, 2019, with provisions for a one-year extension exercisable by the City Manager and City Attorney, in an amount not to exceed $2,162,800, including a $2,059,360 project fee and a contingency of $103,440, for the term of the agreement, including any renewal period, subject to nonsubstantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager and Clerk of the Council to execute an agreement with Magellan Advisors, subject to nonsubstantive changes, to provide citywide fiber-optic and wireless broadband network consulting services for a three-year period beginning April 3, 2018, and expiring April 2, 2021, with two one-year extensions exercisable by the City Manager and the City Attorney, in an amount not to exceed $225,000, including a $199,880 project fee and a contingency of $25,120, for the term of the agreement, for the term of the agreement including any extensions. 55A-1 Resolution Related to Streetlight Acquisition and Upgrades Project April 3, 2018 Page 2 DISCUSSION The Santa Ana Public Works Agency (PWA) has worked diligently with Southern California Edison (SCE) for over two fiscal years to arrive at a successful arrangement which would allow the City to purchase SCE owned streetlights for the purpose of retrofitting them with Light Emitting Diode (LED) lights, and leverage the resulting energy savings to finance their acquisition, pay for streetlight upgrades, and improve lighting and related services to the community. As a result of those efforts, on April 4, 2017, City Council approved a Purchase and Sale agreement with SCE to acquire approximately 7,800 streetlights in Santa Ana contingent on the approval of the California Public Utilities Commission (CPUC) and the development and funding of a financing plan. The CPUC approved the Purchase and Sale agreement in November 2017 and only the finance plan remains to be approved. Adoption of the attached resolution (Exhibit 1) will authorize the necessary financing to complete the project based on the approved Purchase and Sale Agreement (Exhibit 2) for the streetlights. Staff recommends financing based on leveraging the savings from the use of energy efficient LED lamps that the City will purchase and install on the newly acquired streetlights. Approval to secure a loan followed by the use of loan proceeds to acquire the streetlights, and to purchase and install energy efficient LED lamps, must be considered concurrently. The streetlight upgrades are necessary so that the substantial energy savings of approximately $900,000 per year are available to cover the debt service costs. BACKGROUND SCE currently owns approximately 11,300 streetlights with High Pressure Sodium (HPS) light fixtures throughout the City of Santa Ana, of which approximately 7,800 have been made available for purchase. The City presently owns 3,500 streetlights throughout the City, which have been upgraded with energy efficient LED fixtures. Opportunity to purchase SCE's streetlights provides the City the capacity to meter and upgrade the streetlights from HPS light fixtures to energy efficient LED fixtures and leverage the substantial annual cost savings to finance the streetlight purchase, upgrade the streetlights, install streetlights in under lit areas, and evaluate the City for a Fiber -optic's and Wireless Network. Recommended Action 1 — Finance Plan As defined, the Streetlight project to acquire and upgrade the streetlights consists of the following items: 55A-2 Resolution Related to Streetlight Acquisition and Upgrades Project April 3, 2018 Page 3 Item Streetlights Acquisition LED Purchase and Installation Contingencies (5%) Vendor Amount SCE $3,995,392 Siemens $2,050,000 Illuminate Underlit Areas $302,270 Subtotal $6,347,662 The following related improvements are included in the financing project (per PWA's recommendation). Item Vendor Amount Fiber -optics & Wireless Master Plan Magellan $300,000 (Leverage asset revenue potential) Illuminate Underlit Areas $100,000 (Approximately 25 poles) Install Metering & Controllers $200,000 (One-time allowance) Reserve Contingency $100,000 Documentation Fee $5,000 Subtotal $705,000 Grand Total Cost $7,052,662 The above -referenced costs were included in the financing of the project as determined by PWA. Specifically, per PWA's recommendation, the upgrade of the future City -owned streetlights would be a great opportunity to leverage the savings expected to occur as a result of the City streetlights utilizing LED lighting. PWA commissioned a study to determine the value and/or potential energy savings as a result of making the switch from non -LED to LED lighting. The Study, prepared by Tanko Lighting (Exhibit 3) and also reviewed by Alliance Building Solutions (Exhibit 4), determined the City's projected annual savings to be $968,822. Thus, when calculating the City's capacity to finance the project it was determined the City could finance up to $968,822 (projected savings from the LED conversion) for the Streetlight Project. Below is a further description of the projects funding by this arrangement: Master Plan for Fiber -optics & Wireless Networking — Per PWA, an agreement with Magellan Advisors will be entered into (approximately $225,000-$300,000) to explore the feasibility of the development of a Fiber-optic Plan and Wireless Networking for the City. Install Lights in Under -lit Areas — Per PWA, installation of lights will allow for increased lighting for City under -lit areas. The project includes $100,000 for this project. 55A-3 Resolution Related to Streetlight Acquisition and Upgrades Project April 3, 2018 Page 4 Reserve Contingency — The Finance and Management Services Agency has recommended $100,000 to remain with the fiscal agent as a contingency for future debt service obligations. Documentation Fee — Financing costs related to the proposed financing agreement, payable to HCC at the close of escrow. Financing of Project Proposals related to the costs were requested from five financial firms, via a Request for Qualifications (RFQ) dated March 1, 2018. The RFQ requested firms to provide the following: 1. Interest rate on project 2. Amortization Schedule (Total Payments = Principal + Interest) 3. Beginning and ending date of financing 4. Deferral of payment 5. Costs associated with entering into the loan The financial institutions from which a proposal was received are as follows: Holman Capital Corporation (Holman); GE Capital; First Security Finance; Urban Futures; Siemans Public; and TCF Equipment Finance. After review of the proposals Holman was selected because Holman provided the lowest interest rate, total payments (principal and interest) to be financed over eleven (11) years along and the lowest costs associated with financing ($5,000). Holman specializes in originating, underwriting, documenting and funding tax-exempt and taxable debt solutions issued by the state & local governments, universities, and health systems. They specialize in funding essential purpose equipment, real property, infrastructure, and technology needs. Holman manages the process from inception to close to provide public agencies with ideas and capital to fund their acquisitions quickly and efficiently. Holman partners with local community banks to create jobs, enhance economic stability and develop financial solutions for municipalities. As part of its due diligence, Holman solicits local community banks (based in the State of California) to determine the best possible financing solution for the City. Holman discusses the proposed project with various financial institutions allowing Holman to obtain the most favorable terms, specifically interest rate, borrowing term and flexibility in meeting the City s payment schedule. As a result of the due diligence effort from Holman, the City was presented with the financing plan denoted in Exhibit 5. Below is a break-out of the proposed financing plan offered by Holman. Please note the first debt service payment is due on July 3, 2019 and thus no payment will be made during fiscal year 2018-19. The debt service payment is deferred upon the recommendation of PWA to ensure the retrofit project is completed and SCE accurately reflects the reduced electricity charges (e.g. 55A-4 Resolution Related to Streetlight Acquisition and Upgrades Project April 3, 2018 Page 5 change to LED pricing) to ensure the savings determined by the Tanko Lighting Study are realized. TABLE A — Breakout of Project Costs Fiscal Year Principal Interest I Total P&I Streetlight Retrofit* 7,052,662 1,555,390.64 8,608,052.04 * Based on ten payments payable over 11 years. Includes $5,000 documentation fee. Currently, the City pays for its streetlight electricity usage within the following General Fund accounting unit. Street Light Maintenance 01117630-62000 Contractual Services On a budgetary basis, deferral of the initial debt service payment will allow for a one-year reduction of the above -referenced accounting unit totaling approximately $350,000 (2-3 months of electricity usage). Please note as part of the financing arrangement, the City will defer payments until July 2019. If the proposed financing plan is approved, the debt service amount, $782,550.24, would be re - appropriated as debt service and the amount remaining to pay utilities will be $1,521,494.76. Please note any additional savings generated as a result of the upgrades (net of debt service) may be utilized to offset any potential/projected budget shortfalls. Additional, any unused monies will go to offsetting future debt service obligations. Recommended Action 2 — Upgrade Streetlights by Approving a Contract with Siemens On August 2, 2017, PWA released a Request for Proposals (RFP) on the City's website and notified qualified consulting firms to provide citywide streetlight upgrade to convert fixtures from HPS to LED. Four proposals were received and evaluated by a review committee from the Public Works Agency. Each firm was rated according to its organization, credentials, resumes, references, and fees to provide the required services. The list of the firms and their respective scores are listed below: FIRM SCORE Siemens 95 Tanko Lighting Northwest Edison r1• Sierra Pacific Electrical Contracting 70 55A-5 Resolution Related to Streetlight Acquisition and Upgrades Project April 3, 2018 Page 6 The cost proposal from Siemens was negotiated to ensure the City would receive the highest quality and value. Staff recommends that Siemens be awarded an agreement to evaluate various brands and models of LED fixtures and thereafter purchase and install the LED fixtures for Citywide streetlight upgrades in an amount not to exceed $2,162,800 (Exhibit 6), comprised of a base fee of $9,360 plus a 10% contingency of $940 for evaluation of the LED fixtures and a base fee of $2,050,000 base fee plus a 5% contingency of $102,500 for the purchase and installation of the LED fixtures. Recommended Action 3 — Award the Fiber-optic & Wireless Network Services Master Plan Contract to Magellan Advisors On September 15, 2017, when the streetlight acquisition became imminent, a Request for Proposals (RFP No. 17-111) for Citywide Fiber-optic Broadband Network Consulting Services was issued, with proposals due October 26, 2017. A five -member committee comprised of Public Works Agency and Information Technology Services staff examined the three proposals received, rating them based on experience, qualifications, project understanding, fees, and the overall proposal. After evaluating the proposals on experience, qualifications, project understanding, and the overall proposal itself, the fee schedules were opened and reviewed. The table below summarizes the proposal evaluation ratings: Rank Firm Score 1 Magellan Advisors 90.5 2 Vantage Point 79.0 3 SIFT Networks Not Acceptable The proposal by Magellan Advisors met all the evaluation criteria and required services listed in the request for proposals. Because of their ranking, qualifications, project experience and scope of work understanding, the proposal by Magellan Advisors was found to provide the best value for the requested services. Staff therefore recommends the contract be awarded to Magellan Advisors in an amount not to exceed $225,000 to perform the services detailed the agreement's scope of work (Exhibit 7). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1, Community Safety; Objective #2 (Broaden communications, information sharing and community awareness of public safety activities). These action also support 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) and Strategy I (Assessment and development of a citywide Information Technology Master Plan to y Resolution Related to Streetlight Acquisition and Upgrades Project April 3, 2018 Page 7 include elements such as Wi-Fi in City facilities including recreational/senior centers, PC/server/equipment replacement plan, information security, disaster recovery plan, etc.). ENVIRONMENTAL IMPACT There is no negative environmental impact. Staff anticipates that the operation and ownership of the streetlights by the City will result the following environmental benefits: • Energy efficiency from using LED fixtures • Providing faster street lighting service calls • Improving lighting levels and safety Providing greater street lighting system reliability Reduction of the City's overall carbon footprint FISCAL IMPACT Funding for this agreement and specifically the annual debt service obligation in the amount of $782,550.24 is available from utilities cost savings resulting from the retrofit of the City-wide streetlights to LED lighting. As a result, the existing appropriation for Public Works Agency — Utilities (01117630-62000) in the amount of $2,304,045 will be reduced by the debt service amount noted above. The appropriation for Public Works Agency — Utilities (01117630-62000) after reduction of debt service will be $1,521,494 beginning in FY 2019-20. The total financing agreement amount is $8,608,052.64. Funds for the balance of the lease beginning in fiscal -year 2019-20 thru fiscal year 2029-30, in the amount of $782,550.24 (debt service -annual payment) will be budgeted on an annual basis (FY 2019-20 through FY 2029-30) in the Public Works- Street Light Maintenance Debt Service account (no. 01117630-67004). Siemens Agreement (Lighting and Retrofit Project) Funds in the amount of $2,050,000 have been identified in the Holman Capital Financing Agreement towards this project along with a contingency of five (5) percent. Any additional costs that exceed both the contract and contingency amount noted above specifically costs for evaluation of the various LED fixtures and models is not to exceed $10,300, including a $9,360 project fee and a 10% contingency of $940. Funds in the amount of $10,300 are budgeted and available for expenditure in the Streetlight Maintenance Fund (Account No. 01117630-62000). Magellan Advisors (Fiber Optic Project) Funding for this agreement in the amount of $300,000 has been identified in the Holman Capital Financing Agreement. Unused funds allocated for this project will towards reducing the City's future debt service obligation. 55A-7 Resolution Related to Streetlight Acquisition and Upgrades Project April 3, 2018 Page 8 -- — --- — — APPROVED AS TO FUNDS & ACCOUNTS: Edwin "William" Galvez, P.E. Acting Executive Director Public Works Agency tV( Jack iulla Chi Technology Innovations Officer Information Technology Exhibits: 1. Resolution 4axSia �� �-ao�1 Francisco Gutierrez UP, Executive Director Finance & Management Services Agency 2. Southern California Edison Purchase and Sale Agreement — April 2017 3. Tanko Lighting Feasibility Study 4. Alliance Building Solutions Feasibility Report 5. Holman Capital Agreement 6. Siemens Industry, Inc. Agreement 7. Magellan Agreement y • Exhibit 1 — Resolution See Exhibit 5, Tab 12 55A-9 55A-10 Exhibit 2 — Southern California Edison Purchase and Sale Agreement — April 2017 See Exhibit 5, Tab 16 55A-11 55A-12 K3 Santa Ana, CA Streetlight Purchase Feasibility Study Project Background The City of Santa Ana contracted with Tanko Lighting to complete a full audit of the City's streetlight system and to reconcile what was found in the field with the data provided by the utility, Southern California Edison (SCE). Tanko Lighting then analyzed the data, based on SCE's parameters, to determine which poles should be available to the City for purchase. SCE's parameters, as Tanko Lighting understands them, are that the pole must be a standalone/non-utility pole. This report explains discrepancies between Tanko Lighting and SCE's findings and provides updated quantities and predicted prices of purchasable poles. Exhibit A: Financial Analyses provides a further explanation of costs and addresses various options that the City would like to consider. It is important to note that these are preliminary quantities and financial models, they will be further refined after the full ownership review, data reconciliation and design process have been completed. Summary & Explanation of Findings The results of Tanko Lighting's audit can be found below in Table 1. Audit Results. Table 1.,Audit Results SCE'Discrepancies Category Qty LS -1 for Purchase 8,093 LS -1 not for Purchase 3,451 Total SCE -owned 11,544 City Owned Lights: LS -2, LS -3 3,399 Total Streetlight Fixtures 14,943 The results of the audit were then compared to SCE's LS -1 inventory. Table 2. SCE Discrepancies is a summary of discrepancies found between the two sets of data (based off of SCE's Valuation provided on 9/29/15). Table 2, SCE'Discrepancies Category SCE Qty I Tanko Qty LS -1 for Purchase 7,817 8,093 LS -1 not for Purchase 3,556 3,451 Total LS-1Inventory 11,373 11,544 Updated Valuation/Pricing Table 3, below, outlines an updated valuation of Santa Ana's streetlight system based on Tanko Lighting's results. Please note that this is estimated from SCE's original valuation completed on September 29, 2015. OR 41 TankoLighting www.tankolighting.com 1220 eayshor66A43o, CA 94124 1 P415.254.7579 I F415.822.3626 Tanko Lighting is not privy to SCE's exact methodology for calculating prices. Tanko Lighting also recommends adding a 5% contingency to any budget predictions or allocations. Table 3. he City of Santa Ana LS 1 Streetlight Syste Valuation Updated by Tanko Lighting 4/27/17* Overview of the Total IS -1 Streetlight System Type C,ty Type Overhead** Uncle rground•• Non Wood 7,547 65% 3,393 4,106 Wood 3,997 35% 4,033 12 11,544 100% 7,426 4,118 64% 36% Valuation of the Sellable LS -1 Streetlight System Type MY Est. Price Subtotal Marbelite 5,291 $379 $2,006,459 Steel 2,214 $213 $470,614 Wood 588 $958 $563,113 Total: 8,093 $3,040,186 Ad Hoc Replacements $537,790 Additional Fixtures/B Items $69,403 Subtotal $3,647,379 Transition Cost $248,314 Valuation Price $3,895,693 *These prices were estimated based on the original valuation. Tanko Lighting attuned to SCE's process for calculating these fees. **City audit data does not contain this information. Totals were estimated based off the original SCE percentages. Attachments Exhibit A: Financial Analyses Exhibit B: Over-lit/Under-lit Analysis Exhibit C: SCE LS -1 & LS -2 Rate Structures e.it -V TankoLighting LL www.tankolighting.com 1220 Bayshore BIv5rYAayr +94124 1 P 415.254.7579 1 F 415.822.3626 Exhibit A: Financial Analysis Financial Analysis Information & Assumptions This exhibit contains a financial evaluation for the acquisition of the streetlight infrastructure from Southern California Edison (SCE) and the conversion of the infrastructure to light emitting diode (LED) technology. The financial analysis demonstrates potential costs of full turnkey assistance, annual and twenty-year savings, and return on investment (RCI). The turnkey costs include full design, project management, utility coordination, material costs, and labor costs. The following list of assumptions were made in the analysis: 1. Post -audit inventory 2. SCE -provided acquisition cost of $3,679,122, adjusted to incorporate extra poles to $3,895,693 3. 2017 SCE LS -1, LS -2, and LS -3 rate structures 4. 2017 SCE rebate program, scheduled to expire January 2018 5. Simplified watt -for -watt replacement of HIPS fixtures (does not include full system design) 6. Federal Inflation Rate: 4% 7. Utility Inflation Rate: 1% 8. Sales Tax Rate: 7.75% 9. 10 -year Fixture manufacturer warranty 10. Fixture Failure Rate: 1% 11. Photocell Failure Rate: 2% 12. Current market costs of installation and material for non -warranty replacements 13. Maintenance program costs estimated based on industry and local standards 14. Estimated Remote Monitoring System upfront and annual costs 15. Pole additions including materials foundation and labor: 150 poles at $5,000 a. Includes poles added to address: i. Under -lit areas (see Exhibit B) ii. Knockdowns not covered by insurance iii. Replacement of steel poles Financial Analysis (enclosed) 1. Acquisition & Conversion a. LS -1 standalone acquisition and LED conversion. b. City -owned LED conversion (remaining HPS fixtures only). c. Remote Monitoring System for all purchasable LS -1 and city owned LS -2 and LS -3. d. Pole tagging for all purchasable LS -1 and city owned LS -2 and LS -3. e. No costs associated with the 3,451 distribution/non-purchasable poles. Acquisition Costs $ 3,895,693 Conversion Costs $ 5,686,049 Suggested 5% Contingency $ 442,889 TotalProjectCosts - $10,024,631 TankoLighting www.tankoliehbngxom 1 220 BayshorerHA4rio, CA 94124 I P415.254.7579 I F415,822.3626 Annual Energy Cost Savings $1,012,459 Payback Period 12.6 years Financial Recommendations 1. Recommended financing timeline: Tanko Lighting recommends that the loan be secured and funds be available immediately upon CPUC approval of the acquisition. SCE has agreed that in 60 days the acquirable streetlight assets will be the property of the City. The 60 -day period can coincide with the purchase of the LED streetlight fixtures. This will enable the City to begin planning the installation as the fixtures are manufactured and shipped, therefore maximizing the City's time. Installation Strategy: • CPUCApproval • 60 days from approval to ownership o Procure materials o Prepare for installation o Issue Install Notice to Proceed (NTP) • Installation begins upon transfer of ownership to City 2. Recommended financing options: a. Private agency (municipal lease -purchase loan): In the absence of state-sponsored programs, municipal lease -purchase loans are most popular because they are stable when linked to energy efficiency projects. These loans use the streetlights as collateral rather than risking any additional City assets. If the City were to default on the loan, the streetlights are the only assets at risk. I. Suggested Private Agencies: 1. TCF Financial Corporation, Graybar Financial, Banc of America, Manufacturer based options (GE, Phillips, etc.). b. State-sponsored loan: State-sponsored loans have a substantially reduced financing rate of 1%. They cannot, however, be used for the acquisition costs and have a limit of $3 million. If the project changes significantly, the City would be required to resubmit the project for approval. This model also separates the acquisition costs from the conversion costs, resulting in a higher interest rate for the acquisition financing. i. Available state-sponsored loan: 1. California Energy Commission loan 3. Things to consider: The assumptions in the Financial Analysis are a conservative estimation. As a result, the loan amount that the City will be requesting may be reduced once a final offer is issued. Because of this, the interest rate may increase to accommodate the lower project cost. Regardless, at the end of the project, the City will be still be cash flow positive and will save $3.3 million over the next 20 years after loan payments. QA,MV TankoLighting www.tankolighting.com 1220 Bayshore BJ5 r{AAf:FA 94124 1 P415.254.7579 I F415.822.3626 4. Explanation of sample finance option: Tanko Lighting included a sample financing option in the financial analysis of a 3.5% interest rate over a 15 -year term. The rate was based on current and projected market rates. The 15 -year term is technically cashflow negative for years 2 through 14 (by $541,000) but, the savings in the first year are $661,000 due to the rebate. Because of this, the term allows the project to be overall, cashflow positive. 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N 1, N c -I �-I A N V 1! u V T N+ V} Ol O] I+ n 1' l0 Ill v . v v uT�i`n `� I�n�luT+`n,+ .i �i I, I�f w .Ni>•i�. 'vI � I it � aj I i!li 'It i I 4% '"m' [V N 0+•.�'e--I'�I 10 d'','.-1 0+ .-I'I n� o0 �'t01 m T N W7. W1., % 111 ,n I�--ID IIm f0 OOe n� N mj c -I '. al l0 NI ,--1 IM )01 40 M �I 'y N tO04:tD N, 0',✓l� mi nj It nl `Z)l 06 1 O jo�o l+m''��;�II m' oI ml,ml'or!�Lm�!pl;ml, vNi `�ol'rn omo l,ni 3 ILII ; N l i l i r� {, O{ N S I I I' � .' i 01 , O I i N I, N '? N I I N I N i+ i- N t i tl E i i oo I i*i m f m f'rl: i. N J A i' in I a '� 1k w 1 m I LT, O OI NI M nI N Nl V aI W m, V) N- O'�n olln VII M Y {In 'm: mI n�,n I, ct oc iv, mI M .oII of nl of m. n' o �m .-1 1v1! m .� NI o vi, m m 1�,-m eo lla n mI'.m- ui p N 'a W a 1' -O N"m nI,N OI W. W O I a O nl tp n l0, > U IVI.O 1VI1 N In m OI Ii VI'i'i CO ,IVI-N CO 1p mI,N WI VJ a� m{ N" M V el•ni 011 el N 'f Vl l,n Ol"O N. �'lOi nl al liN pj ,VT;.N V)IR IVT !VTir1 rll '-II a -I rl{'-I .N N -'N' NISN N.+M Iml � c 1+ I fvT ,vTl, uT'vT vTI:, vT„vT uT+vT!VT+vT. N; vTI+N L lL it N O N N M C Vl LD n W Ol O O } N N N 55A-21 Exhibit B: Over-lit/Under-lit Analysis Methodology Tanko lighting performed an analysis of Santa Ana's existing streetlighting system to highlight areas throughout the City that were over or under -lit. Tanko Lighting used a "buffer zone' of 150 feet to pinpoint areas that were either too high or too low in light pole concentration. Tanko Lighting then reviewed each area based on satellite and street -view imagery to confirm whether the area would benefit from a change in lighting. Results The results are illustrated in the subsequent map book. These findings will be incorporated into the full LED streetlight design. Q A 19 TankoLighting www.tankolightinecom 1220Bayshore BlI5l5IAq c2o2A94124 I P415.254.7579 I F415.822.3626 `\ rCla{pman Ave (SqqS WAlmond Avem ,N Th- e.5.: Y v - - 75"-, o ...m Outlets 'Len Ave r`] - e al O —122 Garden Grove �F i coq t i.._.. ✓ -' �.._.f" +-•� cr, Glove Blvd `9 l 61 t Fairhaven _..r' ,j.. - m Part.. o- � rn > rn Ep3oOla C116 Avd Trask Ave•,,,,. -j _ X_ = m 4 � P 1 x O c o• r p� u. 4 a i 'is' L 5 hlarlr_tplx • _Z 'Qi� V. . i.�f _1rr7Rri� f!•r o o `� J Z O E 17In •J'i�i - a .cq Collegelb awillowN4. _ �•RSa; - - d- .i 9> -- r... - W, Hazard Ave `o o Golf ` �- U 1-- w iu.Cour�; Santa Ana `�� Z f 4V 5th St' t9.E 111151 rn � �, 86CheslnutAvz • i @a.•..rl L, N GIIANcf' idden Ara LL � .� .. o ,C .e •Q �' _ �� _ m o ® v E'h1tFa-rf+.+•rpt - - - •1 P•_ r N N N Ci ID c - ._. 1. .-mac �U •>. th lyOdindcr Ave N a E E Leger Aye R gion I Pull.- hht 4p, zru � �.. i 'N Sl Ancy, ry PI - �J Ran u n at, Part: Z Square Course =Y: arnebA6e ��-. VI;Wate er•AQ• ------ \ �-r2 n woy T n Slater Ave .� Z _ y. _ = .P G,•, VI -J 7R R r1n �' ry t!i - ,] _ .o bel Alton Ave _ 77 W__.._..� =.4 _ The Dis t. iiP' tee- at rust i _•1 a_ , a -0�.rn,+ !1t fisr�_'• South �• �, �C� m� �7Coas —�—� Pla st Anton L310 f. ® IVIIIESI 1 Y di6gorFwyry-{43:J°m n5 n .. City of LED Streetlight Conversion: Over-Underlit Analysis overview map o Add Fixture to New Pole (22) O Add Fixture to Distribution Pole (11) ® Remove Existing Fixture (10) i City Limits 55A-23 p. fl 9 die TankoLighting .............,..,. ! \v e ragman Ave v_ 111 VV Alin wrd A•veY c, 'n a Tha — o OutLala ,/,'1 m a m wn Ave a all Orango Garden Grove on Grove Bh;d �..—.J" 1y.G 1 c _ •'� Gr Fairh:len - ,. 3 Memorial ! Trask Ave . `--i v o a' y r Park EuoQa C1.1rd Ave z EJ z ■ c r� 0 5 6 !I o "— -01 o c 1 1 Bri.lol I C u. 04 's c i i• N 1!+Irrirr�l�.l�•.—..—..—... rJarlalpls z Z �+ %j.^ z l.. r3 L:n •,rf �• '/"1 i 1 ! J. College c z 1104" ; E 1 7m i �i > •s,. 12 1 4: go © go m cwillowNA �' vA r.,...r W Hazard Ave `o N GoU $ w 14� = WeDOfU Santa Ana y� z i = W 5th Sl 1118 E 41h St i 13 z '�17 "'^—"'� 119 ..1 p,'^ �.Q E Chestnut Ave • r-i..vSn, l � � � to j �'i: • rn c L N ■'.V}i16FaddenAve c ri ? „ > N N y e o a j ra N C N ca 0 20' �. 6h1, N �!7 urro ,21 Edinger Ave o LL F EdingerrAve Region_I Pail` N 3 Hilo Square ':J SI Andy r� Rr9unal Parl Square Cour� Nlamer•Ave Z u � �'p�� WYlarnar•A•f ■A il� J' (a - ?y 25 n� why •.� N N Slater Ave n Unv, 3 _ a N y`^• ori y� 4co- �. ` r2 U23• WAlton Ave !.� _ 27 ^% ._ � .. „� CIO o Dis Tlal uv 7— 53ulh d—..—..—..—..—. � � ® Miles Pla:z .9nton Blvd matCoon �•^4 1.. IeDorF.aN_�4bT.+�� �I:405. (lV, r ,.��—�-,-•' - f-A-�` :r Qye .cFo City of n LED Streetlight Conversion: Over-Underlit Analysis Overview Map OReview Area ...... ! City Limits IF 1'■ 55A-24 �� TankoLighting �1 ,� �._rX ; ki 1 L j i r ! y i 1� � l �I_ •ems • � � 1� 1� ,�f-I � �� ��— � i •I� FI �''� `r y of _ `� .i•�� % I _^ I r St. .. ._.� - '"'• i,! rJ 1 -moi•, .' it .;� Es r-1 t—�• 41 ca C I t� _ 1 �� ;� , `� o I �d_o a__ ___ _ q -- -� —i FAIW NYEfl AVE ---`� ; — FNftnn AVE -E,Fairhayen,Ave�-� --- - � --- ---- ---I-1--nn- IE — ;. r' �' ,� 1 I . I 1 , I ® Feet® ' I 11� City of I LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (1) Review Areal O+ Add Fixture to Distribution Pole (1) �City Limits O Existing Fixtures — — j 150 fit Fixture Radius r. a 55A-25 c' TankoLighting F- I LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (1) Review Areal O+ Add Fixture to Distribution Pole (1) �City Limits O Existing Fixtures — — j 150 fit Fixture Radius r. a 55A-25 c' TankoLighting j f'EfAirhaven'AVe"°E _ — - — — – _FAIR AVEN Ap E ._ In+ IMIAVE AVE .. ! O I ii _ t l 1 I � i I ®Feet® 0 City of n LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to Distribution Pole (1) Review Area 2 O Existing Fixtures - j City Limits y_ _ j 150 ft Fixture Radius o n 55A-26 �S® TankoLighting City of LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (1) O Existing Fixtures 150 ft Fixture Radius OReview Area 3 -sum j City Limits 55A-27 •r'® ��� TankoLighting _ r O�E.Buffalo Avei---.-_— I N— QE OUF ALO AVE O-- -- ---i — _O — `• ; l N •� '� Z i L I • i - ! r— � r ••� .. ,-'s� J-•• ...•rte L_I� .yl LIN L I- ff II f 1 S i it o� e zznv_sr E 22ndSt'"'–.�— - s' I/ �O J /!• I I' kP d T `• Ls y 4_ —l_ MU i_ � `Feet® ' I � `� ✓�� City of LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (1) O Review Area 4 O Existing Fixtures ...... i City Limits t _ — 150 ft Fixture Radius 55A-28 n • !�+ TankoLighting I M1i i � r 1 I u'N ESANTA ALARA AVE .••�;'• 'E =NiA tarty Ave __E•$anta_Clara Ave_— -0— - - -- - -- — --- + _..I.�..-.O O_ i FFFl City of Santa Ana LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to Distribution Pole (1) O Review Area 5 O Existing Fixtures ...... 1 City Limits L m — i 150 ft Fixture Radius 55A-29 P n • `�s TankoLighting I f. �. + yS % 4 I• °.._._ r°o° a •i '.... i' '`•1 -'E",Bu`ffalo.Ave-- i 00 I 3 _J _ t f E Avalon Ave ""' Ave City of Santa Ana LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to Distribution Pole (1) O Review Area 5 O Existing Fixtures ...... 1 City Limits L m — i 150 ft Fixture Radius 55A-29 P n • `�s TankoLighting E _ \ _E -Santa CI !! 1 O I 0 �i ♦C' i I ii � �cm Dim ! ••1•t I { .P• I I ® Feet 00 --- --- - _ , City of n i i N z .t ESAtRA CIARA 5- �j 0 I I r I , � Ol•--• - I i 6 •. � LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to Distribution Pole (1) Review Area 6 O Existing Fixtures ��—- j City Limits 150 ft Fixture Radius 55A-30 P�� TankoLighting —E 18th St --- E 1 1 f ( h i ------E-171th-St l ---F 11TH ST t_ ® Feet 10 City of LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to Distribution Pole (1) O Review Area 7 O Existing Fixtures 1......1 City Limits L_ _ i 150 ft Fixture Radius 55A-31 NI �_—_ �•�.•� •__—__—.—� i. _— C.R5 TankoLighting sl m %xxxxxx111111 23 '���•''/� t b C.R5 TankoLighting 9 Feet 1 0 City of .i LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to Distribution Pole (1) O Review Area 8 -u-n1 O Existing Fixtures ...... i City Limits S•_s_ i 150 ft Fixture Radius 55A-32 .no ®fir TankoLighting j 1r W e J--..-•'.I� z i 9 Feet 1 0 City of .i LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to Distribution Pole (1) O Review Area 8 -u-n1 O Existing Fixtures ...... i City Limits S•_s_ i 150 ft Fixture Radius 55A-32 .no ®fir TankoLighting nta7. ZI,9n� 9 "- rn 1,!' \ I L -J [%:`h 0'.\ '•. i \ 'v _.�F -' \ ;i ,n_ __7 � it : , _ i . � j -: ) `�.�� __f _� 10 Izi '1.. I i 1• J ) 7 � 11 4 fie•" �.� ... \ .. � .�; , i :.p;•- � . PF-. /, 1, ':< ..1 •'�� � ._•\/4��1 .GS.� 10.x. /ri li.. � r ��.... 1M •` - '�,_�, i _11 f I of : ''� . •''° . � � `''� Jam'' i'rt, � r '` .•i ••_!` r �'•� `'•tit' F i % O SI i -� I oaf Q J / F_ j ._— - 1 �._—_ i Wil. 5 E�W45HINGIG --E.Washington Avel OQA AVE�Y,.t _ `_ O : :_+nSNINUT�N AVE 1�__ _ _._ —{O i',': �"1 •+» s...,,__..`7 !• '.. /, •\ ';Yi.,.\moi-� ' •.�...{:I• '! � .: � ti=:�.l� '' io\ rte., �... '� •1 �� i �,°�� ��,r' I � i :•` J i�.� �..._.._d"° Kms.. :�.t•: � j � �1 � 7 , Feet® -t-- }— t fNWellin ton�Ave—_ 11 t e wE - 9 City of Santa Ana LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (5) O Review Area 9 O Existing Fixtures O Other Review Area t._.._J 150 ft Fixture Radius ...... 1 City Limits 55A-33 • � a TankoLighting �. ,_. (J tJ i�.^`'.. 7�•_ ;; _.__.ice •�' �: .�,� � •��(• F 1 TTH S o`d. 1 ' E 17th St .l •��'\•lam ' `.. w ' \\\ ,�,.. ram"' N .e. '•` .� �.• � t ..�,'_ �_\ \ GGV —; _____ (0--: •� nor sr —!� �—�.� ��� •.__.....t _". �� � ,til •`1� 11 ! s_�,/ R._ �l \, 7 �` ';>< 7••. I � • ..%ice I J � •.,r ..J �� •� I f = I ;• i • , -^( I a�u -T_ t E'15th�i-- i !Zy th E -17TH ST° - 4638 'S• \�`�'� ••• w- City of Santa Ana LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (3) O Review Area 10 O Existing Fixtures Other Review Area ...... 150 ft Fixture Radius! City Limits 55A-34 TankoLighting I-� / a !• ?'r �..�. �•.f••r- •.` icy `��_ i( �. Feet® O City of LED Streetlight Conversion: Over-Underlit Analysis Map tsooK Add Fixture to Distribution Pole (1) O Review Area 11 O Existing Fixtures ...... City Limits 150 ft Fixture Radius 55A-35 n L -- F•� P n `� TankoLighting D LN -' 1 f r i I—_I_� r /"�r `t4 AVALONAV _-_..._-1`z I • / �.�` I-� / a !• ?'r �..�. �•.f••r- •.` icy `��_ i( �. Feet® O City of LED Streetlight Conversion: Over-Underlit Analysis Map tsooK Add Fixture to Distribution Pole (1) O Review Area 11 O Existing Fixtures ...... City Limits 150 ft Fixture Radius 55A-35 n L -- F•� P n `� TankoLighting I—_I_� /"�r `t4 '� O — '�7 �S •�..�•• DIY 1 �• I-� / a !• ?'r �..�. �•.f••r- •.` icy `��_ i( �. Feet® O City of LED Streetlight Conversion: Over-Underlit Analysis Map tsooK Add Fixture to Distribution Pole (1) O Review Area 11 O Existing Fixtures ...... City Limits 150 ft Fixture Radius 55A-35 n L -- F•� P n `� TankoLighting - ani jTli sr —W 16th -,St + p �i• i' I V) o LcLuif City of 0 LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (3) ® Review Area 12 w --un ® Existing Fixtures ..... j City Limits 150 ft Fixture Radius 55A-36 6: t> `� TankoLighting r4mr R+iar o�� �o %'•� f� /• .9, ,'• � i ,may' � t•. ' " '.�J ., ��;? l i u ` p +. L. Judith �Ln. — 4 � tl 9' >� 2127 Wash ington.Ave;. lel r , �.� . �, �\• � � I �-r w+' 1 W. ® Feet® City of 0 LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (3) ® Review Area 12 w --un ® Existing Fixtures ..... j City Limits 150 ft Fixture Radius 55A-36 6: t> `� TankoLighting City of LED Streetlight Conversion: Over-Underlit Analysis Map Book ® Remove Existing Fixture (4) Review Area 13 O Existing Fixtures O Other Review Area City Limits a o 55A-37 �j TankoUghting City of LED Streetlight Conversion: Over-Underlit Analysis Map Book ® Remove Existing Fixture (2) O Review Area 14 O Existing Fixtures O Other Review Area City Limits els 55A-38 `� TankoLighting 3 O' 1 i i ON. Awn i O VE W MCFADDfh AVE - - W;McFaddeA.Ave - - - - F 0 1 - - - --- - -.,_— ! W McFadden N11 City of LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to Distribution Pole (1) O Review Area 15 -n-n1 O Existing Fixtures �.�— i City Limits 150 ft Fixture Radius �e• 55A-39 ®�+ TankoLighting o j0l } L{ > y I r i O J I O i i r 1 � I lJ I,".r TAhaPION AVE i - :r. T- U) i O O O EIJ AVE %A, N,CFADDEN ® Feet City of LED Streetlight Conversion: Over-Underlit Analysis Map Book ® Remove Existing Fixture (1) O Review Area 16 ...—.§n O Existing Fixtures �....- i City Limits e � o 55A-40 �0+ TankoLighting • I i.._.. -_ �\. � �_� .; :�.. �I IIS ............... _, L J i_ jIL City of Santa Ana LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to Distribution Pole (1) Review Area 17 O Existing Fixtures 1.�..— i City Limits v..e, l._ ._ i 150 ft Fixture Radius 55A-41 a � e TankoLighting VG lid O 6TH ST O -- -iC CEHIER PLZ-- G •. Ii � . i r .. U- rnm 'I City of C% LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (2) O Review Area 18 wn—n� O Existing Fixtures ...... j City Limits t i 150 ft Fixture Radius 55A-42 ;• � j Ir a . 'o. i'i`i......... � I ^...-.t'—.._ 1 .rr. •-••�� iO i z i �•i i O'w •'� --' -•` _gt ---W Santa•'Ana:Blvd —W z i ii r 0 i 1® ® -- —®t :,; it O �;._..� •;'' Feet-- City of C% LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (2) O Review Area 18 wn—n� O Existing Fixtures ...... j City Limits t i 150 ft Fixture Radius 55A-42 r R m `S TankoUghting a . r R m `S TankoUghting ]i! ••'� iii !�. _... ' l'� 1 ! • � i 1 . r• }. • } i } tiyiZiS,W- '.' •.,. '_ �` '.'• I�'.� `,\ lam./'p r N .\ r 1• -,'ti ]i! City of LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (1) Review Area 19 O Existing Fixtures ...... i City Limits 150 ft Fixture Radius 55A-43 0." ria `'' TankoLighting ••'� iii !�. _... ' l'� 1 ! • � i 1 . r• }. • } i ® FeetC144�,ti -'t� i }` - City of LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (1) Review Area 19 O Existing Fixtures ...... i City Limits 150 ft Fixture Radius 55A-43 0." ria `'' TankoLighting X City of _ w w z O ,O LED Streetlight Conversion: Over-Underlit Analysis Map Book ® Remove Existing Fixture (2) O Review Area 20 O Existing Fixtures 4...... i City Limits 55A-44 r 3n E M C n e, a `1�' TankoLighting O ,1 LED Streetlight Conversion: Over-Underlit Analysis Map Book ® Remove Existing Fixture (2) O Review Area 20 O Existing Fixtures 4...... i City Limits 55A-44 r 3n E M C n e, a `1�' TankoLighting .......... 4� 11 0 0 c W VV. 0%W Edinger Ave Xxo V.11 s, Y isr0-- City of LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (1) O Review Area 21 0 Existing Fixtures ...... i City Limits 150 ft Fixture Radius 55A-45 TankoLighting City of t • J \ 7hu--r I Macarthur Blvd W_Macarthur i LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to Distribution Pole (1) O Review Area 22 O Existing Fixtures ...... j City Limits p 150 ft Fixture Radius 55A-46 P � 9 `�' TankoLighting ,, ,. P � 9 `�' TankoLighting YF AVE G4RRY i� -`-W-Garry Ave �..� i_ r .. lw; \0 �• i> .✓•'i '.�•.�........r O U_ jI i I cn ILI a E—Ic i ...- •• 0. `..�., /•1 L. i' � 1 /' � � •per• i ....\—-.'.;,,: .. i.- � _ 1 %'� t r � % � � !�`..! ice(-•�_•.,r r_____ , _'.r _ r' '1 'WlAlton Ave r ` wW City of LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pale (1) Review Area 23 O Existing Fixtures City Limits o .v 150 ft Fixture Radius c � a 55A-47 ' TankoLighting 'x. • I i F• ! I til / O I � �a�e ., `F` I I� ua; � I � i i r '` I'• i , '© �W/Warner Ave Vjr rne l L L t5 W WARN -R AVE � w WARNER AV£� � r � Q O 111/11NarAvex. i ca i (N t f g• �� L ! �I/ O / ! N. 1, ` i WlFlora'St ' i ! f l ir '® Feet® City of LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to Distribution Pole (1) O Review Area 24 O Existing Fixtures j City Limits t _ _ ! 150 ft Fixture Radius an 55A-48 �O TankoLighting �0 s bRoq O �rt ,- ofrayS.B I� O `oaaway p� i .`tel � I m O ? z.l «i 1 O ® O O Imo( AIR ® Feet® City of slue W Warne Ave O O i — i f.kOonaUx � O z BI -- -" 1 O cvs�enu�nn-y LED Streetlight Conversion: Over-Underlit Analysis Map Book ® Remove Existing Fixture (1) O Review Area 25 O Existing Fixtures ..... City Limits 55A-49 eea `�� TankoLighting City of LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (2) O Review Area 26 O Existing Fixtures ...... City j City Limits j 150 ft Fixture Radius eno 55A-50 ®0� TankoLighting O J ' O /•'� ` " !• i ti fes, ! 1 / 4� •. 1 �• \tv po �•. .•moi•. kr� f a' a ,QJ JSP' 1 `•.,.. III , -... _Yr � f `ZO a ® Feet® . } City of LED Streetlight Conversion: Over-Underlit Analysis Map Book O Add Fixture to New Pole (2) O Review Area 26 O Existing Fixtures ...... City j City Limits j 150 ft Fixture Radius eno 55A-50 ®0� TankoLighting I 91 t• City of LED Streetlight Conversion: Over-Underlit Analysis Map Book 0 Add Fixture to New Pole (2) 0 Existing Fixtures i 150 ft Fixture Radius OReview Area 27 City Limits 55A-51 V n , TankoLighting f M A5 Exhibit C: SCE LS -1 & LS -2 Rate Structures Calculation Sample Calculations were conducted based on 2017 LS -1 HPS and LS -2 LED rate structures. Please find sample equations below (see subsequent pages for explanation of values): • 50 Watt LS -1 HPS: ((0.03917+0.03972)*20.010)+8.32 = $9.899 • 38 Watt LS -2 LED: ((0.03917+0.03972)*12.9)+2.29 = $3.31 TankoLighting www.tankolighting.com 1220 Bayshore BIS&Ar ,62IA 94124 I P415.254.7579 I F415.822.3626 uuro�.0 EDISON Southern California Edison Revised Cal. PUC Sheet No. 61032-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 60359-E Schedule LS -1 Sheet 1 LIGHTING - STREET AND HIGHWAY - UNMETERED SERVICE COMPANY-OWNED SYSTEM APPLICABILITY Applicable to service for the lighting of streets, highways, and publicly -owned and publicly -operated automobile parking lots that are open to the general public where SCE owns and maintains the street lighting equipment and associated facilities included under this Schedule. Option E: Beginning January 1, 2016, Option E, Energy Efficiency - Light Emitting . Diode (LED) Fixture Replacement, is available to customers that elect to have SCE replace its existing street lighting fixtures serving customer load under this Schedule with LED street lighting fixtures to achieve energy efficiency benefits for the customer. See Special Condition 14. TERRITORY 50 Waft LS -1 HPS: ((0.03917+0.03972)*20.010)+8.32) _ $9.899 Within the entire territory served. RATES Charge' - $/kWMamp/Month Al Plight Service 0.00720(t) 0.01240 (R) 0.00510 (I) 0.00001 (1) 0.00854 (1) 0.00549 (1) 0.00043 (1) J=�I) Midright Sarnce 0.00720(1) 0.01240(R) 0.00510(1) 0.00001(1) 0.00854(1) 0.00549 (1) 0.00043 (1) 0.03917(1) 103 Watt 9.04 9.04 202 Watt 9.01 9.01 327 Watt 9.01 9.01 uryVapor Larrms"-$/ amp/Month 100 Wall 8.80 8.60 175 Wall 8.39 8.39 250 Watt 8.82 8.82 400 Watt 9.10 9.10 700 Watt 9.05 9.05 Pressure Soclium Vapor tamps - $/Larry/Month 50 Watt 8.38 8.38 70 Walt 8.39 8.39 100 Watt 8.39 8.39 150 Watt 8.77 8.77 200 Watt 9.09 9.09 250 Watt 9.14 9.14 310 Watt 9.14 9.14 400 Watt 9.08 9.08 (To be inserted by utility) Advice 3515 -E-A Decision 1014 Issued by Caroline Choi Senior Vice President 55A-53 379 ,"�jj 0.00000(1) 0.03972(1) 0.00000(1) (To be inserted by Cal. PUC) Date Filed Dec 21, 2016 Effective Jan 1, 2017 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 61033-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 59291 Schedule LS -1 Sheet 2 LIGHTING - STREET AND HIGHWAY - UNMETERED SERVICE COMPANY-OWNED SYSTEM (Continued) RATES (Continued) Delive SeMce Generation° Tans' Dlstbtn� NSGC° NDC' PPPC° DWRBC° PUCRF7 Total° UG"' I DWREC10 Low Pressure Sodium Vapor Lamps- $/LamplMonN 35W 10.22 10.22 55 wan 10.22 10.22 90 Watt 10.78 10.78 135 Wait 10.87 10.87 180 Wait 10.89 10.89 Metal Halide Lamps. $ILamp/Month 100 Watl 9.47 9.47 150 Watt 9.28 9.28 175 Watt 9.43 9.43 250 Watt 9.25 9.25 400 Watl 9.54 9.54 Base LED charge" Light Emitting Diode (LED) Lamps - $/Lamp/Month (p) (High Pressure Sodium Vapor Recommended Lamps) 5ewa9 932 a3y 70Waft8.32 8.32 100 Watt 8.37 8.37 150 Watt 8.86 8.86 200 Watt 9.18 9.18 250 Wait 9.43 9.43 400 Waft 1b.37 10.37 Option E -LED Lamps - S/Lamp/M 12 (P) (High Pressure Sodium Vapor Recommended Lamps) SO Wan 9.64 9.64 70 Wan 9.64 9.64 100 Wan 9.73 9.73 150wan 10.34 10.34 200 Wan 10.94 10.94 250 Wan 11.40 11.40 400 Wan 13.16 13.16 Tap Device Annual Charge-$IDevice 1 13.13 13.13 (P) The kilowatlhours used to determine the Energy Charge for the lamp types and sizes served under this Schedule are shown in the Special Conditions section, below. Closed to new installations. " The ongoing Competition Transition Charge (CTC) of $0.00000 per kWh is recovered in the URG component of Generation. 1 Trans = Transmission and the Transmission Owners Tariff Charge Adjustments (TOTCA) which are FERC approved. The TOTCA represents the Transmission Revenue Balancing Account Adjustment (TRBAA) of $(0.00129) per kWh, Reliability Services (R) Balancing Account Adjustment (RSBAA) of $0.00010 per kWh, and Transmission Access Charge Balancing Account Adjustment (1) (TACBAA) of $(0.00012) per kWh. 2 Distrbtn = Distribution 3 NSGC = New System Generation Charge 4 NDC = Nuclear Decommissioning Charge 5 PPPC = Public Purpose Programs Charge (includes California Alternate Rates for Energy Surcharge where applicable) 6 DWRBC = Department of Water Resources (DWR) Bond Charge. The DWR Bond Charge is not applicable to exempt Bundled Service and Direct Access Customers, as defined in and pursuant to D.02-10-063, D.02-02-051, and D.02-12-082. 7 PUCRF = The PUC Reimbursement Fee is described in Schedule RF -E. 8 Total = Total Delivery Service rates are applicable to Bundled Service, Direct Access (DA) and Community Choice Aggregation Service (CCA Service) Customers, except DA and CCA Service Customers are not subject to the DWRBC rate component of this Schedule but instead pay the DWRBC as provided by Schedule DA -CRS or Schedule CCA -CRS. 9 Generation = The Generation rates are applicable only to Bundled Service Customers. 10 DWREC = Department of Water Resources (DWR) Energy Credit- For more information on the DWR Energy Credit, see the Billing Calculation Special Condition of this Schedule. 11 Base LED Charge lists the charges applicable to customers with LED fixtures installed upon a lump sum payment(s). 12 Option E is the monthly Energy Efficiency Premium Charge and the Base LED Charge by fixture wattage. Energy Efficiency Premium Charges (EPCC) by fixture wattage: 50 Watt / $1.32, 70 Watt / $1.32, 100 Watt / $1.36, 150 Watt / $1.48, 200 Watt / $1.76, 250 Watt / $1.97 and 400 Watt / $2.79 (Continued) (To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 3515 -E-A Caroline Choi Date Filed Dec 21, 2016 Decision Senior Vice President Effective Jan 1, 2017 2Cf3 55A-54 Resolution J EDISOpN Southern California Edison Revised Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 48931-E Cal. PUC Sheet No. 48624-E Schedule LS -1 Sheet 3 LIGHTING - STREET AND HIGHWAY -UNMETERED SERVICE COMPANY-OWNED SYSTEM (Continued) SPECIAL CONDITIONS Kilowatthours for Lamp Type and Size: The kilowatthours for the lamp types and sizes served under this Schedule used to determine the Energy Charge are shown below: Nominal Lamp Rating kWh Per Lamp Per Month* A B (To be inserted by utility) Issued by Advice 2629-E AkbarJazaveri Decision Vice President 309 55A-55 (N) (N) (To be inserted by Cal. PUC) Date Filed Sep 15, 2011 Effective Oct 15, 2011 Resolution Average All Lamp Initial Night Midnight Wattage Lumens Service Service Incandescent Lamps" 103 1,000 35.535 18.633 202 2,500 69.690 36.542 327 4,000 112.815 59.154 448 6,000 154.560 81.043 Mercury Vapor Lamps" 100 4,000 45.195 23.698 175 7,900 74.520 39.074 250 12,000 103.845 54.451 400 21,000 163.530 85.747 700 41,000 277.035 145.263 1,000 55,000 391.575 205.322 High Pressure Sodium Vapor Lamps EQ 97M ��1 , 10.492 70 5,800 28.635 15.015 100 9,500 40.365 21.165 150 16,000 66.585 34.914 200 22,000 84.870 44.501 250 27,500 107.985 56.622 310 37,000 132.135 69.285 400 50,000 167.325 87.737 Low Pressure Sodium Vapor Lamps 35 4,800 21.735 11.397 55 8,000 28.980 15.196 90 13,500 45.195 23.698 135 22,500 62.790 32.924 180 33,000 79.005 41.426 Metal Halide Lamps 70 5,500 32.430 16.998 100 8,500 44.505 23.328 150 12,000 61.410 32.188 175 12,000 74.175 38.879 250 19,500 101.775 53.346 400 32,000 158.010 82.822 1,000 100,000 372.600 195.300 1,500 150,000 553.725 290.238 When an account has more than one lamp, the total kWh will be the kWh per month lamp rating to three decimal places multiplied by the number of lamps. " Closed to new installations. (To be inserted by utility) Issued by Advice 2629-E AkbarJazaveri Decision Vice President 309 55A-55 (N) (N) (To be inserted by Cal. PUC) Date Filed Sep 15, 2011 Effective Oct 15, 2011 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 48625-E Rosemead, California (U 338-E) Cancelling Original Cal. PUC Sheet No. 48035-E (To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 2591-E Akbar Jazaveri Date Filed Jun 10, 2011 Decision Vice President Effective Jul 10, 2011 4C16 55A-56 Resolution Schedule LS -1 Sheet 4 LIGHTING - STREET AND HIGHWAY -UNMETERED SERVICE (T) COMPANY-OWNED SYSTEM (Continued) SPECIAL CONDITIONS (Continued) 1. Kilowatthours For Lamp Type and Size: (Continued) Light Emitting Diode (LED) Lamps kWh per Lamp per Month Lamp Watts Lamps Watts Including Driver Loss Multiple Service kWh***** Including Driver Loss"* Mid -Point Range*'** All Night Midniqht 0-5 2.50 0.9 0.5 5.01-10 7.50 2.6 1.4 10.01-15 12.50 4.3 2.3 15.01-20 17.50 6.0 3.2 20.01-25 22.50 7.8 4.1 25.01-30 27.50 9.5 5.0 30.01-35 32.50 11.2 5.9 35.01130 37.50 12.9 6.8 40.01-45 42.50 14.7 7.7 45.01-50 47.50 16.4 8.6 50.01-55 52.50 18.1 9.5 55.01-60 57.50 19.8 10.4 60.01-65 62.50 21.6 11.3 65.01-70 67.50 23.3 12.2 70.01-75 72.50 25.0 13.1 75.01-80 77.50 26.7 14.0 80.01-85 82.50 28.5 14.9 85.01-90 87.50 30.2 15.8 90.01-95 92.50 31.9 16.7 95.01-100 97.50 33.6 17.6 100.01-105 102.50 35.4 18.5 105.01-110 107.50 37.1 19.4 110.01-115 112.50 38.8 20.3 115.01-120 117.50 40.5 21.2 120.01-125 122.50 42.3 22.2 125.01-130 127.50 44.0 23.1 130.01-135 132.50 45.7 24.0 135.01-140 137.50 47.4 24.9 140.01-145 142.50 49.2 25.8 145.01-150 147.50 50.9 26.7 150.01-155 152.50 52.6 27.6 155.01-160 157.50 54.3 28.5 160.01-165 162.50 56.1 29.4 165.01-170 167.50 57.8 30.3 170.01-175 172.50 59.5 31.2 (Continued) (To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 2591-E Akbar Jazaveri Date Filed Jun 10, 2011 Decision Vice President Effective Jul 10, 2011 4C16 55A-56 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 48626-E Rosemead, California (U 338-E) Cancelling Original Cal. PUC Sheet No. 48036-E (To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 2591-E Akbar Jazaveri Date Filed Jun 10, 2011 Decision Vice President Effective Jul 10, 2011 5C17 55A-57 Resolution Schedule LS -1 Sheet 5 LIGHTING - STREET AND HIGHWAY -UNMETERED SERVICE (T) COMPANY-OWNED SYSTEM (Continued) SPECIAL CONDITIONS (Continued) 1. Kilowatthours For Lamp Type and Size: (Continued) Light Emitting Diode (LED) Lamps kWh per Lamp per Month Lamp Watts Lamps Watts Including Driver Loss Multiple Service kWh""` Including Driver Loss"' Mid -Point Range**** All Night Midnight 175.01-180 177.50 61.2 32.1 180.01-185 182.50 63.0 33.0 185.01-190 187.50 64.7 33.9 190.01-195 192.50 66.4 34.8 195.01-200 197.50 68.1 35.7 200.01-205 202.50 69.9 36.6 205.01-210 207.50 71.6 37.5 210.01-215 212.50 73.3 38.4 215.01-220 217.50 75.0 39.3 220.01-225 222.50 76.8 40.2 225.01-230 227.50 78.5 41.1 230.01-235 232.50 80.2 42.0 235.01-240 237.50 81.9 42.9 240.01-245 242.50 83.7 43.9 245.01-250 247.50 85.4 44.8 250.01-255 252.50 87.1 45.7 255.01-260 257.50 88.8 46.6 260.01-265 262.50 90.6 47.5 265.01-270 267.50 92.3 48.4 270.01-275 272.50 94.0 49.3 275.01-280 277.50 95.7 50.2 280.01-285 282.50 97.5 51.1 285.01-290 287.50 99.2 52.0 290.01-295 292.50 100.9 52.9 295.01-300 297.50 102.6 53.8 300.01-305 302.50 104.4 54.7 305.01-310 307.50 106.1 55.6 310.01-315 312.50 107.8 56.5 315.01-320 317.50 109.5 57.4 320.01-325 322.50 111.3 58.3 325.01-330 327.50 113.0 59.2 330.01-335 332.50 114.7 60.1 335.01-340 337.50 116.4 61.0 340.01-345 342.50 118.2 61.9 345.01-350 347.50 119.9 62.8 350.01-355 352.50 121.6 63.7 (Continued) (To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 2591-E Akbar Jazaveri Date Filed Jun 10, 2011 Decision Vice President Effective Jul 10, 2011 5C17 55A-57 Resolution aj EDISON Southern California Edison Revised Cal. PUC Sheet No. 51704-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 48627-E Schedule LS -1 Sheet 6 LIGHTING - STREET AND HIGHWAY -UNMETERED SERVICE COMPANY-OWNED SYSTEM (Continued) Kilowatthours For Lamp Type and Size: (Continued) Light Emitting Diode (LED) Lamps (Continued) *** Lamp Wattage is based on the total wattage consumption of the lamp and driver **** The Mid -Point Range of the Lamp Watts including driver, is established by deducting 2.5 Watts from the highest wattage of the corresponding range in the "Lamp Watts Including Driver" column. ***** The energy use calculation for All Night Service is (Mid -Point Range watts) x (4,140 hours/12 months/1000). The same calculation is used for Midnight service except that the hours of service is replaced with 2,170 hours. (To be inserted by utility) Advice 2860-E Decision sc7 Issued by AkbarJazaveri Vice President 55A-58 (D) (To be inserted by Cal. PUC) Date Filed Mar 12, 2013 Effective Apr 11, 2013 Resolution kWh per Lamp per Month Lamp Watts Lamps Watts Including Driver Loss Multiple Service kWh***** Including Driver Loss*** - Mid -Point Range**** All Night Midnight 355.01-360 357.50 123.3 64.6 360.01-365 362.50 125.1 65.6 365.01-370 367.50 126.8 66.5 370.01-375 372.50 128.5 67.4 375.01-380 377.50 130.2 68.3 380.01-385 382.50 132.0 69.2 385.01-390 387.50 133.7 70.1 390.01-395 392.50 135.4 71.0 395.01-400 397.50 137.1 71.9 *** Lamp Wattage is based on the total wattage consumption of the lamp and driver **** The Mid -Point Range of the Lamp Watts including driver, is established by deducting 2.5 Watts from the highest wattage of the corresponding range in the "Lamp Watts Including Driver" column. ***** The energy use calculation for All Night Service is (Mid -Point Range watts) x (4,140 hours/12 months/1000). The same calculation is used for Midnight service except that the hours of service is replaced with 2,170 hours. (To be inserted by utility) Advice 2860-E Decision sc7 Issued by AkbarJazaveri Vice President 55A-58 (D) (To be inserted by Cal. PUC) Date Filed Mar 12, 2013 Effective Apr 11, 2013 Resolution cl nuro„�u EDISON Southern California Edison Revised Cal. PUC Sheet No. 52412-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 48628-E Schedule LS -1 Sheet 7 LIGHTING - STREET AND HIGHWAY -UNMETERED SERVICE COMPANY-OWNED SYSTEM (Continued) SPECIAL CONDITIONS (Continued) 2. Standard Installation: A standard installation includes an overhead multiple service installation where SCE furnishes bracket or mast arm construction and standard luminaire attached to a wood pole. SCE is responsible for all installation costs associated with the initial street light installation, as (N) well as ongoing maintenance and replacement service when SCE has determined that such replacement is necessary. The installed cost of the Standard Installation is established by Commission Decision in SCE's General Rate Case proceeding. All facilities installed shall become and remain the sole property of SCE. (N) 3. Other Than Standard Installation: a. Prior to January 1, 2014: (N) (1) Installation and Payment Provision: Where the applicant requests the installation of (T) an other than standard (OTS) Installation and the request is acceptable to SCE, SCE will install the requested equipment provided the OTS street light, installation, design, labor and material is in accordance with SCE's design and engineering specifications, and the applicant agrees to advance the amount invoiced for the installation, as described in 3.a.(2) below. For an underground service installation, the, Applicant is responsible for furnishing and installing any necessary conduit, structures, excavating, backfilling and restoration of the pavement in accordance with SCE's specifications. SCE will retain ownership of the facilities, and will be responsible for ongoing maintenance and replacement service when SCE has determined that such replacement is necessary. Advances made for other than a standard installation will not be refunded. (T) (2) Wood Pole Allowance Provision: For OTS Installations where SCE installs the (N) requested equipment, as described in Special Condition 3.a(1) above, the applicant is required to pay the estimated difference between the OTS installed costs and the Wood Pole Allowance. This amount will be invoiced by SCE, and the customer must satisfy both of the following conditions before January 1, 2014 for the provision of the Wood Pole Allowance to apply: (a) A complete street light design package must be submitted to SCE including the SCE street light authorization form completed by the applicable public authority, and; I (b) The SCE invoice for the proposed streetlight facilities must be paid in full. (N) (D) (L) (To be inserted by utility) Advice 2872-E Decision 13-03-031 rens Issued by AkbarJazaveri Vice President 55A-59 (To be inserted by Cal. PUC) Date Filed Mar 29, 2013 Effective Apr 1, 2013 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 55658-E Rosemead, California (U 338-E) Cancelling Original Cal. PUC Sheet No. 52413-E Schedule LS -1 Sheet 8 LIGHTING - STREET AND HIGHWAY -UNMETERED SERVICE COMPANY-OWNED SYSTEM (Continued) SPECIAL CONDITIONS (Continued) 3. Other Than Standard Installation: (Continued) b. Starting on January 1, 2014: (1) Installation and Payment Provision: Effective January 1, 2014, where the applicant requests an OTS Installation, and the request is acceptable to SCE, the requested equipment will be installed pursuant to Installation Options (a) or (b), below: (T) (a) Applicant -Installed: The applicant provides the OTS street light, installation, labor and material (cable and related electrical facilities) of OTS by the applicant's qualified contractor or sub -contractor in accordance with SCE's design and engineering specifications, covers all costs associated with the installation of the OTS street light facility (including furnishing and installing any necessary conduit, structures, excavation, backfill and restoration of the pavement in accordance with SCE's specifications), pays SCE for system inspections and upon completion of facility installation and subsequent acceptance by SCE, the applicant transfers and conveys ownership of all installed structures and facilities to SCE. SCE will be responsible for ongoing maintenance and replacement service when SCE has determined that such replacement is necessary. (b) SCE -Installed: The applicant requests SCE to provide the OTS street light installation, design, labor and material in accordance with SCE's design and engineering specifications, and the applicant agrees to advance the full cost of the installation. For an underground service installation, the Applicant is responsible for furnishing and installing any necessary conduit, structures, excavation, backfill and restoration of the pavement in accordance with SCE's specifications. SCE will retain ownership of the facilities, and will be responsible of ongoing maintenance and replacement service when SCE has determined that such replacement is necessary. Advances made for OTS Installations will not be refunded. (2) Wood Pole Allowance Provision: Effective January 1, 2014, SCE will discontinue granting the Wood Pole Allowance to applicants under this Schedule. 4. Hours of Service: Under SCE's standard all night operating schedule approximately 4,140 hours of service per year will be furnished. Under SCE's midnight service operating schedule approximately 2,170 hours of service per year will be furnished. (To be inserted by utility) Advice 3118-E Decision BC13 Issued by Megan Scott-Kakures Vice President 55A-60 (To be inserted by Cal. PUC) Date Filed Oct 23, 2014 Effective Nov 22, 2014 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 52414-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 48629-E Schedule LS -1 Sheet 9 (T) LIGHTING - STREET AND HIGHWAY -UNMETERED SERVICE COMPANY-OWNED SYSTEM (Continued) SPECIAL CONDITIONS (Continued) 5. Other Than All Night Service a. Where the customer requests the installation and/or removal of equipment in order to obtain Midnight Service and such request is acceptable to SCE, SCE will comply with such request provided the customer first agrees to pay to SCE the estimated cost installed of any additional equipment required and/or the removal cost of equipment currently installed. Such payments will not be refunded and shall be paid in advance or in installments acceptable to SCE over a period not to exceed three years. Facilities installed in connection with such requests become and remain the sole property of SCE. b. Total non -energy charge(s) shown under the RATES section shall be applicable under this Schedule when SCE has been requested to discontinue the existing service by the customer and the customer has stipulated, in writing, that the facilities are to be left in place for future use. 6. Removal, Relocation or Modification of Facilities: a. Where street lighting service and facilities are ordered removed by a customer and such facilities, or any part thereof, were in service for a period of less than 10 years (120 consecutive months), the customer shall pay to SCE a nonrefundable amount equal to the total estimated cost installed less any customer contribution, plus the estimated cost of removal less the estimated net salvage value of the facilities. b. Where street lighting service and facilities were ordered removed or modified by a customer and such service and facilities, or their equivalent, are ordered reinstalled within 36 months from the date of the order to remove or to modify, the customer shall pay to SCE, in advance of the reinstallation, a nonrefundable amount equal to the cost of removal or modification of the prior facilities and the estimated cost of such reinstallation. (To be inserted by utility) Advice 2872-E Decision 13-03-031 sc21 Issued by Akbar Jazaveri Vice President 55A-61 (To be inserted by Cal. PUC) Date Filed Mar 29, 2013 Effective Apr 1, 2013 Resolution EDISON SouthernCaliforniaEdison Revised Cal. PUC Sheet No. 52415-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 48630-E Schedule LS -1 Sheet 10 (T) LIGHTING - STREET AND HIGHWAY -UNMETERED SERVICE COMPANY-OWNED SYSTEM (Continued) SPECIAL CONDITIONS (Continued) 6. Removal, Relocation or Modification of Facilities: (Continued) C. Where street lighting facilities are ordered modified and/or relocated by a customer, the customer shall pay to SCE, in advance of such modification and/or relocation, a nonrefundable amount equal to the estimated cost of such modification and/or relocation. This includes facilities that now serve street light load only, but that may have been installed originally to serve other than street light load. d. Facilities removed or installed remain the sole property of SCE. Requirements and Restrictions: a. The applicant for street light service shall specify the type of service, lamp size, and location of street lights. b. Service shall not be furnished under this Schedule where location, mounting height, and/or other considerations are unacceptable to SCE. C. The installation of street lighting equipment and facilities hereunder is contingent upon SCE obtaining easements, rights of way, and highway permits satisfactory to SCE for the required poles, lines, equipment, and facilities. d. In accordance with Rule 4, a written contract for a term of not less than one year and not more than five years is required in order to receive street light service under the provisions of this Schedule. e. Should the applicant not commence using the street lighting in a bona fide manner within ninety (90) days after date of completion and installation of a street light or street lighting system requested by the applicant, SCE will bill, and the applicant shall pay, the applicable non -energy (other charges) portion of the lamp charge(s). (To be inserted by utility) Advice 2872-E Decision 13-03-031 IOC21 Issued by AkbarJazaveri Vice President 55A-62 (To be inserted by Cal. PUC) Date Filed Mar 29. 2013 Effective Apr 1, 2013 Resolution EDISON SouthernCaliforniaEdison Rosemead, California (U 338-E) Revised Cal. PUC Sheet No. 52416-E Cancelling Revised Cal. PUC Sheet No. 48041-E Schedule LS -1 Sheet 11 LIGHTING - STREET AND HIGHWAY COMPANY-OWNED SYSTEM (Continued) SPECIAL CONDITIONS (Continued) 8. Timed Auxiliary Power Device Adaptor (TAP): a. This service is available under the terms and conditions stated below. An annual charge per device, found in the RATES section of this Schedule, plus a one-time set up administrative fee and a per modification administrative fee of $65.00 per account plus Energy Charges billed at the LS -1 Midnight Service rate. b. A Standard Installation shall consist of an individual TAP installed on SCE -owned ornamental street lighting pole. C. This rate option is only available to governmental agencies who are the customer of record for ornamental street lighting service. A written Application and Agreement is required for service in conjunction with SCE -owned ornamental street lighting poles. d. SCE will install the requested TAP and the installed TAP shall remain the sole property of SCE. e. The installation of the applicant's holiday lighting decorations and hanger assemblies shall be in accordance with SCE's specifications. f. The applicant shall specify the number of TAPs required. Billing will be based on the manufacturers' 300 watt rating for each device and the hours of operation. g. At the time of installation of the TAP and annually thereafter until such TAP has been removed, the customer will be required to pay the annual charge. h. In no case shall the granting of permission to install lighted holiday decorations for use with a TAP device on SCE's ornamental poles give the applicant any additional rights. (To be inserted by utility) Advice 2872-E Decision 13-03-031 »c20 Issued by AkbarJazayeri Vice President 55A-63 (T) (To be inserted by Cal. PUC) Date Filed Mar 29, 2013 Effective Apr 1, 2013 Resolution EDISON Southern California Edison Revised Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 52417-E Cal. PUC Sheet No. 48042-E Schedule LS -1 Sheet 12 LIGHTING - STREET AND HIGHWAY COMPANY-OWNED SYSTEM (Continued) SPECIAL CONDITIONS (Continued) 9. Maintenance: SCE shall exercise reasonable care and diligence in maintaining its street light facilities or SCE -owned attachments thereto. Where SCE experiences, or expects to experience, maintenance costs exceeding its normal maintenance expense resulting from, but not limited to, vandalism, SCE may require the customer to pay the excess maintenance expense. 10. Liability of SCE: SCE shall not, by taking action pursuant to its tariffs, be liable for any loss, damage, or injury, established or alleged, which may result, or be claimed to result, therefrom. 11. Differential Facilities Rate: Where a governmental agency (applicant) requests and SCE agrees to install facilities which are in addition to the Standard Installation (differential facilities), the differential facilities installed costs shall be borne by the applicant. In addition, where an applicant requests and SCE agrees to acquire the applicants series street light system, the difference between the cost of the facilities to convert the series system to multiple service and the cost of the Standard Installation, shall be borne by the applicant. At the option of SCE, the applicant may pay the differential facilities installed costs as a monthly charge in lieu of a one-time payment. The monthly charge is equal to 1.2 percent times the differential facilities total installed costs. A Schedule LS -1 Differential Facilities Rate Agreement is required for service under this Special Condition. 12. Parking Lot Lighting Service: An "Agreement For Parking Lot Lighting Service SCE -Owned System Schedule LS -1" (Form 14-685) shall be required for parking lot lighting service under this Schedule. (To be inserted by utility) Advice 2872-E Decision 13-03-031 Issued by AkbarJazaveri Vice President (To be inserted by Cal. PUC) Date Filed Mar 29, 2013 Effective Apr 1, 2013 12620 55A-64 Resolution (T) EDISON Southern California Edison Rosemead, California (U 338-E) Revised Cal. PUC Sheet No. 52418-E Cancelling Revised Cal. PUC Sheet No. 49437-E Schedule LS -1 Sheet 13 LIGHTING - STREET AND HIGHWAY COMPANY-OWNED SYSTEM (Continued) SPECIAL CONDITIONS (Continued) 13. Billing Calculation: A customer's bill is calculated according to the rates and conditions above. The charges listed in the RATES section are calculated by multiplying the Total Delivery Service rates and the Generation rates, when applicable, by the billing determinants (e.g., per kilowatt [kW], kilowatthour [kWh], etc.). As of January 1, 2012, all generation supplied to Bundled Service Customers is provided by SCE. The DWR Energy Credit provided to Bundled Service Customers is determined by multiplying the DWR Energy Credit rate component by the customer's total kWhs. a. Bundled Service Customers receive Delivery Service and Generation service from SCE. The customer's bill is the sum of the charges for Delivery Service and Generation service determined, as described in this Special Condition, and subject to applicable discounts or adjustments provided under SCE's tariff schedules. b. Direct Access Customers receive Delivery Service from SCE and purchase energy from an Energy Service Provider. The customer's bill is the sum of the charges for Delivery Service determined as described in this Special Condition except that the DWRBC rate component is subtracted from the Total Delivery Service rates before the billing determinants are multiplied by such resulting Total rates; plus the applicable charges as shown in Schedule DA -CRS and subject to applicable discounts or adjustments provided under SCE's tariff schedules. C. CCA Service Customers receive Delivery Service from SCE and purchase energy from their Community Choice Aggregator (CCA). SCE will read the meters and present the bill for both Delivery and Generation Services to the CCA Service Customer. The customer's bill is the sum of the charges for Delivery Service as displayed in this Rate Schedule and Generation charges determined by the CCA plus the applicable charges as shown in Schedule CCA -CRS, and subject to applicable discounts or adjustments provided under SCE's tariff schedules. (To be inserted by utility) Advice 2872-E Decision 13-03-031 f3C22 Issued by AkbarJazaveri Vice President 55A-65 (T) (To be inserted by Cal. PUC) Date Filed Mar 29. 2013 Effective Apr 1, 2013 Resolution EDISON Southern California Edison Original Cal. PUC Sheet No. 57073-E Rosemead, California (U 338-E) Cancelling Cal. PUC Sheet No. Schedule LS -1 Sheet 14 LIGHTING - STREET AND HIGHWAY COMPANY-OWNED SYSTEM (Continued) SPECIAL CONDITIONS (Continued) 14. Option E: Option E, Energy Efficiency - Light Emitting Diode (LED) Fixture Replacement Customers electing to have SCE replace its existing street lighting fixtures with LED street lighting fixtures to achieve energy efficiency benefits for the customer may elect this Option instead of the Base LED lamp charge, which applies to customers that elect an upfront lump sum payment for LED fixture replacement costs. Customers with decorative street lighting fixtures may also elect to be served under this Option; however an up -front one-time payment of the differential cost between the decorative light fixture and a non -decorative light fixture is required. Customers electing this Option are subject to the monthly rates in Option E in the RATES section, which include an Energy Efficiency Premium Charge (EEPC) and a Base LED Charge. Customers must sign Form 14-965, Schedule LS -1 Option E, Energy Efficiency -LED Fixture Replacement Rate Agreement (Agreement) to qualify for this Option and will be subject to a term of 20 years (Term). At the end of the Term, the customer will be moved from Option E to the Base LED Charge of this Schedule. The customer may terminate the Agreement at any time within the Term upon a 30 -day advance written notice, provided that the customer, prior to or within the 30 -day notice period, assigns the Agreement to any New Party In (NPI) that owns, rents or leases the premises with the street lighting fixtures replaced under this Option and will take service under Option E of this Schedule effective as of the date of termination; otherwise, the customer shall pay a one-time termination charge equal to the balance of the EEPC of Option E over the remaining Term. The NPI will pay the Option E monthly charges for the remaining Term pursuant to the terms and conditions of Form 14-965 and Option E of this Schedule. (To be inserted by utility) Advice 3241-E Decision 14-10-046 14C35 Issued by R.O. Nichols Senior Vice President 55A-66 (To be inserted by Cal. PUC) Date Filed Jun 30, 2015 Effective Jun 1, 2016 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 61034-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 60360-E Schedule LS -2 Sheet 1 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE APPLICABILITY Applicable to unmetered service for the lighting of streets, highways, other public thoroughfares, and publicly -owned and publicly -operated automobile parking lots which are open to the general public, where the customer owns the street lighting equipment including, but not limited to, the pole, mast arm, luminaire and lamp, and all connecting cable in a street light system. TERRITORY Within the entire territory served. RATES 38 Watt LS -2 LED: ((0.03917+0.03972)*12.9)+2.29 = $3.31 NSGC' I NDC4 I PPPC' -$tkwhUmp/Wnth All Night Service 0.00720(1) 0,01240(R) 0.00510(1) 0.00001(1) 0.00854(1) 0.00549(1)0.00043(1) P.p.3= 0.00000(1) Midnight Service 0.00720(1) 0.01240(R) 0.00510(1) 0.00001(1) 0.00854(1) 0.00549(1)0.00043(1) 0.03917(1) 0.03972(1) 0.00000(1) e folloneng Options are appllwble where SCE is resonated to provide a single feed point to service a customer -o med street light system More the customer pmvitlas a nt ofconnection for a single SCE owned photoionucllerto control all street lights in the system Night/Mc night Service Charge Incandescent edended Service Lamps - $ILamplManth 0.75 0.75 ncury Vapor Lartps- SlLamp/Month 0.75 0.75 iht Enitting Diode(LED) Lamps - $/Lanno Month 0.75 0.75 lh Pressure Sodium Vapor Lamps -$/L2mplMonth 0.75 0.75 x Pressure Sodium Vapor Lamps - $/LanplMonth 0.75 0.75 �tal Halide Laws -S4amanNonth 0.75 0.75 luction Lamps - StiarlplMonth 0.75 0.75 Dthar Lames-$ rmelMonth 0.75 0.75 The kilowatt hours used to determine the Energy Charge for the lamp types and sizes served under this Schedule are shown in the Special Conditions section, below. The ongoing Competition Transition Charge (CTC) of $0.00000 per kWh is recovered in the UG component of Generation. 1 Trans = Transmission and the Transmission Owners Tariff Charge Adjustments (TOTCA) which are FERC approved. The TOTCA represents the Transmission Revenue Balancing Account Adjustment (TRBAA) of $(0.00129) per kWh, Reliability Services (R) Balancing Account Adjustment (RSBAA) of $0.00010 per kWh, and Transmission Access Charge Balancing Account Adjustment (I) (TACBAA) of $(0.00012) per kWh. 3 NSGC = New System Generation Charge 4 NDC = Nuclear Decommissioning Charge 5 PPPC = Public Purpose Programs Charge (includet 6 DWRBC = Department of Water Resources (DWF Service and Direct Access Customers, as defined it 7 PUCRF = The PUC Reimbursement Fee is describe 8 Total = Total Delivery Service rates are applicable Service (CCA Service) Customers, except DA and Schedule but instead pay the DWRBC as provided 9 Generation = The Generation rates are applicable c 10 DWREC = Department of Water Resources (DWR) Calculation Special Condition of this Schedule. (To be inserted by utility) Advice 3515 -E-A Decision Alternate Rates for Energy Surcharge where applicable.) arge. The DWR Bond Charge is not applicable to exempt Bundled ant to D.02-10-063. D.02-02-051. and D.02-12-082. to Bundled Service, Direct Access (DA) and Community Choice Aggregation CCA Service Customers are not subject to the DWRBC rate component of this )y Schedule DA -CRS or Schedule CCA -CRS. my to Bundled Service Customers. Energy Credit- For more information on the DWR Energy Credit, see the Billing Issued by Caroline Choi Senior Vice President 101 55A-67 (To be inserted by Cal. PUC) Date Filed Dec 21, 2016 Effective Jan 1, 2017 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 59300-E' Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 57888-E Schedule LS -2 Sheet 2 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) RATES (Continued) The following Options are applicable where SCE is requested to provide a service connection point to feed a customerawned sleet light with a customer -owned photocell All Night/Midnight Service Charge Incandescent Extended Service Lamps -$/Lamp/Month 2.29(R) 229(R) Mercury Vapor Lamps - S/Lamp/Month 2.29(R) 2.29(R) J9R—Q555''na o"�cee("LlLa pSmp nt R;2� 2( (g) High Pressure Sodium Vapor Lamps-S/Lamp/Month 2.29 (R) 2.29 (R) Low Pressure Sodium Vapor Lamps -$/Lamp/Month 2.29(R) 2.29(R) Metal Halide Lamps -$/Lamp/Month 2.29(R) 2.29(R) Induction Lamps - $/Lampimonth 2.29(R) 229(R) All Other Lamps -$/Lamp/Month 2.29(R) 2.29(R) " The ongoing Competition Transition Charge (CTC) of $0.00000 per kWh is recovered in the UG component of Generation. 1 Trans = Transmission and the Transmission Owners Tariff Charge Adjustments (TOTCA) which are FERC approved. 2 Distrbtn = Distribution 3 NSGC = New System Generation Charge 4 NDC = Nuclear Decommissioning Charge 5 PPPC = Public Purpose Programs Charge (includes California Alternate Rates for Energy Surcharge where applicable.) 6 DWRBC = Department of Water Resources (DWR) Bond Charge. The DWR Bond Charge is not applicable to exempt Bundled Service and Direct Access Customers, as defined in and pursuant to D.02-10-063, D.02-02-051, and D.02-12-082. 7 PUCRF = The PUC Reimbursement Fee is described in Schedule RF -E. 8 Total = Total Delivery Service rates are applicable to Bundled Service, Direct Access (DA) and Community Choice Aggregation Service (CCA Service) Customers, except DA and CCA Service Customers are not subject to the DWRBC rate component of this Schedule but instead pay the DWRBC as provided by Schedule DA -CRS or Schedule CCA -CRS. 9 Generation = The Generation rates are applicable only to Bundled Service Customers. 10 DWREC = Department of Water Resources (DWR) Energy Credit — For more information on the DWR Energy Credit, see the Billing Calculation Special Condition of this Schedule. (To be inserted by utility) Advice 3401-E Decision 16-03-030 Issued by R. O. Nichols Senior Vice President (To be inserted by Cal. PUC) Date Filed May 2, 2016 Effective Jun 1. 2016 2C7 55A-68 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 61035-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 59301-E' Schedule LS -2 Sheet 3 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) RATES (Continued) I Trans' I Dislrbtn2 I NSGCs I NDC' I PPPC' I DWRBCsI PUCRF'1 Totals I UG" 1DWREC10 All NghUMdnight Service Charge Ircandescent Extended Service Lamps -$/Lamp/Month 11.07 11.07 MercuryVapor Lamps -$/Lamp/Month 11.07 11.07 High Pressure Sodium Vapor Lamps -$/Lamp/Month 11.07 11.07 Low Pressure Sodium Vapor Lamps -$/Lamp/Month 11.07 11.07 Metal Halide Lamps -$/Lamp/Month NIA NIA All Other Lamps - $ILamp/Month 11.07 11.07 Series Service Power Factor Charge' - tfcvar 0.55 0.55 Service Voltage Discount, -$/kWh 0.00000 0.00000 (0.00109)(R) IWAR losses for the Series Service Power Factor Charge are calculated in accordance with Special Condition 14. The ongoing Competition Transition Charge (CTC) of $0.00000 per kWh is recovered in the UG component of Generetion. 1 Trans = Transmission and the Transmission Owners Tariff Charge Adjustments (TOTCA) which are FERC approved. 2 Distrbtn=Distnbution 3 NSGC= New System Generation Charge 4 NDC = Nuclear Decommissioning Charge 5 PPPC = Public Purpose Programs Charge 6 DWRBC = Department of Water Resources (DWR) Bond Charge. The DWR Bond Charge is not applicable to exempt Bundled Service and Direct Access Customers, as defined in and pursuant to D.02-10-063, D.02-02-051, and D.02-12-082. 7 PUCRF = The PUC Reimbursement Fee is described in Schedule RF -E. 8 Total = Total Delivery Service rates are applicable to Bundled Service, Direct Access (DA) and Community Choice Aggregation Service (CCA Service) Customers, except DA and CCA Service Customers are not subject to the DWRBC rate component of this Schedule but instead pay the DWRBC as provided by Schedule DA -CRS or Schedule CCA -CRS. 9 Generation =The Generation rates are applicable only to Bundled Service Customers. 10 DWREC = Department of Water Resources (DWR) Energy Credit— For more information on the DWR Energy Credit, see the Billing Calculation Special Condition of this Schedule. (To be inserted by utility) Advice 3515 -E-A Decision Issued by Caroline Choi Senior Vice President (To be inserted by Cal. PUC) Date Filed Dec 21, 2016 Effective Jan 1, 2017 301d 55A-69 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 59302-E' Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 53502-E Schedule LS -2 Sheet 4 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) RATES (Continued) Incandescent Extended Service Lamps. $/LamplMonth WA WA Mercury Vapor Lamps. $/Lamp/Mont WA WA High Pressure Sodium Vapor Lamps-$/Lamp/Menth 50 Watt 0.65(R) 0.65(R) 70 Watt 0.65 0.65 100 Watt 0.65 0.65 150 Watt 0.65 (R) 0.65 (R) 200W It 066 0.66 250 Watt 0.65(R) 0.65(R) 310 Watt WA WA 400 Watt 0.65(R) 0.65(R) Low Pressure Sodium Vapor Lamps. $/Lamp/Month WA WA Metal Halide Lamps. $/Lamp/Month WA WA All Other Lamps. $ILamplMonlh WA WA The ongoing Competition Transition Charge (CTC) of $0.00000 per kWh is recovered in the UG component of Generation. 1 Trans = Transmission and the Transmission Owners Tariff Charge Adjustments (TOTCA) which are FERC approved. 2 Distrbtn = Distribution 3 NSGC = New System Generation Charge 4 NDC = Nuclear Decommissioning Charge 5 PPPC = Public Purpose Programs Charge 6 DWRBC = Department of Water Resources (DWR) Bond Charge. The DWR Bond Charge is not applicable to exempt Bundled Service and Direct Access Customers, as defined in and pursuant to D.02-10-063, D.02-02-051, and D.02-12-082. 7 PUCRF = The PUC Reimbursement Fee is described in Schedule RF -E. 8 Total = Total Delivery Service rates are applicable to Bundled Service, Direct Access (DA) and Community Choice Aggregation Service (CCA Service) customers, except DA and CCA Service customers are not subject to the DWRBC rate component of this Schedule but instead pay the DWRBC as provided by Schedule DA -CRS or Schedule CCA -CRS. 9 Generation = The Generation rates are applicable only to Bundled Service Customers. 10 DWREC = Department of Water Resources (DWR) Energy Credit— For more information on the DWR Energy Credit, see the Billing Calculation Special Condition of this Schedule. (To be inserted by utility) Advice 3401-E Decision 16-03-030 4011 Issued by R. O. Nichols Senior Vice President 55A-70 (To be inserted by Cal. PUC) Date Filed May 2, 2016 Effective Jun 1, 2016 Resolution EDISON SouthernnCaI''if ornia Edison Revised Cal. PUC Sheet No. 41547-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 35135-E Schedule LS -2 Sheet 5 (T) LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) SPECIAL CONDITIONS 1. Ownership of Facilities: a. For multiple systems SCE will deliver service at 120, 120/240 volts, or, at the option of SCE, at 240/480 or 277/480 volts, three wire, single phase. For existing series systems (installed prior to October 25, 1981) SCE will furnish and maintain constant current regulating transformers and deliver service at the secondary side of such transformers. b. The customer will furnish and maintain all utilization equipment beyond the point of delivery except for switching equipment and where the customer has elected the Optional Relamp Service provided by SCE in accordance with Special Condition 5. C. New or modified installations normally shall be multiple service installations. New or modified series installations shall be made only where, in the opinion of SCE, it is practical to supply series service. d. For new or modified series installations requiring a new constant current regulating transformer, the customer shall furnish and maintain the transformer; and service will be delivered at the primary side of the transformer. (To be inserted by utility) Issued by Advice 2041-E AkbarJazaveri Decision 06-06-067 Vice President 501 55A-71 (To be inserted by Cal. PUC) Date Filed Sep 8, 2006 Effective Oct 1, 2006 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 41548-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 41171-E Schedule LS -2 Sheet 6 (T) LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) SPECIAL CONDITIONS (Continued) 2. Service Connections and Distribution Extensions: a. The point or points of service connection shall be mutually agreed upon by SCE and the customer. b. Distribution line extensions to reach a street light or a street light system shall be in accordance with the applicable Rule 15. 3. Switching and Related Facilities: For All Night or Midnight Service under SCE's standard operating schedules, SCE will furnish, operate, and maintain, the necessary switching facilities. All auxiliary relay equipment, irrespective of voltage, not furnished by SCE, but required in connection with providing street lighting service, shall be furnished, installed, and maintained by the customer in accordance with SCE's requirements. 4. Hours of Service: Under SCE's standard All Night Service operating schedule approximately 4,140 hours of service per year will be furnished, and under SCE's standard Midnight Service operating schedule approximately 2,170 hours of service per year will be furnished. Service for other operating schedules is not available under this Schedule. 5. Optional Relamp Service: Closed to all new installations. Optional relamp service will be provided at the request of the customer. The charges thereunder shall be in addition to any other applicable charges. After the original lamp installation, relamp service will be furnished by SCE as soon as practicable after notification by the customer. Relamp service is provided only for the high pressure sodium vapor lamps listed on this Schedule for which charges are shown. At the time of relamping, SCE will clean the refractor, or install replacement refractors furnished by the customer, as required. This service will be provided only where, in the opinion of SCE, no undue hazard or expense will result because of location, mounting height, or other reason. (To be inserted by utility) Advice 2041-E Decision 06-06-067 6C13 Issued by AkbarJazaveri Vice President 55A-72 (To be inserted by Cal. PUC) Date Filed Sep 8, 2006 Effective Oct 1, 2006 Resolution J EDISON Southern California Edison Revised Cal. PUC Sheet No. 41549-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 35137-E Schedule LS -2 Sheet 7 (T) LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) SPECIAL CONDITIONS (Continued) 6. Removal of Equipment: Where SCE -owned street lighting service and/or facilities were ordered removed by a customer and such service and/or facilities, or their equivalent, are ordered reinstalled within 36 months from the date of the order to remove, the customer shall pay to SCE in advance of reinstallation a nonrefundable amount equal to the cost of removal of the prior facilities and the estimated cost of such reinstallation. SCE -owned facilities removed or installed remain the sole property of SCE. 7. Modification of Facilities: Where the customer requests a modification of SCE -owned facilities serving customer -owned street light facilities, and such modifications are acceptable to SCE, SCE will perform the requested modifications, provided the customer agrees to pay the cost of said modifications. 8. Midnight Service: Where the customer requests the installation and/or removal of equipment in order to take Midnight Service, and such request is acceptable to SCE, SCE will comply with such request provided the customer first agrees to pay to SCE the estimated cost installed of any additional equipment required and/or the removal cost of any equipment currently installed. Such payments will not be refunded and shall be paid in advance or in installments acceptable to SCE over a period not to exceed three years. Facilities installed in connection with such requests become and remain the sole property of SCE . 9. Contract: In accordance with Rule 4, a written contract for a term of not less than one year and not more than five years is required in order to receive street light service under the provisions of this Schedule. Should the customer terminate service within 36 months of the date service is first supplied, the customer shall pay to SCE the cost of installation plus the cost of removal less salvage for any SCE -owned facilities installed to supply the customer's street light service. (To be inserted by utility) Advice 2041-E Decision 06-06-067 7C13 Issued by Akbar Jazaveri Vice President 55A-73 (To be inserted by Cal. PUC) Date Filed Sep 8, 2006 Effective Oct 1, 2006 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 41550-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 35138-E (To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 2041-E Akbar Jazaveri Date Filed Sep 8, 2006 Decision 06-06-067 Vice President Effective Oct 1, 2006 BC13 Resolution 55A-74 Schedule LS -2 Sheet 8 (T) LIGHTING -STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) SPECIAL CONDITIONS (Continued) 10. Kilowatthours: The kilowatthours used to determine the Energy Charge and the Voltage Discount shall be as follows: Nominal Lamp Rating kWh per Lamp Per Month" Lamp Load Including Ballast - Watts Multiple Service kWh Series Service kWh Average Lamp Initial Multiple Series A B C D Wattage Lumens Service Service All Night Midnight All Night Midnight Incandescent Lamps Extended Service " 103 1,000 103 75 35.535 18.633 29.528 15.488 202 2,500 202 164 69.690 36.542 64.567 33.866 327 4,000 327 248 112.815 59.154 97.638 51.212 448 6,000 448 347 154.560 81.043 136.614 71.656 690 10,000 690 578 238.050 124.821 227.559 119.357 Mercury Vapor Lamps 100 4,000 131 125 45.195 23.698 51.675 27.113 175 7,900 216 207 74.520 39.074 85.574 44.898 250 12,000 301 285 103.845 54.451 117.819 61.817 400 21,000 474 445 163.530 85.747 183.963 96.521 700 41,000 803 760 277.035 145.263 314.184 164.844 1,000 55,000 1,135 1,070 391.575 205.322 442.338 232.083 When an account has more than one lamp, the total kWh will be the kWh per lamp per month lamp rating to three decimal places multiplied by the number of lamps. " Represents Extended Service lamps only. For Group Replacement and Regular Service Lamps see Special Condition 11. (Continued) (To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 2041-E Akbar Jazaveri Date Filed Sep 8, 2006 Decision 06-06-067 Vice President Effective Oct 1, 2006 BC13 Resolution 55A-74 EDISON Southern California Edison Revised Cal. PUC Sheet No. 48932-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 45423-E' Schedule LS -2 Sheet 9 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) SPECIAL CONDITIONS (Continued) 10. Kilowatthours: (Continued) Nominal Lamp Rating Lamp Load Including Ballast/Generator - Watts kWh per Lamp Per Month' Multiple Service kWh Series Service kWh (To be inserted by utility) Advice 2629-E Decision 9C8 Issued by AkbarJazaveri Vice President 55A-75 (To be inserted by Cal. PUC) Date Filed Sep 15, 2011 Effective Oct 15, 2011 Resolution Average Lamp Initial Multiple Series A B C D Wattage Lumens Service Service All Night Midnight All Night Midnight High Pressure Sodium Vapor Lamps 50 4,000 58 64 20.010 10.492 30.746 16.134 70 5,800 83 85 28.635 15.015 40.834 21.429 100 9,500 117 121 40.365 21.165 58.128 30.504 150 16,000 193 174 66.585 34.914 83.590 43.865 200 22,000 246 233 84.870 44.501 111.933 58.739 250 27,500 313 N/A 107.985 56.622 N/A N/A 310 37,000 383 N/A 132.135 69.285 N/A N/A 400 50,000 485 N/A 167.325 87.737 N/A N/A Low Pressure Sodium Vapor Lamps 35 4,800 63 51 21.735 11.397 24.225 12.709 55 8,000 84 72 28.980 15.196 34.200 17.942 90 13,500 131 130 45.195 23.698 61.750 32.396 135 22,500 182 185 62.790 32.924 87.875 46.102 180 33,000 229 219 79.005 41.426 104.025 54.575 Metal Halide 70 5,500 94 N/A 32.430 16.998 N/A N/A 100 8,500 129 N/A 44.505 23.328 N/A N/A 150 12,000 178 N/A 61.410 32.188 N/A N/A (N) 175 12,000 215 N/A 74.175 38.879 N/A N/A 250 19,500 295 N/A 101.775 53.346 N/A N/A 400 32,000 458 N/A 158.010 82.822 N/A N/A 1000 100,000 1080 N/A 372.600 195.300 N/A N/A 1500 150,000 1605 N/A 553.725 290.238 N/A N/A Induction Lamps 23 N/A 25 N/A 8.625 4.521 N/A N/A 40 N/A 41 N/A 14.137 7.410 N/A N/A 55 N/A 56 N/A 19.185 10.056 N/A N/A 65 N/A 69 N/A 23.805 12.478 N/A N/A 80 N/A 82 N/A 28.428 14.901 N/A N/A 85 N/A 88 N/A 30.293 15.878 N/A N/A 100 N/A 105 N/A 36.225 18.988 N/A N/A 120 N/A 123 N/A 42.410 22.229 N/A N/A 150 N/A 155 N/A 53.303 27.939 N/A N/A 165 N/A 170 N/A 58.566 30.698 N/A N/A 200 N/A 210 N/A 72.450 37.975 N/A N/A ' When an account has more than one lamp, the total kWh will be the kWh per lamp per month lamp rating to three decimal places multiplied by the number of lamps. (To be inserted by utility) Advice 2629-E Decision 9C8 Issued by AkbarJazaveri Vice President 55A-75 (To be inserted by Cal. PUC) Date Filed Sep 15, 2011 Effective Oct 15, 2011 Resolution Levi .=_I EDISOeN Southern California Edison Revised Cal. PUC Sheet No. 48631-E Rosemead, California (U 338-E) Cancelling Original Cal. PUC Sheet No. 45424-E (To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 2591-E Akbar Jazaveri Date Filed Jun 10, 2011 Decision Vice President Effective Jul 10, 2011 ,oc,e Resolution 55A-76 Schedule LS -2 Sheet 10 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) SPECIAL CONDITIONS (Continued) 10. Kilowatthours: (Continued) Light Emitting Diode (LED) Lamps kWh per Lamp per Month Lamp Watts Lamps Watts Including Driver Loss Multiple Service kWh*'** (T) Including Driver Loss** Mid -Point Range*** All Night Midnight (T) 0-5 2.50 0.9 0.5 5.01-10 7.50 2.6 1.4 10.01-15 12.50 4.3 2.3 15.01-20 17.50 6.0 3.2 20.01-25 22.50 7.8 4.1 25.01-30 27.50 9.5 5.0 30.01-35 32.50 11.2 5.9 1350 X50 1i2:9 6.8 40.01-45 42.50 14.7 7.7 45.01-50 47.50 16.4 8.6 50.01-55 52.50 18.1 9.5 55.01-60 57.50 19.8 10.4 60.01-65 62.50 21.6 11.3 65.01-70 67.50 23.3 12.2 70.01-75 72.50 25.0 13.1 75.01-80 77.50 26.7 14.0 80.01-85 82.50 28.5 14.9 85.01-90 87.50 30.2 15.8 90.01-95 92.50 31.9 16.7 95.01-100 97.50 33.6 17.6 100.01-105 102.50 35.4 18.5 105.01-110 107.50 37.1 19.4 110.01-115 112.50 38.8 20.3 115.01-120 117.50 40.5 21.2 120.01-125 122.50 42.3 22.2 125.01-130 127.50 44.0 23.1 130.01-135 132.50 45.7 24.0 135.01-140 137.50 47.4 24.9 140.01-145 142.50 49.2 25.8 145.01-150 147.50 50.9 26.7 150.01-155 152.50 52.6 27.6 155.01-160 157.50 54.3 28.5 160.01-165 162.50 56.1 29.4 165.01-170 167.50 57.8 30.3 170.01-175 172.50 59.5 31.2 (Continued) (To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 2591-E Akbar Jazaveri Date Filed Jun 10, 2011 Decision Vice President Effective Jul 10, 2011 ,oc,e Resolution 55A-76 EDISON Southern California Edison Revised Cal. PUC Sheet No. 48632-E Rosemead, California (U 338-E) Cancelling Original Cal. PUC Sheet No. 45425-E (To be inserted by utility) Advice 2591-E Decision ncn Issued by AkbarJazayeri Vice President 55A-77 (To be inserted by Cal. PUC) Date Filed Jun 10, 2011 Effective Jul 10, 2011 Resolution Schedule LS -2 Sheet 11 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) 10. Kilowatthours: (Continued) Light Emitting Diode (LED) Lamps (Continued) kWh per Lamp per Month Lamp Watts Lamps Watts Including Driver Loss Multiple Service kWh**** (T) Including Driver Loss** Mid -Point Range*** All Night Midnight (T) 175.01-180 177.50 61.2 32.1 180.01-185 182.50 63.0 33.0 185.01-190 187.50 64.7 33.9 190.01-195 192.50 66.4 34.8 195.01-200 197.50 68.1 35.7 200.01-205 202.50 69.9 36.6 205.01-210 207.50 71.6 37.5 210.01-215 212.50 73.3 38.4 215.01-220 217.50 75.0 39.3 220.01-225 222.50 76.8 40.2 225.01-230 227.50 78.5 41.1 230.01-235 232.50 80.2 42.0 235.01-240 237.50 81.9 42.9 240.01-245 242.50 83.7 43.9 245.01-250 247.50 85.4 44.8 250.01-255 252.50 87.1 45.7 255.01-260 257.50 88.8 46.6 260.01-265 262.50 90.6 47.5 265.01-270 267.50 92.3 48.4 270.01-275 272.50 94.0 49.3 275.01-280 277.50 95.7 50.2 280.01-285 282.50 97.5 51.1 285.01-290 287.50 99.2 52.0 290.01-295 292.50 100.9 52.9 295.01-300 297.50 102.6 53.8 300.01-305 302.50 104.4 54.7 305.01-310 307.50 106.1 55.6 310.01-315 312.50 107.8 56.5 315.01-320 317.50 109.5 57.4 320.01-325 322.50 111.3 58.3 325.01-330 327.50 113.0 59.2 330.01-335 332.50 114.7 60.1 335.01-340 337.50 116.4 61.0 340.01-345 342.50 118.2 61.9 345.01-350 347.50 119.9 62.8 350.01-355 352.50 121.6 63.7 (To be inserted by utility) Advice 2591-E Decision ncn Issued by AkbarJazayeri Vice President 55A-77 (To be inserted by Cal. PUC) Date Filed Jun 10, 2011 Effective Jul 10, 2011 Resolution EDISOpN Southern California Edison Revised Cal. PUC Sheet No. 48633-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 45426-E Schedule LS -2 Sheet 12 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) 10. Kilowatthours: (Continued) Light Emitting Diode (LED) Lamps (Continued) Lamp Watts Includino Driver Loss" 355.01-360 360.01-365 365.01-370 370.01-375 375.01-380 380.01-385 385.01-390 390.01-395 395.01-400 Lamps Watts Includino Driver Loss Mid -Point Range"' 357.50 362.50 367.50 372.50 377.50 382.50 387.50 392.50 397.50 kWh per Lamp per Month Multiple Service kWh"" All Night Midnight 123.3 64.6 125.1 65.6 126.8 66.5 128.5 67.4 130.2 68.3 132.0 69.2 133.7 70.1 135.4 71.0 137.1 71.9 Lamp Wattage is based on the total wattage consumption of the lamp and driver. Customer may be required to provide verification of total energy consumption of lamp and driver upon request by SCE. The Mid -Point Range of the Lamp Watts including driver, is established by deducting 2.5 Watts from the highest wattage of the corresponding range in the "Lamp Watts Including Driver' column. The energy use calculation for All Night Service is (Mid -Point Range watts) x (4,140 hours/12 months/1000). The same calculation is used for Midnight service except that the hours of service is replaced with 2,170 hours. 11. Lamp Loads: SCE will provide service under this Schedule to street light lamps which are not listed on this Schedule provided that a lamp load, including lamp wattage and ballast, can be reliably established by SCE. In addition to the extended service incandescent lamps listed above in Special Condition 10, SCE has determined a lamp load wattage rating for the following lumen rated regular and group replacement incandescent lamps to be used to determine the Energy Charge Components. (To be inserted by utility) Advice 2591-E Decision Issued by AkbarJazaveri Vice President 12Cn 55A-78 (To be inserted by Cal. PUC) Date Filed Jun 10, 2011 Effective Jul 10, 2011 Resolution (T) (T) EDISOpN Southern California Edison Revised Cal. PUC Sheet No. 45427-E** Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 41552-E Schedule LS -2 Sheet 13 (T) LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) SPECIAL CONDITIONS (Continued) 11. Lamp Loads: (Continued) Incandescent Wattage Per Lamp Average Multiple Service Series Service Initial Group Group Lumens Regular Replacement Regular Replacement 600 55 58 42 44 800 N/A N/A 57 N/A 1,000 85 92 61 64 2,500 175 189 143 152 4,000 268 295 213 226 6,000 370 405 316 332 10,000 575 620 525 565 15,000 800 860 755 822 25,000 N/A N/A 1,275 N/A The kilowatthours for the above regular and group replacement lamps or any unlisted lamps shall be determined in accordance with the provisions of Special Condition 12, below. 12. Kilowatthour Per Lamp per Month For Nonstandard Lamps: The total monthly kWh usage for (C) each type of service shall be computed by applying the following Hours per kW billing factors to the applicable lamp load (including ballast/driver/generator, if applicable) wattage rating. The kWh shall be computed to the nearest Watt-hour. (C) Hours Per Month Per kW of Lamp Load (C) Mercury High Pressure Low Pressure Metal Other (N) Incandescent Vapor Sodium Vapor Sodium Vapor Halide Lamps (N) Type of Service: All Night Service Multiple Service* 345.0 345.0 345.0 345.0 345.0 345.0 (N) Series Service'*' 393.7 413.4 480.4 475.0 N/A N/A (N) Midnight or Equivalent Service Multiple Service** 180.9 180.9 180.9 180.9 180.9 180.9 Series Service*'* 206.5 216.9 252.1 249.2 N/A N/A kWh Per Lamp Per Month=Hours Per Month Per kW of Lamp Load x kW Per Lamp (including ballast(driver/generator if applicable) ' All Night Service Multiple Service Hours Per Month Per kW of Lamp Load = (4,140 hours/12 months) _ 345 hours Midnight Service Multiple Service Hours Per Month Per kW of Lamp Load = (2,170 hours/12 months) _ 180.9 hours Series Services Hours Per Month Per kW of Lamp Load applies the same formula as Multiple Service except that it is adjusted for Line Loss Factor. (To be inserted by utility) Advice 2360-E Decision 13C36 Issued by Akbar Jazaveri Vice President 55A-79 (N) (N) (To be inserted by Cal. PUC) Date Filed Jul 17, 2009 Effective Aug 17, 2009 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 51812-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 45428-E Schedule LS -2 Sheet 14 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) SPECIAL CONDITIONS (Continued) 13. Charges for Nonstandard Lamps: Nonstandard Lamps are lamps for which a monthly charge is not listed in this Schedule. Where a lamp is not listed in this Schedule, the monthly charge is computed by first computing the applicable kWh for the lamp. The kWhs are computed by applying the method provided in Special Condition 12 for Other Lamps. Where manufacturer's information is not available for rated wattage consumption, the customer must provide third party documentation before SCE will accept lamps for this Schedule. The Energy Charge is calculated using the rates shown in the RATES section, above. The total monthly lamp charge for nonstandard lamps is the sum of the monthly lamp charge as shown in the RATES section for all other lamps, plus the Energy Charge. For Series Service Lamps, the Energy Charge is adjusted for Voltage Discount, and the total lamp charge increased for Series Service Power Factor. 14. Energy Efficient Street Lights — Where Customers permanently install energy efficient streetlights under the terms of this Schedule and the total energy use cannot be verified through industry standards or other documentation acceptable to SCE, the customer may be required to provide verifiable documentation to SCE's satisfaction regarding the total energy consumption of the lamp and driver. All fixtures that include the capability of adjustable light wattage settings will be billed at the maximum wattage setting. 15. Limited testing of emerging Streetlight technologies will be allowed under this Schedule. Such test installations are subject to approval by SCE. Testing is limited to existing streetlight fixtures and the total energy consumption per fixture must not exceed current energy use per fixture. Additional energy efficient streetlight fixtures installed will also be subject to billing under the current rate upon the approval of SCE. The test period will not exceed 12 months. 16. Series Service Power Factor: The kVAR losses for the Series Service Power Factor charge shall be calculated by multiplying the applicable series service kW lamp load from Special Condition 10 by the applicable kVAR demand loss factor shown below: kVAR Demand Loss Factor (kVAR Loss/kW load) High Pressure Low Pressure Incandescent Mercury Vapor Sodium Vapor Sodium Vapor 2.133 2.953 5.270 7.067 17. Voltage Discount: Bundled Service, CCA Service, and Direct Access customers will have the Distribution rate component of the applicable Delivery Charges reduced by the corresponding Voltage Discount amount for service metered and delivered at the applicable voltage level as shown in the RATES section above. In addition, Bundled Service Customers will have the Utility Generation (UG) rate component of the applicable Generation charges reduced by the corresponding Voltage Discount amount for service metered and delivered at the applicable voltage level as shown in the RATES section. (To be inserted by utility) Advice 2861-E Decision 14CII Issued by AkbarJazaveri Vice President 55A-80 (T) (To be inserted by Cal. PUC) Date Filed Mar 13, 2013 Effective Apr 12, 2013 Resolution EDISON Southern California Edison Revised Cal. PUC Sheet No. 49442-E Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 45429-E Schedule LS -2 Sheet 15 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE (Continued) SPECIAL CONDITIONS (Continued) 18. Billing Calculation: A customer's bill is calculated according to the rates and conditions above. The charges listed in the RATES section are calculated by multiplying the Total Delivery Service (T) rates and the Generation rates, when applicable, by the billing determinants (e.g., per kilowatt [kW], kilowatthour [kWh], Mover [kVa] etc.). As of January 1, 2012, all generation supplied to Bundled Service Customers is provided by (N) SCE. The DWR Energy Credit provided to Bundled Service Customers is determined by multiplying the DWR Energy Credit rate component by the customer's total kWhs. (N) (D) a. Bundled Service Customers receive Delivery Service and Generation service from SCE. (T) The customer's bill is the sum of the charges for Delivery Service and Generation service (T) determined, as described in this Special Condition, and subject to applicable discounts or adjustments provided under SCE's tariff schedules. b. Direct Access Customers receive Delivery Service from SCE and purchase energy from an Energy Service Provider. The customer's bill is the sum of the charges for Delivery Service determined as described in this Special Condition except that the DWRBC rate component is subtracted from the Total Delivery Service rates before the billing determinants are multiplied by such resulting Total rates; plus the applicable charges as shown in Schedule DA -CRS and subject to applicable discounts or adjustments provided under SCE's tariff schedules. C. CCA Service Customers receive Delivery Service from SCE and purchase energy from their Community Choice Aggregator (CCA). SCE will read the meters and present the bill for both Delivery and Generation Services to the CCA Service Customer. The customer's bill is the sum of the charges for Delivery Service as displayed in this Rate Schedule and Generation charges determined by the CCA plus the applicable charges as shown in Schedule CCA -CRS, and subject to applicable discounts or adjustments provided under SCE's tariff schedules. (To be inserted by utility) Advice 2648 -E-A Decision 15C15 Issued by AkbarJazaveri Vice President 55A-81 (To be inserted by Cal. PUC) Date Filed Dec 27, 2011 Effective Jan 1, 2012 Resolution 55A-82 EXHIBIT 4 VM ALLLING ATNNCE BUI CITY OF SANTA ANA Streelight Report Evaluation Summary 12526 High Bluff Drive Suite 345, San Diego, CA 92130 www.absenergy.com 55A-83 June 2017 (858)333-4775 Contractor's License # 1008135 [ jM BUILDING SOLUTIONS, Introduction The City of Santa Ana directed Alliance Building Solutions, Inc. (ABS) to perform a non -biased third -party review of a recent Streetlight Audit performed by Tanko Lighting. The purpose of the review is to provide a professional evaluation of the results of the audit, including proposed project scope, proposed cost, realized savings, and return on investment (1101). The following documents were provided to ABS for the evaluation: • SontaAno TankoAudit 052317 T1— Excel file with streetlighting inventory information • SantoAna CityAudit 052317 TI — Excel file with streetlighting inventory information • Santa Ana Streetlight Purchase Feasibility Study v2— PDF file explaining the results of the audit and proposed project financial analysis. When reviewing these reports, it is important to understand the different rate structures that the utility, Southern California Edison (SCE), has for streetlights. Detailed information regarding these rate schedules can be found through their website: www.sce.com. A brief summary of the streetlight rates is below: • LS -1 (for purchase) o SCE owned streetlights that meet the requirements to be purchased by the City • LS-1(not for purchase) • LS -3 o SCE owned streetlights that do not meet the requirements to be purchased by the City o City owned lights with an unmetered service. The cost of energy for these streetlights is based on stipulated calculations o City owned lights with a metered service. The cost of energy for these streetlights is based on actual metered energy use The Streetlight Purchase Feasibility Study compares its findings to that of SCE's findings and lists the discrepancies. ABS did not receive the report of findings from SCE and based this report solely on the Streetlight Feasibility Study provided by Tanko. It has been noted that the Streetlight Purchase Feasibility Study states that it is based on preliminary quantities and financial models that will be further refined as the project progresses. In addition, the two excel files provided to ABS had significant data gaps, resulting in assumptions based on the Feasibility Study provided and industry standards. These data gaps and resulting assumptions are explained further in the following section. 12526 High Bluff Drive Suite 345, San Diego, CA 92130 www.absenergy.com 55A-84 (858)333-4775 Contractors License # 1008135 [jr3ALLIATNCEINC Evaluation Below is a summary table of the streetlight inventory resulting from the two Excel files provided to ABS. Please note that there are 306 LS -1 lights that do not specify whether or not they are available for City purchase. In addition, there are 773 High Pressure Sodium (HPS) lamps with an unknown existing wattage and 1,090 lights with an unknown lamp type and unknown existing wattage. These data gaps are addressed further in this report. Rate LS -1 for Purchase Lamp HPS Existing Watts 50 Quantity 3 HPS 70 36 HPS 100 5,339 HPS 150 475 HPS 200 1,504 HPS 250 145 HPS 400 292 HPS Unknown 66 LED Various 29 LS -1 not for Purchase HPS 50 25 HPS 70 135 HPS 100 2,174 HPS 150 154 HPS 200 745 HPS 250 22 HPS 400 33 HPS Other 56 LS -1 not specified HPS 70 25 HPS 100 149 HPS 150 20 HPS 200 85 HPS 250 8 HPS 400 14 HPS Other 5 LS -2 / LS -3 HPS 100 14 HPS 150 102 HPS 200 27 HPS 250 43 HPS 310 4 HPS 400 4 HPS Unknown 503 LED Various 1,615 Unknown Unknown 1,090 12526 High Bluff Drive Suite 345, San Diego, CA 92130 www.absenergy.com 55A-85 (858)333-4775 Contractor's License # 1008135 [ jM ALLIATNNCE Evaluation (continued) To work with the data gaps mentioned previously, ABS cross-referenced the data in the Excel files with the Streetlight Purchase Feasibility Study. By doing so, ABS was able to assume whether or not the non- specified LS -1 lights were for Purchase and also assume the unknown lamps and wattages to be the same as the proposed project's average streetlight. This analysis results in the assumption that about 9,681 of the 14,946 City's streetlights are available to convert to LED. ABS worked with vendors and contractors to provide an estimated cost to this scope of work assuming that the City would hire a project manager to deal with the subcontractors and vendors directly. These numbers were back -checked with historic industry standards and the Streetlight Purchase Feasibility Study. The estimated savings was also calculated using these assumptions with the results illustrated in the below table: Estimated Current Cost $1,391,660 Estimated Proposed Cost $422,837 Annual Savings $968,822 Savings calculations for streetlights is a straightforward process as described in the Tanko Feasibility Study. When the above value is compared to the Feasibility Study's Annual Energy Cost Savings ($1,012,459), there is less than a 5% difference, verifying the assumptions made due to lack of data are reasonably accurate for this report. In addition to project cost and savings, ABS evaluated the scope of work the Tanko Feasibility Study recommended and the resulting City cash-flow and return on investment. The Tanko Feasibility Study's project includes a Remote Monitoring System for all purchasable LS -1 and City owned LS -2 and LS -3 streetlights and an annual maintenance & software fee over the 20 -year life of the project. These scope items will be discussed in further detail in the Conclusions / Recommendations section. The Tanko Feasibility Study's project cash flows are illustrated below: 12526 High Bluff Drive Suite 345, San Diego, CA 92130 www.absenergy.com 55A-86 (858)333-4775 Contractors License ft 1008135 E[n ALLIANCEINC Evaluation (continued) Tanko Lighting Streetlight Purchase Feasibility Study's Proposed Project Cashflows: 20 Year Savings Annual Energy Costs & Savings Annual Maintenance Costs & Savings Year Existing Costs Newcosts Savings Existing Costs New Internal NewTanko Savings Maint.Costs Malnt; Costs 1 $1.512,590 ... $500,132 $1,012,459 ,_ .__ $0 $252.714 �_�$25L]3< 2 __._ I $1527716 ' _ $505133 F $1,022,583, (. _ $0 I _ � $252,714, 4254714 3 �$1542,993 ) 030_9 r $1 2,8 - $0 t...,�� $252714 �_ $252.]14 4 i $1558423 _-5510184 $515,286 .__ $1043,137 r $0 ��---, _ $256,160 -$256,160 5 $1.5 008 $520439 $1,053,569 ;_ $0 r $256,1611 $256.160 6 - _ r $15897x8 $5256L3 r. _ $1064104 I $0 r _J 5256,160 , -5256,160 7 i _ 51605645 $530900 _ _ $1 W4765 L___�__ 0 $1621 ]02 _ $536209, $1,085.493 ' -- -- L .__ _ _ $0 r� �__s..�-- $259.606 f -$259.606 .;_._ 9 _ . � $163],919. �„ $541.5]] 1 - - ___ $1,096,348 I' v .. $259,606 30 - _ $1654298 $546966 $1307,3111 L $0 $263,052 r $263,052 11 . _ $16]0841 t $552456, $1118,384 I _ $0 I $25505, $263,052 -5288,558 12 1 _ _$1687549 t. $55],981 v $1129,568 $0 $26,526 i $263051. _$289578 13 $1764425^. $563561 $1140,864 d _ $0 $1]587, $266,498 � -3_294.085 14 _ $1]21469 r $569196 L $1._18.27_3 L _ $0. i.__ $28690 $266,498 ` -$295,188 ]3868 ; $1.16 3,]_5 9 . $.2 9v5_.3-3615 $1]5600 $]1]_4 __. .$9838 $3I6 1031 95 I _$300,976 17 $1773631 f $58444 r 6. $1187,188 j $0 ( $32272 5269,945 -$302,217 _:. $1,791,367 �`$5923W $1199,059 i $0 $33563 $169,945 $303_,508 19 � 11,813,261 f $598231', � $1,211.050 $0 r $34,906 $273,391 -$30&296 20 $1827,374 $504.213 $0 �,__ $36,302 $2733911 x_ $309,693 Total: -----_ $73,305,731 _ _$1223.160 $11,012398 _ ____ $22293,333 r.._' - --_20 .. $0 � _ $306,220 $5250708 _^ M9 . _ $5856,928 Total Costs & Savings Year Existing Energy+ New Energy+ Annual Loan New Costs (Incl. Rebate Incentive Savings Maint. Costs Maint. Costs Payment Loan 1 -__ _ - _ $1,512,590 i _-_ -_ I -- �_... __� __ - _ _ $863,074 .$723,965' _ .__r $891,955 _ $620,635' 2 _$752_846 $1527716 �_ $757.847 $863,074 P $0 (_ ` __ $1620,921 r -$93.205 3 I_ $1542,993 __ $762,898 1 _ $863,074 $0' �_ $1625972 _ 582.979 4 $1551,423 $771,446 .$863074 $0 r $1634,520 -$76,097. 5 $1574,008 r $776.599 i I $Os f $1639673 I -$65,666 6 _ {• $1589748 L._ $781,803 _,$863074 _ $863074 --- ^- $0 _ _ I $1674,878 L $55.130 7 $1605645 $790,506 $863074 -- -_� $1653580. 8 , $1621702 �^ $795,815 --$863074 $0 $1658889 y^ _^ _-$47,935 _ $37,188 9 (-„ _ $1637919 » $801177 L. $863974 r - -- - .. $0 ., , _ $16E42511 _ $26,333 _ 30$1654,298 a $810.039$1673.113 .3 $1&815 11 $16708411 I $841,014 $863074 $0 1 $1704088 $33,248 12 _ $1687,544 i.-. $847,559 `-i_ $863074 _ ( 13 1.. $1704425 ff $857,646 - $863074 _ y $0. I $1720720 0 ^, $16.295 14 i�- $1721,469 C $864;385$1727459 �.� $5,990 15 $1738,684 'r $871,224 �. $863,074 $0 $1734299 $4,33 5 16 . �_ $1,756_07,0, $881613 _. $0 _ $0 ( $881,613., $674,456 17...__ $1773 631' i , _ _ $888.660 , _ _ .�..:... .. $0 r. 18- $1791,36 I „- $895 816 I $0 _ _ $0-_ _ _ $895816 (_ _ $895.557 19 $1,809,2811 C $9g6_527� r $906,527 $902,754 ZO _ x$1827,374 _ $913,906 $0, $0 pL- $913,90fi 68 Total: _$33,305,731 r--_$165®.326 $12,946,114]-- -_ --- $723,965 $28,791,474-�$'1S14,i57, 12526 High Bluff Drive Suite 345, San Diego, CA 92130 www.absenergy.com 55A-87 (858)333-4775 Contractors License # 1008135 Ems{ BUILDING SOLUTIONS, Recommendations The below table compares the proposed Tanko project to the project ABS would recommend to be considered by the City. If the City considers these recommendations, the initial Acquisition / Conversation project would be reduced by about $2,800,000. These recommendations would result in about a $8,600,000 reduction over the 20 -year life of system life. These results and recommendations are explained in further detail below. LS-1 Acquisition Costs Recorn.mencled $3,679,122 $3,895,693 LED Conversion Costs $3,184,799 $5,686,015 5 % Contingency $343,196 $479,085 Subtotal $7,207,117 $10,060,793 Rebate $723,965 $723,965 Project Total $6,483,152 $9,336,828 20 year Internal Maint. Cost 1 $306,220 $306,220 20 year Other Maint. / Software Cost I $0 $5,250,708 LS -1 Acquisition Costs • The reduction of cost is due to Tanko's Audit resulting in finding additional poles to purchase from SCE • It is typically very difficult and timely to revise and negotiate the terms of SCE's Acquisition Study • If additional streetlights are found to qualify for City purchase from SCE, ABS would recommend using the contingency already in the project LED Conversation Costs • The reduction of cost is due to: o Simplifying the project implementation by hiring a project manager to buy the new LED lights direct and manage a sub -contract to install o Removing the remote monitoring system from the scope • These systems do not save energy or money • All streetlights on the LS -2 rate scheduled are billed based on a standard calculation, so modifying control will not result in savings Currently there is no standard for adding power consuming accessories (remote monitoring systems) to streetlights on the LS -2 rate The cost for these systems is high compared to the benefits of knowing when lights go out and any complex features that may be added to them These systems are still relatively new to the industry and are known to be difficult to commission and cause issues that didn't previously exist 12526 High Bluff Drive Suite 345, San Diego, CA 92130 (858) 333-4775 www.absenergy.com Contractors License # 1008135 55A-88 Jif ALLILDING ATNNCE INC Recommendations (continued) LED Conversation Costs (continued) • The reduction of cost is due to: o Removing the additional poles from the scope • The Tanko audit shows 33 poles that should be added due to their underlighting study and recommends a total 150 additional poles due to other reasons • Unless it is a high priority to the City, these additional lights only add cost It is unclear if Tanko also accounted forthe additional energy cost the poles will result it. Over the 20 -year lifespan of the 33 / 150 poles, it would cost around $33,000 / $147,000 respectively Maintenance / Software Costs • LED streetlights typically have a 10 -year warranty. It can be assumed that during this time, internal maintenance efforts will be minimal/nothing • LED streetlights typically have around a 100,000 burn -hour lifespan. This results in about 24 years of an expected effective life • By eliminating the unnecessary remote monitoring system described above and associated software/maintenance, the City will save over $250,000 a year As indicated in their report and cashflows, the Tanko project would be cashflow positive the first year (because of the rebate), then the project would have a negative cashflow for the next 13 years, resulting in the City needing additional funds to pay for the project. If the City considers a project similar to that described above, cashflow would be positive every year, resulting in substantial money saved to the City. The project would also be paid for 5 years faster. See below for a Total Program Summary Table and the following page for an example recommended project cash-flow. Item Program Cost w/ interest RecommendedLine Project w/ 10 -year Loan $8,572,953 Tanko Project w/ 15 -year .. $12,946,114 Maintenance / Software Cost (20years) $306,216 $5,556,928 Program Savings (Energy Savings+ Rebate) $22,474,210 $23,017,298 Net Program Savings $13,177,292 $4,514,256 Difference from Tanko Project $8,663,036 12526 High Bluff Drive Suite 345, San Diego, CA 92130 www.absenergy.com 55A-89 (858)333-4775 Contractors License # 1008135 ( ) \ \^ \ \ {\\ j ! ` ! S - O CAnIOl1 u INDEX TO LEGAL DOCUMENTS BANK -QUALIFIED, APPROPRIATION -BASED, ESCROW FUNDED TAX-EXEMPT EQUIPMENT LEASE -PURCHASE AGREEMENT DATED APRIL 6, 2018 BY AND BETWEEN HOLMAN CAPITAL CORPORATION And THE CITY OF SANTA ANA Lease Documents Tab I: Equipment Lease -Purchase Agreement; Tab 2: Exhibit A - Equipment Schedule; Tab 3: Exhibit B — Notice and Acknowledgment of Assignment; Tab 4: Exhibit C -I —Insurance Coverage Request; Tab 5: Exhibit C-2 — Self -Insurance Rider (if applicable); Tab 6: Exhibit D - Essential Use Certificate; Tab 7: Exhibit E - Incumbency Certificate; Tab 8: Exhibit F - Opinion of Lessee's Counsel; Tab 9: Exhibit G — Bank Qualified Certificate; Tab 10: Exhibit H - Post Issuance Tar Compliance Procedures Tab 11: Exhibit I- Escrow Agreement and Form of Acceptance Certificate; Tab 12: Resolution of Lessee; Tab 13: UCC -1 Financing Statement with attached Schedule A (prepared and filed by Investor); Tab 14: Foran 8038-G; Tab 15: Closing Memorandum/Payment Proceeds Direction; and Tab 16: Vendor Contract & Warranty Holman Capital HOLMAN CAPITAL CORPORATION City of Santa Anal Holman Caphl Corporation Equipment Lease -Purchase Agreement Page 0 of 11 April 6, 2018 TAB 1 55A-92 EQUIPMENT LEASE -PURCHASE AGREEMENT 1. Agreement. Subject to the terms and conditions contained in this Equipment Lease -Purchase Agreement dated April 6, 2018 (this "Lease Agreement!'), HOLMAN CAPITAL CORPORATION, as lessor ("Lessor"), whose mailing address is 25201 Paseo de Alicia, Suite 290, Laguna Hills, CA 92603, hereby purchases from and agrees to sell, transfer and lease back to the CITY OF SANTA ANA, as lessee ("Lessee"), whose mailing address is 20 Civic Center Plaza, Santa Ana, CA 92702, and Lessee hereby sells to and agrees to acquire, purchase and lease back from Lessor, the items of personal property (together with any replacement parts, additions, substitutions, repairs or accessories now or hereafter incorporated in or affixed to it, hereinafter referred to collectively as the "Equipment") described in Exhibit A attached hereto. 2. Term. The term of this Lease Agreement (the "Lease Term') begins as of the Commencement Date stated in Exhibit A and shall continue so long as any amounts remain unpaid hereunder. The Lease Term will terminate upon the fust to occur of: (a) the exercise by Lessee of the option to purchase the Equipment pursuant to Paragraph 10, (b) Lessor's election to terminate this Lease Agreement pursuant to Paragraph 16, (c) Lessee's option to terminate this Lease Agreement pursuant to the second paragraph of Section 3, and (d) the payment by Lessee of all sums required to be paid by Lessee hereunder. 2.5, Escrow Agreement. On the Commencement Date, Lessor and Lessee shall enter into an escrow agreement (an "Escrow Agreement') dated the Commencement Date, between Lessor, Lessee, and Signature Bank, as escrow agent, relating to the escrow fund ( "Escrow Fund') created thereunder. On the Commencement Date, Lessor shall deposit: $7,052,662.00 into the Escrow Fund to be held in escrow and applied upon the express terms and conditions of the Escrow Agreement. The monies and investments held in the Escrow Fund shall be used only for the acquisition of the Equipment $7,047,662.00 and for the payment of issuance costs $5,000.00, which shall be disbursed as provided for in the Closing Memorandum of even date herewith. 3. Rental Payments. Lessee agrees to pay the rental payments hereunder for the Lease Term in the amounts and on the dates identified in Exhibit A. Payment of all rental payments and other amounts payable hereunder shall be made to Lessor at its above -stated address or as it shall otherwise designate in writing. As set forth in Exhibit A, a portion of each rental payment is paid as, and represents payment of, interest, and the balance of each rental payment is paid as, and represents payment of, principal. Notwithstanding any provision to the contrary in this Lease Agreement, Lessee may terminate this Lease Agreement at the end of any fiscal year of Lessee as identified in Exhibit A (a "Fiscal Year") if sufficient funds are not appropriated by Lessee's Governing Body to pay rental payments and other amounts due hereunder during the next succeeding Fiscal Year (an "Event of Nonappropriation'). Lessee hereby agrees to notify Lessor at least 30 days prior to the last day of its then current Fiscal Year of the occurrence of an Event of Nonappropriation or, if nonappropriation has not occurred by that date, promptly upon the occurrence of an Event of Nonappropriation. Lessee represents and warrants that: (a) it has made sufficient appropriations or has other legally available funds to pay all rental payments hereunder due (if any) during the current Fiscal Year hereunder ending on June 30, 2018; (b) the officer of Lessee responsible for budget preparation will do all things lawfully within his/her power to obtain appropriated funds for the payment of rental payments and other amounts required to be paid hereunder in each next succeeding Fiscal Year for the Lease Term with the understanding that any such appropriation is within the sole discretion of the Lessee's Governing Body; and (c) Lessee aclmowledges that Lessor has relied upon these representations as an inducement to enter into this Lease Agreement. If an Event of Nonappropriation hereunder shall occur, Lessee agrees to comply with the provisions of Section 16(c) and (d), if and as applicable, on or before the effective date of termination. City of Santa Ana / Holman Capital Corporation Equipment 1.case-Purchase Agreement 55A-93 Page I of 11 April 6,2018 **40 55A-94 Lessee's obligation to pay rental payments and any additional amounts payable hereunder constitutes a current obligation payable exclusively from legally available funds and shall not be construed to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement. 4. Essentiality. Subject to Paragraph 3 of this Lease Agreement, Lessee's present intention is to make rental payments for the Lease Term as long as it has sufficient appropriations or, if any/applicable, other legally available funds. Lessee represents that, with respect hereto, (a) the use and operation of the Equipment is essential to its proper, efficient, and economic governmental operation and (b) the functions performed by the Equipment could not be transferred to other equipment available for its use. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last rental payment scheduled to be paid hereunder. On the Commencement Date, Lessee shall complete and provide Lessor a certificate in the form of Exhibit D. 5. Disclaimer of Warranties. LESSEE REPRESENTS THAT IT HAS SELECTED THE EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO FINANCE THE SAME. LESSEE AGREES THAT LESSOR HAS NOT MADE ANY, AND MAKES NO, REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO ANYMATTER WHATSOEVER, INCLUDING (WITHOUT LIMITATION) THE SUITABILITY OF THE EQUIPMENT, ITS DURABILITY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS CONDITION, ITS CAPACITY, ITS OPERATION, ITS PERFORMANCE, ITS DESIGN, ITS MATERIALS, ITS WORKMANSHIP AND/OR ITS QUALITY. AS BETWEEN LESSEE AND LESSOR, LESSEE LEASES, PURCHASES AND ACQUIRES THE EQUIPMENT "AS IS" "WHERE IS" AND "WITH ALL FAULTS." Lessor hereby assigns to Lessee, to the extent that it may lawfully do so, so long as no Event of Default and no Event of Nonappropriation shall have occurred and be continuing hereunder, all rights and benefits that Lessor may have under any warranty, guaranty or the like that may be made with respect to the Equipment by the Vendor thereof (as such term is defined in Exhibit A hereto). Lessor shall not be liable to Lessee or any third party for any loss, damage, injury or expense of any kind or nature caused directly or indirectly by any of the Equipment or the use or maintenance thereof or any defect therein, the failure of operation thereof or by any interruption of service or loss of use thereof or for any loss of business or damage whatsoever and howsoever caused: Lessor makes no warranty as to the treatment of this Lease Agreement for tax• or accounting purposes or as to the compliance of the Equipment with applicable government regulations or requirements. Lessee agrees to look solely to the Vendor for any claim arising from any defect, breach of warranty, failure or delay in delivery, mis-delivery or inability to use the Equipment for any reason whatsoever and Lessee's obligations to Lessor hereunder shall not in any manner be affected thereby, including (without limitation) Lessee's obligations to pay Lessor all rental payments and other amounts payable hereunder. Lessee has selected both the Equipment and the Vendor and acknowledges that Lessor has not participated in any way in Lessee's selection of the Equipment or the Vendor. Lessor has no obligation to install, erect, test, adjust, service or maintain the Equipment. 6. Delivery and Acceptance; Quiet Enjoyment. Lessee shall accept the Equipment for which disbursement is requested from the Escrow Fund upon its delivery and authorizes Lessor to insert on Exhibit A the serial numbers and any additional description of the items of Equipment so delivered. As evidence of that acceptance, Lessee shall execute and deliver to Lessor a Certificate of Acceptance in the form attached as Exhibit A to the Escrow Agreement. Regardless of whether Lessee has furnished a Certificate of Acceptance pursuant to this Paragraph 6, by making a rental payment after its receipt of the Equipment, Lessee shall be deemed to have accepted the Equipment on the date of such rental payment for purposes hereof. During the Lease Term, Lessee shall be entitled to quiet enjoyment of the Equipment, subject to the terms of this Lease Agreement. 7. Use of Equipment; Maintenance and Repairs. Lessee shall keep the Equipment within the State at the "Equipment Location" stated in Exhibit A and Lessee shall not remove any of the Equipment therefrom (except as within the Equipment's normal and contemplated use) without Lessor's prior written City of Santa Ana / Holman Capital Corporation Equipment Lease Purchase Agreement 55A-95 Page 2 of l I April6, 2018 consent. Lessee shall use the Equipment in a careful manner and shall at all times, at its sole expense, keep the Equipment in good operating condition, repair and appearance and comply with all laws, ordinances, regulations or requirements of any governmental authority, official, board or department relating to its installation, possession, use or maintenance. Lessee shall not make any alterations, additions, or improvements to the Equipment that are not readily removable without causing material damage to or materially reducing the value of the Equipment. To the extent legally possible and practical given the nature of the Equipment, all alterations, additions, or improvements not readily removable shall become property of Lessor. For avoidance of doubt, the Lessor and Lessee have agreed that the Lessee is permitted to add controllers, wi-fi capability, and other modifications related to the Lessee's control over and usefulness and energy efficiency of the Equipment. 8. Security Interest; Title to Equipment. To secure the performance of all of Lessee's obligations hereunder, Lessee hereby grants to Lessor, and Lessor shall have and retain, a security interest constituting a first priority and perfected lien and security interest on the Equipment delivered hereunder and on any attachments, proceeds, warranty rights or other payments from the Vendor, and other amounts related thereto. As further security therefor, Lessee hereby grants to Lessor a first priority security interest in the cash and negotiable instruments from time to time in the Escrow Fund and all proceeds (cash and non-cash) thereof. Lessee agrees to execute and deliver such additional documents, including, without limitation, opinions of counsel, financing statements, notices and similar instruments, in form satisfactory to Lessor, that Lessor deems necessary or appropriate to establish and maintain its first priority and perfected security interest in the Equipment or for the confirmation or perfection of Lessor's rights hereunder. To the extent possible, Lessee further agrees that Lessor shall have all the rights and remedies of a secured party under the applicable Uniform Commercial Code. Lessee, at its expense, will protect and defend Lessee's rights in the Equipment and Lessor's rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons. Lessor shall have the right during normal hours, upon reasonable prior notice to Lessee, to enter upon any premises owned by the Lessee and where the Equipment is located in order to inspect the Equipment. (b) Solely withrespect to Equipment that is not comprised of vehicles and during the Lease Term, ownership and legal title of all of the Equipment and aff substitutions, repairs, modifications, and replacements shall be in Lessee, and Lessee shall take all necessary action to vest such ownership and title in Lessee, Lessor does not own the Equipment, and, by this Lease Agreement, Lessor is merely financing the acquisition of the Equipment for the Lessee. Lessor has not been in the chain of title, does not operate, control or have possession or control over the Equipment, or Lessee's use, maintenance, operation, storage, or maintenance of the Equipment. Lessee is entitled to use and possession of the Equipment, subject to the rights of Lessor hereunder (including its interest in the Equipment as the lessor hereunder). If Lessor terminates this Lease Agreement pursuant to Paragraph 16 hereof or an Event of Nonappropriation occurs hereunder, Section 16(c) of this Lease Agreement shall be applicable. Lessee, at its expense, will protect and defend Lessee's rights in the Equipment and Lessor's rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons. (c) As further security therefor, Lessee hereby agrees with respect thereto that Lessor shall have all the rights and remedies of a secured party under the applicable Uniform Commercial Code with respect to any and all Equipment hereunder, except that Lessor will not have the right to repossess, use and/or re -sell or re -let that portion of the Equipment consisting of licensed software or programming that the repossession, use and/or re -sale or re-leasing of which is expressly prohibited by law or applicable licensing agreement. In lieu of the foregoing, Lessee agrees to purge any software and programming from its operating systems and destroy any hard or electronic copies of such software and programming. Upon Lessor's request, Lessee will provide Lessor with reasonable certifications as to the foregoing. 9. Personal Property. To the extent the following is not contrary to the laws of the State (including, without limitation, the California Uniform Commercial Code), the Equipment shall be deemed to be personal property notwithstanding the manner in which it may be attached or affixed to realty. At Lessor's request City of Santa Ana / Holman Capital Corporation Equipment Lease-Pumbase Agreement 55A-96 Page 3 of 11 April 6, 2018 and solely following an Event of Default or Event of Nonappropriation, Lessee shall provide Lessor with a waiver or such other commercially reasonable assistance so that Lessor can exercise any rights or remedies that it may have with respect to any of the Equipment. 10. Purchase of Equipment by Lessee; Prepayment. At the option of Lessee, and provided that no Event of Nonappropriation or Event of Default has occurred and is continuing hereunder, Lessor's interest in all, but not less than all, of the Equipment will be transferred, conveyed and assigned to Lessee, and this Lease Agreement shall terminate: (a) upon payment in full of the rental payments and all other payments then due hereunder or (b) on any rental payment date hereunder, provided Lessee shall have delivered written notice at least 30 days prior to such date of Lessee's intention to purchase the Equipment pursuant to this provision, by paying to Lessor, in addition to the rental payment due and all other amounts due and owing on such date, an amount equal to the concluding payment (the "Concluding Payment") shown for such rental payment date on the rental payment schedule in Exhibit A. 11. Risk of Loss. Lessee shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any part thereof from any cause whatsoever during the Lease Term and thereafter until redelivery to a location designated by Lessor, and shall not be relieved of the obligation to pay rental payments or any other obligation hereunder because of any such occurrence. If (a) the Equipment or any portion thereof hereunder is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof hereunder is taken under the exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the net proceeds of any insurance claim (including self-insurance) or condemnation award to be applied, at Lessor's option, to (i) the prompt repair, restoration, modification or replacement of the Equipment so affected or (ii) the payment in full of the then applicable Concluding Payment. Any balance of net proceeds remaining after completion of such work or payment of such Concluding Payment shall be paid promptly to Lessee. If the net proceeds are insufficient to pay the costs of such repair, restoration, modification or replacement or to pay such Concluding Payment in full, Lessee shall, at Lessor's direction, either complete the work or pay the then applicable Concluding Payment in full and in either case pay any cost in excess of the amount of net proceeds, but only from legally available funds. 12. Insurance. (a) Insurance Policies. If Lessee is not self-insured (as hereafter provided), Lessee shall, at its expense, keep the Equipment fully insured against loss, fire, theft, damage or destruction from any cause whatsoever in an amount not less than the greater of (a) the total rental payments for the Lease Term, and (b) the full replacement cost of the Equipment without consideration for depreciation. Lessee shall also provide such additional insurance against injury, loss or damage to persons or property arising out of the use or operation of the Equipment as is customarily maintained by the owners of like property, with companies satisfactory to Lessor. Each policy shall provide that, as to the interest or coverage of Lessor or Lessor's assignee, the insurance afforded thereby shall not be suspended, forfeited or in any manner prejudiced by any default or by any breach of warranty, condition or covenant on the part of Lessee, If Lessee shall fail to provide any such insurance required hereunder or, within ten (10) days after Lessor's request therefor, shall fail to deliver the policies or certificates thereof to Lessor, then Lessor, at its option, shall have the right to procure such insurance and to add the full cost thereof to the rental payment next becoming due, which Lessee agrees to pay as additional rent. All such insurance shall be in form, issued by such insurance companies and be in such amounts as shall be satisfactory to Lessor, and shall provide that losses, if any, shall be payable to Lessor as 'loss payee," and all such liability insurance shall include Lessor as an "additional insured." Lessee shall pay the premiums for such insurance and deliver to Lessor a certification in the form of Exhibit C-1 and satisfactory evidence of the insurance coverage required hereunder. Lessee hereby irrevocably appoints Lessor as Lessee's attorney-in-fact to make claim for, receive payments of and execute and endorse all documents, checks or drafts received in payment for loss or damage under any such insurance policy. (b) Self -Insurance. If Lessee is self-insured with respect to equipment such as the Equipment under an actuarially sound self-insurance program that is acceptable to and approved by Lessor, Lessee shall City of Santa Ana / Holman Capital Corporation Equipment Lease -Purchase Agreement 55A-97 Page 4 of 11 April 6, 201 S maintain during the Lease Term such actuarially sound self-insurance program and shall provide Lessor a certification in the form of Exhibit C-2 together with evidence of the self-insurance program in form and substance satisfactory to Lessor. 13. Fees; Taxes and Otber Governmental Charges; Liens. Lessee covenants and agrees at all times to keep the Equipment free and clear of all levies, liens (other than those created hereunder) and encumbrances, and to pay all charges, taxes and fees (including any recording or stamp fees or taxes) that may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment and shall give Lessor immediate written notice of any of the foregoing. If any of same shall remain unpaid when due, Lessor may pay same and add such payment to the rental payment next becoming due, as additional rent. Lessee shall execute and deliver to Lessor upon Lessor's request such further instruments and documents containing such other assurances as Lessor deems necessary or advisable for the confirmation or perfection of Lessor's rights hereunder or to otherwise effectuate the intent of this Lease Agreement. 14. Release. To the extent not prohibited by law, Lessee shall release, defend and save Lessor, its officers, employees, agents, servants, successors and assigns, harmless from any and all liabilities (including, without limitation, negligence, tort and strict liability), damages, expenses, claims, actions, proceedings, judgments, settlements, losses, liens and obligations, including (without limitation) attorneys' fees and costs ("Claims'), arising out of the ordering, purchase, delivery, rejection, non-delivery, ownership, selection, possession, operation, control, use, condition, maintenance, transportation, storage, repair, return or other disposition of the Equipment, any claims arising under federal, state or local environmental protection and hazardous substance clean up laws and regulations and any claims of patent, trademark or copyright infringement or, if Lessee shall be in default hereunder, arising out of the condition of any item of Equipment sold or disposed of after use by Lessee, including (without limitation) claims for injury to or death of persons and for damage to property. The indemnities, assumption of liabilities and obligations herein provided shall be payable solely from funds legally available for such purpose and shall continue in full force and effect notwithstanding the expiration, termination or cancellation of this Lease Agreement for any reason whatsoever. However, Lessee shall not be obligated to indemnify Lessor from Claims arising from the actual, proven, direct and proximate gross negligence or willful misconduct of Lessor, nor shall Lessee be required to expend any sums that are not properly appropriated or otherwise legally available. 15. Assignment; Subleasing. LESSEE SHALL NOT ASSIGN, PLEDGE, MORTGAGE, SUBLET OR OTHERWISE TRANSFER OR ENCUMBER ANY OF ITS RIGHTS UNDER THIS LEASE AGREEMENT, THE ESCROW AGREEMENT (INCLUDING THE ESCROW FUND CREATED THEREUNDER) OR IN THE EQUIPMENT OR ANY PART THEREOF. ANY SUCH PURPORTED TRANSFER, ASSIGNMENT OR OTHER ACTION WITHOUT LESSOR'S PRIOR WRITTEN CONSENT SHALL BE VOID. Lessor may, at any time and from time to time, assign, transfer or otherwise convey all or any part of its interest in the Equipment, this Lease Agreement, and the Escrow Agreement (including the Escrow Fund created thereunder), including, but not limited to, Lessor's rights to receive the rental payments hereunder or any part thereof (in which event Lessee agrees to make all rental payments thereafter to the assignee designated by Lessor) without the necessity of obtaining Lessee's consent, provided, however, Lessor will deliver to Lessee prior written notice of an assignment. No such assignment, transfer or conveyance shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee. During the term of this Lease Agreement, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments with respect hereto in form necessary to comply with Section 149 of the Internal Revenue Code of 1986, as amended (the "Code"). Lessee agrees (unless otherwise stated), if so requested, to acknowledge any such assignment in writing within 15 days after request therefor in the form attached as Exhibit B hereto. Lessee further agrees that any moneys or other property received by Lessor as a result of any such assignment, transfer or conveyance shall not inure to Lessee's benefit. City of Santa Ana / Holman Capital Corporation Equipment ].ease-Pamhase Agreement 55A-98 Page 5 of 11 April 6, 2018 16. Events of Default; Remedies. (a) Each of the following events constitutes an "Event of Default" hereunder: (i) Lessee fails to pay in full the rental payment due hereunder on any date upon which such rental payment is due; (ii) Lessee fails to comply with any other agreement or covenant of Lessee hereunder for a period of 30 days following receipt of written notice of violation of such agreement or covenant and demand that such violation be remedied; (iii) Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or a receiver or similar officer is appointed for Lessee or any of its property; (iv) any warranty, representation or statement made in writing by or on behalf of Lessee in connection herewith is found to be incorrect or misleading in any material respect on the date made; (v) actual or attempted sale, lease or encumbrance of any of the Equipment or the making of any levy, seizure or attachment thereof or thereon; or (iv) Lessee defaults in its obligations under any other agreement for borrowing money, lease financing of property, or otherwise receiving credit and the obligee thereunder (or trustee on its behalf) is permitted to exercise any remedies under the agreement. (b) Immediately upon the occurrence of an Event of Default hereunder: (i) Lessor may demand payment of the Concluding Payment, together with all rental payments and other amounts that may have been appropriated through the end of the then current Fiscal Year and terminate this Lease Agreement or Lessee's rights hereunder; and (ii) Upon return (if applicable as per Section 16(c) hereunder), if the Equipment is damaged or otherwise made less suitable for the purposes for which it was manufactured than when delivered to Lessee, Lessee agrees, at its option, to (x) repair and restore the Equipment to the same condition in which it was received by Lessee (reasonable wear and tear excepted) or (y) pay to Lessor the reasonable costs of such repair and restoration, or (z) pay for the transfer of any and all licenses, rights, or interest in any software or programming, to the extent the foregoing may be assigned. (c) Following any Event of Default or Event of Nonappropriation hereunder, Lessor may request and require that Lessee refrain from using the Equipment, return the Equipment, purge any software and programming from its operating systems and/or destroy any hard or electronic copies of such software and programming. Upon Lessor's request, Lessee will provide Lessor with reasonable certifications as to the foregoing. In the event that any such Equipment is returned to the Lessor, Lessee shall execute and deliver such documents as may reasonably be required to restore title to and possession of the Equipment to Lessor, free and clear of all liens and security interests arising by, through or under the Lessee to which the Equipment may have become subject. If Lessor is able to (i) recover any Equipment, (ii) sell or otherwise liquidate the Equipment (or any portion thereof) following an Event of Default or an Event of Nonappropriation, and (iii) realize net proceeds (after payment of costs) in excess of total rental payments that would have been paid during the Lease Term plus any other amounts then due hereunder, Lessor shall immediately pay the amount of any such excess to Lessee. (d) If Lessor terminates this Lease Agreement under this Paragraph 16 or an Event of Nonappropriation occurs hereunder and in either case Lessee continues to use the Equipment or if Lessee otherwise refuses to pay rental payments hereunder due during a Fiscal Year for which Lessee's governing body has appropriated sufficient legally available funds to pay such rental payments due hereunder, Lessor (i) may declare the rental payments due and owing for the Fiscal Year for which such appropriations have been made to be immediately due and payable, (ii) shall be entitled to bring such action at law or in equity to recover money and other damages attributable to such holdover period for the Equipment, and (iii) will be entitled to recover interest on all such amounts at the Default Rate. (c) Lessor shall also be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Code and all other rights and remedies that Lessor may have at law or in equity. All rights and remedies of Lessor shall be cumulative and not alternative. Lessor's failure to exercise or delay in exercising any right or remedy shall not be construed as a waiver thereof, nor shall a waiver on one occasion be construed to bar the exercise of any right or remedy on a future occasion. Lessee agrees to reimburse Lessor for any expenses (including attorney's fees) reasonably incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor, but only from legally available funds. City of Santa Ana / Holmen Capital Corporation Equipment Lease -Purchase Agreement 55A-99 Page 6 of l l April 6, 2018 17. Late Payments. Whenever any rental payment or other amount payable to Lessor by Lessee hereunder is not paid within fifteen (15) days after such due date, Lessee agrees to pay Lessor a late charge on the delinquent amount at the "Default Rate," which is one percent (1%) per month, or the maximum amount permitted under applicable law, whichever is less. Such amount(s) shall be payable solely from legally available funds in addition to all amounts payable by Lessee as a result of the exercise of any of the remedies herein provided. 18. Rental Payments to Be Unconditional. Except as expressly set forth to the contrary in this Lease Agreement (including Paragraph 3), Lessee agrees that as of the Commencement Date, Lessee's obligations hereunder are absolute and unconditional and shall continue without set-off, deduction, counterclaim, abatement, recoupment, or reduction and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason including, but not limited to, war, act of God, governmental regulations, strike, loss, damage, destruction, obsolescence, failure of or delay in delivery or failure of the Equipment to operate properly. 19. Tax Covenants. Lessee agrees that it will not take any action that would cause the interest component of rental payments hereunder to be or to become ineligible for the exclusion from gross income of the Lessor or any assignee thereof for federal income tax purposes, nor will Lessee omit to take or cause to be taken, in a timely manner, any action which omission would cause the interest component of rental payments hereunder to be or to become ineligible for the exclusion from gross income of the Lessor or any assignee thereof for federal income tax purposes. Lessee agrees to (a) execute and deliver to Lessor, upon Lessor's request, a tax certificate and agreement (the terms and conditions of which are incorporated fully by reference herein) in form and content acceptable to Lessor and Lessee, relating to the establishment and maintenance of the excludability from gross income of the interest component of rental payments hereunder for federal income tax purposes; (b) complete and file in a timely manner an information reporting return as required by the Code; and (c) rebate an amount equal to excess earnings on the Escrow Fund to the federal government if required by, and in accordance with, Section 148(f) of the Code, and make the determinations and maintain the records required by the Code. Lessee represents that neither Lessee nor any agency or unit of Lessee has on hand any property, including cash and securities, that is legally required or otherwise restricted (no matter where held or the source thereof) to be used directly or indirectly to purchase the Equipment. Lessee has not and will not establish any funds or accounts (no matter where held or the source thereof) the use of which is legally required or otherwise restricted to pay directly or indirectly rental payments hereunder. Lessor and Lessee certify that, so long as any rental payments hereunder remain unpaid, moneys on deposit in the Escrow Fund will not be used in a manner that will cause this Lease Agreement to be classified as an "arbitrage bond" within the meaning of Section 148(a) of the Code. Should Lessor either (i) receive notice, in any form, from the Internal Revenue Service or (ii) reasonably determine, based on an opinion of a nationally recognized independent tax counsel, that Lessor may not exclude, for any reason, any interest (or portion thereof) paid under the Lease Agreement from its Federal gross income (an "Event of Taxability"), the Lessee shall pay to Lessor upon demand (x) an amount which, with respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the interest due through the date of such event), will restore to Lessor its anticipated after-tax yield (assuming tax at the highest marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after-tax yield rate) on the transaction evidenced by such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each succeeding Payment Date such amount as will maintain such anticipated after- tax yield to Lessor. It is Lessor's and Lessee's intention that this Lease Agreement not constitute a "true" lease for federal income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment hereunder for federal income tax purposes. City of Santa Ane / Marra Capital Corporation Equipment Lease -Purchase Agreement 55A-100 Page 7 of I l April 6, 2018 20. Lessee Representations and Warranties. Lessee hereby represents and warrants to and agrees with Lessor that: (a) Lessee is a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, which is a "political subdivision" of the State as such term is defined in Section 103 of the Internal Revenue Code, and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such. (b) Lessee has the power and authority under applicable law (and has passed all resolutions and/or taken other appropriate action necessary) to enter into the transactions contemplated by this Lease Agreement and the Escrow Agreement and has been duly authorized to execute and deliver this Lease Agreement and the Escrow Agreement and to carry out its obligations hereunder and thereunder. Lessee has provided (or will provide within a reasonable time following the Commencement Date) to Lessor a full, true and correct copy of a resolution or other appropriate official action of Lessee's governing body specifically authorizing Lessee to execute and deliver this Lease Agreement and the Escrow Agreement and all documents contemplated hereby and thereby. Lessee has provided to Lessor a full, true, and correct copy of an Incumbency Certificate in substantially the form attached as Exhibit E hereto relating to the authority of the officers who have executed and delivered this Lease Agreement and who will execute and deliver this Lease Agreement and the Escrow Agreement and all documents in connection herewith and therewith on behalf of Lessee. (c) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Lease Agreement and the Escrow Agreement, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Lease Agreement and the Escrow Agreement. (d) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way limits, restricts or prevents Lessee from entering into this Lease Agreement and the Escrow Agreement, or performing any of its obligations hereunder or thereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Lease Agreement or the Escrow Agreement, or any other agreement or instrument to which Lessee is a party and that is used or contemplated for use in the consummation of the transactions contemplated by this Lease Agreement or the Escrow Agreement. All authorizations, consents, and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Lease Agreement and the Escrow Agreement or in connection with the carrying out by Lessee of its obligations hereunder and thereunder have been obtained. (f) The payment of the rental payments or any portion thereof hereunder is not (under the terms of this Lease Agreement) directly or indirectly (i) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (ii) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other than a state or local government unit. No portion of the purchase price for the Equipment will be used, directly or indirectly, to make or finance loans to any person other than Lessee. (g) The entering into and performance of this Lease Agreement and the Escrow Agreement will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of Lessee or on the Equipment pursuant to an indenture, mortgage, deed of trust, bank loan or credit City of Santa Ana / Holmon Capital Corporation Equipment Lea Purchaso Agreement 55A-101 Pages of l l April 6, 2018 agreement, or other instrument to which Lessee is a party or by which it or its assets may be bound, except as herein provided. (h) Lessee's name as indicated on the first page of this Lease Agreement is its true, correct, and complete legal name. (i) The useful life of the Equipment will not be less than the Lease Term hereof. 0) Lessee has entered into this Lease Agreement for the purpose of purchasing, acquiring, and leasing the Equipment and not for the purpose of refinancing any outstanding obligation of Lessee more than 90 days in advance of its payment or prepayment date. The purchase price for the Equipment has been or will be paid directly by Lessor to the Escrow Agent, and no portion of the purchase price for the Equipment has been or will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the execution and delivery hereof, unless a proper reimbursement resolution has been passed and the Lessee has complied with all reimbursement requirements under the Code, including, without limitation, Treasury Reg. 1:150. (k) The application, statements, and credit or financial information submitted by Lessee to Lessor are true and correct and made to induce Lessor to enter into this Lease Agreement and the Escrow Agreement. (1) During the Lease Term of this Lease Agreement, Lessee shall (i) provide Lessor, at or prior to the end of each Fiscal Year (commencing with the current Fiscal Year), with current budgets or otherproof of appropriation for the ensuing Fiscal Year and such other information relating to Lessee's ability -to continue the Lease Term for the next succeeding Fiscal Year as may be reasonably requested by Lessor and (ii) furnish or cause to be furnished to Lessor, at Lessee's expense, as soon as available and in any event not later than 180 days after the close of each Fiscal Year, the audited financial statements of Lessee at the close of and for such Fiscal Year, all in reasonable detail, audited by and with the report of Lessee's auditor. (m) On the Commencement Date, Lessee shall cause to be executed and delivered to Lessor an Opinion of Lessee's Counsel in substantially the form attached as Exhibit F hereto. (n) Lessee shall pay the excess (if any) of the actual costs of acquiring the Equipment hereunder over the amount paid by Lessor in the Escrow Fund and interest earnings thereon. (o) Lessee has experienced no material change in its financial condition since June 30, 2017. (p) Lessee acknowledges that: (a) Lessor is acting solely for its own account and not as a fiduciary for Lessee or in the capacity of broker, dealer, municipal securities underwriter or municipal advisor; (b) Lessor has not provided, and will not provide, financial, legal, tax, accounting or other advice to or on behalf of Lessee with respect to its acquisition of the Equipment; and (c) Lessee has sought and obtained financial, legal, tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters) with respect to this Lease Agreement from its financial, legal and other advisors (and not Lessor) to the extent that Lessee desired to obtain such advice. 21. Execution in Counterparts; Chattel Paper. This Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument; provided, however, that only Counterpart No. 1 hereof shall constitute chattel paper for purposes of the applicable Uniform Commercial Code, 22. Applicable Law. This Lease Agreement shall be construed under the laws of the State of California. 23. Binding Effect; Severability; Survival. This Lease Agreement shall not become effective until accepted by Lessor at its herein -described office, and upon such acceptance shall inure to and bind the parties, their successors, legal representatives, and assigns. No provision of this Lease Agreement that may be construed as unenforceable shall in any way invalidate any other provision hereof, all of which shall remain in full force and effect. City of Santa Ana / Holman Capital Cotpomtion Equipment lease-Pumhase Agmement 55A-102 Page 9 of 11 Ap,il6, 2018 24. Miscellaneous Provisions. Any notice to a party hereunder shall be deemed given when mailed to that party by certified mail, return receipt requested, at its address set forth herein or such other address as either may designate for itself in such notice to the other. This Lease Agreement, the Escrow Agreement and the Exhibits attached hereto and certificates delivered in connection herewith constitute the entire mutual understanding of the parties regarding the subject matter hereof and thereof and may not be modified except in writing, signed by the party against whom such modification is asserted. Upon the request of Lessor, Lessee shall at any time and from time to time execute and deliver such further documents and do such further acts as Lessor may reasonably request in order fully to effect the purposes hereof and any assignment hereof. If a court with competent jurisdiction rules that the interest rate charged hereunder exceeds the maximum rate of interest allowed by applicable law, then the effective rate of interest hereunder shall be automatically reduced to the maximum lawful rate allowable under the applicable laws. [Remainder ofpage intentionally left blank] City of Santa Ana / Holman Capital Corporation Equipment Lease-Pumhase Agreement 55A-103 Page 10 of 1 I April 6, 2018 THE UNDERSIGNED HEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS AS SET FORTH IN THIS EQUIPMENT LEASE -PURCHASE AGREEMENT. CITY OF SANTA ANA as Lessee Name: Raul Godinez II Title: City Manager HOLMAN CAPITAL CORPORATION, as Lessor By: Name: Lance S. Holman Title: President & CEO Counterpart No. _ of three manually executed and serially numbered counterparts. To the extent that this Lease Agreement constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. ATTEST By: Name: Maria D. Huizar Title: Clerk of the Council APPROVED AS TO FORM By: {V. Na John M. Funk Title: Assistant City Attorney City of Santa Ana / Holman Capital Corporation Page 11 of 11 Equipment Lease -Purchase Agreement April 6, 2018 55A-104 TAB 2 55A-105 55A-106 EXHIBIT A EQUIPMENT SCHEDULE TO EQUIPMENT LEASE -PURCHASE AGREEMENT DATED APRIL 6, 2018 DESCRIPTION OF THE EQUIPMENT: The "Equipment' is street lights and poles, together with LED fixtures, purchase and installation thereof, metering, control, and related equipment, as more fully described in the following agreements: (i) Agreement with SCE dated April 4, 2017 for the Purchase and Sale of Streetlights ("SCE Agreement'); (ii) Agreement with Siemens ITS dated April 6, 2018 for the Streetlights System Upgrade Project ("Siemens Agreement'); and (iii) Agreement with Magellan Advisors dated April 6, 2018 for Fiber Optic Network Consulting Services ("Magellan Agreement'). The SCE Agreement, the Siemens ITS Agreement, and the Magellan Agreement shall collectively be referred to as the "Vendor Agreements". Siemens ITS, Magellan Advisors, and SCE are collectively referred to as "Vendor(s)." The Equipment consisting primarily of LED lighting, poles, meters, controls, and structures, together with related installation, maintenance and project implementation services to be performed under the Vendor Agreements will be financed by this Equipment Schedule dated April 6, 2018 to that Equipment Lease - Purchase Agreement dated April 6, 2018 by and between Holman Capital Corporation and the City of Santa Ana, and such Equipment shall, include, without limitation, the following: 2. EQUIPMENT LOCATION: The Equipment will be generally located at various locations throughout the City of Santa Ana. Specific locations for each light unit will be as set forth on each Disbursement Request Form or as more specifically set forth in the Vendor Agreements. If locations for Equipment vary from those set forth herein, they will be set forth on the Final Certificate of Acceptance, but will not be located outside the City of Santa Ana. 3. RENTAL PAYMENT SCHEDULE: The rental payments shall be made for the Equipment as follows: TOTAL PAYMENT Date RENTAL INTEREST PRINCIPAL CONCLUDING* NUMBER Due PAYMENTDUE COMPONENT COMPONENT PAYMENT 0 4/6/2018 7,264,241.86 1 7/3/2019 782,550.24 294,174.02 % of Description 2 Total Cost Total Lights and Poles Purchase from 6,180,336.05 3 7/3/2021 SCE $ 3,995,392.00 56.65% New LED Purchase and 782,550.24 180,405.64 602,144.60 4,959,905,55 Installation $ 2,050,000.00 29.07% Contingencies Q 5% $ 302,270.00 4,29% Install Lights in Under -Lit Areas $ 100,000.00 1.42% Reserve Contingency $ 100,000.00 1.42% Master Plan for Fiber Optic $ 300,000.00 4.25% Install Meted g and -Controls $ 200 000.00 2.84% Total Project Cost $ 7,047,662.00 99.93% + HCC Documentation Fee $ 5,000.00 0.07% Net Financing Amount $ 7,052,662.00 100.00% 2. EQUIPMENT LOCATION: The Equipment will be generally located at various locations throughout the City of Santa Ana. Specific locations for each light unit will be as set forth on each Disbursement Request Form or as more specifically set forth in the Vendor Agreements. If locations for Equipment vary from those set forth herein, they will be set forth on the Final Certificate of Acceptance, but will not be located outside the City of Santa Ana. 3. RENTAL PAYMENT SCHEDULE: The rental payments shall be made for the Equipment as follows: TOTAL PAYMENT Date RENTAL INTEREST PRINCIPAL CONCLUDING* NUMBER Due PAYMENTDUE COMPONENT COMPONENT PAYMENT 0 4/6/2018 7,264,241.86 1 7/3/2019 782,550.24 294,174.02 488,376.22 6,761,214.35 2 7/3/2020 782,550.24 218,590.72 563,959.52 6,180,336.05 3 7/3/2021 782,550.24 199,810.86 582,739.38 5,580,114.49 4 7/3/2022 782,550.24 180,405.64 602,144.60 4,959,905,55 5 7/3/2023 782,550.24 160,354.23 622,196.01 4,319,043.66 6 7/3/2024 782,550.24 139,635.10 642,915.14 3,656,841.06 7 7/3/2025 782,550.24 118,226.03 664,324.21 2,972,587.13 A-1 55A-107 8 7/3/2026 782,550.24 96,104.03 686,446.21 2,265,547.53 9 7/3/2027 782,550.24 73,245.37 709,304.87 1,534,963.52 10 7/3/2028 782,550.24 49,625.52 732,924.72 780,051.05 11 7/3/2029 782,550.24 25 219.12 757 331.12 0.00 _ Grand Totals 8.608 052.64 1555 390.64 7,052 662.00 *Assumes that all rental payments and additional rentals due on and prior to that date have been paid, 4. INTEREST RATE: 3.33% 5. COMMENCEMENT DATE: April 6. 2018 6. SCHEDULED LEASE TERM: 11 Years or 135 Months 7. Lessee's Current Fiscal Year extends from July 1, 2017 to June 30, 2018. 8. The terms and provisions ofthe Equipment Lease -Purchase Agreement described above (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 9. Lessee hereby represents, warrants, and covenants that (i) its representations, warranties, and covenants set forth in the Equipment Lease -Purchase Agreement (particularly Paragraph 20 thereof) are true and correct as though made on the date of execution of this Schedule, and (ii) sufficient funds have been appropriated by Lessee for the payment of all rental payments (if any) due under this Schedule during Lessee's Current Fiscal Year, which ends on June 30, 2018. 10. Interest, if any, accruing from the Commencement Date to the actual date of funding shall be retained by Lessor as additional consideration for entering into this Schedule No. 01. [Remainder ofpage intentionally left blank] A-2 55A-108 CITY OF SANTA ANA as Lessee Name: Raul Godinez II Title: City Manager HOLMAN CAPITAL CORPORATION, as Lessor By: Name: Lance S. Holman Title: President & CEO Counterpart No. _ of three manuaUy executed and serially numbered counterparts. To the extent that this Schedule constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. [Signature Page to Exhibit A- Equipment Schedule] A-3 55A-109 55A-110 TAB 3 55A-111 55A-112 �t NOTICE AND ACKNOWLEDGEMENT OF SALE OF RENTAL PAYMENTS AND ASSIGNMENT OF LEASE AGREENIENT AND ESCROW AGREEMENT Holman Capital Corporation ("Lessor') and the City of Santa Ana ("Lessee') have entered into an Equipment Lease -Purchase Agreement and Equipment Schedule thereto both dated April 6, 2018 (the "Lease Agreement'), under which Lessee has, or will have prior to its execution hereof, leased equipment (the "Equipment') described therein. Lessee is hereby notified that Lessor has assigned its right, title, and interest in and to the Lease Agreement, the leased Equipment, and the rental payments as permitted by the Lease Agreement commensurate with the Commencement Date of the Lease Agreement. As such, at the time of funding, the Assignee will step into the shoes of the Lessor and assumes all rights, benefits, privileges and obligations. Lessee is hereby directed to pay any and all rental payments and other amounts due under the Lease Agreement to Signature Public Funding Corp, and/or its affiliates, successors and/or assigns (the "Assignee"), as directed by the Assignee or a paying agent acting on behalf of Assignee, pursuant to the instructions contained in any invoice or notice. By signing this Notice and Acknowledgment, Lessee agrees that it will pay all amounts due under the Lease Agreement as directed in the invoice without any set-off or deduction whatsoever notwithstanding any defect in, damage to or requisition of any of the Equipment leased under the Lease Agreement, any other similar or dissimilar event, any defense, set-off, counterclaim or recoupment arising out of any claim against Lessor or Assignee. Lessee further acknowledges and agrees that Assignee has not made any warranties whatsoever as to the Lease Agreement or the Equipment. Lessee agrees that no change may be made to the Lease Agreement without the prior written consent of Assignee. By signing this Notice and Acknowledgment, Lessee warrants that its representations and warranties under the Lease Agreement are true and correct on the date hereof. Date: April 6, 2018 CITY OF SANTA ANA, as Lessee By: Name: Raul Godinez H Title: City Manager 55A-113 55A-114 TAB 4 55A-115 55A-116 Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92603 Fart-8-1-113yI[�61 INSURANCE CERTIFICATION April 6, 2018 Re: Equipment Lease -Purchase Agreement dated April 6, 2018 In connection with the above -referenced Lease Agreement, the City of Santa Ana, as lessee (the "Lessee') certifies that it has instructed the insurance agent named below (please fill in name, address, and telephone number): Name of Agent: Big Independent Cities Excess Pool Address: 1750 Creekside Oaks Drive, Suite 200, Sacramento, CA 95833 Phone: 800-541-4591 to issue: Liability Insurance. Lessee is required to maintain public liability insurance, personal injury and property damage with policy limits of $3,000,000. The policy X should be endorsed to name Signature Public Funding Corp. (the assignee of SIGNATURE PUBLIC FUNDING CORP.) as an additional insured. Casualty Insurance. Lessee is required to maintain all risk extended coverage, malicious mischief and vandalism insurance for the Equipment described in the X above -referenced Equipment Schedule in an amount not less than the greater of $7,264,241.86 or the full replacement cost of the Equipment. Such insurance shall be endorsed to name Signature Public Funding Corp. as a lender loss payee with respect to such Equipment. The required insurance should also be endorsed to give Signature Public Funding Corp. at least 30 days prior written notice of the effective date of any material alteration or cancellation of coverage, and an endorsement confirming that the interest of Signature Public Funding Corp. shall not be invalidated by any actions, inactions, breach of warranty or conditions or negligence of Lessee. Proof of insurance coverage will be provided to Signature Public Funding Corp. prior to and/or commensurate with the Commencement Date of the Lease. Very truly yours, CITY OF SANTA ANA, as Lessee By: Name: Raul Godinez H Title: City Manager 55A-117 55A-118 TAB 5 55A-119 55A-120 Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92603 April 6, 2018 Re: Equipment Lease -Purchase Agreement dated April 6, 2018 In connection with the above -referenced Lease Agreement, City of Santa Ana, as lessee (the "Lessee') certifies that it participates in an actuarially sound self-insurance program for property damage and public liability risks. The following is attached (check all that apply): ❑ Letter from risk manager describing self-insurance program ❑ Other evidence of Lessee's participation in self-insurance program Very truly yours, CITY OF SANTA ANA, as Lessee By: Name: Raul Godinez 11 Title: City Manager 55A-121 55A-122 TAB 6 55A-123 55A-124 cn: � ESSENTIAL USE CERTIFICATE Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92603 April 6, 2018 Re: Equipment Lease -Purchase Agreement dated April 6, 2018 I, Raul Godinez II, the City Manager of the City of Santa Ana, as lessee (the 'Lessee'), am qualified to answer the questions set forth below regarding the Equipment to be acquired by Lessee in connection with the above -referenced Lease Agreement: 1. What is the specific use of the Equipment? The Lessee will purchase existing Southern California Owned Streetlights and retrofit those said lights with LED bulbs. The purchase, warranty and installation of the LED lights is also a component of the project 2. What increased capabilities will the Equipment provide? The Lessee, via the retro -fitting of the existing soon to be City -owned Streetlights, will take advantage of lower utility costs upon completion of the project. 3. Why is the Equipment essential to your ability to deliver governmental services? Ownership of City streetlights is an essential component of Public Safety for the Community. 4. Does the Equipment replace existing equipment? (Ifso, please explain why you are replacing the existing equipment) The purchase will facilitate ownership of existing streetlights along with the retrofit of the said asset, which will reduce energy usage, conserve resources, and decrease operating costs. 5. Why did you choose this spec fic Equipment? The streetlights were purchased by the owner of the asset, Southern California Edison. The retrofit of the said streetlights will be conducted by a vendor via the City's competitive Bid process. 6. For how many years do you expect to utilize the Equipment? The equipment will be utilized for a period in excess of the term of the loan. D-1 55A-125 [Signature Page to Essential Use Certificate] Very truly yours, CITY OF SANTA ANA, as Lessee By: Name: Raul Godinez II Title: City Manager D-2 55A-126 TAB 7 55A-127 55A-128 INCUMBENCY CERTIFICATE I, Francisco Gutierrez, do hereby certify that I am the Executive Director of Finance of the City of Santa Ana, a municipal corporation (the "City"), which is a duly established and validly existing as a political subdivision of the State of California under the Constitution and laws of the State of California, and that I have custody of the records of such entity. I hereby certify that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the City holding the offices set forth opposite their respective names, I further certify that: (i) The signatures set opposite their respective names and titles are their true and authentic signatures, and (H) Such officers have the authority on behalf of such entity to: a. Enter into that certain Equipment Lease -Purchase -Agreement and Equipment Schedule both dated April 6, 2018 (the "Lease Agreement'), between the City of Santa Ana, as lessee, and Holman Capital Corporation, as lessor, and b. Enter into that certain Escrow Deposit Agreement dated April 6, 2018 (the "Escrow Agreement'), between the City of Santa Ana, Signature Bank, as escrow agent, and Holman Capital Corporation, as lessor, and to execute various payment and disbursement request forms, c. Execute Certificates of Acceptance, Disbursement Request Forms, and all other certificates, documents, and agreements relating to the Lease Agreement and/or Escrow Agreement. NAME TITLE SIGNATURE Raul Godinez II City Manager Francisco Gutierrez Executive Director -Finance IN WITNESS WHEREOF, I have duly executed this Certificate on behalf of the City of Santa Ana, California. April 6, 2018 Francisco Gutierrez, Executive Director of Finance 55A-129 55A-130 f WA 55A-131 55A-132 EXHIBIT F OPINION OF LESSEE'S COUNSEL April 6, 2018 Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92603 Re: Equipment Lease -Purchase Agreement and Equipment Schedule both dated April 6, 2018 Ladies and Gentlemen: As counsel to the City of Santa Ana (the 'Lessee'), I have examined the Equipment Lease - Purchase Agreement and Equipment Schedule both dated April 6, 2018 (collectively, the "Lease Agreement'), between the Lessee and Holman Capital Corporation, as lessor ('Lessor'), the form of the Escrow Deposit Agreement, together the Disbursement Request Form and Certificate of Acceptance (collectively, the "Escrow Agreement'), and the proceedings taken by the Governing Body of the Lessee to authorize on behalf of the Lessee the execution and delivery of the Lease Agreement and the Escrow Agreement and the investment of the lease proceeds (if any) into the Permitted Investment (as such term is defined in the Escrow Agreement). The Lease Agreement and the Escrow Agreement, together with all documents, exhibits, certificates and attachments thereto are herein collectively referred to as the "Transaction Documents. " Based upon the foregoing examination and upon an examination of such other documents and matters of law as I have deemed necessary or appropriate, I am of the opinion that: 1. The Lessee is a charter city and municipal corporation, which is duly established and validly existing under the Constitution and laws of the State of California and constitutes a "political subdivision" of the State as such term is defined under Section 103 of the Internal Revenue Code of 1986, as amended, with full power and authority to enter into the Transaction Documents. 2. The Transaction Documents have each been duly authorized, executed, and delivered by the Lessee. The Permitted Investment has been duly authorized by the Lessee. Assuming due authorization, execution and delivery thereof by Lessor, the Transaction Documents constitute legal, valid, and binding obligations of the Lessee, enforceable against the Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors' rights generally. 3. The Lessee has complied with any applicable public bidding requirements in connection with the Transaction Documents and the transactions contemplated thereby. The resolution adopted by the Governing Body of the Lessee authorizing the execution and delivery of the Transaction Documents, the investment of lease proceeds into the Escrow Account and Permitted Investments, and certain other matters was adopted at a meeting that was held in compliance with all applicable laws relating to the holding of open and public meetings. 4. No litigation or proceeding is pending or, to the best of my knowledge, threatened to restrain or enjoin the execution, delivery, or performance by the Lessee of the Transaction Documents or in any way to contest the validity of the Transaction Documents, to contest or question the creation or existence of the Lessee or the Governing Body of the Lessee or the authority or ability of the Lessee to execute or deliver the Transaction Documents or to comply with or perform its obligations thereunder. There is no litigation 55A-133 55A-134 pending or, to the best of my knowledge, threatened seeking to restrain or enjoin the Lessee from annually appropriating sufficient funds to pay the rental payments or other amounts contemplated by the Lease Agreement. The entering into and performance of the Transaction Documents do not and will not violate any judgment, order, law, or regulation applicable to the Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of the Lessee or on the Equipment (as such term is defined in the Lease Agreement) pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement, or other instrument to which the Lessee is a party or by which it or its assets may be bound. 5. The Lessee has covenanted to comply with any continuing requirements that may be necessary to preserve the exclusion from gross income for purposes of federal income taxation under the Internal Revenue Code of 1986, as amended ("Code"), of the portion of the Rental Payments designated as interest. In the event that the Lessee continuously complies with its covenants under the Transaction Documents and so long as the amounts payable to the Lessor are derived from the Rental Payments made by the Lessee, the portion of the Rental Payments designated as interest is not includible in gross income for federal income tax purposes under the current law. No opinion is expressed as to the tax treatment of payments made to the Lessor from sources other than from Rental Payments made by the Lessee. The Lease Agreement and the obligation to pay Rental Payments thereunder as represented by the Lease Agreement are not "specified private activity bonds" as such term is defined in the Code and the portion of the Rental Payments designated as interest is not includible as an item of tae preference under Section 57 of the Code for purposes of computing the alternative minimum tax. However, the portion of Rental Payments designated as interest and received by the Lessor may be subject to an alternative minimum tax. The portions of the Rental Payments designated as interest represented by the Lease Agreement and any gain on the sale of the Lease Agreement are not includible as gross income under California Law. Except as set forth in paragraph 5 herein, we express no opinion regarding other federal tax consequences arising with respect to the Lease Agreement and Transaction Documents. This opinion may be relied upon by purchasers and assignees of Lessor's interests in the Lease Agreement. Respectfully submitted, John M. Funk Assistant City Attorney 55A-135 55A-136 TAB 9 55A-137 55A-138 BANK -QUALIFIED DESIGNATION The CITY Or SANTA ANA, as lessee, (the "Lessee') under Equipment Schedule No. 001 dated as of April 6, 2018 to that certain Equipment Lease -Purchase Agreement dated as of April 6, 2018 (collectively, the "Lease") to which this Designation is attached, hereby designates the Lease as a "qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Lessee hereby represents that the Lessee reasonably anticipates that the Lessee and other entities that the Lessee controls will not issue tax-exempt obligations (including the Lease) the aggregate principal amount of which exceed $10,000,000 during the calendar year in which the Lease is executed and delivered and interest commences to accrue thereunder. This Designation is attached to and made a part of the Lease and inures to the benefit of the Lessor and its successors and/or assigned. EXECUTED as of this 61 day of April, 2018. CITY OF SANTA ANA, as Lessee By: Name: Raul Godinez II Title: City Manager 55A-139 55A-140 TAB 10 55A-141 55A-142 POST -ISSUANCE TAX COMPLIANCE PROCEDURES Dated: April 6, 2018 Thefollowing certificateis delivered in connectionwiththe executionand delivery oftheEquipment Lease, -Purchase Agreement dated April 6, 2018 (the "Lease Agreement"), entered into between the City of Santa Ana (the "Lessee") and Holman Capital Corporation (the "Corporation"). Capitalized terms used herein have the meanings defined in the Lease Agreement. Section 1. In General. I.I. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule executed under the Agreement (the "Lease," and together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents, Lessor shall apply $7,052,662.00 (the "Principal Amount") toward the acquisition of the Equipment and closing costs, and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by Signature Bank, as escrow agent (the "Escrow Agent") pending acquisition of the Equipment under the terms of that certain Escrow Deposit Agreement dated as of April 6, 2018 (the "Escrow Agreement"), by and between Lessor and Escrow Agent. 1.4 Lessee will timely file for the Lease a Form 8038-G (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code"). 1.5 The Lease is a "qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)(3)ofthe lntemalRevenueCode of1986,asamended. As suck theLessee hereby represents that the Lessee reasonably anticipates that the Lessee and other entities that the Lessee controls will not issue tax-exempt obligations (including the Equipment Schedule) the aggregate principal amount of which exceed $10,000,000 during the calendar year in which Equipment Schedule is executed and delivered and interest commences to accrue thereunder] Section 2. Non-Arbitrase Certifications. 2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of 55A-143 substantially the same source of funds as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents. 2.3. Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment, 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the final Payment Date under the Financing Documents. 3.1 It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the Vendor(s) or for any financial advisory or closing costs, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the "Declaration of Official Intent'), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to a Vendor under the Equipment Acquisition Contract not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses andnot in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. Use and Investment of Funds; Temnorary Period. 4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs ofthe Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by October 6, 2019, but not later than April 6, 2021. 55A-144 (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(f) of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six-month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (151/o) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60"/0) ofthe Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months fimm the date of issuance of the Financing Documents; and one hundred percent (100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents, (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code, and (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of Lessee. Section 5. Escrow Account. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the Vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitragebond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code"), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Lessee acknowledges that the provisions of Sections 2 and 4 herein are particularly applicable when the Principal Amount is funded into an Escrow Fund subject to the Escrow Agreement. Section 6. No Private Use, No Consumer Loan. 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest inpropertyused or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. 6.2 In addition, if both (A) more than five percent (51/6) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (501a) (the "Excess Private Use Portion') will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use Portion is related. For purposes of this paragraph 6.3, "Private Business Use" means use of bond proceeds or bond financed -property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 6.4. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non-governmental entities or to any governmental agencies other than Lessee. Section 7. No Federal Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment ofprincipal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such 55A-145 investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 8. Miscellaneous. 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period offive (5) years after payment in full under the Financing Documents. 8.3. To the best ofthe undersigned's knowledge, inforination andbelief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. 8.4. The Lessee's Tax Identification Number is: 95-6000785. 8.5. The Lessee has adopted, or will adopt in a reasonable period post -closing, by resolution, separate written procedures regarding ongoing compliance with federal tax requirements necessary to keep, ensure and maintain the interest portions of the Rental Payments under the Lease Agreement as excluded form Lessor's gross income for federal income tax purposes, and will, on an annual basis, conduct an audit of the Lease Agreement to ensure compliance with such procedures IN WITNESS VMREOF, this Post -Issuance Tax Compliance Procedures Certificate has been executed on behalf of Lessee as of April 6, 2018. CITY OF SANTA ANA, CALIFORNIA By: Name: Raul Godinez II Title: City Manager 55A-146 TAB 11 55A-147 55A-148 1:11: ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT (this "Agreement") dated as of this 6th day of April, 2018 by and among SIGNATURE PUBLIC FUNDING CORP. ("Lessor"), a New York corporation, having its primary address at 600 Washington Avenue, Suite 305, Towson, Maryland 21204, CITY OF SANTA ANA ("Lessee"), a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, having its primary office at 20 Civic Center Plaza, Santa Acta, CA 92708 and SIGNATURE BANK (the "Escrow Agent"), a New York state -chartered commercial bank and having an office at Signature Bank, 75 Holly Hill Lane, Greenwich, CT 06830, WITNESSETH: WHEREAS, Lessee and Lessor have entered into that certain Equipment Schedule No 001 dated as of April 6, 2018 to that certain Equipment Lease -Purchase Agreement dated as of April 6, 2018 (collectively and together with all other documents, certificates, exhibits and related documentation therewith, collectively, the "Lease"); and WHEREAS, the Lessor has made a loan to Lessee in the form of "Lease Proceeds," which are to be used to pay various costs associated with the Lease and to acquire certain items of Equipment (as such term is defined in the Lease); and WHEREAS, Lessor and Lessee have agreed that all or a portion of the Lease Proceeds shall be held in escrow upon certain terms and conditions; and WHEREAS, Lessor and Lessee appoint the Escrow Agent as escrow agent of such escrow subject to the terms and conditions set forth in this Agreement; and WHEREAS, the Escrow Agent accepts such appointment as escrow agent subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, IT IS AGREED as follows: 1. Delivery of Escrow Funds. (a) Upon execution of the Lease and delivery of all documents and completion of all conditions precedent in the Lease, the Lessor will deliver, or shall cause to be delivered, to the Escrow Agent checks, internal transfers or wire transfers equal to the Initial Deposit Amount (as set forth on Schedule A hereto) and made payable to "City of Santa Ana, Signature Bank as Escrow Agent" for the benefit of Lessor and Lessee to be held in an account at Signature Bank entitled "City of Santa Ana Equipment Schedule 001, Signature Bank, as Escrow Agent" having ABA No. 026013576, Account No. 1503106872 (the "Escrow Account'). (b) The Initial Deposit Amount that consists of good and indefeasible collected funds that are 55A-149 deposited into the Escrow Account is referred to as the "Escrow Funds." The Escrow Funds shall be maintained and collateralized by the Escrow Agent in accordance with the written instructions provided by the Lessee and Lessor as more fully set forth on Schedule C hereto, which Lessee represents and warrants is in accordance with all applicable laws, regulations, and rules. (c) The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of these checks or any other funds delivered to Escrow Agent for deposit into the Escrow Account. If, for any reason, these checks or any other funds deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to advise Lessor and Lessee promptly thereof and return check in the manner directed in writing by Lessor and Lessee. 2. Release of Escrow Funds. (a) The Escrow Funds shall be paid by the Escrow Agent in accordance with the instructions, in form and substance satisfactory to the Escrow Agent, received from Lessor and Lessee, in all cases subject to Lessor approval and subject to delivery of those items set forth in Section 2(b) herein, or in accordance with Lessor's instructions delivered pursuant to Section 6 herein, or in absence of such instructions in accordance with the order of a court of competent jurisdiction. The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal, The Escrow Agent may act in reliance upon any instructions, court orders, notices, certifications, demands, consents, authorizations, receipts, powers of attorney or other writings delivered to it without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or thejurisdiction of the court issuing any judgment or order. The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that such person has been properly authorized to do so. (b) Upon receipt of a Payment Request Form (in substantially the form as set forth on Schedule B hereto) executed by Lessor and Lessee, an amount equal to the Acquisition Cost as shown therein shall be paid directly by Escrow Agent to the person or entity entitled to payment as specified therein. Although the Payment Request Form may have schedules, invoices and other supporting document attached to it, Lessor will send to Escrow Agent only the page or pages showing the signatures of Lessor and Lessee, the Acquisition Cost and related payment information, without such schedules, invoices or other supporting documentation. Escrow Agent may act and rely upon the signed Payment Request Form without the need to review or verify any such schedules, invoices or other supporting documentation. 3. Acceptance by Escrow Aeent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that: (a) The names and true signatures of each individual authorized to act singly on behalf of Lessor and Lessee arc stated in Schedule A. The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that any person who has been designated in Schedule A to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures of each individual authorized to act singly on behalf of Lessor and Lessee are stated in Schedule A, which is attached hereto and made a part hereof. The Lessee and Lessor may each remove or add one or more of its authorized signers stated on Schedule A by notifying the Escrow Agent of such change in accordance with this Agreement, which notice shall include the true signature for any new authorized signatories. (b) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross 55A-150 negligence. (c) Lessor and Lessee, jointly and severally, agree to indemnify, release, and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses, including, but not limited to, attorney's fees, costs and disbursements, (collectively "Claims") claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to the Escrow Agreement and the Escrow Agent's performaance hereunder or in connection herewith, except to the extent such Claims arise from Escrow Agent's willful misconduct or gross negligence as adjudicated by a court of competent jurisdiction. (d) In the event of any disagreement between or among Lessor and Lessee, or between any of them and any other person, resulting in adverse claims or demands being made to Escrow Agent in connection with the Escrow Account, or in the event that the Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. The Escrow Agent shall have the option, after thirty (30) days' notice to Lessor and Lessee of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights among themselves. The rights of the Escrow Agent under this section are cumulative of all other rights which it may have by law or otherwise. (e) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction. (f) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent's obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money delivered to the Escrow Agent for the Escrow Account and deposit said checks or instruments into the Escrow Account, and (fi) disburse or refrain from disbursing the Escrow Funds as stated herein, provided that the checks or instruments received by the Escrow Agent have been collected and are available for withdrawal. 4. Escrow Account Statements and Information. The Escrow Agent agrees to send to the Lessee and/or the Lessor a copy of the Escrow Account periodic statement, upon request in accordance with the Escrow Agent's regular practices for providing account statements to its non -escrow clients and to also provide the Lessee and/or Lessor, or their designee, upon request other deposit account information, including Account balances, by telephone or by computer communication, to the extent practicable. The Lessee and Lessor agree to complete and sign all forms or agreements required by the Escrow Agent for that purpose. The Lessee and Lessor each consents to the Escrow Agent's release of such Account information to any of the individuals designated by Lessee or Lessor, which designation has been signed in accordance with Section 3(a) by any of the persons in Schedule A. Further, the Lessee and Lessor have an option to receive e-mail notification of incoming and outgoing wire transfers. If this e-mail notification service is requested and subsequently approved by the Escrow Agent, the Lessee and Lessor agrees to provide a valid e-mail address and other information necessary to set-up this service and sign all forms and 55A-151 agreements required for such service. The Lessee and Lessor each consents to the Escrow Agent's release of wire transfer information to the designated e-mail address(es). The Escrow Agent's liability for failure to comply with this section shall not exceed the cost of providing such information. 5. Resignation and Termination of the Escrow Arent. The Escrow Agent may resign at any time by giving thirty (30) days' prior written notice of such resignation to Lessor and Lessee. Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except to hold the Escrow Funds that it has received as of the date on which it provided the notice of resignation as depository. In such event, the Escrow Agent shall not take any action until Lessor and Lessee jointly designate a banking corporation, trust company, attorney or other person as successor escrow agent. Upon receipt of such written instructions signed by Lessor and Lessee, the Escrow Agent shall promptly deliver the Escrow Funds, net of any outstanding charges, to such successor escrow agent and shall thereafter have no further obligations hereunder. If such instructions are not received within thirty (3 0) days following the effective date of such resignation, then the Escrow Agent may deposit the Escrow Funds and any other amounts held by it pursuant to this Agreement with a clerk of a court of competent jurisdiction pending the appointment of a successor escrow agent. In either case provided for in this section, the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds. 6. Termination. (a) Lessor and Lessee may terminate the appointment of the Escrow Agent hereunder upon a joint written notice to Escrow Agent specifying the date upon which such termination shall take effect. In the event of such termination, Lessor and Lessee shall, within thirty (30) days of such notice, jointly appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by both Lessor and Lessee, turn over to such successor escrow agent all of the Escrow Funds; provided, however, that if Lessor and Lessee fail to appoint a successor escrow agent within such thirty (30) -day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the Escrow Agent hereunder and shall be bound by all of the provisions hereof and the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds. (b) The Escrow Account shall be terminated on the "Termination Date," which shall be the earliest of (i) the final distribution of amounts in the Escrow Account, (ii) the "Anticipated Closing Date" (as such term is defined on Schedule A hereto), or (iii) unilateral written notice given by Lessor of the occurrence of a default, Event of Default (as such term is defined in the Lease), Non -Appropriation (as such term is defined in the Lease) or any other termination of the Lease which results in Lessor being paid less than the Concluding Payment (as such term is defined in the Lease). (c) Unless all of the Escrow Funds deposited by Lessor in the Escrow Account have been previously disbursed pursuant to Section 2 herein, on the Termination Date, Escrow Agent shall pay upon written direction from Lessor all remaining moneys in the Escrow Account to Lessor or its assignee for application to the Concluding Payment, including any fees, interest or premium included in the definition thereof as found in the related Lease. If any Concluding Payment does not contain a premium or penalty and this Agreement and the Escrow Account is terminated pursuant to Section 6(b) herein, then any amounts paid pursuant to this Section 6(c) shall be subject to a prepayment fee equal to three percent (31/6) of such amount. Lessor shall apply amounts received under this Section 6 first to unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to the Concluding Payment due under the Lease in the inverse order of all respective principal maturities, or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as 55A-152 scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 6(c), Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Capitalized terns used in this Section 6, but not defined herein, shall have the meanings given to such terms in the Lease. Escrow Agent shall have no responsibility to see to the appropriate application of any moneys returned under this Section 6. 7. Investment. (a) If the non-interest bearing account option is selected in Schedule A hereto, all Escrow Funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at Escrow Agent. (b) If the interest-bearing account option is selected in Schedule A hereto, the Escrow Fund shall be invested in Signature Bank's Monogram Insured Money Market Deposit Account for Business. Lessee agrees and represents to the Escrow Agent that any interest or other income earned on the Escrow Account shall for the purposes of reporting such income to the appropriate taxing authorities be deemed to be earned by the Lessee. (c) The following provisions are applicable regardless of whether an interest-bearing or non- interest bearing account is elected. The Lessee represents that it is a US person as that term is defined by IRS. The Lessee agrees to provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 to the Escrow Agent upon execution of this Escrow Agreement. The Lessee understands that, in the event the Lessee's tax identification number is incorrect or is not certified to the Escrow Agent, the Internal Revenue Code, as amended from time to time, may require withholding of a portion of any interest or other income earned on the Escrow Funds. The Lessee agrees to assume any and all obligations imposed, now or hereafter, by the applicable tax law and/or applicable taxing authorities, with respect to any interest or other income earned on the Escrow Funds and to indemnify and hold the Escrow Agent harmless from any liability or obligation on account of taxes, assessments, additions for late payment, interest, penalties, expenses and other governments] charges that may be assessed or asserted against the Escrow Agent in connection with or relating to any payment made or other activities performed under the terms of this Agreement, including without limitation any liability for the withholding or deduction of (or the failure to withhold or deduct) the same, and any liability for the failure to obtain proper certifications or to report properly to governmental authorities in connection with this Agreement, including costs and expenses (including reasonable legal fees and expenses) interest and penalties, in each such case to the extent applicable to, or arising in respect of, the interest earned on the Escrow Account, unless such liability is caused by the Escrow Agent's gross negligence or willful misconduct. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement. 8. Security Interest. The Escrow Agent and Lessee acknowledge and agree that the Escrow Account, the Escrow Funds, and all investments, cash, securities, and proceeds thereof are being irrevocably held by Escrow Agent for the benefit of the Lessee and Lessor subject to disbursement or return solely as set forth herein. In addition to the foregoing and should Lessor's interest in the Lease Proceeds be invalidated, illegal or challenged in any fashion, Lessee hereby grants to Lessor a first priority perfected security interest in the Escrow Account and Escrow Funds, and all cash, securities, investments and proceeds thereof that may, from time to time, be held in the Escrow Account. If the Escrow Account, or any part thereof, is converted to investments as set forth in this Agreement, such investments shall be made in the name of Escrow Agent and held for the benefit of Lessor and Lessee subject to the express terms and conditions of this Agreement. Notwithstanding the grant and conveyance of a lien and security interest in favor of the Lessor and solely with respect to Claims, Fees or other actual and out-of-pocket costs that have not been 55A-153 previously reimbursed, Escrow Agent is hereby granted a security interest in and a lien upon the Escrow Account and Escrow Funds, which security interest and lien shall be prior to all other security interests, liens or claims against the Escrow Account, Escrow Funds, or any part thereof. The Escrow Account and Escrow Funds shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessor or Lessee or Escrow Agent (other than Lessor's and Escrow Agent's respective security interests granted hereunder), 9. Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a one-time "Set -Up Fee," if any, as set forth on Schedule A hereto, which fee shall be paid by Lessor or Lessee upon the signing of this Agreement. In addition, Lessor and Lessee shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that becomes due in connection with this Agreement or the Escrow Account, including reasonable attorney's fees (collectively, and together with the Set -Up Fee, "Fees"). Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to or commensurate with the Termination Date, the Escrow Agent shall advise the Lessee and Lessor and the Lessee and Lessor shall direct all such amounts to be paid directly to Escrow Agent prior to any distribution of funds set forth in Section 6 herein 10. Regulatory Comnliance (a) Lessee and Lessor agree to observe and comply, to the extent applicable, with all anti - money laundering laws, rules and regulations including, without limitation, regulations issued by the Office of Foreign Assets Control of the United States Department of Treasury and the Financial Crimes Enforcement Network of the U.S. Department of Treasury. (b) Lessee and Lessor shall provide to the Escrow Agent such information as the Escrow Agent may require to enable the Escrow Agent to comply with its obligations under the Bank Secrecy Act of 1970, as amended ("BSA'J, or any regulations enacted pursuant to the BSA or any regulations, guidance, supervisory directive or order of the New York State Department of Financial Services or Federal Deposit Insurance Corporation. The Escrow Agent shall not make any payment of all or any portion of the Escrow Funds to any person unless and until such person has provided to the Escrow Agent such documents as the Escrow Agent may require to enable the Escrow Agent to comply with its obligations under the BSA. (c) To help the United States government fight funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened and from time to time as be required by the Escrow Agent's internal policies and procedures, the Escrow Agent shall be entitled to ask for such information that will allow the Escrow Agent to identify relevant parties. For a non -individual person such as a business entity, a charity, a trust, or other legal entity, the Escrow Agent may ask for documentation to verify its formation and existence as a legal entity. The Escrow Agent may also ask to see financial statements, licenses, identification, and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. The Parties acknowledge that a portion of the identifying information set forth herein is being requested by the Escrow Agent in connection with Title III of the USA Patriot Act, Pub.L. 107-56 (the "Act"), and Lessee and Lessor each agrees to provide any additional information requested by the Escrow Agent in its sole discretion in connection with the Act or any other legislation, regulation, regulatory order or published guidance to which the Escrow Agent is subject, in a timely manner. 55A-154 11. Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand -delivery, by facsimile followed by first-class mail, by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below. If to Lessor: Signature Public Funding Corp. 600 Washington Avenue, Suite 305 Towson, Maryland 21204 Attention: Donald Keough E-mail Address: DKeoughRsignaturenv.com Fax No: (646) 927-4005 If to Lessee: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702] Attention: Francisco Gutierrez Fax No.: (714) 647-5414 If to Escrow Agent: Signature Bank 75 Holly Hill Lane Greenwich, CT 06830 Attention: Thomas Mooney, Group Director and Senior Vice President Fax No.: 646-660-4272 12. General. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles. UNLESS EXPRESSLY PROHIBITED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (b) This Agreement sets forth the entire agreement and understanding of the parties in respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto. (c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns. (d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless 55A-155 all other parties have given their prior written consent. (e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions. (f) This Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto. 13. Form of Signature. The parties hereto agree to accept a facsimile or e-mail transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each partywho produces a facsimile or e-mail signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in first class mail, postage pro -paid, to the address of the Escrow Agent. 14, No Third -Party Beneficiaries, This Agreement is solely for the benefit of the parties and their respective successors and permitted assigns, and no other person has any right, benefit, priority or interest under or because of the existence of this Agreement. 55A-156 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date fust set forth above. CITY OF SANTA ANA By: Name: Title: Raul Godinez Il City Manager SIGNATURE PUBLIC FUNDING CORP. LE Name: Donald S. Keough Title: Senior Managing Director SIGNATURE BANK 10 Name: Thomas Mooney Title: Group Director and Senior Vice President By: Name: Richard J. Carr Title: Associate Group Director and Vice President By: Name: William Mooney Title: Group Director and Senior Vice President 55A-157 SPFC Lease/Account Number: Name of Lessee: Schedule A [ - 1-001 City of Santa Ana Beneficiary Name for Fund: City of Santa Ana Equipment Schedule 001, Signature Bank, as Escrow Agent Date of Escrow Agreement: April 6, 2018 Date of Equipment Lease -Purchase Agreement: April 6, 2018 Lessee's State / Commonwealth: CA Lessee's Tax Identification Number: 95-6000785 Escrow Agent Fee: $0.00 Initial Deposit Amount: $7,052,662.00 Account Type: Non-interest Bearing Anticipated Closing Date: October 6, 2019 The Escrow Agent is authorized to accept instructions signed or believed by the Escrow Agent to be signed by any one of the following on behalf of Lessee and Lessor. City of Santa Ana Name True Signature Name Donald S. Keough Rich Cumbers Signature Public Funding Corp. True Signature 55A-158 I Schedule B: Payment Request Form No. " CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST The following payment request is directed to Signature Bank (the "Escrow Agent'), as escrow agent under that certain Escrow Deposit Agreement dated April 6, 2018 (the 'Escrow Agreement'), between the City of Santa Ana ('Lessee'), Signature Public Funding Corp. ("Lessor'), and the Escrow Agent. The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained under the Escrow Agreement the amount set forth below to the named payce(s). The amount shown is due and payable under a purchase order or contract (or has been paid by and not previously reimbursed to Lessee). The equipment described below is part or all of the Equipment purchased pursuant to Equipment Schedule No. 001 dated as of April 6, 2018 to that certain Equipment Lease -Purchase Agreement dated as of April 6, 2018 (collectively, the "Lease', between Lessor and Lessee: DESCRIPTION OF QUANTITY UNITS OF EQUIPMENT AMOUNT PAYEE Lessee hereby certifies and represents to and agrees with Lessor as follows with respect to the Equipment described above: (i) the Equipment has been delivered to the location(s) set forth in the Lease; (ii) a present need exists for the Equipment, which need is not temporary or expected to diminish in the near future; (iii) the Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority; (iv) the estimated useful life of the Equipment based upon the manufacturer's representations and Lessee's projected needs'is not less than the term of the Lease; (v) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes as of the date of this Certificate; (vi) the Equipment is covered by insurance in the types and amounts required by the Lease; (vii) no default, Event of Default or Event of Nonappropriation, as those terms are defined in the Lease, and no event that with the giving of notice or lapse of time or both, would become a default, Event of Default or an Event of Nonappropriation, has occurred and is continuing on the date hereof, and (viii) sufficient funds have been appropriated by Lessee for the payment of all rental payments or other amounts due under the Lease during Lessee's current Fiscal Year. Based on the foregoing, the Escrow Agent is hereby authorized and directed to fund the acquisition of the Equipment set forth above by paying, or causing to be paid, the manufacturer(s)/vendor(s) the amounts set forth on the attached invoices from the Escrow Fund held under the Escrow Agreement in accordance with its terms. The following documents are attached hereto and made a part hereof: (a) Original Invoice(s) and (b) Copies of Certificate(s) of Ownership, designating Lessor as legal owner, and evidence of filing. [Remainder ofpage intentionally left blank] 55A-159 IF REQUEST IS FINAL REQUEST, CHECK HERE 0. The undersigned hereby certifies that the items of Equipment described above, together with the items of Equipment described in and accepted by Certificates of Acceptance and Payment Requests previously filed by Lessee with Lessor constitute all of the Equipment subject to the Lease. Date: Approved: SIGNATURE PUBLIC FUNDING CORP., as Lessor CITY OF SANTA ANA, as Lessee Name: Title: 55A-160 Schedule C: Collateralization Disclosure and Acknowledgement for Deposit of Public Moneys The undersigned acknowledges and agrees that all moneys belonging to the Lessee and Lessor and on deposit at Escrow Agent in excess of the FDIC insurance levels shall be collateralized by Escrow Agent by a Municipal Letter of Credit (MULOC) issued by the Federal Home Loan Bank of New York (FHLBNY). Lessee and Lessor represent and warrant that the foregoing FHLBNY MULOC is compliant with any applicable local, county, state or federal rule and regulations, including, without limitation, the CA: Local Agency Deposit Security Law and applicable California Government Code and Code of Regulations. IN WLTNESS WHEREOF, the duly authorized parties have executed this Collateralization Disclosure and Acknowledgement for Deposit of Public Moneys as of the date first set forth below. LESSOR: LESSEE: SIGNATURE PUBLIC FUNDING CORP. CITY OF SANTA ANA 0 Donald S. Keough Senior Managing Director Date: ESCROW AGENT: SIGNATURE BANK By: By: Raul Godinez II City Manager Date: Name: Thomas Mooney Title: Group Director and Senior Vice President By: Name: Richard J. Carr Title: Associate Group Director and Vice President By: Name: William Mooney Title: Group Director and Senior Vice President Date: 55A-161 55A-162 TAB 12 55A-163 55A-164 jmf 3/26/18 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER OR EXECUTIVE DIRECTOR OF FINANCE TO ENTER INTO AN ELEVEN YEAR FINANCING AGREEMENT WITH HOLMAN CAPITAL CORPORATION FOR FUNDING OF THE CITY'S ACQUISITION AND UPGRADES OF THE STREETLIGHTS SYSTEM FROM SOUTHERN CALIFORNIA EDISON PURSUANT TO THE PURCHASE AND SALE AGREEMENT BETWEEN THE CITY AND SCE AS APPROVED BY THE CITY COUNCIL ON APRIL 4, 2017 AND SUBSEQUENTLY APPROVED BYTHE CALIFORNIA PUBLIC UTILITIES COMMISSION 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. Southern California Edison ("SCE") recently altered its longstanding corporate policy with respect to the streetlight system by making SCE -owned streetlights available for purchase by local governments. B. SCE currently owns approximately 11,373 high pressure sodium streetlights throughout the City of Santa Ana, of which approximately 7,800 have been made available for purchase by the City ("Streetlights System"). C. The energy and maintenance costs will be substantially reduced by approximately $900,000 per year, the savings of which will be leveraged to finance the acquisition and system upgrade. D. Operation and ownership of the streetlights by the City will result in many benefits including: o Conversion to energy efficient Light -Emitting Diode (LED) fixtures o Improving the environment o Providing faster street lighting service calls o Improving lighting levels and safety o Reducing energy cost to the City o Providing greater street lighting system reliability o Reducing maintenance costs E. On April 4, 2017, the City Council approved the Purchase and Sale Agreement to purchase the SCE -owned streetlights, subject to approval by the California Resolution No. 2018 -XXX 55A-165 Page 1 of 3 Public Utilities Commission (CPUC) and subject to financing approved by the City Council. F. The CPUC approved the Purchase and Sale Agreement in November 2017. G. To provide funding for the purchase of the Streetlights System, it is proposed that the City enter into an eleven -year financing agreement with Holman Capital Corporation in an amount not to exceed $8,608,053, which sum includes principal and Interest costs. H. In addition to providing funding for the Streetlights System, the proposed financing agreement with Holman Capital Corporation will provide funding for: the purchase and installation of energy efficient LED lighting for the streetlights by Siemens, Inc.; the installation of lighting in under -lit areas; a reserve contingency; a master plan for fiber optics; the installation of metering and controls; and the documentation fee for the financing agreement. Agreements for these additional components will be approved and entered into separately. I. City staff issued a Request for Qualifications on March 1, 2018 from several financial firms to provide the necessary funding for the Streetlights System. Holman Capital Corporation was selected on the basis of the lowest Interest rate. Holman Capital specializes in financing the equipment, infrastructure, and facilities of state and local governments, educational institutions, and healthcare providers nationwide. Section 2. The City Council of the City of Santa Ana hereby authorizes the City Manager or Executive Director of Finance to enter into an eleven year financing agreement with Holman Capital Corporation, in an amount not to exceed $8,608,053 (including principal and interest), to provide funding for the City's purchase of the Streetlights System from Southern California Edison pursuant to the Purchase and Sale Agreement previously approved by the City Council on April 4, 2017, which funding shall include the purchase and installation of LED lighting and the related projects described above. The City Manager or Executive Director of Finance is also authorized to execute any documents or make any assurances that are necessary as part of the financing agreement. 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 April, 2018. Resolution No. 2018 -XXX Page 2 of 3 Miguel A. Pulido Mayor 55A-166 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney hn M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2018 -XXX 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 55A-167 Page 3 of 3 55A-168 TAB 13 55A-169 55A-170 UCC -1 Financing Statement This is a post -closing item to be prepared and filed by Investor. 55A-171 55A-172 TAB 14 55A-173 55A-174 Fonni7iJ! -' Information Return for Tax -Exempt Governmental Obligations (Rev. September 2011) ► Under Internal Revenue Code section 149(e) OMB No. 1545-0720 ►See separate instructions. Department of the Treasury Caution: If the issue price is under S100,000, use Forrn 8038 -GC. Internal Revenue Service If Amended Return, 1 Issuer's name 2 Issuers employer identification number (EIN) City of Santa Ana 95-6000785 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box If mail Is not delivered to street address) Room/suite 5 Report number (For IRS Use Only) 15 13 20 Civic Center Plaza 17 7,052,662 6 City, town, or post office, state, and ZIP code 7 Date of issue Santa Ana, CA 92702 April 6, 2018 8 Name of Issue 8 CUSIP number $7,052,662.00 Lease of Street Light Project None 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other instructions) employee shown on 10a Francisco Gutierrez, Executive Director of Finance 714-647-5422 FMrM Tvne of Issue (enter the issue Dricel. See the instructions and attach schedule. 11 12 13 14 15 16 17 18 19 20 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other. Describe ► If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . . ► ❑ If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . ► ❑`�. If obligations are in the form of a lease or installment sale, check box . . . . . . . . ► ❑ 11 12 13 14 15 16 17 7,052,662 00 18 r,"�' „`�">~'� i _�t,�,„�z�, 3 s+ ' a Description of Obligations. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) Staled redemption price at maturity (d) Weighted average maturity (e) Yield 21 07/03/2029 1 $ 7,052,662.00 $ NIA - Lease 1 6.62 years 1 3.330 % Uses of Proceeds of Bond Issue (including underwriters' discount) 22 23 24 25 26 27 28 29 30 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . Issue price of entire issue (enter amount from line 21, column (b)) . . . . Proceeds used for bond issuance costs (including underwriters' discount) . . 24 5,0001 00 Proceeds used for credit enhancement . . . . . . . . . . . . 25 Proceeds allocated to reasonably required reserve or replacement fund 26 Proceeds used to currently refund prior issues . . . . . . . . . 27a`.'`f Proceeds used to advance refund prior issues . . . . . . . . . 28 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 22 23 7,052,662 00 ?;'•; '' 5,0001 00 ate,_ `_I .29 30 7,047,662 00 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years 33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . . ► 34 Enter the date(s) the refunded bonds were issued ► (MMroonyvY) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 637735 Farm 8038-G (Rev. 9-2011) 55A-175 Forth 8038-G (Rev. 8-2011) Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract - (GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . .36a b Enter the final maturity date of the GIC ► C Enter the name of the GIC provider 10 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box to ❑ and enter the following information: b Enter the date of the master pool obligation ► c Enter the EIN of the issuer of the master pool obligation b, d Enter the name of the issuer of the master pool obligation ► 39 If the issuer has designated the issue under section 265(b)(3)(8)()(111) (small issuer exception), check box . . . . 10 21 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider 111i c Type of hedge ► d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualifed bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement . . . . . . . . . ► b Enter the date the official intent was adopted ► Signature and Consent Paid Preparer Use Only Under penalties of periury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are two, correct, and complete. I further declare that I consent to the IRS's disclosure of the Issuer's return Information, as necessary to process this return, to the person that I have authorized above. Signature of issuer's authorized representative Date it/Type preparers name I Preoarer's slanature 55A-176 Francisco Gutierrez,Exe.Director of Finance Tvoe or print name and title Check U if Form CUJU-U (Rev. 9-2011) TAB 15 55A-177 55A-178 CLOSING MEMORANDUM $7,052,662.00 LEASE OF APRIL 6, 2018 PURSUANT TO THAT EQUIPMENT LEASE -PURCHASE AGREEMENT AND EQUIPMENT SCHEDULE THERETO DATED APRIL 6, 2018 BETWEEN THE CITY OF SANTA ANA, AS LESSEE, AND HOLMAN CAPITAL CORPORATION, AS LESSOR Pre-Closins: Pre -Closing will be held at the Lessee's convenience, on or before April 6; 2018. All documents will be executed and three (3) blue ink originals will be overnighted to Donald S. Keough, Esquire, 600 Washington Avenue, Suite 305, Maryland 21204, for delivery no later than 9:00 am on the morning of April 6, 2018 and held in trust until such time as the hires and original documents are released by the Parties. Closine: (1) By wire transfer and pending receipt of original, executed Lease Documents, on the moming of April 6 2018, Signature Public Funding Corp. ("SPFC," as the Assignee of Holman Capital Corporation) is authorized by Lessee to transfervia wire transfer the Total Equipment Cost (as defined below) to the Vendor as follows: Bank Name: SienatureBank ABA Number: 026013576 Account Number: 1563106872 Account Name: City of Santa Ana Equipment Schedule 001 Attn: SPFCLeaseNo 1'? r :.`r -001 (2) By wire transfer and pending receipt of original, executed Lease Documents, on the morning of April 6, 2018, the SPFC is authorized by Lessee to transfer via wire transfer the Issuance Costs (as defined below) to Lessor, pursuant to the wire instructions as follows: Bank Name: Communitv Business Bank ABA Number: 121144191 Account Number: 201008281 Account Name: Holman Capital Corporation Counsel for each of the Parties will confirm by e-mail receipt of funds and then the release of all original documents held in trust, when such funds and/or documents are in the possession of each of the Parties. Sources and Uses of Funds: Principal Amount of Lease $ 7,052,662.00 TOTAL SOURCES $ 7,052,662.00 Total Equipment Cost: $ 7,047,662.00 Issuance Costs: $ 5,000.00 TOTAL LEASE PROCEEDS $7,052,662.00 Attest: CITY OF SANTA ANA Name: Raul Godinez U Title: City Manager 55A-179 55A-180 TAB 16 55A-181 55A-182 A-2017-065 PURCHASE AND SALE AGREEMENT cl THIS PURCHASE AND SALE AGREEMENT (this "Agreement') is made and w y entered into as of r 2017 ("Effective Date"), by and between SOUTHERN CY CALIFORNIA EDISOCalifornia corporation ("SCE"), and the City of Santa Ana, a LU a o Municipal Corporation and Charter City ("Buyer"). SCE and Buyer are referred to herein LL t 9 Individually as a "Party," and together as "Parties". C r RECITALS F A. SCE currently owns Eleven Thousand, Three Hundred Seventy Three (11,373) LS -1 n electric streetlight facilities located in the City of Santa Ana, of which, Seven Thousand, Eight Hundred Seventeen (7,817) are to be purchased by Buyer. B. Buyer has expressed a desire to purchase the Facilities (defined below) from SCE, and SCE is willing tp sell the Facilities to Buyer, on the terms and conditions set forth In this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the respective covenants and agreements contained in this Agreement, SCE and Buyer each agree as follows: 1. DEFINITIONS. The following terms shall have the meanings ascribed to them below for purposes of this Agreement. "Agreement" has the meaning given in the first paragraph. "Applicable Requirements" means all laws, statutes, ordinances, rules, regulations, requirements or orders of any Governmental Authority now in force or that may later be in force, and the terms and conditions of any permit, certificate, license or other requirement. "Bill of Sale" means a document setting forth the Purchase Price and Transition Costs as well as any Taxes for which Buyer is responsible with respect to the Facilities specified to be transferred to Buyer (including Reconfigured Facilities), which document shall be substantially in the form of Exhibit B attached hereto. "Business Day" means a day other than Saturday, Sunday or a day on which (i) banks are legally closed for business in the State of California; or (ti) SCE is closed for business. "Buyer" has the meaning given in the preamble paragraph. "CEQA" has the meaning given in Section 5.2. "Claims" has the meaning given in Section 7.1. Page 1 of 18 55A-183 "Closing Date" means the day on which the closing of the purchase and sale of the Facilities shall occur. "Commencement Date" has the meaning in Section 6.1. "CPUC" means the California Public Utilities Commission, or its regulatory successor, as applicable. "CPUC Approval" means a final, unconditional and unappealable decision of the CPUC under Section 851 of the Public Utilities Code (including exhaustion of all administrative and judicial remedies or the running of time periods and statutes of limitation for rehearing and judicial review without rehearing or judicial review being sought) approving this Agreement and the transactions contemplated hereby on terms and conditions acceptable to SCE and Buyer, in their good faith discretion, including approval of SCE's proposed accounting and rate making treatment of the sale in accordance with CPUC's decisions. "CPUC Approval Date" means the date on which the CPUC Approval occurs. "Effective Date" has the meaning given In the preamble paragraph. "Environmental Requirements" means any applicable federal, state and local statutes, regulations or ordinances now in force or that may later be in force relating to the protection of human health or safety, or regulating or relating to industrial hygiene or environmental conditions, or the protection of the environment, or pollution or contamination of the air, soil, surface water or ground water, including federal, state and local laws, requirements and regulations pertaining to reporting, licensing, permitting, investigating and remediating emissions, discharges, releases or threatened releases of such substances into air, surface water or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of such substances. Environmental Requirements include without limitation: the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. 9601 et sea.); the Hazardous Materials Transportation Act (49 U.S.C. 5101 at seg.); and the Resource Conservation and Recovery Act (42 U.S.C. 6901 at secl.) "Excluded Taxes" means (a) taxes (other than any sales, use, gross receipts, or any taxes in the nature of sales, use or gross receipts taxes) imposed on SCE that are capital gains taxes, minimum or alternative minimum taxes, accumulated earnings taxes, franchise taxes or taxes on or measured by gross or net income, capital or net worth of SCE; and (b) personal property taxes to the extent the payment is addressed in Section 3.4(b), and is not required to be reimbursed to SCE by Buyer. "Facilities" has the meaning given in Section 2.2 and further described in Exhibit A. "Governmental Authority" means any federal, state, local or other governmental, regulatory or administrative agency, commission, department, board, subdivision, Page 2 of 18 55A-184 court, tribunal, or other governmental arbitrator, arbitral body or other authority, but excluding Buyer. "Hazardous Substances" means any hazardous or toxic material or waste, which is or becomes regulated by Environmental Requirement. Without limiting the generality of the foregoing, Hazardous Substances includes any material or substance; (a) now or hereafter defined as a "hazardous substance, " "hazardous waste," "hazardous material," " extremely hazardous waste," " restricted hazardous waste" or "toxic substance" or words of similar Import under any applicable Environmental Requirements; or (b) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, and is now or hereafter regulated as Hazardous Substance by the United States, the State of California, any local governmental authority or any political subdivision thereof, or which cause or are listed by the State of California as being known to the State of California to cause, cancer or reproductive toxicity; or (c) the presence of which poses or threatens to pose a hazard to the health or safety of persons or the environment; or (d) which contains gasoline, diesel fuel or other petroleum hydrocarbons; or (e) which contains lead- based paint or other lead contamination, polychlorinated biphenyls ("PCBs"), or asbestos or asbestos -containing materials or urea formaldehyde foam insulation; or (f) which contains radon gas; or (g) fuel or chemical storage tanks, energized electrical conductors or equipment, or natural gas transmission or distribution pipelines; and (h) other potentially hazardous substances, materials, products or conditions. "Inventory Inspection Activities" means the activities referenced in Section 6.2 and set forth in Exhibit C to be performed by Buyer and SCE during the Inventory Inspection Period. "Inventory Inspection Period" has the meaning set forth in Section 6.2fa1. "Land" means the real property on which the Facilities are located, together with any other real property that is encumbered by Land Rights. "Land Rights" means the easements, leases, permits, franchise agreements or other agreements that grant SCE the right to locate the Facilities on the Land and/or permit access to the Facilities by SCE. "Local Service Planning Office" means SCE's local service planning office located at 1325 S. Grand Ave, Santa Ana CA 92705. "Potential Environmental Hazards" means electric fields, magnetic fields, electromagnetic fields, electromagnetic radiation, power frequency fields, and extremely low frequency fields, however designated, and whether emitted by electric transmission lines, other distribution equipment or otherwise. "Purchase Price" has the meaning given in Section 3.1. Page 3 of 18 55A-185 "Reconfigured Facilities" means any additional facilities the Parties identify during the Inventory Inspection Period which serve purposes in addition to street lighting, which the Parties agree that SCE will reconfigure to remove such other (non -street light) uses, and which will be purchased by Buyer from SCE. Buyer shall coordinate all activities relating to Reconfigured Facilities with SCE's Local Service Planning Office. "SCE Parties" means SCE, its affiliates, and each of their respective past, present and future officers, directors, partners, employees, agents, representatives, shareholders, attorneys, affiliates, parent and subsidiary corporations, divisions, insurance carriers, heirs, legal representatives, beneficiaries, executors, administrators, predecessors, transferees, successors and assigns. "Transition Activities" means the activities referenced in Section 6.2 and set forth in Exhibit C to be performed by SCE and Buyer (after the Inventory Inspection Period expires) with respect to the Facilities to be transferred from SCE to Buyer. "Transition Costs" has the meaning in Section 3.3. "Tax Claim" has the meaning given in Section 3.4(e). "Taxes" mean all federal, state, local or foreign income, ad valorem, gross receipts, license, payroll, employment, excise, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property including assessments, special assessments, special district assessments, escape assessments, benefit assessments and maintenance assessments, fees or other charges or surcharges of any nature based on the use or ownership.of real property), personal property, sales, use, documentary transfer, registration, value added, alternative and add-on minimum, estimated taxes, and all other taxes of any kind whatsoever, including all interest, penalties, fines and additions thereto, whether disputed or not, including all items for which liability arises as a transferee or successor -in -interest. 2. PU CHASE AND SALES OF FACILITIES. 2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, SCE agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase and acquire from SCE, all of SCE's right, title and interest in the Facilities. 2.2 Description of Facilities. The "Facilities" consist of Seven Thousand, Eight Hundred Seventeen (7,817) electric streetlight facilities owned by SCE and located within the Buyer's service territory. A detailed description and listing of the Facilities to be purchased and sold is provided Exhibit A. The Parties believe that Exhibit A contains a reasonably accurate inventory and map of the LS -1 streetlight facilities owned by SCE within the Buyer's service territory that are considered for sale. Page 4of18 55A-186 3. PURCHASE PRICE AND OTHER COSTS. 3.1 Purchase Price. Subject to adjustment as provided in this Section 3.1, the total purchase price for all Facilities described in Exhibit A ("Purchase Price") is Three Million, Six Hundred Sixty Nine Thousand, Four Hundred Eighty Seven Dollars ($3,669,487). (a) Prior to the Closing Date, the Parties shall mutually agree on the Purchase Price and any additional costs for any Reconfigured Facilities transferred to Buyer in accordance with Section 6.2. (b) Prior to the Closing Date, if the actual number of Facilities does not equal 7,817 then, the Parties will amend the Bill of Sale to increase or decrease the Purchase Price, as appropriate, using the dollar amount of SCE's average price for each type of streetlight facility in the Buyer's municipality (concrete poles will be valued at SCE's average price for concrete poles, steel poles will be valued at SCE's average price for steel poles, wood poles will be valued at SCE's average price for wood poles, and fiberglass poles will be valued at SCE's average price for fiberglass poles). 3.2 Intentionally Omitted. 3.3 Transition Costs. In addition to the Purchase Price, Buyer shall pay to SCE thirty dollars ($30.00) for every pole to be transferred listed in the final bill of sale, which shall represent SCE's good faith estimate of the cost of SCE's Transition Activities with respect to the Facilities ("Transition Costs"). 3.4 Taxes. (a) Except for any Excluded Taxes for which Buyer will have no liability, Buyer shall pay all Taxes arising in connection with the sale and transfer of the Facilities, this Agreement or the transactions contemplated herein, or the receipt of the Purchase Price or other amounts hereunder, which Taxes are levied or imposed on or with respect to SCE, Buyer or all or any part of the Facilities or any use thereof on or after the Closing Date. (b) State and local personal property Taxes relating to the Facilities for the tax year (ending June 30) will be prorated between Buyer and SCE on the following basis: SCE is to be responsible for all such Taxes for the period up to the Closing Date for such Facilities; and Buyer is responsible for all such Taxes for the period on and after the Closing Date. All Taxes assessed on an annual basis will be prorated on the assumption that an equal amount of Taxes applies to each day of the year, regardless of how many payments are billed or made, except that Buyer will bear all supplemental or other state and local personal property Taxes that arise out of change in ownership of the Facilities. In addition, Buyer acknowledges that the Facilities are assessed by the California State Board of Equalization as of Page 5 of 18 55A-187 January 1 of each year, and, if the Closing Date occurs between January 1 and June 30, SCE must pay personal property taxes arising out of the ownership of the Facilities for the subsequent fiscal year. If the Closing Date occurs between January t and June 30, Buyer will depositwith SCE the full amount to pay personal property taxes for the tax year beginning on July 1, in addition to the prorated amount of personal property taxes for the current tax year (ending June 30), and SCE will pay the personal property taxes for these tax years before they become delinquent, provided however, SCE may pay such taxes in installments as permitted by law. If the personal property tax amounts owing for the tax year beginning on July 1 are not available as of the Closing Date, then the amount due from Buyer to SCE for such tax year will be estimated on the basis of the prior year's personal property taxes and such amount will be subject to adjustment after the Closing Date. If the Closing Date occurs between July 1 and December 31, Buyer will deposit with SCE the prorated amount of personal property taxes for the tax year in which the Closing Date occurs and SCE will pay the personal property taxes for such tax year before they become delinquent; provided however, SCE may pay such taxes in installments as permitted by law. (c) SCE will be entitled to any refunds or credits of Taxes relating to the Facilities that are allocable to the period prior to the Closing Date. Buyer will promptly notify and forward to SCE the amounts of any such refunds or credits to SCE within five (5) Business Days after receipt thereof. Buyer will be entitled to any refund or credit of Taxes relating to the Facilities that are allocable to the period on and after the Closing Date. SCE agrees to reasonably cooperate with Buyer's efforts to obtain such refund or credit. (d) After the Closing Date, Buyer will notify SCE in writing, within five (5) Business Days after Buyer's receipt of any correspondence, notice or other communication from a taxing authority or any representative thereof, of any pending or threatened tax audit, or any pending or threatened judicial or administrative proceeding that involves Taxes relating to the Facilitates for the period prior to the Closing Date, and furnish SCE with copies of all correspondence received from any taxing authority in connection with any audit or information request with respect to any such Taxes relating to the Facilities for the period prior to the Closing Date. (e) Notwithstanding any provision of this Agreement to the contrary, with respect to any claim for refund, audit, examination, notice of deficiency or assessment or any judicial or administrative proceeding that involves Taxes relating to the Facilities for the period either entirely prior to the Closing Date or both prior to and after the Closing Date (collectively, "Tax Claim"), the Parties will reasonably cooperate with each other in contesting any Tax Claim, Including making available original books, records, documents and information for inspection, copying and, if necessary, introduction as evidence to any such Tax Claim contest and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder Page 6 of 18 55A-188 with respect to such Tax Claim or to testify at proceedings relating to such Tax Claim. SCE will control all proceedings taken in connection with any Tax Claim that pertains entirely to the period prior to the Closing Date, and SCE and Buyer will jointly control all proceedings taken in connection with any Tax Claim pertaining to the period both prior to and after the Closing Date. Buyer has no right to settle or otherwise compromise any Tax Claim which pertains entirely to the period prior to the Closing Date; and neither Party has the right to settle or otherwise compromise any Tax Claim which pertains to the periods both prior to and after the Closing Date without the other Party's priorwritten consent. (f) The obligations of the Parties pursuant to this Section 3.4 shall survive the termination of this Agreement, 4. CONDITIONS PRECEDENT 4.1 Conditions to Buyer's Obligations. Buyers obligation under this Agreement to purchase the Facilities is subject to the fulfillment or waiver of each of the following conditions precedent: (a) SCE shall have performed or compiled In all material respects with all covenants, agreements and conditions contained in this Agreement to be performed or complied with by SCE at or prior to the Commencement Date and the Closing Date. (b) No suit, action or other proceeding shall be pending before any court or Governmental Authority which seeks to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain material damages or other material relief in connection with this Agreement or the transactions contemplated hereby. (c) The City Council shall have identified and approved a structured financing plan to pay the Purchase Price and Transition Costs. The terms of a feasible financing shall be determined solely by the City Council. 4.2 Conditions to SCE's Obligations SCE's obligation under this Agreement to sell the Facilities to Buyer is subject to the fulfillment or waiver of each of the following conditions precedent: (a) Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement to be performed by Buyer at or prior to the Commencement Date and the Closing Date. (b) No suit, action or other proceeding shall be pending before any court or Governmental Authority which seeks to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain material damages or other material relief in connection with this Agreement or the transactions contemplated hereby. Page 7 of 18 55A-189 (c) Buyer shall have notified SCE that Buyer has identified, approved, and obtained a structured financing plan to pay the Purchase Price and Severance Costs, as set forth in Section 4.1(c). Buyer must notify SCE of the foregoing by the time CPUC Approval is obtained or this condition precedent shall not be met. 4.3 CPUC Approval. The obligation of each Party to consummate the purchase and the sale of the Facilities is conditioned upon obtaining CPUC Approval. SCE agrees to make reasonable efforts to draft and file an application seeking CPUC approval within ninety (90) days following the Effective Date of this Agreement. Buyer agrees to cooperate with SCE's efforts to obtain CPUC Approval, including by promptly reviewing and commenting on the application for CPUC Approval. Buyer acknowledges and agrees that SCE makes no representation or warranty -with respect to the likelihood of obtaining CPUC Approval, and Buyer hereby waives all Claims against SCE that may arise as a result of the need for CPUC Approval or SCE's failure to obtain CPUC Approval. The application seeking CPUC Approval will request such approval within six months of the date the application is filed. SCE makes no representations as to when or in what manner the CPUC will act on the application. 4.4 Satisfaction or Waiver of Conditions Precedent. Buyer may waive in writing any of the conditions precedent set forth in Section 4.1, and SCE may waive in writing any of the conditions precedent set forth in Section 4.2. Neither Party shall have the right to waive the condition precedent set forth in Section 4.3. Subject to the foregoing, in the event that any of the conditions precedent set forth in this Section 4.1 or Section 4.2 have not been satisfied or waived on or before the Commencement Date or the Closing Date (as the same. may be extended), then the Party whose obligations are subject to such condition precedent shall have the right to rescind this Agreement ab initio upon written notice to the other Party, and SCE and Buyer shall thereupon return to the other Party all performances received from the other Party (exceptfor the Transition Costs actually paid), and each Party shall be released from all other obligations under this Agreement, except those which expressly survive termination. 5. CONDITION OF FACILITIES AND LAND RIGHTS 5.1 Except for CPUC Approval, Buyer is solely responsible for complying, at Buyer's sole expense, with all Applicable Requirements and obtaining all authorizations, consents, licenses, permits and approvals of Governmental Authorities and third persons in connection with the consummation of the transactions contemplated by this Agreement and with Buyer's operation of the Facilities, whether as result of the PCB content or otherwise. Without limiting the foregoing, Buyer is responsible for any costs of complying with the California Environmental Quality Act ("CEQA"), if and to the extent applicable to the sale and transfer of the Facilities, and satisfying, at Buyer's sole expense, any and all mitigation measures under CEQA that may apply to Buyer's acquisition or operation of the Facilities. Buyer shall Page 8 of 18 55A-190 promptly notify SCE of any and all mitigation measures that may affect SCE. If SCE determines in good faith that any such mitigation measures may adversely affect SCE, SCE shall have the right without liability to Buyer to terminate this Agreement upon written notice to Buyer. In the event of such termination, SCE and Buyer shall each be released from all obligations under this Agreement, except those that expressly survive termination. Buyer's obligations under this Section 5_1 shall survive the termination of this Agreement. 5.2 Disclosure Reaardina Hazardous Substances. SCE hereby discloses to Buyer that Potential Environmental Hazards and Hazardous Substances, including PCBs, may be present at, in, on, under, about, contained in, or Incorporated in the Facilities. Buyer represents that it is purchasing the Facilities for Buyer's own use, and not for resale (provided that Buyer contemplates that Buyer may transfer title to the Facilities in connection with financing and/or refinancing of the Facilities). If Buyer sells the Facilities, or any part thereof, it shall disclose, in writing, to all potential Buyers, prior to the sale, that Potential Environmental Hazards and Hazardous Substances, including PCBs, may be present at, in, on, under, about, contained in, or incorporated in the Facilities, or portions thereof. Further, in the event the Facilities (or any portion thereof) are sold, conveyed or transferred in any manner to a person other than SCE, Buyer shall incorporate in the agreement effectuating such transfer, language substantially in the same form as this paragraph. Buyer's obligations under this Section 5.2 shall survive the termination of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, SCE approval shall not be required for any conveyance of the Facilities, whether or not such conveyance is made in connection with a financing or refinancing of the Facilities or any part thereof. 5.3 Disclaimers _ Reaardinci the Facilities and the Land. BUYER ACKNOWLEDGES THAT IT IS RELYING UPON ITS OWN INDEPENDENT INVESTIGATION IN DECIDING TO PURCHASE THE FACILITIES. BUYER EXPRESSLY DISCLAIMS RELIANCE ON ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES, EITHER EXPRESS OR IMPLIED, BY SCE, ITS OFFICERS, DIRECTORS, COUNSEL, REPRESENTATIVES OR AGENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE FACILITIES, THE PROSPECTS (FINANCIAL AND OTHERWISE) OF THE FACILITIES, THE QUALITY OF WORKMANSHIP OF THE FACILITIES, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. SCE FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING POTENTIAL ENVIRONMENTAL HAZARDS, THE PRESENCE OF HAZARDOUS SUBSTANCES, COMPLIANCE OF THE FACILITIES OR THE LAND WHERE THE FACILITIES ARE LOCATED WITH ENVIRONMENTAL REQUIREMENTS, OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL REQUIREMENTS. NO SCHEDULE OR EXHIBIT TO THIS AGREEMENT, NOR Page 9 of 18 55A-191 ANY OTHER MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY SCE, WILL CAUSE OR CREATE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCE EXPRESSLY DISCLAIMS: (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND (C) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR MATERIALS. 5.4 "AS IS" SALE. THE FACILITIES ARE BEING TRANSFERRED "AS IS, WHERE IS, AND WITH ALL FAULTS" IN THEIR EXISTING CONDITION, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND BY SCE, EXPRESS, IMPLIED OR STATUTORY, AND WITHOUT RECOURSE AGAINST SCE. 5.5 Specific Disclaimer Regarding Land Rights. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SCE IS NOT ASSIGNING OR OTHERWISE TRANSFERRING ITS RIGHT, TITLE AND INTEREST IN AND TO ANY LAND RIGHTS (OR ANY CLAIM, RIGHT OR BENEFIT ARISING UNDER OR RESULTING FROM SUCH LAND RIGHTS) IN CONNECTION WITH ITS SALE OF THE FACILITIES TO BUYER, AND BUYER ASSUMES ANY AND ALL RISKS AND LIABILITIES IN CONNECTION WITH THE ABSENCE OF ADEQUATE OR APPROPRIATE LAND RIGHTS. 5.6 Maintenance of Facilities Prior to Closing. From the Effective Date until the Closing Date, SCE will, at its expense, operate and maintain the Facilities in accordance with SCE's rate "Schedule LS -1 LIGHTING - STREET AND HIGHWAY - UNMETERED SERVICE COMPANY-OWNED SYSTEM," and consistent with SCE's custom and past practices. 5.7 New Facilities. Until the Commencement Date, SCE may continue to install new streetlights in the City of Santa Ana in accordance with SCE's standard practices and tariffs and CPUC rules and regulations. 6. COMMENCEMENT AND POST -COMMENCEMENT ACTIVITIES. 6.1 Commencement Date. The "Commencement Date" shall be the date that is five (5) working days after the CPUC Approval Date. 6.2 Actions on Commencement Date. On or before the Commencement Date the Parties shall commence the following actions for the Facilities to be transferred to Buyer: (a) For a period not to exceed six (6) months following the Commencement Date (the "Inventory Inspection Period"), the Parties will perform their respective Inventory Inspection Activities set forth In Exhibit C, including identifying any Reconfigured Facilities. SCE's Local Service Planning office shall provide Page 10 of 18 55A-192 written notice to Buyer before the expiration of the Inventory Inspection Period identifying any potential Reconfigured Facilities and stating the work necessary to reconfigure such facilities for sale to Buyer and the estimated time and cost to complete the work ("Reconfigured Facilities Notice"). (b) For a period of ten (10) Business Days following Buyer's receipt of the Reconfigured Facilities Notice, Buyer shall have the right to accept or reject the Reconfigured Facilities described in the Reconfigured Facilities Notice, which acceptance or rejection shall be evidenced by a written notice delivered to SCE's Local Service Planning Office. (c) At any time during the Inventory Inspection Period, each Party shall perform and complete Its respective Transition Activities for all Facilities, excepting only the Reconfigured Facilities Identified in the Reconfigured Facilities Notice, which Reconfigured Facilities shall not be Included in the Bill of Sale, will not be paid for through Escrow, but will rather be invoiced for separately following the Closing Date. Notwithstanding the foregoing, prior to or during the Inventory Inspection Period, each Party shall perform and complete its respective Transition Activities for any Reconfigured Facilities. (d) Not later than thirty (30) days prior to the expiration of the Inventory Inspection Period, SCE shall deliver to Buyer a revised and final Bili of Sale duly executed by SCE. The Parties agree that delivery of the Bill of Sale shall be effective upon the earlier of (i) delivery to Buyer by hand of an original Bill of Sale or (ii) Buyer's receipt of a facsimile or other electronic transmission of the Bill of Sale. If delivery is made by facsimile or other electronic transmission, SCE shall concurrently send the original Bill of Sale to Buyer by registered or certified mail or overnight courier. (e) At any time prior to delivery of the final Bill of Sale, Buyer may elect at its sole and absolute discretion to remove any of the Facilities (exceptfor Reconfigured Facilities) and deduct on a pro rata basis the value of such Facilities from the Purchase Price. (f) Within ten (10) working days following the delivery of the final Bill of Sale, Buyer shall say to SCE in US Dollars the Purchase Price, Transition Costs, and the Taxes (but not Excluded Taxes) for the Facilities to be transferred to Buyer. (g) Following the Closing Date, SCE's Local Service Planning Office will invoice Buyer separately for any duly accepted Reconfigured Facilities. 6.3 Assumption of Liabilities. Beginning on the Closing Date, Buyer will assume all obligations and liabilities of any kind or nature whatsoever related to, arising from, or associated with ownership or possession of the Facilities transferred to Buyer. 6.4 Post -Inventory Inspection Period Activities, Page 11 of 18 55A-193 (a) As soon as practicable after the Closing Date, but effective as of the Closing Date, SCE will officially change the charge for electricity furnished to the Facilities transferred to Buyer from the Streetlight Rate Schedule LS -1 to the Streetlight Rate Schedule "LS -2 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE" Multiple Service — Rate B and provide written notice to Buyer of such change ("Notice of Rate Change"). At the next available billing period following the Notice of Rate Change, SCE shall credit Buyer an amount equal to the difference between the amount charged to Buyer for electricity under the LS -1 Schedule and the amount that would have been charged to Buyer for the same electricity under the LS -2 Schedule for the period beginning with the Commencement Date and ending on the date the rate change is effective. (b) Priorto the Closing Date, SCE shall provide an updated final map and inventory of the Facilities transferred to Buyer. 6.5 Prohibition on Connecting Non -Conforming Load. Buyer acknowledges and agrees that Buyer's purchase of the Facilities does not entitle Buyer to connect non -conforming load to the Facilities or supporting circuits beyond SCE's initial point of connection. If Buyer wishes to connect such non -conforming load, Buyer agrees to comply with SCE's applicable filed tariffs. 6.6 Closing Date. The Closing Date shall occur no later than the first working day immediately following the completion of the Inventory Inspection Period. The exact Closing Date shall be determined by the mutual consent of the Parties. RELEASE. 7.1 Release. Buyer, for itself, and for any future owners of all or apart of the Facilities, and each of their respective predecessors, successors, assigns, licensees, officers, directors, employees, agents, partners, shareholders, transferees, parent and subsidiary corporations, legal representatives, heirs, beneficiaries, executors and administrators hereby fully and forever releases, discharges and covenants not to sue the SCE Parties of, from or for any and all losses (including diminution in the value of the Land) and all other costs, claims, demands, actions, suits, orders, causes of action, obligations, controversies, debts, expenses, accounts, damages (including consequential or direct damages), judgments and liabilities of whatever kind or nature (including fines and civil penalties), and by whomsoever asserted, in law, equity or otherwise, whether known or unknown, (each a "Claim" and, collectively, "Claims") arising from or in any way connected with the Facilities, Claims relating to Potential Environmental Hazards, and Claims relating to the presence of PCBs or any other Hazardous Substances in the Facilities, and/or in, on or about the Land. 7.2 Waiver of Civil Code S 1542. With respect to the matters being released in Paragraph 7, and as to those matters only, Buyer does knowingly, after having first Page 12 of 18 55A-194 obtained the advice of its attorneys, waive all of the provisions of California Civil Code § 1542 ("Section 1542"). Section 1542 reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist In his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Buyer acknowledges and agrees that: (a) the releases set forth in Paragraph 7 are Intended to extend to and extinguish all claims, causes of action, etc. that are encompassed within the terms of the releases, including those that are not presently known to or suspected by Buyer and (b) It may hereafter discover facts in addition to or different from those which it now believes concerning the subject matter of this Agreement, and that notwithstanding any such new or different facts, the releases contained herein will remain effective. Buyer further acknowledges and agrees that the foregoing waiver of Section 1542 is an essential and material term of this Agreement, without which said consideration would not have been given. Buyer has been advised by its legal counsel regarding this release and waiver and understands and acknowledges the significance and consequences of this release and waiver of Section 1542. 8. INDEMNITY. Buyer shall, at its sole cost and expense, indemnify, protect, defend and hold the SCE Parties harmless, to the fullest extent permitted by law, from and against any and all Claims (including the payments of damages, both actual and consequential, the payment of penalties and fines, the payment of the actual fees and expenses of experts, attorneys and others, and the payment of the cost of environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration, remedial work and other "response costs" under CERCLA or any other Environmental Requirements) arising from or in any way connected with: (a) any activities or failures to act in connection with this Agreement by Buyer, its employees, agents, or contractors; or (b) the ownership, possession, use or operation of the Facilities transferred to Buyer from and after the Closing Date; or (c) Potential Environmental Hazards relating to the Facilities or the presence, disposal, dumping, escape, seepage, leakage, spillage, discharge, emission, pumping, emptying, injecting, leaching, pouring, release or threatened release of PCBs or any other Hazardous Substances in connection with the Facilities, to the extent such Hazardous Substances were present or affecting the Facilities and/or in, on, or about the Land as of the Closing Date; or (d) the failure of the Facilities to comply with any Applicable Requirements following the Closing Date; or (e) Buyer's breach of any of its obligations under this Agreement. In no event shall Buyer be required to indemnify SCE for any claims to the extent related to the gross negligence or willful misconduct of SCE. If any action or proceeding is brought against any one or more SCE Parties for any Claim against which Buyer is obligated to indemnify or provide a defense hereunder, Buyer, upon written notice from SCE, shall defend the SCE Parties, Buyer's obligation to defend includes the obligation to defend claims and participate in administrative proceedings, even if they are false or fraudulent. The indemnity, defense and other obligations of Buyer in this Section 8 shall survive the termination of this Agreement. Any claim for indemnification for any losses connected with any Claims subject to this Section Page 13 of 18 55A-195 will be reduced by any amount that SCE receives from any insurance policy regarding those losses. 9. MISCELLANEOUS. 9.1 Time of Essence. Time is of the essence of this Agreement and each and every provision hereof. 9.2 Force Maieure. Except for the payment of money when due, performance by either Party hereunder shall not be deemed to be in default, or considered to be a default, where delays or defaults are due to force majeure events beyond the control of such Party, including, without limitation, war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, government imposed moratorium legislation, actions of failures to act by any regulatory -authority with jurisdiction over SCE (including the CPUC), freight embargoes, lack of transportation, weather -caused delays, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplier, that are not attributable to the fault of the Party claiming an extension of time. An extension of time for any such force majeure cause shall be for the period of the enforced delay and shall commence to run from the date of occurrence of the delay; provided, however, that the Party claiming the existence of the delay first provides the other party with written notice of the occurrence of the delay, within ten (10) days of the commencement of such occurrence of a force majeure event and, thereafter, takes prompt and reasonable action within its control to remedy such force majeure event. 9.3 Further Assurances. Each Party hereto agrees to execute and deliver to the other Party such further documents or Instruments as may be necessary or appropriate in order to carry out the intentions of the Parties as contained in this Agreement. 9.4 Binding Effect; Assignment. This Agreement shall be binding upon, and shall inure to the benefit of, the heirs, successors and assigns of the Parties hereto. Notwithstanding the foregoing, Buyer shall have no right to assign this Agreement or any of its rights or obligations under this Agreement. 9.6 Severablilty. If any provision of this Agreement shall be unenforceable or invalid, the same shall not affect the remaining provisions of this Agreement and the provisions of this Agreement are intended to be and shall be severable. 9,6 Survival. The covenants, agreements, obligations, indemnities and releases contained in Sections 3.4, 5. 6.3. 6.4, 6.5. 7 and 6 of this Agreement shall survive the termination of this Agreement. Page 14 of 18 55A-196 9.7 Governing Laws. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California without reference to its conflicts of laws provisions. 9.8 Counterparts, This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9.9 Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be either personally delivered or transmitted by registered or certified mall, return receipt requested, postage prepaid, or by a nationally recognized overnight courier, such as FedEx or Airbome Express, addressed to the Parties as follows: If to SCE: Manager of Streetlights Attention: John King Southern California Edison 8042 A Irwindale Ave, Irwindale CA 91702 If to Buyer: City of Santa Ana Attn: Tyrone Chesanek, P.E. Principal Civil Engineer Construction Engineering Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 The date of any notice or communication shall be deemed to be the date of receipt If delivered personally, or the date of the receipt or refusal of delivery If transmitted by mail or overnight courier. Any Party may change its address for notice by giving notice to the other Party in accordance with this Section 9.9. 9.10 Limitation on Liability. Buyer expressly agrees that the obligations and liabilities of SCE under this Agreement and any document referenced herein shall not constitute personal obligations of the officers, directors, employees, agents, affiliates, members, representatives, stockholders or other principals or representatives of SCE. SCE expressly agrees that the obligations and liabilities of Buyer under this Agreement and any document referenced herein shall not constitute personal obligations of the officers, directors, employees, agents, affiliates, members, representatives, stockholders or other principals or representatives of Buyer. The limitations contained in this Section 9.10 shall survive the termination of this Agreement. 9.11 Exhibits. The following Exhibits are attached hereto and incorporated by reference into this Agreement. Page 15 of 18 55A-197 Exhibit A Description of the Facilities Exhibit B Form of Bill of Sale Exhibit C Inventory Inspection Activities Exhibit D SCE Communications Equipment Exhibit E Pole Attachment License Agreement 9.12 Dispute Resolution. In the event any dispute arises concerning the enforcement and/or interpretation of this Agreement, the Parties agree to attempt initially to settle such claims or disputes in good faith between themselves. Said obligation to discuss settlement of such claims or disputes shall be initiated by written notice of such claim or dispute. Should the Parties not settle such claims or disputes within thirty (30) days of the date of mailing of such notice or within such additional time period to which the Parties agree in writing (the °Negotiation Period"), the Parties may mutually agree to submit any such claim or dispute to mediation. In such case, the Parties will select an independent mediator within thirty (30) days of the expiration of the Negotiation Period (the "Selection Period"), either by mutual agreement or, in the absence of agreement on a mediator, by requesting during the Selection Period that the American Arbitration Association in Los Angeles, California appoint a mediator. The mediation shall be commenced within thirty (30) days of the selection of a mediator by the Parties or the American Arbitration Association. Except as provided herein or by written agreement of the Parties, the mediation shall be conducted in Los Angeles pursuant to the rules of the American Arbitration Association. If the Parties are unable to settle the dispute through discussions or in mediation, each Party shall have the right to pursue all of its remedies at law or in equity. The covenants of Buyer and SCE contained in this Section 9.12 shall survive the termination of this Agreement. 9.13 Communications Equipment. Buyer acknowledges that the Facilities have certain SCE -owned and operated radio equipment, used for the collection and relay of data from meters and the collection, relay, and communication with SCE distribution systems, attached to them as identified in Exhibit D ("SCE Communications Equipment'). Concurrently with the Closing Date, Buyer shall grant to SCE a cost-free license to leave in place, operate, maintain, replace and remove any SCE Communications Equipment attached to Facilities purchased by Buyer pursuant to the Pole Attachment License Agreement attached hereto as Exhibit E. 9.15 lnteroretation. The language in all parts of this Agreement shall be construed according to its normal and usual meaning and not strictly for or against either SCE or Buyer. The headings of the paragraphs of this Agreement are inserted solely for convenience of reference and are not a part of and are not intended to govern, limit or aid in the construction of any terms or provisions hereof. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." Page 16 of 18 55A-198 9,16 Authority. Each Party represents and warrants that the execution, delivery and performance of this Agreement has been duly authorized by such Party and each person signing this Agreement on Its behalf is duly and validly authorized to do so. 9.17 Prior Agreements. This Agreement and the exhibits hereto contain the entire agreement and understating of the Parties relating to the subject matter hereto and shall supersede any prior written or oral agreements or communications between the Parties pertaining to such subject matter. IN WITNESS WHEREOF, the Parties hereto have caused this agreement to be duly executed as of the date and year first written above. [SIGNATURES APPEAR ON FOLLOWING PAGE] Page 17 of 18 55A-199 SCE: SOUTHERN CALIFORNIA EDISON, a California corporation By: Greg Ferree Its: VP of Distribution Business Line BUYER: CITY OF SANTA ANA, a California charter city and municipal corporation By: � Gerardo Mouet Acting City Manager ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: ca.,4 .F,� J# Funk Assistant City Attorney Page 18 of 18 55A-200 Exhibit A Description of Facilities Exhibit A-2 55A-201 55A-203 A N N m m em m N mm�� no.�i nmw m $°' " �d $g��"'�Q gN n0n a��mRn GN 1,wm m m mm m v m m m m m m m m m m n �`1 n N �� wjj n Wpg1 $ pp S d y N '1 0h0m P N ry� M m O T N W.Nim n gyp{, �(yO mp pN W m y p P r� FMp VOA pyo Ny n O N �-I < C N$ XI ov�NONNPP F Am^Gm P $ et mQNN �"IPV W W of did�� v.. p®}"N�$5y ah aF�G FN hbG m.l i.s r't �i«�P��N�N�� oq W �W W mai vi�$� r{�W G^m GG� W aNi��aI�W W W W$ 3mo33� %WNW 6i W�$i ^yS an�yy �1 1� n N�� I� �f�y�y e� !h n N N n a ^ ^n N� any IM e1 ti 1� n ti n eN1i ti .i N� N N H 'I �i M� N M M M w H N N H a M H� rN'il M M N N ti N N eN1 eN1 N eN1 N M e�l AAAAAAAAdAANAAAAAAANNN4yyNjj��y�APInn8ANNRNNNSNSN8NSN�yN$y IPI R O 01-k N S ONNW }}�NrQoNaNMNNSN�yN�$yy�ppAAaN yah yO� t N N N A T1 N R N yOj N P W m m P P T m m N N N m P m m W m P m P P N W m W P W P P 5 AAa"p1A 'rpiA°JA°.1°..1°.J° °«bJ8n8 s po`2`2 . ^�UR 5 5 5 00 0 600pp0 0oo8o8b"L�"a'8eaeo' 6' N n n N . 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N n m rm1 N r N H pOpll pn .i r1 n F M 2�° •&a•B 0 o 0 o .n. 3 .t 0 0 Scc2c2i`oa`ao 'n ` n av_° �`�`� nn�a8oaeeo`o```80,$Sa ¢a_ o :e"'Z v2 b.9 'a v b' b'd�'99dbv eE;t a¢o 8b va'd b,v¢ v'a d by 2 acbv4e v'v < •bo tcto VV q'- w^uo pOV4nVl Wn � `Im8&«6N'��TC pMq�°ad�i]r"3 rpi t„Cm�mmm WWb q�'n8'rmmi w 1� rW1 •-IA j W Wm W ¢ "da $.l T TW m d .`i. y. ^ e:�.BW w x y W W W Q Tw 1� n n yn � ii T 10 O T um1 !Q y6 � 0 Irl � �p'l n 8 pppb� P ryryd � O � N N N N O p P N � �J a r1 F or M1d T lV N ryry C m 1�1 1ff X X N N Q d n Ip m Ia �G � 1� O m R N f0 Oml � � rn1 N •-I � O In-I N � M M P Ia' � V � 10 P N l� 1mO N � N � � m � � � � n G � � P F FFFNFFK'FNFFn�Fnl'.�eNR'��bIJ'gn'n�FF�R'GnF FF18�n�eNnFrN nW� 55A-348 Exhibit B Form of Bill of Sale BILL OF SALE Pursuant to that certain Purchase And Sale Agreement, dated , 2016("Agreement"), by and between Southern California Edison, a California corporation ("SCE"), and the City of Santa Ana, [a Municipal Corporation and Charter City] ("Buyer"), effective as of 2017, SCE hereby sells, assigns, transfers and delivers to Buyer all of SCE's right, title and interest in and to the property described in Attachment A ("Facilities"), attached hereto and hereby incorporated herein by this reference. All capitalized terms not defined in this Bill of Sale shall have the meanings given them in the Agreement. THE FACILITIES ARE BEING TRANSFERRED "AS IS, WHERE IS, AND WITH ALL FAULTS" IN THEIR EXISTING CONDITION, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND BY SCE, EXPRESS, IMPLIED OR STATUTORY, AND WITHOUT RECOURSE AGAINST SCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE FACILITIES, THE PROSPECTS (FINANCIAL AND OTHERWISE) OF THE FACILITIES, THE QUALITY OF WORKMANSHIP OF THE FACILITIES, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. SCE FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING POTENTIAL ENVIRONMENTAL HAZARDS, THE PRESENCE OF HAZARDOUS SUBSTANCES, COMPLIANCE OF THE FACILITIES OR THE LAND WHERE THE FACILITIES ARE LOCATED WITH ENVIRONMENTAL REQUIREMENTS, OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL REQUIREMENTS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SCE IS NOT ASSIGNING OR OTHERWISE TRANSFERRING ITS RIGHT, TITLE AND INTEREST IN AND TO ANY LAND RIGHTS (OR ANY CLAIM, RIGHT OR BENEFIT ARISING UNDER OR RESULTING FROM SUCH LAND RIGHTS) IN CONNECTION WITH ITS SALE OF THE FACILITIES TO BUYER, AND BUYER ASSUMES ANY AND ALL RISKS AND LIABILITIES IN CONNECTION WITH THE ABSENCE OF ADEQUATE OR APPROPRIATE LAND RIGHTS. This Bill of Sale is executed pursuant to the authorization contained in the order of the California Public Utilities Commission in its Decision No. , dated and is subject to all the terms and conditions of the Agreement, including the provisions set forth above, Exhibit B-1 55A-349 The parties represent that they are duly authorized to execute this Bill of Sale. SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation By: Greg Ferree VP Distribution Business Line Accepted and Agreed: BUYER: CITY OF SANTA ANA, a California charter city and municipal corporation 0 Name: Title: Exhibit B-2 55A-350 55A-351 a x x x x x x x a o X X X%% X X X X X X X X X c w a W� U to ro 1, ro u a �o 0 5o a o ro4= m + v` 0 P: wto n a E .g iY E i2 r v a"i3a«'c ro c a my to m N Q N a c .c oR Nn E c n H a s c .w% 5 a m tpc °yy y to E4 av to v c "'r A� o m .9 to tl. nj N to Nry 10¢0 N w N ui ry b ry � '� ai N td N �i N b N w N td N o a id V id dj a '7 tti 55A-352 6 Exhibit E Communications Equipment 55A-353 55A-354 a' ? 6pg A$g °#a tFt FgP $ 2�A g 5ggx a�i� 111s 11111. i 1111 11 1 i M M 93 � 11 1!i i3 3 i i3o3Fag�3 �ea �ii3 11 8 .� aiaaaS Si�� a°A.3 9 E'a� z a" za�zz zzazagGe=S-ezz � _ Es��� 'z� Egdd ii _ pp ',y?g 3 d xRA A A 9 PIP H Q M A _ A' y 4 P `A P a Q a A a a A P 9 P P P P A A Yt 9 IQ is i^ A d G a a A A = PA i .T 9 a 9. !y IQ Im I. T[ IP Y i 55A-354 55A-355 E k 55A-356 CLk}§§f§ [/ �!7)°m% ]!4§Ng §§§} zzzz �)))) »@@2 wCD gSS lGWWG )ED&»@ l2Lb# # lcomee k I§®m« 7 �2)§§ �_ #`£$ // ° -\w// k k ) ee m in ) §e§� S22>E §�\f ]§§(§ kk§§ 22#2 BemS ® ru ru 2a&(LCL R§!] §uoo� §S!K@ 720) �ƒ§]� 2mmm§ 55A-356 AGREEMENT FOR CITYWIDE STREETLIGHT UPGRADE CITY OF SANTA ANA THIS AGREEMENT is made and entered into this 3rd day of April, 2018 by and between Siemens Industry, Inc. Intelligent Traffic Systems ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("City"). RECITALS A. On August 2, 2017, the City issued Request for Proposal No. 17-075, by which it sought a Contractor to evaluate models of LED fixtures identified by the City and thereafter fiuuish and install the LED fixtures, as selected by the City, for Citywide Streetlight Upgrades. B. Contractor submitted a responsive proposal that was selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 17-075. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the tern 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 in the scope of services that was included in RFP No. 17-075 and as further delineated in Contractor's proposal, which is attached as Exhibit A and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended under this Agreement shall not exceed Two Million One Hundred Sixty -Two Thousand Eight Hundred Dollars ($2,162,800) during the term of this Agreement, including any extension periods exercised under Section 3. This sum is comprised of (1) the base fee of $2,059,360 plus (2) a contingency of $103,440 for services to be performed at the sole discretion of the City, 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. Page 1 of 8 55A-357 �T This Agreement shall commence on the date first written above and terminate on April 2, 2019, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one 1 -year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILINGWAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or `maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure by Contractor to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data provided under this Agreement. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at anytime, provided that any such use not within the purposes agreed under this Agreement shall be at City's sole risk without any liability for Contractor whatsoever. Page 2 of 8 55A-358 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under .this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. Page 3 of 8 55A-359 f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. CONTRACTOR'S WARRANTY Contractor warrants that: (i) it will perform the services in a professional and workmanlike manner; and (ii) the labor and materials provided by Contractor are free from defects in material and workmanship for a period of 12 months from initial installation/delivery by Contractor. Additionally, Contractor will assign to the City any manufacturer's warranties associated with any materials. 9. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for legal counsel to be selected by the Contractor and to be approved by the City in writing with such approval not to be unreasonably withheld, 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. Notwithstanding the foregoing, the Contractor shall only be liable if the City (a) gives the Contractor prompt written notice of any written and official alleged or threatened claims; (b) allows the Contractor on its request to control the defense and/ or settlement of such claim, which in any case shall be subject to city council approval; and (c) provides to the Contractor all reasonable cooperation and information as may be requested by the Contractor. The City shall not take any actions that would be prejudicial to the Contractor's defense and/or settlement of any proceeding and shall not make any admissions which would be prejudicial to the defense and/or settlement of any proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782,8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. If third parties or the City have contributed to the damage, Contractor's liability is restricted to the allocable share of its negligence. Page 4 of 8 55A-360 10. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly -identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement, The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13, CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities, Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 5 of 8 55A-361 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. TERMINATION This Agreement maybe terminated by the City upon thirty (3 0) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt ofsuch notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as agreed under this Agreement. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. 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. 19. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined Page 6 of 8 55A-362 and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions, Said inability shall be cause for termination of this Agreement. i•��il 16�N� h rl:\�1 sC�]�GY �.Z��+�6� C7� 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. 22. 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 Fax: (714) 647-6956 With courtesy copies to: 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 7 of 8 55A-363 To CONTRACTOR: Siemens Industry, Inc. Intelligent Traffic Systems 9225 Bee Cave Road, Building B, Suite 101 Austin, TX 78733 Attn: John Billings A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on 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:6N^ John V. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Edwin "William" Galvez, P.E. Acting Executive Director Public Works Agency CITY OF SANTA ANA Raul Godinez II City Manager CONTRACTOR By: Title: Page 8 of 8 55A-364 vfz k'x 54" Exhibit A ti Y August 216', 2017 `CityWide Streetlight Upgrade RFP. 17-075 ,'City of Santa Ana SIEMENS f4aJinhc�i .forf�� Tyrone Chesanek Program Manager City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Dear Mr. Chesanek, Marcus Welz CEO, Siemens ITS marcus.welz@slemens.com 9225 Bee Cave Rd Building B, Ste 101 Austin, TX 78733 RE: RFP 17.04 Rajarshi Ghosh CFO, Siemens ITS ralarshi.ghosh@siemems.com (512) 837-8300 —office (512) 421.6617 — fax August 18, 2017 Thank you for the opportunity to participate in the bid proposal process with the City of Santa Ana. We appreciate the chance to earn your business and hope to enjoy a long working relationship. Siemens is a leader in the streetlight acquisition, LED conversion and system -wide maintenance services in the Southern California Edison territory. Siemens Is the only contactor who has supported a community all the way through the process and provides the best experience for the City of Santa Ana, We believe that this experience, coupled with our ability to partner with leading manufacturers to install the newest and most efficient technology, makes Siemens an excellent partner for this project. The persons who are authorized to negotiate and sign the final contract for Siemens shall be: Marcus Welz— CEO, ITS Rajarshi Ghosh — CFO, ITS The primary contact person for this proposal shall be: Alex Valenti Account Manager Phone: 415.246-7257 alex.valenti@siemens.com We appreciate the ability to compete for your business and are confident that Siemens and our ITS Team can successfully execute a streetllght retrofit for your community that will exceed your expectations. We look forward to hearing from you in the future. Sincerely, Marcus Welz CEO, ITS Y Rajarshi hosh CFO, ITS 55A-366 SIEMENS IN 4�iy{aru�. Contents Statementof Qualifications.......................................................................................................................1 ContractAgreement Statement.............................................................................................................1 Firmand Team Experience...................................................................................................................1 AboutSiemens..................................................................................................................................1 KeyStaff............................................................................................................................................1 TeamQualifications...........................................................................................................................2 OrganizationalChart .............................................................................................................................4 Understandingof Need.........................................................................................................................5 Installation.............................................................................................................................................8 ProjectSchedule...................................................................................................................................9 Relevant Project Experience...............................................................................................................10 References..........................................................................................................................................11 Scope of Services and Schedule............................................................................................................13 FeeProposal..........................................................................................................................................15 Certifications...........................................................................................................................................15 Appendix- Resumes...........................................................................................................................16 55A-367 SIEMENS I��,Wri�r.F,►t;�. , Statement of Qualifications Limited to 10 double sided pages Contract Agreement Statement Siemens Industry, Inc, Intelligent Traffic Systems acknowledges the provisions as contained Attachment 2 — Standard Agreement attached within RFP No. 17-075, Citywide Street Light Upgrade. Presently, there are concerns with the Agreement; we reserve the right to negotiate final terms after notice of intent to award. Finn and Team Experience About Slemens With business experience spanning three centuries (1847-2017), Siemens has been at the forefront of electrical technology since its inception. Siemens is a global powerhouse focusing on the areas of electrification, automation and digitalization. One of the world's largest producers of energy-efficient, resource -saving technologies, Siemens is a leading supplier of systems for power generation and transmission as well as medical diagnosis. In infrastructure and industry solutions the company plays a pioneering role. In 1881, a Siemens AC Alternator, driven by a watermill, was used to power the world's first electric street lighting, introducing to the world a new way to make nighttime streets safer and useful. Since then, Siemens has expanded its markets to include vehicles for rail traffic, road traffic control and Information systems, turnkey mobility systems, and integrated mobility solutions; these are a few of our areas of expertise. Siemens has approximately 348,000 employees in more than 200 countries, and revenues of $86 billion. Siemens Office Locations Siemens ITS is headquartered in Austin. Texas with regional Southern California offices in neighboring Orange, Riverside and EI Cajon. The regional team consists of over eighty field and office staff. Siemens has the Experience Siemens' ability to undertake this project is evidenced by our team's depth of experience to successfully complete several large LED streetlight retrofits over the past ten years. In sum, we have retrofitted over 165,000 fixtures with LED technology. Siemens is a leader in the streetlight acquisition, LED conversion and system -wide maintenance services in the Southern California Edison territory. Siemens is the only contactor who has supported a community all the way through the process and provides the best experience for the City of Santa Ana. With active projects In Huntington Beach and Rialto, Siemens staff are experts with the SCE process and LED streetlighting services. In addition, Siemens has recently been selected as the contractor for the Western Riverside Council of Governments streetlight program which will entrust Siemens to provide strestiight conversion and maintenance services for over 11 communities and nearly 50,000 streetlights in Riverside County. Key Staff Our key team members for this project are all highly experienced professionals, with a great deal of street light conversion experience. They know the ins and outs of such projects, and will use this knowledge to best manage and execute this conversion. Drawing on their combined knowledge, and collaborating on a regular basis, the team will work hand-in-hand with the City to provide professional, top-notch level of service, satisfaction, and quality. The end result will be a true energy saving conversion for the City. The table below is a listing of these personnel, their role, and how much time will be devoted to successfully completing this project. Page 11 55A-368 SIEMENS I i"rut Team Member Location Role rime Devoted to Pro'ect Alex Valenti Account Manager/Principal Orange, CA Contract development and ° 10-15/° Agent customer liaison Bryan Berlin Orange, CA Construction coordination 25-35% Pro ect Manager and billing Richard O'Hearn' Boston MA Lighting design and utility 10% Senior Energy Engineer liaison Steve Teal Riverside, Overall responsibility for 20% Director of Services CA Customer Services Michael Hutchens Riverside, Management of project staff 20%_ Area Operations Manager 1 CA and crews Team Qualifications Alex Valenti - Account Manager. Alex joined Siemens in 2014, and has over 8 years in the energy efficiency field, developing energy efficiency lighting standards and assisting City's in developing street light projects throughout California. Alex represents Siemens in the California Street Lights Association group which is the major advocacy group for municipalities in California. Alex is assisting many communitles in Southern California to purchase utility owned street lights and develop turnkey LED conversions. Alex will be the primary contact for all elements of the street light project for the City. The responsibilities of the Account Manager include coordination of the project team, confirming project requirements, monitoring milestones and providing open communication with the customer. The Account Manager will address legal issues Including all contract -related documents, assist in the transition from one phase of the project to the next, maintain time schedules, and ensure that all documentation is in order. Bryan Berlin - Senior Project Manager. Mr. Berlin has over 10 years of project management experience within the street lighting and ITS industries. In his current role, he manages all phases of project implementation including the creation of the project plan and design, schedule and budget, procurement, supervision of Siemens ITS field personnel and project administrative staff, oversight of any project partners/vendors, and stakeholder communications. Mr. Berlin is a certified Project Management Professional (PMP) through the Project Management Institute (PMI) and adheres strictly to their project management principles with a primary focus on the triple constraints of scope -schedule - cost and achieving customer/stakeholder goals. Mr. Berlin has been involved in many streetlight retrofit and design projects during his time at Siemens. Bryan will be responsible for maintaining the project budget, resources, and managing material purchasing. In addition, Bryan will provide project management support to the project team. This will include the supervision of Siemens field personnel and any partners participating in the project (e.g., subcontractors, materials suppliers, recycling vendor, etc). He will be responsible for the overall coordination of the project Including staffing, material and labor procurement, scheduling and execution of the project. The goal of our Project Managers is to complete the project on schedule with minimal disruption to the client's facilities while ensuring client expectations are met. Richard O'Hearn Jr., CEM, Sr. Energy Engineer— Mr. O'Hearn has been in the street lighting field for nearly a decade, as a Roadway Lighting Engineer, Project Manager, and Energy Engineer. Mr. O'Hearn serves as one of Siemens' technical resources for the roadway lighting design and energy analyses that are required for streetlight retrofits, tasks associated with billing adjustment requests, and Page 12 55A-369 SIEMENS /� fV (1q ZI%I (, utility rebate applications. He also completes technical assessments of the various vendor options on the customer's behalf to provide objective analyses to Inform the customer concerning tradeoffs between the upfront fixture cost and efficiency. Michael Hutchens - Area Operation Manager. Mr. Hutchens has over 21 years of extensive experience in both the technical and construction -related aspects of the traffic signal and streetlight maintenance industry. He has served In many different capacities with increasing responsibility as he has shown himself thorough, professional and competent through the years from field laborer to foreman, field supervisor, technical support for US Traffic Corporation, and estimating, operations management, project management, and service account management. Mr. Hutchens will provide the following functions: D Management and scheduling of installation crews D Coordinating installation with project manager and project plan ➢ Ensures EH&S standards are met Steve Teal - Director of Services. Mr. Teal has 18 years of experience in traffic signal and street light Installation and maintenance, As the current Head of the Customer Service (CS) business nationwide, he is responsible for 30 office employees, management of 70 field employees and over 120 municipal traffic signal and street lighting maintenance contracts. His accreditations include: • IMSA Work Zone Safety Certified • IMSA Level 1, 11, III Certified Traffic Signal Technician e IMSA Associate Member As Director of Services, Steve would be the point of escalation if any issues arise from the installations team. Siemens is well acquainted with the City of Santa Ana, and has performed several projects in the past. The staff for this project is very familiar with the area, as well as the City staff. We have performed work for the City which includes streetlight retrofits and traffic signal installation. We are pleased to have this opportunity to work with the City again. Resumes for the key staff may be found in Appendix A - Resumes. On organizational chart for this project follows this page. Page 13 55A-370 SIEMENS L"r=�Zf---�A Organizational Chart Page 14 55A-371 SIEMENS '^rrY forG'{e Understanding of Need Experience Richard O'Hearn, Senior Energy Engineer, has extensive experience in fixture selection, and will be performing the analysis and evaluation for the City. He is well acquainted with California and SCE. His most recent experience is with the City of Huntington Beach, where he performed the initial design and analysis, helping the City to choose the most efficient fixtures possible, as well as provided lumen and output analysis. He was also instrumental in the cut -over process, and worked closely with Huntington Beach to ensure they received the best rates possible from SCE. The following Information, written by him, is a direct example of his knowledge in the field. Data Driven Siemens' first step is obtaining any recent data of the existing lit anvlronment as possible; more appropriately data that has Geographical Information System (GIS) attributes. This Includes both fixture Inventory and local community data & information. Inventory data is what Siemens uses for any street light project that Is — at its core — a one-for-one energy conservation measure under the assumption that the customer is generally satisfied with the existing lit environment. Incident data — both vehicular and crime — is incorporated into the project in an attempt to help the customer improve their existing lit environment. Inventory & Applications There exists two elements to the existing fixture inventory from SCE — which is the billing Inventory— and what Is actually out in the streets today — known as the field inventory. These need to both be considered when applying methodologies aimed at the economic and quality -of -light objectives of the City of Santa Ana. While the majority of the data between these two sets will prove to be equal, Siemens' experience has shown that there is going to be variances. The billing inventory Is what will be used by Siemens to confirm the economic benefits of a street light conversion project. In some instances, utility customers in California are eligible to receive up to three years' worth of incorrect billing charges, where differences occur. Siemens can help facilitate the discussions around these reconciliations, between the customer and SCE, and as the customer's liaison. The field Inventory however, will be used to determine the baseline lighting condition and inform the selection of the appropriate LED equivalent fixture. Siemens' design philosophy is to assist our customers in determining the appropriate balance between lighting levels and energy savings, based on available field data. This is a collaborative process between Siemens and key stakeholders, which utilizes relevant design guidelines as reference such as the Illuminating Engineering Society of North America (IESNA) RP -8 guidelines. The community's goals and site-specific variations are taken into account, such as school areas, crosswalks, or public safety/crime issues, In order to minimize the Impact felt by residents of the City after a change of light source, the equivalent LED lumen output should start with on the perceived lumen methods, created by the Lawrence Berkley National Laboratory in July 19961. This approach includes the consideration of the quality of light produced from all light sources — existing and LED — in an attempt to provide a lit environment that is as close to the existing one, or in many instances Improved when the application allows for it. Areas where a statistically significant amount of vehiclelvehicle or vehicle/pedestrian/cyclist incidents occur, Siemens will review with the customer and in comparison to the best practices found in the applicable IESNA library, While the nighttime lit environment may not hold the fault for these incidents, reviewing the existing light levels and proposed solutions can help improve the conditions. Using available GIS data, Siemens will review the existing lighting inventory in map -form to locate any "odd ball" wattages that may have come about over the decades of the existing system being in place. 1 Reengineering of lighting Photometry, S.M. Berman, LBNL-42327-L-213 Page 16 55A-372 SIEMENS Examples of this may be a residential neighborhood lit by all 70HPS cobra heads, with a single 150W found along the same road, In the same application. In short, Siemens looks at that data and asks; does this make sense? Our records of these system Improvements have shown to help our customers achieve an additional 1-2% in energy and related cost savings. Some may consider this insignificant, but our experience has shown this to be a value -add step from which our customers such as Huntington Beach and Rialto continue to gain rewards. Siemens will provide various options and the financial considerations associated with each to aid in the decision making process. The end product should be relatively uniform lighting levels based on street classification and pedestrian activity. Technologies & Comparisons Siemens, at Its heart, is a technology company. However, Siemens is not a street light manufacturer, nor are we exclusively tied to any one vendor in the market. This allows us to hold a "vendor neutral" stance, end evaluate the customers options from an impartial perspective, converting Industry data Into customer based Information. Siemens looks at the quantitative and qualitative benefits of each considered vendor, to use with the customer in determining the best solution for them. Throughout our years of experience, Siemens has developed a scoring methodology that puts multiple vendors into the same basket, in an attempt to generate a true apples -to -apples comparison. A primary scoring mechanism is the total cost of ownership (TCO) to the customer for every solution. This is particularly important In areas 11ka Santa Ana, where utilities have a bracketed — or "tiered" — billing rate, which is not based on the actual wattage of each fixture type. Because there are no standardized wattages for LED light sources, utility companies like Southern California Edison (SCE) base the billing wattage of each fixture type, on a 5 - Watt midpoint bracket system. This means that fixtures with LED wattages of 15-20W, will be billed as 17.5W, or fixture types with an LED wattage ranging from 50-55, will be billed as 52.5W. These bracketed 'systems are a main consideration for Siemens when identifying a vendor solution, and comparing it to others. Attachment 5 of the RFP lists (6) of the leading LED street light manufacturers in the US market. Of these six manufacturers, five of them have gone through at least one LED chip upgrade in their product offerings. Siemens had recognized this and provided a more current package together for each of these, while still considering the older fixtures that are still available, and comparing the two. Siemens is familiar with both the quantitative and the qualitative benefits of a manufacturers' LED street lighting system. Cost, lumen output, and energy savings are certainly a main focus for Siemens in our vendor scoring methods; however, they are not the only topics considered. Items included but not limited to are: • Lumen output • Rated Lifetime • Energy efficlency • Luminaire & Component Warranties • Available Correlated Color Temperatures (CCT) • Available distribution patterns • Ease of installation and maintenance Being a self performing ESCO, and maintenance contractor with over 300 maintenance contracts, we gravitate toward lighting fixtures that are well-designed and provide the longest proven maintenance - Page 16 55A-373 SIEMENS f��4N'+ilY'fprG�e- free service. We have extensive experience in assisting in the selection of appropriate fixtures, light level studies, and helping our customers promote the financial and environmental benefits of the Initiative. Our objective is to provide both vendor neutral and objective information to the City, enabling Informed decisions at each project phase. Our final manufacturer evaluation results are reviewed with the customer, in many instances with a sample from each, to narrow the options down to two or three top vendors, who are then asked to provide samples for pilot installations, where the customer, Siemens, and members of the community can take part in a review of the lighting technologies proposed. The Siemens product evaluation and scoring methodologies, for example, helped the City of Huntington Beach save $260,000 - <$1,00,000 over the course of 10 years In total ownership costs. Based on the Information to date, Siemens has already started our evaluation process for the City of Santa Ana, to help narrow down the right vendors for the customers' needs. Beginning with the vendors and catalog numbers provided, Siemens first asked each one to produce pricing for the RFP specified luminaires, as well as an alternate to reflect changes In their product lines. Then Siemens did a deep dive Into the fixture specifications and DLC QPL data, to evaluate and score each package. There are currently (6) vendors listed. All except (1) have identifiable changes to product performance. Siemens has used these product changes to produce alternate packages for each vendor. By taking into consideration the criteria listed above, the following scores have been calculated: Acuity(S ec'd) Vendor. A Eaton S ec'd Vendor. D' Acuity (Improved) Vendor. A -Alt Leotek S ecd Vendor. E Cres S ec'd) Vendor. B Leotek (Improved) Vendor. E -Alt Cree (Improved) Vendor. B -Alt Philips (Spec' Vendor. F GES ec'd Vendor. C Phill s (improved) Vendor. F -Alt GEE (Improved) Vendor. C -Alt For decorative style luminaires, Siemens prefers to use new fixtures over retrofit kits when converting from HPS or MH to LED. However, In some instances using an Original Equipment Manufacturer (OEM) retrofit kit that has been designed for the existing fixture does make sense. Typically this is done only in the decorative styles, which usually account for 5% or less of the entire project scope. The Siemens technology evaluation processes are extended throughout all types of technologies that can be installed on a street light or street light pole, including smart city technologies: street light management systems, smart parking, asset management, communications & digital signage, and more. Siemens will continually provide smart city technology Insight to the City of Santa Ana, assuring that additional cost savings or even revenue generating opportunities are not overlooked and considered during the course of the project. Page 17 55A-374 SIEMENS f:=!Ef'rtira Procurement As previously mentioned, Siemens Is a vendor neutral company when it comes to fixture selection and procurement. Because of this, we have developed a strong manufacturer sourcing base, which has given us strong buying power. Siemens has experience with many vendors and can negotiate prices based on our experience. The table below shows some of our recent experience procuring and installing materials from a diverse field of manufacturers. City Manufacturer Santa Monica & San Mateo CA Cree Huntington Beach & Fresno CA Leotek Rialto CA GE Sacramento CA EOI Knoxville TN Aculty Installation Implementation Development Siemens will examine and confirm each staffing plan with the City before work begins. Siemens will have a dedicated field supervisor, project manager, commercial project manager, project coordinator, and warehouse staff to support the project. Siemens staff will use Microsoft Project to track the overall progress of the project and to create overview progress reports, as well as mobile technology that will track progress in real time through the use of tablets in the field. Installation progress will be tracked on a daily basis by the project's Field Supervisor and Project Manager, and a brief status report that Includes project status and any current issues will be provided to the City on a weekly basis, Project team meetings will be held on a regular basis as determined by the City and Siemens. These meetings will includes the Slemens' project management staff, Siemens' field supervisor, and City staff. In addition to progress reports, these meetings will ensure that the project is on schedule, any issues are being addressed, the work is being done safely and to the satisfaction of all stakeholders. Quality control will be a top priority during the Implementation phase of the project. The Siemens project manager and field supervisor will routinely visit the field to perform quality control and Identify opportunities for improvement. Siemens staff will routinely perform Internal project audits and reviews to ensure the project is being executed correctly and efficiently. In addition, Siemens project management and supervisory staff will communicate on a regular basis with City staff and City existing street light maintenance contractor in relation to any issues found in the field that require attentlon. With agreement from the City, Siemens will provide monthly summaries of completed zones for the City's provisional acceptance. This will allow any issues that may arise to be addressed on an on-going basis rather than at the end of the project. In conjunction with this, on a monthly basis, the Siemens energy engineer will use information gathered in the monthly summaries to energy rates are accurately adjusted In accordance with the project's progress. Siemens will coordinate with the utilities to ensure that any inspections are scheduled well in advance, as to not Impact the project schedule or unnecessarily delay any funding. Following the completion of the conversion, Siemens will self -audit the project, and then work with the City on final project Inspection and acceptance, at which time any punchlist Items will be addressed, and the warranty period will begin. Page 18 55A-375 SIEMENS fe+r�unaify.'orG'f a. Removal and Disposal Siemens will be responsible for the removal and disposal of existing luminalre heads and any other discarded materials as part of the California Recycle and Disposal Laws. Any hazardous materials including universal waste will be discarded according to the provisions set forth In California law. All materials removed that are able to be recycled will be recycled appropriately. During the removal phase, all necessary and appropriate temporary traffic control measures will be compliant with the California Manual of Uniform Traffic Control Devices and or the Work Area Traffic Control Handbook (WATCH). Customer Acceptance/Project Commissioning Commissioning for outdoor lighting Involves 1) a nighttime drive-by of streets with City representative(s), 2) submittals for billing adjustments, and 3) confirmation upon receipt of the next month's bills) that billing adjustments are accurate. We have found that one of the most Important phases of any project Is to visually confirm the post -project environment with the customer. We will conduct a nighttime "drive-by" with City officials to ensure that lighting levels are satisfactory. Common adjustments Include: fixture shielding or rotating/tilting, lumen output adjustment, recommended tree trimming by City staff or their contractor, removal of closely spaced lights, or the addition of light(s) where fixture spacing Is much greater than typical, resulting in unacceptable lighting levels. Once the project is complete, the application form described previously is signed, Indicating the work is complete and the final Inventory file is submitted along with copies of all invoices. The final Inventory file becomes the basis of the billing adjustments. Adjusting the billing frequently takes approximately 2 billing cycles on the utility side. During project close-out, we will request bill copies from the City to track and ensure the adjustments are correctly made. Project Schedule Siemens understand the City wants to maximize the energy savings with this project. Siemens will work closely with the City to develop a final project plan to ensure savings are realized as soon as possible. Our project schedule and the number of electricians we can source from our In-house staff for the installation work gives us the unique ability to expedite the completion of the project as quickly as possible, maximizing the City's energy and cost savings. Milestones Siemens will utilize a milestone based approach in tracking the progress of this project, along with other key performance indicators that will represent actual progress on the project, and will demonstrate that the project is staying on track. A preliminary schedule showing staffing, product procurement lead time, and proposed monthly minimum installation quotas may be found in Scope of Services and Schedule section below. Page 19 55A-376 SIEMENS "ffu!1"(X '6r Relevant Project Experience The following list of projects has been completed n the last five years. Siemens considers contact Information as privileged, and generally does not release it without approval from the customer. Projects with customer contact are provided In the following section. Customer No of Fixtures Year Complete Project Description Benicia CA 215 2012 Installation of LED streetlight fixtures Coun of Marin CA 1 1,670 2012 Installation of LED streetlight fixtures Larkspur, CA 1 146 1 2012 Installation of LED streetlight fixtures Manteca CA 2,900 1 2012 Installation of LED streetlight fixtures Novato CA 2,104 2012 Installation of LED streetii ht fixtures Ontario, CA 290 2012 Installation of LED streetlight fixtures Lexington, MA 2,381 1 2012 Installation of LED streetlight fixtures Watertown MA 1,269 1 2012 Installation of LED strestli ht fixtures Arlington, MA 3,169 2013 Installation of LED streetlight fixtures Chelsea LED MA 116-39- 2013 Installation of LED streetlight fixtures Dartmouth MA 1,589 2013 Installation of LED streetlight fixtures Fairhaven MA 468 2013 Installation of LED streetlight fixtures Natick MA 2,385 2013 Installation of LED streetii ht fixtures Woburn, MA 1,931 2013 Installation of LED streetii ht fixtures Medway, MA 233 2014 Installation of LED streetlight fixtures Ca a Li ht Com act, MA 16 089 2015. Installation of LED streetli ht fixtures Hamilton MA 586 2015 Instal 31 of LED streetii ht fixtures New Bedford, MA 9.504 1 2015 Installation of LED streetlight fixtures Wenham, MA 414 2015 Installation of LED streetlight fixtures Winthro MLN 112-18- 2015 Installation of LED streetli ht fixtures Manchester, NH 9,000 2015 Installation of LED streetli ht fixtures San Mateo CA 3,898 2016 Installation of LED streetlight fixtures Gloucester MA 2,855 2016 Installation of LED streetli ht fixtures Melrose, MA 3 138 2016 Installation of LED streetli ht fixtures Salem, MA 3,430 2016 Installation of LED streetlight fixtures DeNH 924 2016 Installation of LED streetlight fixtures Cheshire, CT 1,765 2016 Installation of LED streetli ht fixtures Providence, RI 16,780 2016 Labor for installation of LED Streetlight fixtures Nashua NH 5 500 2017 Installation of LED streetlight fixtures Northam ton MA 2,196 2017 Installation of LED streetlight fixtures Bristol/Barrington, RI 3,700 2017 Installation of LED streetlight fixtures and controls Swampscott, MA 1,373 2017 Installation of LED streetli ht fixtures Medway, MA 347 2017 Installation of LED streetli ht fixtures PRISM Phase 2 RI 6,357 2017 Installation of LED streetli ht fixtures Quincy, MA 6,800 1 2017 Installation of LED streetlight fixtures San Mateo, CA 11050 2016 Installation of LED strestli ht fixtures Santa Monica CA 11-30-0- 2016 Installation of LED streetlight fixtures Sacramento County, CA 350 2016 Installation of LED streetlight fixtures College Station, TX 5-,0-45- 2017 1 Installation of LED streetlight fixtures Fresno CA 887 2017 Installation of LED streetlight fixtures Madison, CT 613 2017 Installation of LED streetlight fixtures Laconia NH 1 358 2017 1 Installation of LED streetlight fixtures Page 110 55A-377 SIEMENS References The following references are provided to the City for contact. Please feel free to call any or all of the clients listed. Page 111 55A-378 Client Name Cit of Huntington Beach Client Location Huntin ton Beach, CA Start date Nov 2013 - present Completion Date Sept 2017 Contact Nafne Bob Stachelski Contact e-mail bstachels 1 surf-ci -hb.or Contact phone 714-535-5523 Phase 1 Street light acquisition consulting and energy efficiency project Implementation. Budget of $1.6 Million. Scope of work Includes: Project description • street light acquisition and retrofit feasibility analysis and program design Project description • construction of new street light circuits and street light poles and fixtures along Olive Avenue, Walnut Avenue and 10th Siemens Role Street and • the Installation of 264 LED street lights In the Shorebreak parking garage • Prime contractor with assistance from the following subcontractors- Northwest Edison and Horizon Underground Prime contractor providing design, installation, procurement, and Siemens Role project management. • Currently implementing LED conversion phase Page 111 55A-378 Client Name City of Rialto Client Location Rialto CA Start date Nov 2014 Completion Date Sept 2017 Contact Name Amy Crow Contact e-mail ocLow2daltoca.gom Contact phone 909-421-7221 Street light acquisition consulting and energy efficlency project implementation. Budget of $1.5 Million. Scope of work includes: • street light acquisition and retrofit feasibility analysis and Project description program design, • system wide GIS field audit and • LED conversion of 3,800 cobrahead and decorative street lights Siemens Role Prime contractor providing design, Installation, procurement, and project management. Page 111 55A-378 SIEMENS I 4-r.-Cik Client Name City of Santa Monica Client Location Santa Monica CA Start date 1/20/2017 Completion Date 311 712 01 7 Contact Name Lee Swain P.E. Contact e-mail lee swan sm ov.ne Contact phone 310-458-8721 Project description Turn -key project to replace 1,271 luminaires with LED. Siemens Role Prime contractor providing installation, procurement, and project management, Client Name City of San Mateo Phase I and II Client Location San Mateo, CA Start date 5/1/2018 Com letion Date 311712017 Contact Name Jay Yu Contact e-mail u cl o a ateo.o Contact phone 850-522-7320 Project description Two phased turn -key project which required the conversion of 3,898 cobrahead fixtures and the conversion of 1,038 decorative fixtures. Siemens Role Prime contractor providing installation, procurement, and project management. Client Name City of College Station Client Location College Station, TX Start date 3/1512017 Com letion Date 7/17/2017 Contact Name Heather Pavelka Contact e-mail h avelk cstx. ov Contact phone 979-7643437 Project description Tum -key project to replace 5,268 luminaires with LED, and date hardware/software of streetlight controls. Siemens Role me contractor providing installation, procurement, and project rZaInagement. Pagel l2 55A-379 SIEMENS ft+;rec�wiry. jvrCife. Scope of Services and Schedule Siemens will provide, at minimum, the following services to the City of Santa Ana. A preliminary project schedule which details the work phases to be completed, the tasks to be accomplished, and the deliverables to be provided follows this page. Siemens will provide the following services: 1. Option 1- LED Fixture Evaluation a. Detailed review of streetlight system and available attribute and GIS information b. Establish baseline streetlight system c. Define project goals with City staff d. Develop final criterion and process for LED fixture evaluation e. Develop typical streetlight configurations for arterial, collector and local streets, along with any other unique areas of City concern f. Perform photometric analysis of all fixture types at typical locations in AG132 g. Create financial models outlining the cost -benefits of each manufacturer scenario h. Provide City with final analysis and recommendation for selection 2. Option 2- Furnish LED fixtures a. Provide procurement support for the negotiation and purchase of associated streetlight materials b. Provide material logistics and warehousing of all material 3. Option 3- Install LED fixtures a. Assist the City during the asset transition period from SCE ownership to City ownership b. Provide labor and equipment for the installation of approximately 7,800 LED fixtures c. Provide safe handling and recycling of all existing streetlight system materials d. Efficiently install materials optimizing the schedule and maximizing energy savings e. Assist the City in providing documentation supporting applicable SCE rebates Page 113 55A-380 • wuwn.a io.o,`. . 4 M Mn• - Juan ___ _ _ tl4a-b1•rchYv ...6nvtmv.vbos+i. .__ .. • .y .... :44ti'l�V4ti 1' . • an's•uaa: ..... ... em'... upnr M.vNnr •a. - —_.. • "ia�W�m .. ... �.. .�v�Yu���'im— 1a'jiuu'SF 'vm•+-NOUNune - ''fin•• _._._ �r+eNew u.Yiroiib'•Lrtiv�ui�•:ae'6ie.T1'w'mlr�'y�� - F.imem..rt�r.oree,"m1:Mi:' hai "Memvay,�Wuwit m a;:•a,:+ats�.m•w:. -.iy._.. _,,,;uvnrGa:w,✓nF W WY- .. j�•qWYYV •••• a 1iCR6iRWNn'n.i�.CV ...per M•N w__ww- �� �dYmH ua v%ia1e1M•ima.. y' _..._ 4 IVllilr - ' �iVv Nnvmwii -'W .__ _i:i _.prnNu.. �Y�iYNu r 9artb®'sai' h- vwVNN %TV• .. _•414 -q rI.Y:YA'N-M1ip� {tw4YY �X ybA•'� _ �A•fFmnlibWbl• .•. .._ 'jvM_�ni,lYu �u�Y't�_.__•- . �wlimG v - T+m_mTu,�,— ...5� — at-•�1 v4� P _ _ L a "OTm•ei+ecn'vm Lmn wm '+tp 6.�•ro•.� nm%Y� mi4mMtlIXMbIu�.� ., -rid:rm+:nma6aYi.id_.. Ws•:+r .Ppp.�.. .�... LJki•. yP v.au-via�w•i:n - 14 bnNN Natii.fm_. _ c— r..•w. me•Yrtimmaw"'- b'e. yW •!W a' -�soriNWgn '—••. ••_•• .bM - Wa YYu pu - m�m.mn,��e -- r•nwr_a:.m i.r_.._ .i... in:v+w' Mrwn• • -:.amts - YnYnN-MLo:Y,Yu i"-' q,rm. _ _ ' �r...m++:,m.+i:+a_r.:. '. an Yan• y.,vmv ^�-'"-" - i naq o hAa . on MW 5.ihw b yr _.. a .. -m"wdun .____--'-_.._ �.n.a "wu .�avm-__ _.—._ o-.mw.wwr,:• �• ••• •. •• y V YIrN YW ' vYrr�aei� yeOMOm hm'&ri iN ViN, N� rvY.Wr � ,m J+N VaNi M W/uneo 'ad'.'fiuulvYa"=— - w YWu YWti .. _. •..N' v0 erorirr %mmwmAmi:%S, _• Y1N• NVQ mvuvri. 4i ...YiVlt P�yMjd trm Y ry,n -[w•vOi�. '• • fri-m-•/1• )••Yhllu .• .._.. ...� -«. _..—. YM ..-...•oma-q:..-'a... XXWVVtl ,r..,-... 'i�nvamvo;r.w ._.. a . _i6itinrlrim .. iamiratlir"' Yta w v+YN )mlu n .n irn'rN.Z� •rWtlr.•. ___ Zwlm N wr••r b�cHVaV�� M ..�. .•Mrn r�r 1+•�r - .m• •.. �. w.• 1-1 ve. 55A-381 SIEMENS I UY ArGA� Fee Proposal The Fee Proposal is contained in a separate sealed envelope labeled "Fee Proposal" as requested in the RFP document. Certifications The following signed forms follow this page: • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification Page 115 55A-382 Document A310TM —2010 Conforms with The American Institute of Architects AIA Document 310 I I I CONTRACTOR: (Name, legal stains and address) Siemens Industry Inc. WS Bee Cave Road, Building B. Sure 101 Austin, TR 78733 OWNER: (Name, legal status and addrers) Oty of Santa Ma 2D Civic Center Plaza SanlaAns, CA82701 Bond Number. 70434433.UB•17-30 SURETY: (vinare. legal stafas sad prulrlpal plate aJhwfnesrl Liberty Mutual Insurance Company 170 Berkeley Street Boston, MA 02110 State of Inc: Massachusells BOND AMOUNT: Five Percent clAmoud Bid (S%) This docurrent has Important legal consequences, Consultation with an attorney is encouraged with respect to Its completion or modl0callon. Anysingular ralerencc to Contractor, Surety, Owner or ogler party shall be a onside red Plural where applIcabhL PROJECT: (Noma location or address, and Praleet num&m ((any) (31"Ide Street Light Upgrade Lighting design, gldure prating, procurement services and lnstaffelbncl78D0 cobra head fbnums RFP17.075 The Contractor and Surety are bound to the Owner In the amount act forth above, for the payment of which the Contractor and Surely bind themselves, their helm. executors, administrators, successors and assigns. Jointly and severally, as provided herein. The conditions of this Bond ore such that if the Owner accepts the bld of the Conauctar within the lime specified In the bld documents, or within such time period us may be agreed to by the Owner and Contractor, and the Contractor either (1) entero Into a contract with the Owner In accordance with the terms of such bid, and gives such bond or bonds as may be specified In the bidding or Contract Documents, with a surety admitted In tete )urisdlcilon or the Pm)eci and olberwlse acceptable to the Owner, for the fuithrul performance of such Contract and for the prompt payment oflaborand material rumishad in the prosecution thereof; or 12) pays to The Owner the dirfcrencc, not to exceed the amount of this Bond. between the amount specified In said bid and such larger amount for whtuh the Owner may in good faith contract with another party to perform the work covered by said bid, then this obligation shall he null and void. otherwise To remaln In full force end effect: The Surety hereby waives any notice of un agreement between the Owner and Contractor to extend the time in which the Owner may accept the bid. Waiver of notice by the Surety shall not apply to any extenstbn exceeding sixty (60) days In the aggregate beyond the time for acceptance of bids specified In the bid documents, and the Owner and Contractor shall obtain the Surety's consent far on extension beyond sixty (60) days. ifthis Bond Is Issued In connection with a subcontractors bid to a Contractor, the term Contractor in this Bondshall be deemed In he Subcontractor and the term Owner shall be deemed to he Contractoa When this Band has been famished to comply with a dralutory or other legal requlrcmanlin the location cribs Project, any provision In this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrove and provisions conforming to such statutory or other legal requtremenl shall he deemed Incorporated herdic When in runiisAad, the Intent is Ihui this Bond shall be cans trued as a statutory bond and not as a common Yaw bond. Signed and scaled this 21st day or August , 2017 (Wlbress) .,.. Uabrd Q'8 netder ) Siemens Industry Inc, (Piitidlpal) (Seal) !llUliq� 15 55A-383 ACKNOWLEDGMENT BY SURETY .'PATE Or Missouri City of S L i ouis On this 21 at dtry of August , 2017 , before me personally appeared Brittany D. Clavin Liberty Mutual insurance Company , knolni to me to he tic Attomcyanitact or , die corpomtiou tial executed dm niQmt mstrumenb and iclmoWledged to ntc dmt such corporation executed die same. IN AVITNII' \VHERCOF, I Jane IIUMU lta Set my lamd mid allixcd my official seal, at my office hi dm ;6msaid County, die clay and year iu this ccrtilicate rust. ldtore ariueu. My Commission Lxpires: 0 1118f202 (Seal) B No A L. HAM Notary Pad a. Nolafy Real a q1 f�losouyyH • CommieilIo6Y01J910177 M CantnllAilon FN res Janeory 19, 2021 3-0230/GEEF 7/98 55A-384 Svnlrn L, Ham Notary public in die State of Missouri County of St. Lauis Commission 012.150177 tliI6 POWER OF ATTORNEY IS NOT VALID VNILIEss IT is PRINTED ON RED BACKGROLlild. Thlsl`cPvejdA "lorrib, Umb theacts olthils6mumid hdreln, add they finve no eushodty to bNd the Company mcceptla the riatmaiand to the extant herein alatid. Many. The DartAny WeaIA frf&A. t 1nasao.h POWER OF ATTORNEY.. f `NN1180 0 THESE PpESEN76; That The Obld cuttainy Insurancis comptiny'll-a d'vOlsomilds duly organIzed under the liaevi of ie me of New He 1681 , 8"fly.klp 49 j cl,cian Piked wdqr.$d (awe lif p We of WaaOa3jdi; and West Armidai lazi6neq Company. Is i Carom '&y. -:arganized 6 it III cf1hestato rind wtho andn Sol IMM, does he" b 0 `lairai hum: On qijit R y Pam, cifflauhils an ap�q fl�Lm. n,MMD-. [Ed"Ki art"] Iripmer. MeViev M,Jones pamela'A Bearman. t 4 ",71 .'slalasof MO,: each Individually It Bernie from than one named, Its true and WM allamai-In-fad hamake, execute, Be dile.- shoo.." be es b(ndtng upogltre ­6isffthe' 'a ddbythepralildendlan'd 91pW ykave eenduly ;'fA6iPpy has ban subscribed by en au WITNESSW 6F IN�IMTNESS.w (A ca ieatls io the 106iijadlai too been ilhQ thimb His, path do INS 3A The Ohlo Casualty InWirahasi Cbkp'. y w - ampa" -";.late 1.1frerlyMutualksaurucaC Be Can West Larfaqif Insuran j Ivany A 7 F PENN$YLW.tJIA a'Socre u OPM 0 01 :Z .1 z of anch CA ! * , * .. ... .. 94 , . , ; �=; bat;i Me persek6gy appeared Daqd M. Caney, who Jed C bl of be a 3 an[ Saw a h and WIP!1 AMirlive; I that to. as Mich; being Bathed fasman a.Confamiy, oq� led sale .6 a the1gri Inj Inglintofil rot thi -drsm�I6iubocd6d g> INWITNE6S F. I he;" my name and O.Txed my natural mid at mi of PIM4 Painnijivanly. On thBday>3ndydargrat shave wptON, NSYLVANK W. fay Upper MatimlInt; M.Stgamen, Comfy •TameNS faftlella. Mohey pubuo F.yfmSA --i�01NOW01 -t?nhs a The Ohio Casmaily [as kniu, LjoaN Mwel: .,I! This Pqkr a mey.15 made and a par .1 Oaft a the MoSafrig k4ak and Author! f finance :in I... I , - , ** a e�,p� REgarn A"eiff: I ' BPIKT� Qua 5 Corp.- nue.41rig is fallows: I . �,-p - ;-O�0 ..�. -,� '.! a a finoits. fyaPqPjS,-uch.pbwOrbr a Uyllorly. snau a@ as wayn; a it signim tattoo president and Vested by ins .t_f ... Ceiu Y.sti%hi muda to-ettama ~" ht such Ad raffieres timaj any and all 0derIBkInp. baftli, recegnhan eiid ether solely, '' V fit y a .91 Como Is ft fiaxlmllo or c IT, miliffil a a esststont noonsam paqw ereverapp.eirngupcnecorgedcaRc[adyp -,46. a . 1 11, -*b'& icuout Be be dand ago nthe Pely p y the same torceand eUededlhdughmanuallyeP.red ''+1 ,r X .4 &1 13 F c u C st toady ONtry ihilillia'ailgifal powolaidemayalwhielf (hit 3 Iefi go sales, is a a., WTFSTIMONY WHEREOF Ihdve hereunld sal my kende it M!�Ba. f dayo Of ry. -A �I Baku 144 g 412000 55A-385 FbeEx. Shipmai Racelpl Adilmslnldrmallan Sdipror Ship 1mra: John 11I81ogg M. Mgjlea Slemem lndmlry Inc. MARSHMORRISTOWN 9221 Bx Cave Rod 445 Swlh SUW Building 0, SORB Jul AUSTIN, TX Mottislmm, NJ 78733 07962 Ug US 7324763380 9734013024 Shipmnt lana malloos Trucking nm: 770057494796 Shlpdalc:OS/lWO17 Eslimntd ahippingchmgm IMnkage Inlhsmatlw @king updam FedEx Stodard Role Service types Pciodlyo might Package IyperFdEn Enedopc Numbaprpialcnges: I Tool walghk I LBS Dakrcd Yahm:0.00 USD Special Smvlcec Pickup4lrop•oR; Usem okeadyschedulalplckup m my lowddn Baling Inramsadonr 001 trawparlolka W.Mmrh Mosihloun NJ -041 Yemrureraacc 1.150772 -Naw Ymk Wil -Surely P.O. nue US001-Mond JJSA Inc Imokena; Depmhnal aa: 1087676 7Mehyou lar aNyplaa oMlmnalh F6dEan19p9wd retrs4e our. https)lwww.fedex.com/shipping/htmi/en//PrintIFratne,htmI 55A-386 Page 2 of 2 811812017 i Appendix ATTACMdENT 3-1: NON -COLLUSION AFFIDAVIT CERT CATLONS. ... - CITY WIDE STREET LIGHT UPGRADE NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the MY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In ac=dance 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 refisln from bidding, that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof; or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid, Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shayVo constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that malting a false Ftfifl#on may #ubMMhe certifier to csinal prosecution. Signed State of Texas County of Travis Subscribed and sworn to (or affirmed) before me on this 18th day of August 20 17 by John Billings proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. iELFMIOfN9LI0NSONMY COMMISSION EXPIRES 11 L Dacetabaz8o Me Notary Public Seal City of Santa Ana RFP Page A3-1 55A-387 appon JX.. ; ATACt1V1T•;lYT3 2 NON I OBBI'ING CRTEk�A)EI�N,:.~ ` 'IVDA ' 6M CITY WIDE STREET LIGHT UPGRADE The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Signed and Printed Name: % Ldp }/ / John Title Date Cfty of Santa Ana RFP Page A3-2 55A-388 `Apperidfa` ATTACHMENT-3-1 NOIR.:DISCRIIIIINATtON �ERTIF'ICATION .!i _.. CITY WIDE STREET LIGHT UPGRADE The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole. or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP Page AM 55A-389 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subje" all the penalties imposed for aviolation of the Chapter. Signed: Title: Firm: Siemens Industsrv„ he Intelligent Traffic Date: 8/14/2017 City of Santa Ana RFP Page A3-4 55A-390 AAppenBis ' CHi1ivT`4 ' CITYWIDE STREET LIGHT UPGRADE RFP NO.: 17-075 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: Siemens Industry, Inc Intelligent Traffic Systems Business Address: 9225 Bee Cave Road Building B, Ste 101 Austin, TX 78733 Business E Mail Address: bidadmin.mobilitv(a).siemens.com Telephone: 512-837-8300 State Contractor's License No. and Class: 758796, Class A. B. C10. C1 S. C20 License Expiration Date: 2/28/2019 State Dept, of Industrial Relations (DIR) Registration No.: 1000002447 State Dept. oWalc�io,ns (R) Registration D 06/30/2018 Signed: �..� Title: City of Santa Ana RFP 17-075 Page A4-1 55A-391 CITYWIDE STREET LIGHT UPGRADE RFP NO.: 17-075 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. Name of Finn Signature of OB Title Marcus Welz, CEO and Raiarshi Ghosh, CFO (if an individual, so state) City of Santa Ana RFP 17-076 Page A4-2 55A-392 CITYWIDE STREET LIGHT UPGRADE RFP NO.: 17-075 DISIGNAT][ON OF SUBCONTRACTORS FORM Proposer shall complete this form and include it in a sealed fee proposal envelope. PART I— LIST OF KEY PERSONNEL There will not be any subcontractors used on PART II—LIST OF SUBCONTRACTORS City of Santa Ana RFP 17-075 Page A4-3 55A-393 N CITYWIDE STREET LIGHT UPGRADE RFP NO.: 17-075 DISIGNAT][ON OF SUBCONTRACTORS FORM Proposer shall complete this form and include it in a sealed fee proposal envelope. PART I— LIST OF KEY PERSONNEL There will not be any subcontractors used on PART II—LIST OF SUBCONTRACTORS City of Santa Ana RFP 17-075 Page A4-3 55A-393 RFP NO.: 17-075 WORKERS' COMPENSATION INS_URAN", CERTiIi'ICATIO As required by California Labor Code Section 1861 and 1861, the Contractor certifies as follows: I am aware of the provisions of Section 3700 of Hie Labor Code, whiob requires every employer to be Insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of the Coda,,Vd I will comply wide such provisions before commencing the pertbnnance of the work of this cont, j ' Signed; Title; Firm; Siemens IndusIV, Pc Intelligent Traffic Systems Date; 8/14/2017 City of Santa Ana RFP 17-075 Page A4.6 55A-394 SIEMENS �(arli% Appendlx A - Resumes 55A-395 Page 116 SIEMENS .eb%w forG'fe Alex Valenti Position with the Company Account Manager and Senior Energy Engineer Length of time with the Company 3 years Licenses, registrations and certifications as required by law to perform the Scope of Work described herein Professional Certification, Project Management, San Francisco State University Association of Energy Engineers California Street Light Association Educational background Bachelor of Science, Environmental Science, University of California Berkeley Bachelor of Science Minor, Energy and Resources, University of California Berkeley Role in the Project Alex will be the primary contact for all elements of the street light project for the City. The responsibilities of the Account Manager Include coordination of the project team, confirming project requirements, monitoring milestones and providing open communication with the customer. The Account Manager will address legal issues including all contract -related documents, assist in the transition from one phase of the project to the next, maintain time schedules, and ensure that all documentation Is in order. Experience with the minimum requirements stated herein In addition to being the as the Western US Account Manager and technical expert for LED street light conversion programs for Siemens. This involves developing Investment Grade Assessments (IGA) for large municipal street light conversion programs, performing energy analysis, and material specification, as well as working closely with our clients to ensure they are receiving the best possible LED installation service. Mr. Valenti worked as a Project Manager for Energy Solutions coordinating energy efficiency rebate programs and developing California energy efficiency building codes. This included managing large scale commercial lighting conversions and facilitating the participation of California Investor Owned Utilities in building code development. Prior to Energy Solutions, Mr. Valenti worked as a Researcher at Lawrence Berkeley National Laboratory assisting in the development of Federal lighting standards, and detailed economic, technical and market based analysis. Mr. Valenti also has four years experience as an Environmental Consultant for Commercial and Residential construction projects. Work history on similar or like projects with the other municipalities San Mateo, CA- LED Street Light Conversion Mr. Valenti is the Account Manager for this project. Siemens is currently assisting the City of San Mateo in the LED conversion of approximately 4,000 cobrahead and 1,100 decorative street lights. This project included a GIS field audit of the street light system, specification of a variety of decorative street light types and providing utility rebate and billing adjustments throughout implementation. Page 11 55A-396 SIEMENS Alex Valenti �h�ernuif)r Porti fe Huntington Beach, CA- Street Light Acquisition and Conversion Mr. Valenti provided the City of Huntington Reach an Investment Grade Assessment for the acquisition and conversion of over 11,000 street lights. This included a system wide GIS field audit, a design of the LED system, assisting in obtaining loans for financing and supporting City staff in negotiations with the utility, Southern California Edison. Rialto, CA- Street Light Acquisition and Conversion Mr. Valenti provided the City of Rialto an Investment Grade Assessment for the acquisition and conversion of nearly 4,000 street lights. This included a system wide GIS field audit, a design of the LED system, and supporting City staff in negotiations with the utility, Southern California Edison. College Station, TX —Street Light Conversion and Networked Controls Mr. Valenti is assisting in the conversion of over 5,000 street lights to LED, This project includes the installation of LED fixtures, a wireless networked control system and the upgrade of the existing communication system. Publications Alstone, Andrea, Atkinson, Barbara, Garbesi, Karina, Gerke, Brian, Valenti, Alex & Vossos, Vagelis (Sept. 2015). Energy Efficient Lighting Technologies and Their Applications in the Residential and Commercial Sectors: Energy Efficiency and Renewable Energy Handbook, Second Edition Ng Eng Seng, Pang Terrance, Valenti Alex, & Young, Daniel (2014). Wireless Control and Communication of LED Streetlights and Other Devices; San Francisco Public Utilities Evaluation Report Page 12 55A-397 SIEMENS Bryan Berlin Position with the Company Senior Project Manager Length of time with the Company 3 years Licenses, registrations and certifications as required by law to perform the Scope of Work described herein Project Management Certified Certified Senior Lighting Technician Educational background Bachelor of Science, Business Administration, California State Polytechnic University Professional Management, Project Management Institute Role in the Project Bryan will be responsible for maintaining the project budget, resources, and managing material purchasing. In addition, Bryan will provide project management support to the project team. This will include the supervision of Siemens field personnel and any partners participating in the project (e.g., subcontractors, materials suppliers, recycling vendor, etc). He will be responsible for the overall coordination of the project including staffing, material and labor procurement, scheduling and execution of the project. The goal of our Project Managers is to complete the project on schedule with minimal disruption to the clients facilities while ensuring client expectations are met, Experience with the minimum requirements stated herein Mr. Berlin has over 10 years of project management experience within the street lighting and ITS industries. In his current role, he manages all phases of project implementation including the creation of the project plan, schedule and budget, procurement, supervision of Siemens ITS field personnel and project administrative staff, oversight of any project partners/vendors, and stakeholder communications. Mr. Berlin is a certified Project Management Professional (PMP) through the Project Management Institute (PMI) and adheres strictly to their project management principles with a primary focus on the triple constraints of scope -schedule -cost and achieving customeristakeholder goals. In previous employment Mr. Berlin worked as a Project Manager for Service 1°Lighting and Tri - County Lighting as a Project Manager. He primarily managed the construction of new street light systems, public right of way lighting systems and energy efficient retrofits. Customers included Southern California municipalities. Work history on similar or like projects with the other municipalities City of San Diego Street Lighting General Requirements Contact Mr. Berlin was the Project Manager for this project. Using in-house resources Siemens successfully completed the City of San Diego General Requirements Contract (GRC) T11 Street Lighting and Traffic Signals. Under this contract, Siemens installed ground -up street lighting systems, modified intersections and installed lighted cross walks throughout San Diego. The contract was divided into (13) task orders throughout the City of San Diego in neighborhoods Page 11 55A-398 SIEMENS ( ui fortife. Richard O'Hearn, Jr., CEM Position with the Company Senior Energy Engineer Length of time with the Company 3 years Licenses, registrations and certifications as required by law to perform the Scope of Work described herein Certified Energy Manager (CEM), Association of Energy Engineers; 312013 AG132: Emphasis on Roadway Lighting & Design, Lighting Analysis; 312010 Educational background Bachelor of Science, International Business, Massachusetts Maritime Academy Post -Bachelors Program, Accounting, University of Massachusetts Dartmouth Role in the Project Mr. O'Hearn will serve as one of Siemens' technical resources for the roadway lighting design and energy analyses that are required for streetlight retrofits, tasks associated with billing adjustment requests, and utility rebate applications. He also completes technical assessments of the various vendor options on the customer's behalf to provide objective analyses to inform the customer concerning tradeoffs between the upfront fixture cost and efficiency. Experience with the minimum requirements stated herein Mr. O'Hearn has over 9 years in the roadway lighting industry, focusing on turnkey & energy efficiency projects on the national level. He has acted as a consultant for a joint venture between the U.S. Dept. of Energy & the National Renewable Energy Labs, as the industry expert in roadway lighting data collection. Since joining Siemens Mr. O'Hearn has been involved in numerous energy analysis projects and has added rich value and expertise to each opportunity he has been assigned. Involved in overseeing the GIS Inventory Audit, fixture selection, utility analysis, energy calculations, energy assessments, Investment Grade Audits, guaranteed energy savings analysis and management, and the overall project energy management, Mr. O'Hearn is a critical team member. Work history on similar or like projects with the other municipalities Providence, RI Street Light Retrofit Mr.'O'Hearn was the Energy Engineer for this project. This project was a street light retrofit that involved approximately 16,800 fixtures. We were able to reduce electricity and maintenance costs, while ensuring aesthetic and public safety needs were met. New Bedford, MA Street Light Conversion Mr. O'Hearn was the Energy Engineer for this project. Siemens performed a street light conversion for 16,000 fixtures to reduce electricity and maintenance costs, while providing a greener solution with better illumination for the citizens. Siemens ensured aesthetic and public safety needs were met, as well as provided oversight on billing adjustments and rebatelincentive procedures. Page 11 55A-399 SIEMENS Richard O'Hearn,Jr., CEM Cape Light Compact LED Streetlight Conversion Mr, O'Hearn was the Energy Engineer for this project. Siemens performed a LED streetlight changeover of 17,000 fixtures, We completed this on time, with a tight timeline- to be ready for the summer tourist season. This was performed while meeting the local needs for the area's 21 communities. Financing was completed via a guaranteed energy savings contract. Ongoing maintenance is being provided to this client, Page 12 55A-400 SIEMENS fay u.«ify �or Li{e Steven M. Teal Position with the Company Director of Services (U.S.) Length of time with the Company 13 years Licenses, registrations and certifications as required by low to perform the Scope of Work described herein IMSA Work Zone Safety IMSA Level I, II, III Certified Traffic Signal Technician IMSA Associate Member Role in the Project As Director of Services, Steven is involved in the local operations and will provide technical support to the local contract management team. We feel it's important that Customers have the ability to voice opinions, concerns, and compliments to our senior managers, therefore Steven will be available to you as a top level escalation point. Experience with the minimum requirements stated herein Mr, Teal has had a long, productive and successful career in the traffic industry in increasingly more responsible positions. Currently he bears the accountability for overall profits and losses for the Southwest US territory with responsibility for 60 office employees, management of 250 field employees and over 250 municipal traffic signal and street lighting maintenance contracts. Work history on similar or like projects with the other municipalities City of Irvine Traffic Signal Maintenance Services, Area Operations Manager a. City Representative: Dave Flanagan, (949) 724-7684 b. March 2004- Current c. Traffic Signal Maintenance Services d. 338 Signalized Intersections and 7 Lighted Crosswalks City of Glendale Traffic Signal Maintenance Services, Area Operations Manager e. City Representative: Khang Vu, (818) 548-3960 xt. 3325 f. July, 2008 -Current g, Traffic Signal Maintenance Services h. 283 Signalized Intersections City of Anaheim Traffic Signal Maintenance On -Call Services, Area Operations Manager L City Representative: Christopher Dahl, (714) 765-6908 J. March 2004 - Current k. Traffic Signal Maintenance On -Call Services I. 400+ Signalized Intersections Page 11 55A-401 SIEMENS Iftr-" -(*-U& Michael Hutchens Position with the Company Area Operations Manager Length of time with the Company 11 years Licenses, registrations and certifications as required by low to perform the Scope of Work described herein IMSA Work Zone Safety IMSA Level I, II, III Certified Traffic Signal Technician IMSA Associate Member Role in the Project As Area Operations Manager, Mr. Hutchens will provide management and scheduling of installation crews, coordinate installation with project manager and project plan, ensure EH&S standards are met. He will also support the contract management team and also serve as the City's first point of escalation, if necessary. Experience with the minimum requirements stated herein Mike has over 22 years of extensive experience in both the technical and construction related aspects of the traffic signal and streetlight maintenance industry. He has served in many different capacities with increasing responsibility as he has shown himself to be thorough, professional and competent through the years from field laborer to project management, and most recently Operations management. Mike is responsible for overall profits and losses for the Southwest US territory with responsibility for 30 office employees, management of 70 field employees and 115 traffic signal and street lighting maintenance Customers. Mike is directly involved in the day to day operations. Work history on similar or like projects with the other municipalities City of Irvine Signal Traffic Maintenance Services Role: Service Account Manager Project Details: Traffic signal maintenance for 338 intersections and 7 lighted crosswalks City of Glendale Traffic Signal Maintenance Contract Role: Service Account Manager Project Details: Traffic signal maintenance for 238 intersections City of Anaheim Traffic Signal Maintenance On-Call Services Role: Service Account Manager Project Details: Traffic signal maintenance on-call services for 400 intersections Page 11 55A-402 I 9 SIEMENS �t1�ui� � forG'fe usa.slemens.com/intelligenttraffic Auciust xk ; usa.slemens.com/intelligenttraffic Auciust usa.slemens.com/intelligenttraffic SIEMENS #rw if" & 17.075 Fee Proposal Fee Proposal The following tables are Siemens Fee Proposal to the City of Santa Ana. Please note: pricing is based on the quantities specified in the tables. Any changes to quantities may necessitate a requote or change order to the scope. If Santa Ana chooses Siemens to provide a full tum -key solution, Siemens will waive the engineering fees for this project. 55A-404 'took TOM canarloA • Ontlon I and Option 2 Option 1 Oown Z 02 Slemans Response to City of Santa Ana RFP 17.078 Pea Proposal F�Fmmmomx,7 R 'i•v:l6 :w:;. ".:Li •- U . ^i'4t?a•DYk�- $lemens staff coots nate with city stav to Account Manager and Senior 1 1 oIlL'P1�1�E[iLA'lllt 1 �• y;; ,,1 devaloDOnel tlatot LEDflxtureefn EnergyEnglneer 4 100.00 $ 720.00 ro PAO IlR1L1�11:1'1L'J!•[pill � � le tor Enemy Engineer S d 0 Slanansstaff opurnmea LFIJ Implementation design for each LED Senior Energy Engineer 10 $ 100.00 $ 21000.00 product selected and develops bill of matednIq Siemerw presents final report of LED Mures. Otdlninglighting performance, AceountMenagerand9enlor energy, efficiency and Ilfe cyoie cost Energy Engineer 18 $ 180.00 $ 2,880.00 analysis for Citystaff review and product selection F�Fmmmomx,7 Total 1 7.8801 84 0 55A-405 1 1 oIlL'P1�1�E[iLA'lllt 1 �• y;; ,,1 F.��IrE�T#— d*A PAO IlR1L1�11:1'1L'J!•[pill � � Total 1 7.8801 84 0 55A-405 Agility Leatok Cres Siemens Response to CAY Of Santa Ana RFP 17476 Fee Proposal isce— - I�A 999,00 I awahv W!V.F.V:,�,.v R Y '. =10013141170N Mlqm ------ 50 22 00 4 34 76 IS 157 00 0, Ion M14 57.00 $ 420.0 834.2m 0 ISO 4 6S —nn 28 200 3 08 31 0800 440=000= 131 28A.uu 2 0 0 'N'THOS, — 304 327.00 a. OD Buffet Proof Option 3 4 isce— - I�A 999,00 14 0 HF—MINAMMOOVAIM, Q0 I awahv W!V.F.V:,�,.v R Y '. =10013141170N Mlqm 00 11 3 8 00 70 IS 3800 $ 9.384.00 Ion M14 199A 8,44.929.00 Im 4 6S —nn F4--4- 8 U 00 1 3 366 0 .153 909100 2F0 131 28A.uu 34,584.01) 411R 304 307. Yq Bullet PrOOT Uptlon 3 4 14 0 HF—MINAMMOOVAIM, Q0 I awahv W!V.F.V:,�,.v R Y '. =10013141170N Mlqm 00 11 3 8 00 70 148 DO 9928.00 IN $314 1 . 75OD 8 7 Go --8-6-3-7-625 -ff 00 1 3 $ 7 .00 "1 131 2 1. 0 289 1.00 410 304 307. Yq Bullet PrOOT Uptlon 3 4 ]Totol —7-7ggp MRS wAftArwal*22-00 I awahv W!V.F.V:,�,.v R Y . . . . . . . . . Mlqm 60 * 11 �3,894 oo 70 t 12,M6.00 IN 5314 M8.00 'T— --8-6-3-7-625 -ff wuu 1533 3 (10 13 Bullet Proof PtIO 307. Yq [Total - . . I 55A-406 actingric las Oman I and Ontion 3 Option I Option A itteol(IFIS RUPOnSe to Cly of Santa Ana RFP 17-076 Pee proposal fTt Amu . . . N blemans staff Coordinate wmmcny- staff to Amount Manager and Senior 1 4.2 . . . . develop final list of LED fixtures for Enwgyfnginear 4 $ 180.00pro)ect labor. etlull)nlent and disposal Aof HIPS 72 0.00 evacuation 70.00 $ ssc.zli,co matedmis Mem—m—astaff evaluates tecrinical Sortlor Enemy Engineer to 8 1 8 .00 27 S Im®rtal 890PUTIzes UID Senior EnDMV EmlneDr I I oreeents "Ont 9110191`1106en io 16 't n fTt Amu 55A-407 . . . N 1 4.2 . . . . ]Wall LED fbdure- Includes all asacWod labor. etlull)nlent and disposal Aof HIPS Street light technician I 7,800 70.00 $ ssc.zli,co matedmis - 55A-407 See arlo C. Option 1. Og$on 2 and OMlon 3 Option 1 Option 2 Q9 : Eaton Acuity siemens Response to city Of Santa Ana RFP 17076 Fee Proposal .�r, ..1,. .F.,: 4 „'Ret r;X,.';;.r;v,:., •::a.>:;��_:; Slemens staff coordinate vkh City staff to Adeount Manager and Senior 1 5amo,1 0 0 00 develop OnalllatofLED fixturesfor Energ,ftlnaer 4 $ 180.00 6 720.00 project evaluation 8676.00 00 169 8 00 Slamens staff evaluates technical 50 11 7 2Aa.00 characteristics of agreed upon list of LEO Senior Energy Englneer 16 $ 180,00 $ 2,880,00 tudures 60 3 3 0 Siemens staff oplimizas LED 400 304 S Implementation design for each LEO product selected and develops bin of 6anlor Energy Engineer 16 $ 160.00 $ 2,880.00 metedafs Siemens presents final report Of LED fhdures, Outlining lighting performance, Account Manager and Senior energy efficiency and life cycle cost EnstgyEnglneer 16 $ 180:00 $ 2,880.00 analysis for City staff review and product selection llT lllll�- Total 8 0 $ 1.675485.00 t. daR, "b45 3a, <; ':• .A_ t T.:'.' 70 0 1 5amo,1 0 0 00 6314 69.00 1,004.346.00 160 167.00 202.00 8676.00 00 169 8 00 50 11 7 2Aa.00 00 304 Pullet Proof Option $93 $ 60 3 Total 8 0 $ 1.675485.00 [Total 7 t 400 99.00 ' OOa ti `" A'sni.: p,' t. daR, "b45 3a, <; ':• >'F.dlal" :' tti'"i't 50 22:•3 �9454 0 ?Y 13 .00 6.OD 1D0 531 70 844.926.00 150 488 167.00 100 6. $ 9 91 . n 1157.00 j 150 AD 3 281.00 BS 2 0 Bul at Proof Donlon 393 06.0 $ 3 57 800 60 3 3 0 4 .00 400 304 S [Total 7 t 400 99.00 ' OOa ti `" A'sni.: p,' t. daR, "b45 3a, <; ':• >'F.dlal" :' tti'"i't 50 22:•3 70 68 13 .00 9.384.00 1D0 531 1651AD 844.926.00 150 488 193.0B184. 200 6 6. $ 9 91 . n 50 31RiJAIQU j 5 4. AD 3 281.00 BS 2 0 Bul at Proof Donlon 393 olel 880 55A-408 1 4 .00 Lectek cree Optlon 3 Clemens Response to Olty of Santa Ana RFP 17478 Foe Proposal is 1.329.586 DD N RSYVA 112rda U91,9i so 22 $ 144.00 S. 70 5 148.00 9.028.0D 100 6214 9 146.00 778.644.00 150 177,00 $ 84A24. - 200 3.1 $ 109-0005 341 250 13100 .1 gi 231167 '400 111 IM92 1204agg 0el FToof uption T 4An m WR is 1.329.586 DD N RSYVA 112rda U91,9i so 223 1 3.8 .0 410 OB 77. 1203 00 Street Ilght tachniclan 7,560 $ W.578 00 150 177,00 $ . . - 200 IT7.00 $ 341 1131 77�00 3 gi 231167 20§20 304 IM92 1204agg 0el FToof uption 393 - 31 00 ,31�,00 WR I �I 'A 07. Install LED fbKtum- (mouas all 835ocialed labor, equipment, and disposal of HPS materials Street Ilght tachniclan 7,560 S 83.00 $ 495,160.00 55A-409 AGREEMENT TO PROVIDE CITY-WIDE FIBER OPTIC BROADBAND NETWORK CONSULTING SERVICES THIS AGREEMENT is made and entered into this 3rd day of April, 2018 by and between Magellan Advisors LLC, a Florida Limited Liability Company ("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 September 15, 2017, the City issued Request for Proposal No. 17-111, by which it sought a consultant to provide City-wide Fiber Optic Broadband Network Consulting Services. 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. 17-111. 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 the services that were described in the scope of work that was included in RFP No. 17-111 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 for City, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement, including any extension periods, shall not exceed $225,000. This sum includes the (1) base fee of $199,880 plus (2) a contingency in the amount of $25,120 for services to be performed at the sole discretion of City. 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. Page 1 of 8 55A-410 3. TERM This Agreement shall commence on the date fust written above and continue until April 2, 2021, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for two 1 -year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT 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 subj ect 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 pdy 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. OWNERSI IIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 55A-411 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement, f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith Page 3 of 8 55A-412 terminate this Agreement. Such tennination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability. (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal orpropertyrights 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. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 4 of 8 55A-413 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. 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. 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 parries. In the event of a conflict between the terms ofthis Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement maynot 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. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written Page 5 of 8 55A-414 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 may be terminated by the City upon thirty (3 0) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, 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. [�& :\ W- 7 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. 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, Page 6 of 8 55A-415 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. 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 class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Consultant: Magellan Advisors Attn: Jory Wolf, VP 99918"' St., Ste. 3000 Denver, CO 80202 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 asset 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. Page 7 of 8 55A-416 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. r John unk Assistant City Attorney RECOMMENDED FOR APPROVAL: Edwin "William" Galvez, P.E. Acting Executive Director Public Works Agency CITY OF SANTA ANA Raul Godinez II City Manager CONSULTANT: By: Title: Page 8 of 8 55A-417 Exhibit A II. Scope of Services & Schedule Phase 1: Technical & Business Evaluation A. Assessment of City Owned Assets We will conduct a comprehensive asset Inventory of the City's current fiber network to determine its usefulness for new broadband applications. This assessment will give the City a realistic assessment of the network's capabilities and opportunities to use it as a foundation for future broadband programs. We believe that the following components should be analyzed at a minimum: • Underground conduit, Innerduct, empty and available conduit • Fiber cables, strand counts, splice points, terminations and utilized strands • Vault and handhole locations • Available and reserved capacity throughout the network • Construction and placement method policies • Current as-builts and documentation • Terminating locations and city facilities • City GIS maps Including City -owned property, right of way, easements Magellan will provide the City with a comprehensive report on the network and accompanying GIS files. This report will provide the inventory of available broadband assets that the City should consider formalizing into Its broadband program as it develops. Magellan's GIS services will enable Santa Ana to accurately collect, track, analyze and report on key broadband Infrastructure assets throughout the City. We propose to first build a geo-correct layer for the City's conduit and fiber, identifying placed conduit, type, size, status (occupied/vacant) and related Information. A second layer will Incorporate poles, traffic signal cabinets and other assets to be used for expanding the network, for network operations and for opportunities to generate lease revenue through vertical pole assets from 5G microcell site deployments. We will work with the City's public works and utilities departments to assess capital projects that may create opportunities to Install conduit and fiber Infrastructure, In conjunction with other broadband providers. We propose to review the long-term capital projects schedule and build a map that identifies the projects where broadband Infrastructure could be installed over the 10 -year period. We'll also plan cost estimates for the City year -by -year to determine how much funding should be allocated to these projects, if any. We will collect vertical pole Inventories for leveraging OAS attachments and WIFi deployments for lease revenue opportunities, for support of smart city applications and for lifestyle improvements for workers, visitors and residents. vww.mannllanailvimrz mm 10 2017 Magellan Advlsas 55A-418 B. (deeds & Competitive Landscape Assessment Needs Assessment This assessment will first evaluate the City's needs for future fiber Infrastructure and document the potential applications that will allow the City to better serve its constituents while reducing costs and Improving municipal efficiencies. We will work with your departments to understand their current and future needs for connectivity among Public Works, Information Technology, Utilities, Community Development and other users. This assessment will focus on current and future programs that the City will deploy and that rely on fiber (and wireless) Infrastructure. We will also analyze the range of Smart City Technologies that are being deployed by cities around the US and help you determine what critical Infrastructure is required to support the Internet of Things ('IoTa) in Santa Ana. We believe that cities positioned with the Infrastructure needed to support Smart City Technologies will be well positioned to meet their constituents' needs long Into the future. We want to make sure Santa Ana Is planning for Its future through this assessment. We understand that the City is has some significant infrastructure projects currently underway, including the purchase of streetlights within the City and evaluation of wireless water meters for the utility. We will help you assess the benefits gained by equipping your infrastructure assets with fiber and wireless connectivity to support many growing municipal and community needs. These municipal and smart city needs will serve as a way to aggregate demand in a potential public- private partnership for the citywide broadband network. Documenting the City's internal needs for this Infrastructure will help the City and private partners understand what services are required and where Infrastructure should be deployed. Magellan will build a comprehensive GIS -based map that identifies the locations for municipal and smart city connectivity. Similarly, Magellan will help you determine the broadband needs of the community, including small businesses, large businesses, enterprises, community anchors and residents. We believe that you should gain a fundamental understanding of demand for broadband services in Santa Ana to determine the overall level of need today and In the future. This demand is a key driver of the overall business model and financial sustainability of a potential project. In other cities we have worked, Magellan has been able to aggregate demand from these stakeholder groups to support overall feasibility of proposed broadband networks. In these cases, Magellan's work has led to achieving real-world public-private partnerships by recruiting and attracting providers to cities that can demonstrate high levels of demand across many types of stakeholder groups. Magellan will conduct a similar analysis for Santa Ana to help you build demand across your community with the goal of supporting a broadband public-private partnership. We will work with you to determine the best way to assess needs and identify demand In the community. This process generally Involves outreach with stakeholder groups to learn about specific broadband and technology needs. The outreach may Include: A. Online Broadband Surveys Magellan's online surveys will provide important information to understand perceptions around broadband services, inventory current services, test speeds across the community, and Identify Issues. We generally receive strong response rates from respondents in these surveys, which provide valuable information for the planning process. We propose to survey residents, businesses and community anchors in the Santa Ana area and utilize local organizations to promote the surveys. w manWlan nd A. m mm 11 2017 Magelan Advisors 55A-419 B. Community Anchor Interviews We will hold interviews with each community anchor in Santa Ana to gain an understanding of their current and future broadband and technology needs. The format for these may be one-on- one in some cases or group in other cases depending on the size of each community anchor and Importance to the project. We will work with the Santa Ana team to Identify community anchors across education, healthcare, municipal, public safety, state, regional and other organizations. C. Enterprise Business Interviews For large businesses in Santa Ana, we propose to hold one-on-one interviews to understand their current and future broadband and technology needs. We find that individual interviews work best for large businesses because they are able to share more information with us one-on-one versus a group setting. Large business Interviews are Important to Identify key business anchors that may utilize the City's network. D. Small & Medium Business Interviews For small and medium businesses in the Santa Ana, we propose to hold focus groups to understand their current and future business and technology needs. We find that these can often times be coordinated through local economic development personnel or the local chamber of commerce. Focus groups containing 10-20 businesses each provide valuable Information that we will utilize to plan broadband strategies for Santa Ana. Competitive Landscape Assessment Magellan will work with Santa Ana to determine the current broadband environment, Including updated maps of broadband availability, speeds and providers. The market assessment will determine the services that are available, providers, service level, pricing, and access. We will document all publicly owned and privately owned networks in the communities and build a comprehensive GIS -based broadband map to illustrate how each community is served by broadband and what providers currently serve the market. Our survey will provide speed testing tools so that residents and businesses can report ACTUAL SPEEDS and experiences, versus what is advertised on providers' websites. We will provide you with a graphical and visual representation of the current market, based on the survey and data collected for the market. This graphical representation will give you unique and valuable data on the actual broadband market in Santa Ana so you can understand the following: 1. Actual speeds that residents and businesses are receiving; 2. Actual pricing that residents and businesses pay for services; 3. Territories for providers operating In each community; 4. Customer satisfaction levels with broadband providers; 5. Key Issues that impact customers across the city. C. Interim Guidelines M" MAnP.bn-A&ICnr..q rt 12 2017 Wgdlan Advism 55A-420 Magellan's team will provide Santa Ana with interim guidelines for Implementation of fiber Infrastructure upon completion of the needs assessment and assessment of City owned assets. In addition, Magellan will provide Interim reports/guidelines throughout the project at Intervals agreed upon by the City and Magellan. D. Business Analysis We will help Santa Ana analyze a range of business model options in the framework of financial, operational, and organizational requirements to determine which models are `best fit" for the City, have the greatest chance of success, and will be the most financially sustainable. We will present each analysis of every business model to the City teem.and provide an analysis of how each meets Santa Ana's goals In the project. Magellan will work with the City to define the range of business model options to evaluate for expanded fiber deployment, which may include the following: • Wholesale dark fiber and/or services In partnership with telecommunications providers; and • Expanded retail services to a range of customer segments, which may Include residential • Partnership models with existing broadband providers or other public utilities in the region; and • Others to be determined. Magellan will evaluate the current financial and budgetary environment for the network. We believe that Santa Ana's decision-making process for a network expansion needs to include financial analysis of the proposed hardware solution and the operational costs that Santa Ana will Incur In deploying the selected solution. These operational costs Include more than equipment service contracts; the selected solution will have financial Impacts across many aspects of Santa Ana's operations. We want to make sure these are evaluated so the City understands all financial Impacts to the organization. Once documentation is complete, we propose to analyze current and future needs for Santa Ana and the Santa Ana network. Magellan proposes that we ask and answer the following key questions In the needs assessment: • What are the long-term needs of Santa Ana's current customers Including types of service, bandwidth scalability, performance, and reliability? • Can Santa Ana expand Its service offerings to attract new customer segments? If so, what customer segments are anticipated and what services will these customers require? • Are Santa Ana's products and services competitive in the market and how can the expanded network create competitive advantages for Santa Ana to expand Its customer base in the community? • What is the current environment in metropolitan area networking that Santa Ana should consider for Improve competitiveness and meet current and future customer needs? • How is the network currently managed and what operational goals does Santa Ana want to achieve in expansion of its network? ,wnv mancOarvaAvicmc mm 2017 Mage0an Advisors 13 55A-421 E. Technical Analysis Magellan will work with Santa Ana staff to identify Infrastructure that is required to meet the needs of the community determined in the needs assessment. Our team will thoroughly review all communications facilities owned by the City that could be utilized In a new strategy that would be developed as part of this Study. Our consultants will work with Santa Ana staff to understand the pros and cons of each delivery method and the costs associated with each as the Infrastructure that Is chosen can have a major Impact on long-term financial sustainablllty. The overall network design will be based on the needs of the residents, businesses and anchors that will utilize it. This will determine the bandwidths and speeds, performance, redundancy and scalability, requirements and solution -specific requirements. Magellan will design a network that meets the specifics outlined by the City, and the network should be capable of supporting the following: • Gigabit -capable with a path to 10 -gigabit • High-performance, dedicated connectivity • Reliable and redundant • Flexible to support multiple technologies, such as GPON and Active Ethernet simultaneously • Scalable to support future growth, density and bandwidth requirements • Multi -service in design — voice, video, data, with the necessary QOS management • Administratively lean, fitting well within the electric utility operational environment • Smart City applications • Smart Grid technologies Conceptual Network Design Magellan will assist Santa Ana in developing the most appropriate broadband network design based on the needs of municipal services, smart city initiatives, businesses and anchor institutions, and for leveraging vertical pole assets for leasing to wireless carriers. We propose to utilize any existing City conduit, fiber, facilities and other assets Including, street light poles, traffic signal poles and traffic signal cabinets as a foundation to develop an expanded fiber-optic and wireless network capable of serving the needs of the City. We will build off this foundation to determine how end users and ISPs can be connected with one another. This task will entail network design elements for last -mile and middle -mile connectivity. We will help the City develop a strategy for last -mile connectivity — the connections from current conduit and fiber to end- users. We will also help Santa Ana develop a strategy for the middle -mile connectivity and interconnection points within the City's fiber network. We should identify any data centers or colocation facilities in Santa Ana and determine if/how the City's network can interconnect to them. We will make recommendations on routes and locations of fiber Infrastructure, points of connection and locations for wired and wireless equipment. This will facilitate fiber connectivity between the City's fiber and many potential ISPs and content providers. It will also enable the City to allow businesses, anchors and other potential subscribers the choice of their broadband provider. These strategies should all be based on sound business cases and real-wodd opportunities that the City can consider for expanding its network. We believe that revenue -based opportunities are crucial for the City to support any Investments in new broadband wired and wireless Infrastructure — meaning that there should be a guaranteed revenue stream for each opportunity. These wvxv mannllan.advimrF rpm 14 2017 MagOan Advisors 55A-422 are key factors that are needed in order to create a critical mass of network customers, service providers and public/private partnerships. We believe that the network should employ the concept of an open architecture, able to accommodate a range of technologies and applications, This open architecture should be carried through the entire network design so the network is deployed consistently and affords maximum compatibillty with the City's systems, other public networks and future broadband applications. As part of Magelllan's proposed network design, we will provide development standards that should be employed in the enginearing design for the fiber network. F. Develop Fiber Master Plan Magellan will provide a final fiber -Optics Master Plan at the conclusion of this engagement. The City of Santa Ana Flber-Optie Master Plan will contain the blueprint for development of City Infrastructure to Interconnect all corridors with one another, serve municipal and community needs, support economic development, support identified smart city Initiatives, provide policy and connectivity for leveraging light pole assets for new revenue opportunities and prepare the City for the gigabit generation. The report will Include how Santa Ana can use the broadband network and prepare Itself for emerging technologies, including drones, driverless cars, advanced robotics, and mobile hotspots, We will work vldh you to refine this plan so it is 100% representative of your stakeholders needs and has a high degree of relevance to your community. The Master Plan will function as the guidebook for fiber- optic development across the City andwill Include all information necessary for Santa Ana to begin expanding Its broadband wired and wireless networks, Implementing smart city applications, connecting more businesses for economic development, Implementing best practice governance and policy for broadband operations and leveraging traffic signal and street light poles for generating new revenue from dark fiber and pole attachment leases from SG wireless macrocell sites. It will also provide estimates for FTTH and for Digital Inclusion. All supporting Information such as Individual task analysis, raw data, mapping (SSRI) shapeflies and the technical memoranda from each previous task will be Included with the Master Plan. All documents generated to support delivery of the Plan will also be provided to the City. Magellan's project team will be readily available for meetings with Santa Ana leadership to support the adoption of the Master Plan and we are happy to present the final report and findings to your leadership, cityofficlals or other stakeholderyou believe should be included in the final presentation. G. On Call Support Services/ Review Proposals from Vendors Magellan believes that Input from private providers is crucial to development of the City's overall broadband strategy. As such, we believe thatthis is a crucial Input to formulating the City's broadband strategy and approach. Magellan has developed and managed a number of public-private partnerships between public organizations and private providers. We've helped many cities manage these RFPs Including for the City of Rancho Cucamonga California, which is an example of how Magellan has completed work as required and detailed by Santa Ana, and similar to the RIVCO RFI that was Issued by Riverside County. We suggest releasing a similar RFI In Santa Ana. The RFI should solicit Interest from providers in using the City's Infrastructure to expand broadband services Into the community. Feedback from u mnwtuanaddws= 15 2017WgelmMom 55A-423 providers will provide Important Input into the planning process. Timing for this RFI can be determined In the study and whether the City wants to Issue It earlier or later In the process. H. Grant Opportunity Analysis Magellan's senior consultant and grant expert, Sherry McCuller will be participating and working with Santa Ana to analyze any grant opportunities for Santa Ana. Sherry has over 18 years' experience in In broadband planning, fundraising, deployment and operational management. Her work has helped communities raise over $376 million in public and private funding for advanced broadband infrastructure deployment and service provisioning, including $105.5 million in 2017 to date for Newport Utilities, a municipal utility serving rural Cocke County, Tennessee, and for Matawa First Nations Management, a nonprofit organization serving five remote First Nations communities In remote northwestern Ontario, Canada. The grant and loan awarded to Newport Utilities are building a fiber-optic Smart Grid communications network for Its electric distribution system and a Fiber to the Premise broadband network for Newport Utility customers. The grant award to the Matawa First Nations communities was the largest such award in the history of Ontario and will transform healthcare, education, safety and security, and economic development and entrepreneurial support for the remote communities. I. Financial Models Magellan will evaluate the current financial and budgetary environment for the network. We believe that Santa Ana's decision-making process for network development needs to Include financial analysis of the proposed hardware solution and the operational costs that Santa Ana will incur in deploying the selected solution. These operational costs Include more than equipment service contracts; the selected solution will have financial Impacts across many aspects of Santa Ana's operations. We want to make sure these are evaluated so the City understands all financial impacts to the organization. Once documentation is complete, we propose to analyze current and future needs for Santa Ana's network. Magellan proposes that we ask and answer the following key questions in the needs assessment: • What are the long-term needs of Santa Ana's current customers including types of service, bandwidth scalability, performance, and reliability? • Can Santa Ana expand Its service offerings to attract new customer segments? If so, what customer segments are anticipated and what services will these customers require? • Are Santa Ana's products and services competitive in the market and how can the expanded network create competitive advantages for Santa Ana to expand Its customer base in the community? • What is the current environment In metropolitan area networking that Santa Ana should consider for Improve competitiveness and meet current and future customer needs? • How is the network currently managed and what operational goals does Santa Ana want to achieve In expansion of Its network? www manallarvadvisnrs mm 16 2017 Magagm Adis s 55A-424 Financial Planning and Our Broadband Financial Model Magellan proposes using our Broadband Financial Sustainability Model to ensure that Santa Ana has a full understanding of the business and financial sustainability of various broadband initiatives. Using these tools will allow Santa Ana to evaluate different business models and make Informed decisions on which are most adequate for the City and community — Including environments that require no funding. Our financial models have been specifically developed for broadband utilities and are very similar to electric utility rate studies. Our models are widely used tools to model feasibility and financial performance for over 50 municipal broadband providers. Magellan's financial modeling tools have been utilized to plan and manage broadband network Investments for over $500 Million In broadband projects nationwide, Including $250 Million In Broadband Stimulus investments under the NTIA BTOP grant program. Using our financial tools, we suggest using the following process to conduct the business model analysis and make recommendations. We would propose using a 10 -year period to analyze the project: 1. Develop the cost model for the network, Including one-time and ongoing capital expenditures to build the network. 2. Develop the cost model for operations, including O&M, network operations, field services, staffing, billing and customer service. 3. From the market analysis and outreach, determine the customer segmentation and growth on the network, across each type of customer (business, school, hospital, etc.). 4. Determine customer growth rates for the network, based on benchmarking analysis from other utility and municipal providers. S. Determine a proposed competitive rate schedule for potential services, using pricing Information from the market analysis and benchmarking information. 6. Develop financial statements, pro -formas, depreciation schedules, and cash flows. 7. Conduct comprehensive financial analysis on the project to determine overall financial sustainability using key metrics such as free cash flow, debt service coverage, operating margin, and net income. a. Use scenario analysis to evaluate different business models and determine which are feasible for Santa Ana to consider. 9. Recommend the most feasible business model based on overall business and financial sustainability, community benefit, and long-term value to the Santa Ana community. J. Wireless Policy Development Like many cities in Southern California, the City of Santa Ana is purchasing street light poles from Southern California Edison (SCE). Santa Ana Intends on purchasing 5,000 poles that will enable energy savings through conversion to LED lighting and will provide new opportunities for revenue from small cell licensing, dark fiber leasing for small cell backhaul and furthering smart city efforts. Magellan proposes to assist the City of Santa Ana in developing wireless policy, master licensing agreements and standards and guidelines for small cell pole attachments. We will provide guidance in the evaluation of controller based connected lighting systems such as CltyTouch as well as other smart lighting solutions. Magellan will also evaluate and recommend business models for the City to own and operate waw.manrpanadvisnrs rpm 2017 Magellan Advisors 17 55A-425 wireless networks. Magellan will assist and guide the City of Santa Ana's team In policy development around wireless ordinances. We maintain knowledge of best practice in policy development and organizational structure for Implementing and operating broadband and wireless networks. We will help the City of Santa Ana organize and refine internal business processes for Improved communications, project management, financial management and policy development for wired and wireless communications systems. We will provide the City with our knowledgebase of wireless policies for enabling and facilitating the development of policy for use of the public right-of-way for wireless Installations. Our recommendations will help the City generate business processes and workflows that will improve internal and external partnerships for streamlining the City's ongoing expansion of broadband wireless deployments. We will assist In Implementing policy for Santa Ana that Includes the following areas: • Political Will o Educate and achieve support from internal champions o Organize task force and project advocates o Articulate project goals and objectives o Assist in presentations of policy and licensing recommendations to Planning Commission and City Council • Governance and Ownership o AppbInt leaders to Internal governance board o Hold meetings of task force and governance board o Evaluate and present recommendations for connected smart lighting systems o Evaluate and present business models for owning and operating wireless networks • Internal and External Policy Development o Wireless ordinance or zoning code amendment o Wireless Licensing Agreement o Standards and Guidelines Optional Task Magellan proposes to assist the City of Santa Ana with guidance and development around joint trench, right-of- way management and dig once policy for encroachment permits for the City of Santa Ana. www maMVAl advimrs.mm 18 2017 Magellan AcMsas 55A-426 Phase 2: Development of a Broadband Business Plan A. Fiber-Optic/Telecommunication & Broadband Infrastructure Design Magellan Advisors assists municipalities and public utilities with design and Implementation services for fiber-optic broadband services. Magellan has assisted numerous communities, through this process, and we will provide Santa Ana with a one -stop -shop for all broadband planning and deployment needs to help you simplify the process of deploying advanced communications networks. We will provide you with the Industry's leading team of experts in fiber and wireless deployment. Our team has planned and managed deployments for Google Fiber, AT&T and numerous Communities and public utilities across the nation. Magellan provides turnkey services that give the City comprehensive planning and implementation services across all facets of Its broadband deployment, Including design engineering, project and construction management, data center and equipment integration, sales and marketing, business and operations management, regulatory compliance and general management. B. Local Government Technology Based Feasibility Studies Magellan Advisors leads the Industry In developing technology based feasibility studies for local governments In the State of California and throughout the US. No other firm has the combined experience of Magellan's senior consultants, many of whom have worked as CIO's and leaders in local government, and developed and lead their own municipal broadband networks, including .tory Wolf the executive in charge of Santa Ana's project. Ourteam believes that feasibility studies should be more than a simple document stating the City should or should not move forward. We will provide Santa Ana with a detailed study that outlines several options for the network, along with business models and specific technology that will futureproof the network. Magellan's final report will highlight the recommendation that we believe is best for the City understanding the level of risk and financial impact that it will have for Santa Ana. C. Documented Industry knowledge and Experience Negotiating with Providers Magellan Advisors has been working with local governments to prepare and solicit RFI's, and negotiate terms with private providers since Its inception. We are the trusted advisor to local governments that want to engage private providers In strategic partnerships to deploy broadband. We have worked with over 20 cities and utilities to recruit, negotiate with and develop partnership agreements that leverage the strengths of public organizations and the Industry expertise of private providers. We guide our clients through the business, financial and risk issues to develop deals that protect public organizations and incentivize broadband providers to dePloy services in communities that otherwise would not receive them. w.w+manaOao-aAvi:me mm 1 g 2017 Magellan Adviscrs 55A-427 D. Facilitating Development MOu Experience the of an Magellan Advisors has significant experience representing public organizations in broadband RFI, RFP and ITN (invitation to Negotiate") solicitations. For the City, we propose to provide our professional consulting services to assist you through the next phase of preparing and soliciting an RFI, along with evaluation and selection of the most responsive broadband provider from the RFI, which we refer to as Phase 1 In the scope below. Magellan will also provide the City with a proposal for services in support of the next steps, which would entail representing the City's Interests In negotiating with provider(s) and working toward a MOU and an ultimate definitive agreement for the public-private partnership, at the conclusion of this engagement. E. Extensive Knowledge of Last Mile Networks Magellan Advisors has vast experience working with last mile networks and utilizing various technologies including wireless and FTTH. We have planned and managed construction of over 1 million fiber to the home connections and work with all design and deployment techniques. Including value engineering to minimize capital expenditures on buildouts. For Santa Ana Magellan will work with the client team to Identify "Last Mile" connectivity solutions that will meet the requirement to deliver advanced broadband speeds to the various organizations that require access. Our engineering team will provide tailored fiber designs optimized to the City. Our consultants will work with the client team to understand the pros/cons of each delivery method and the frosts associated with each, as the last mile Infrastructure that is chosen can have a major impact on financial sustainability. Our goal is to right -size the technologies based on the economics of the City. F. Proven Knowledge Relating Technical Aspects to Business Modeling Magellan will provide proven business models for Implementing wireless services, fiber to businesses and anchor Institutions, and fiber to the home (FTT14). The models will present primary and secondary deployment alternatives, identify potential business partners, define focus areas and provide strategies and methods for defining and Implementing Public -Public/ Private Partnerships (PPP). Magellan will use Its proven financial modeling tools to develop at 20 Year Financial Pro Forma for Santa Ana's project, testing various business model options and scenarios. We will provide comprehensive pro formas based on a detailed set of assumptions and forecasts to project financial outcomes for Santa Ana's options. We will provide a dynamic model with over 140 assumptions that can be varied to determine the Impact to financial performance. From these 140 assumptions, we provide you with the 10-20 most sensitive variables in the model that when altered, significantly impact financial performance. Output from the model is expected to include, but not limited to: • Assumptions and documentation • Broadband Financial Dashboard • Financial Ratio Analysis • Break Even Analysis • Income Statement M" manallan uadAmr.¢ mm 20 2017 Magellan Advl=s 55A-428 • Balance Sheet • Rate Sheet • Capital Plan • Personnel Plan • Operating Costs • Renewal and Replacement Reserves • Borrowing Summary • Borrowing Tables • Sales Forecasts • Cumulative Demand G. Knowledge and Understanding of State and Federal Regulatory Laws Magellan Is Intimately familiar with State and regulatory statutes concerning broadband and telecommunications markets and specifically municipal broadband. We have a clear understanding of California Public Utilities Commission statutes, FCC and related federal agencies that govern telecommunications services. We maintain full time regulatory consultants who will help the City understand the key statutes and the implications for the City in developing the proposed network and public-private partnerships. H. Construction Cost Estimates Based on the network design, Magellan will provide estimates to Santa Ana for cost of network construction, Including design, construction, equipment, testing and certification as well as ongoing annual costs to operate and maintain the network. In addition, all backhaul options will be reviewed to Identify the most optimal routes out of Santa Ana, and to Identify potential Interconnect points to regional Points of Presence (PoPs). Our significant work managing broadband construction projects will allow for accurate estimation of the costs the City will bear in this process. We will Incorporate these cost estimates Into our financial planning tools used in the project for business, anchor and residential service. We'll Incorporate all cost estimates for capital Into our Broadband Financial Sustainability Model to conduct further financial analysis of the proposed network. Our model provides comprehensive capital and operational costs for buildout in year -by -year schedules that accounts for all revenues and costs bome by Santa Ana's proposed network. Details on how our model works is described in the following sections. www MnAha advlmrs mm 21 ..2017 Magdan Advisors 55A-429 Project Schedule We Estimate that both phase 1 and phase 2 will cover approximately 9 months of work. During this time, Magellan will meet with City staff, hold meetings with stakeholders, review plans, visit regional sites and make presentations to the City's project teams as well as other activities to be determined between Santa Ana and Magellan. Schedules will be determined cooperatively between Santa Ana and Magellan. Magellan will require some resources of the City staff to gather relevant regional data, work with local stakeholder to schedule outreach meetings, conduct Interviews of Santa Ana staff with Magellan, participate on status calls and onsite meetings and participate in presentations. Phase Description Month t Month 2 I Month 3 Month 4 Month 5 Month 6 t A Assessment of City m � Owned Assets r r, C 4 i a Needs & Competitive +yi m' — -- -- --- Landscape Assessment 56 Interim Guidelines a, --" I E I � 1.0 Business Analysis -- ---- --- —... rE _— Technical Analysts F { _ _ _ Develop Fiber Master I Plan G On Call Support Services/ Review e Proposals from w' Vendors H i _ Grant Opp_ortunity - — —�- Analysis ;Financial Models T ' r Wireless Policy i Development. , - - - - - Optional Task [Dig Once Policy � mana.Aan.ndaw., mm 22 2017 Magellan Advisors 55A-430 Phase 2 Description i Month i Month j Month 6 Month 9 16 !7 i 1 Develop Sound Business Case i Assess Regulatory Environment ' Facilitate and Develop r W, mou a Construction Cost Estimates I Optional Task s Design 8 Engineering i www manalianadvicnre rrvn 2017 Magellan Advls 23 55A-431 Citywide ,Fiber -Optics Broadband Network Consulting Services RFP NO.: 17-111 www mannl1.n-aduamc emn Prepared for: City of Santa Ana Attn: Armando Fernandez Public Works Agency 20 Civic Center Plaza; 371 Floor Reception, Ross Amex Santa Ana, CA 92701 Prepared By: Magellan Advisors Jory Wolf VP of Digital Innovation 999 18th Street, Suite 3000 Denver, CO 80202 55A-432 2017 Magellan AEalaom M. Fee Proposal Phase Descnptwn � Hours Hourly= Total A Assessment of City Owned Assets 80 $210 $16,800 B Needs & Competitive Landscape Assessment 80 $210 $16,800 C Interim Guidelines 30 $210 $6,300 D Business Analysis 80 $210 $16,800 E Technical Analysis 80 $210 $16,800 F — Develop Fiber Masr Plan te -.._....._... 70 $210 $14,700 G On Call Support Services/ Review Proposals from 50 $210 $10,500 Vendors __—__ 1 Grant Opportunity Analysis 30 $210 $6,300 I — - Financial Models v_._.._—__._____ 70 $210 $14,700 7 Wireless Policy Development — 48 $210 $10,080 — — - - ._._.. Total for Phase 1 (NOT TO ..... EXCEED) 618 $129,780 Optional Task K Dig Once Policy 25 I $210 $5,250 2017Mf dellenAbl&.. www manaliana�ivicnrc rnm2 55A-433 P ash e2 Descnptlon Hours Hourly`° Total ;- 1 - .max Rate 1 Develop Sound Business Case 618 $210 $129,780 2 Total (Not to Exceed) 120 $210 $25,200 2 Assess Regulatory Environment 310 $210 $65,100 - ...._...- Travel &Incidental 30 $210 $6,300 3 Facilitate and Develop MOU $5,000 _._....-----. --- Total Cost to Santa—Ana 80 $210 $16,800 4 Construction Cost Estimates 928 $199,880 80 - $210 $16,800 5 *Design & Engineering (Optional Task) Per Ft. Per Ft. TBD Total for Phase 2 (Not to Exceed) 310 $65,100 * Magellan Advisors rate for Engineering and Design is $1.25 per ft. for Underground Design and $1.00 per ft. for Aerial. The total to the City of Santa Ana for Phase 1 and 2 including $5,000 in travel and incidental expenses is $200,000 which includes all work to be completed for the City by Magellan. Phase Descr1ption ; 'Hours Hourly :Rate ,.. Total 1 Total (Not to Exceed) 618 $210 $129,780 2 Total (Not to Exceed) 310 $210 $65,100 - ...._...- Travel &Incidental — _.... i.._.. — $5,000 _._....-----. --- Total Cost to Santa—Ana 928 $199,880 www m.nnllan,Hvicnrc r m 55A-434 2017 Magellan Advlaon, Exhibit 6 — Siemens Industry, Inc. Agreement See Exhibit 5, Tab 16 55A-435 55A-436 Exhibit 7 — Magellan Agreement See Exhibit 5, Tab 16 55A-437 55A-438 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: APRIL 3, 2018 TITLE: APPROVED DISCUSSION AND REVIEW OF THE ❑ As Recommended CALIFORNIA WATERFIX PROJECT E] E] E]OOrrdinance on 1n Reading UPDATE ❑ Ordinance on 2nd Reading (STRATEGIC PLAN NO. 6,1H) ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO r-- FILE NUMBER C111 PANAGER RECOMMENDED ACTION Discuss and review of the California WaterFix project update and consideration of the City Council's position on the matter. DISCUSSION For over a decade, the Metropolitan Water District (MWD) and other State Water contractors have been working with State and Federal agencies to modernize the Bay -Delta water conveyance system through the construction of twin tunnels which would address Southern California water needs as well as enhance the Bay -Delta ecosystem and habitat restoration. The environmental restrictions through the years have reduced pumping operations in the Delta which severely impacts expected water exports to Southern California. The proposed project known as the California WaterFix (WaterFix) seeks to take water north of the Delta through two 40 -foot diameter tunnels to south of the Delta. The bypass would reduce reverse flows which impact sensitive habitats and fish, and which have led to reduction of Delta water exports. The California State Department of Water Resources (DWR) approved the WaterFix in July of 2017. In the fall of 2017, State Water Project (SWP) and Central Valley Project (CVP) Contractors were asked by DWR for their participation and financial commitment to the project. Mostly all of the SWP Contractors agreed to fully participate, including MWD [1]. However, due to certain institutional and financial structures, some of the largest CVP Contractors chose not to fully participate, in particular Westlands Water District, resulting in 1/3 of the Full Project being unsubscribed. Staged Approach To align committed agencies, Governor Brown announced a new "Staged Approach" where the Full project would be broken into two stages [2]: 65A-1 Discussion and Review of the California WaterFix Project update April 3, 2018 Page 2 • Stage 1 (2/3 of 9,000 cfs = 6,000 cfs) — Construct one tunnel, one intermediate forebay, two intakes, and one pumping station • Stage 2 (1/3 of 9,000 cfs = 3,000 cfs) — Construct second tunnel, third intake, and second pumping station This Staged Approach would start with a single tunnel to accommodate the subscription of the SWP Contractors that signed on; and construct the second tunnel at a later date when additional capacity is needed. Recent Developments In February 2018, MWD staff presented to the Board the water supply analysis and cost comparison of the Governor's "Staged Approach" with the Full Project. Overall, the Staged Approach provides water quality, water transfer, seismic, and environmental benefits, but they are not equal to the Full Project, in particular the water supply benefits. Stage 1 would cost about a 1/3 less, but the water supply benefits would also be impacted. Capital costs would be reduced from $16.7 billion to $11.1 billion; howeverthe water supply reduction would be reduced by 400,000 AF. Based on cost comparisons, the MWD Board asked staff to evaluate the costs and benefits of MWD financing the unsubscribed portion which is roughly 3,000 cfs or 1/3 (in other words, MWD financing the second tunnel). At a MWD Board Workshop on March 27, 2018 MWD staff provided analysis of investing in the construction of the two tunnels. Below is MWD's financial exposure of taking on the 33% unsubscribed share: 65A-2 Discussion and April 3, 2018 Page 3 Review of the California WaterFix Project update o Such an endeavor would increase MWD's share to 64.6% and result in an annual cost impact increase from 1.1 % to 2.2%, or two times the original amount. o The water supply benefit to MWD would increase from 410,000 AF (under Staged Approach) to 840,000 AF under average conditions. Financing and purchasing the unsubscribed share of the California WaterFix would require a new Master Agreement with DWR to ensure all benefits accrue to MWD. MWD would want to maintain the ability to sell and lease excess capacity and/or water to ensure a return on investment. MWD desires to set terms, compensation amounts, and capacity to other State or Federal Contractors for the life of the Project. MWD believes this provides the flexibility to help balance supplies from both the State Water Project and the Colorado River. Source of Santa Ana Water The City of Santa Ana's water supply comes primarily from groundwater (about 75%). A blend of imports from northern California and the Colorado River make up the remaining 25%. MWD Board Meetinq An item has been added to the upcoming April 10, 2018 MWD Board meeting Agenda to discuss this matter. MWD staff is seeking to have the Board consider two main actions: o MWD's share of the project is 67% (31.6% of the total) o Additionally, MWD and others would finance the unsubscribed 33% through the SWP Buyer's Group with contracts executed obligating CVP Participants to pay up to 33% of the cost The Cities of Santa Ana, Fullerton, and Anaheim are scheduled to meet on April 3, 2018 with their MWD Board Directors to discuss the actions being considered. STRATEGIC PLAN ALIGNMENT This item supports Strategic Plan Item 6. Community Facilities & Infrastructure, 1. Establish and maintain a Community Investment Plan for all City assets, h. Complete water/waste water rate study to ensure adequate resources to capture critical long-term capital needs. 65A-3 Discussion and Review of the California WaterFix Project update April 3, 2018 Page 4 FISCAL IMPACT The fiscal impact will require careful review and analysis by staff before a determination can be made for City Council review and consideration. Edwin "William" ez, P.E. Acting Executive Director Public Works Agency 65A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: PUBLIC HEARING -APPEAL NO. 2017-05 OF SITE PLAN REVIEW NO. 2016-03 AND VARIANCE NOS. 2017-05 AND 2017-06 TO ALLOW THE CONSTRUCTION OF A SEVEN -STORY 260 -UNIT MIXED-USE BUILDING "THE MADISON" AT'200 NORTH CABRILLO PARK DRIVE - CABRILLO COMMUNITY PARTNERS, LLC, APPLICANT (STRATEGIC PLAN NO. 3,2) r MANAGER RECOMMENDED ACTION 1gW4ZK(•73ds1111.DllIIIIIJIb9_ems_ II_Ar8 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1°t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve Appeal No. 2017-05 and adopt a resolution approving Site Plan Review No. 2016-03 as conditioned and Variance No. 2017-06 as conditioned for the side yard setback. Deny Appeal No. 2017-05 and adopt a resolution denying Variance No. 2017-05 to allow a reduction in parking. PLANNING COMMISSION ACTION At its regular meeting on December 11, 2017, the Planning Commission by a vote of 5:2 (Mendoza and Nguyen opposed) denied Site Plan Review No. 2016-03, Variance No. 2017-05 and Variance No. 2017-06 to allow The Madison mixed-use development to be constructed with deviations from the City's parking and setback standards located at 200 North Cabrillo Park Drive. The Planning Commission made changes to the recommendation outlined in the attached staff report (Exhibit A) and the action for denial is in the attached resolution (Exhibit B). DISCUSSION Cabrillo Community Partners, LLC is requesting approval to allow the construction of a mixed-use residential and commercial development at 200 North Cabrillo Park Drive. The project consists of approximately 6,500 square feet of commercial space, 260 residential units, and 445 parking spaces within a parking structure. Staff recommended approval of the project entitlements with conditions of approval including a condition to revise the plans to include 1.8 spaces per unit (468 parking spaces) in lieu of the requested 1.7 spaces per unit (445 parking spaces). Prior to the hearing, the applicant agreed to the recommended conditions of approval. At the public hearing, three members of the public spoke in opposition of the variances, citing concerns with the 75A-1 Appeal No. 2017-05 of Site Plan Review No. 2016-03, Variance Nos. 2017-05 and 2017-06 — The Madison project at 200 North Cabrillo Park Drive April 3, 2018 Page 2 findings, parking, and traffic flow. After further discussion, the Planning Commission subsequently denied the project. The appeal was filed in accordance with Section 41-645 of the Santa Ana Municipal Code (SAMC), which allows any interested parry, individual or group to file an appeal. This section requires the filing of an appeal application within 10 calendar days following the date of the decision by the Planning Commission, which was filed on December 20, 2017. Per Section 41- 645 (h) of the SAMC, the Council may, after a public hearing, affirm, reverse, change, modify the original decision and make any additional determination it shall consider appropriate within the limitations imposed by Chapter 41. In granting or denying the appeal, Section 41-646 of the SAMC requires the Council to make written findings of fact that specifies all facts relied upon in rendering its decision. In response to the Planning Commission's denial, Robert Bisno, on behalf of Cabrillo Community Partners, LLC, filed an appeal of the Planning Commission's decision. The reasons for the appeal were based on the need to comply with the Orange County Fire Authority's setback standards, an economic necessity for the parking variance, and providing sufficient parking capacity (Exhibit C). Additionally, the applicant submitted concept plans showing the provision of 468 parking spaces on the subject site (Exhibit D) and a draft economic impact analysis of the benefits of the project (Exhibit E). Staff is supportive of the applicant's request to construct the project with a side yard setback that is larger than allowed under the development standards of the Metro East Mixed -Use (MEMU) Overlay Zone. The purpose of the increased setback is to provide Fire Authority access to sections of the building that are outside their coverage. Requiring the Code mandated 10 foot setback would restrict Fire access and render the project infeasible. Staff is not supportive of the applicant's request to reduce the required parking for the project. The minimum required parking for a project in the MEMU area is 2 spaces per unit. This parking requirement is consistent with the parking standards most of the Transit Zoning Code area (except for the Downtown subzone). Staff contends that since street parking does not exist, and overflow parking is very limited in the vicinity, the 2 spaces per unit will satisfy the parking demand for the project and will minimize potential parking problems in the area. Although staff is considering a reduction in parking within the MEMU area, the findings of the parking study have not been finalized. However, staff can be supportive of the parking variance provided the applicant secures off-site parking agreements with non-residential property owners in close proximity to the development site. These agreements must be in place prior to issuance of building permits for the project. Based on staffs review and analysis of the project, and the project's consistency with the Metro East Mixed -Use Overlay Zone, staff recommends that the City Council approve Appeal No. 2017- 75A-2 Appeal No. 2017-05 of Site Plan Review No. 2016-03, Variance Nos. 2017-05 and 2017-06 — The Madison project at 200 North Cabrillo Park Drive April 3, 2018 Page 3 05 and adopt a resolution approving Site Plan Review No. 2016-03 as conditioned and Variance No. 2017-06 as conditioned to allow an increase in the side yard setback. Further, staff recommends that the City Council deny Appeal No. 2017-05 and adopt a resolution denying Variance No. 2017-05 to allow a reduction in parking. 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. andida Neal, AICP Acting Executive Director Planning & Building Agency JA: rb S:RFCA\2018\03-20-18\PBA SPR16-03VA17-05 200 N Cabrillo -Appeal Exhibit: A. Planning Commission Staff Report B. Planning Commission Resolution for Denial of Site Plan Review No. 2016-03 and Variances No. 2017-05 and 2017-06 C. Appeal Application received December 20, 2017 D. Conceptual plans with additional parking received December 20, 2017 E. Draft Impact Analysis from Applicant received January 15, 2018 F. Council Resolution for Approval of Site Plan Review No. 2016-03 and Variance No. 2017-06 G. Council Resolution for Denial of Variance No. 2017-05 75A-3 75A-4 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: DECEMBER 11, 2017 TITLE: SITE PLAN REVIEW NO. 2016-03 AND VARIANCE NOS. 2017-05 AND 2017.06 TO ALLOW A MIXED-USE DEVELOPMENT (THE MADISON) WITH DEVIATIONS TO PARKING AND SETBACKS LOCATED AT 200 NORTH CABRILLO PARK DRIVE — CABRILLO COMMUNITY PARTNERS, LLC, APPLICANT (STRATEGIC PLAN 3, 2) Prepared by Jill Arabe n V v ` Acting Plakingy.dnager Acting Executive Director RECOMMENDED ACTIONS PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED Professional & Administrative ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Adopt a resolution approving Site Plan Review No. 2016-03 as conditioned. 2. Adopt a resolution approving Variance No. 2017-05 as conditioned. 3. Adopt a resolution approving Variance No. 2017-06 as conditioned. Executive Summary Robert Bisno with Cabrillo Community Partners, LLC, is requesting approval of Site Plan Review No. 2016-03 and Variance Nos. 2017-05 and 2017-06 to allow the construction of The Madison, a seven - story, 260 -unit mixed-use development at 200 North Cabrillo Park Drive. Pursuant to the Metro East Mixed -Use Overlay (MEMU) Zone Section 8.1, a site plan review application is required and subject to review and approval by the Planning Commission. In addition, the applicant is requesting approval of two variances to allow a 14 -percent reduction in required parking and to permit a 30 -foot side yard setback in lieu of a maximum 10 -foot side yard setback. Staff is recommending approval with conditions due to the project's consistency and compliance with the vision of the Metro East Mixed - Use Overlay Zone. Table 1: Protect and Location Information Item Information Project Address 200 North Cabrillo Park Drive Nearest Intersection Cabrillo Park and and Xerox Centre drives General Plan Designation Professional & Administrative Office (PAO) Zoning Designation Specific Development No. 54 (Xerox Centre) with the Metro East Mixed -Use Overlay Zone OZ -1 — Active Urban District EXHIBIT A 75A-5 SPR No. 2016-03, VA No. 2017-05, VA No. 2017-06 December 11, 2017 Page 2 It ding Land Uses Information North Office _ South Office East Mixed -Use West Santa Ana Size acresSite Freewa2.79 Develo ment None; the site iscurrent) vacant missions Mixed-use ro'ects ermilted b the MEMU(OZ-1- OZ-1 desi nation Zoning Codes Affected off OffStreet Parking OZ -1, Section 4.8 One -Bedroom + Loft 11 SAMC Section 41-638.1 1,040 Two -Bedroom SAMC Section 41-632 16.5 Buildin Setback OZ -1, Section 4.7 Protect Description The project consists of an approximately 487,000 square foot mixed-use seven -story development at 200 North Cabrillo Park Drive. The development is proposed with 256 residential apartment units, four live/work units, approximately 6,500 square feet of retail uses, and 445 parking spaces within a three-level parking garage. Site improvements include a fire access lane' along the south and west property lines, 20,733 square feet of public open space, and 45,109 square feet of private and common open space. Table 2: Proiect Summary - Residential Units i,, -•.- Unit Type Number Proposed Percent of Units Square Footage Studios 54 20.8 538-619 One -Bedroom 144 55.4 752-977 One -Bedroom + Loft 11 4.3 1,040 Two -Bedroom 43 16.5 1,064-1,208 Three -Bedroom 4 1.5 1,595 Live/Work 4 1.5 1,540-1,592 Total 260 100 222,285 Parking' Parking Type Number Proposed Percent of Parking Allocation Residential (Gated) 392 88 1.51 spaces per unit Guest/Commercial Total Onsite Spaces 53 445 12 100 0.2 spaces per unit 1.71 spaces per unit The project will feature a contemporary architectural style with a combination of materials including standing seam metal panel siding, corten steel window surrounds, vintage wood cedar panel siding, and plaster finishes. 75A-6 SPR No. 2016-03, VA No. 2017-05, VA No. 2017-06 December 11, 2017 Page 3 Inclusionary Housin The proposed project is subject to the requirements of the Housing Opportunity Ordinance (HOO), which contains inclusionary unit requirements for projects that consist of the construction of five or more dwelling units (SAMC Sections 41-1900 at al.). The applicant is requesting approval for 260 market rate rental units within the Metro East Mixed Use Overlay Zone. The applicant has opted to pay an in -lieu fee of approximately $3,334,275 to satisfy the City's inclusionary housing requirements, which is subject to adjustment at the time of building permit issuance. Proiect Backaround On April 13, 2015, the Planning Commission approved plans for The Madison that consisted of a six -story development with 217 dwelling units (including four live/work units) and 6,220 square feet of commercial retail uses on the subject site. The development included approximately 20,700 square feet of public open space, 32,000 square feet of private and common open space, and 441 parking spaces within a two-level parking garage. The proposed project is a revision to the 2015 plans with an increase in building height and number of units, architectural modifications and enhancements, and a reduction in parking. In order to adequately provide fire access, the site layout is also modified from prior plans to reduce the building massing along the south and west sides of the site. Pursuant to SAMC Section 41.638.1, a minor exception has been granted by the Planning Manager for 23% tandem residential spaces, specifically 104 parking spaces arranged in tandem configuration. More tandem parking spaces (48%) were provided with the previously approved plans and the current project is proposing less tandem spaces. Tandem parking is only proposed within the access -controlled area of the three-level parking structure and will not impact the publicly available spaces for guests and commercial uses. Tandem parking is a supported, common practice in larger, urban office and residential projects, including other projects in Santa Ana and those in surrounding cities. The tandem spaces are planned to be distributed between one -bed, two -bed, three -bed, and live/work units and managed through a parking management plan. Proiect Analysis The proposed mixed-use development requires approval of a site plan review and two variances by the Planning Commission. The following sections of this report provide analyses for each of the proposed action items and the basis for staffs recommendation of approval of the project. Site Plan Review Pursuant to MEMU Section 8.1, site plan review approval by the Planning Commission is required for development projects in the overlay zone to ensure conformity with applicable development standards. The subject site is located within the Active Urban District of the MEMU that is intended 75A-7 SPR No. 2016-03, VA No. 2017-05, VA No. 2017-06 December 11, 2017 Page 4 for the most intensive development and designed to create a highly urbanized environment. After analyzing the project, staff finds that the proposed project is in compliance with all applicable development standards, with the exception of required on-site parking and the side yard setback, as indicated in Table 3 below. Table 3: Conformance to Development Standards Standard I Re uired b EMU—ActiveUrban District Provided Maximum Number Stories No Maximum, 3 Stories Minimum Seven stories Minimum Development Site Area One acre 2.79 acres Permitted Street Level Building Forecourt Forecourt Frontages Required less than 10% of Publicly Accessible Open Space 15% of Total Lot Area =18,230 sq. fl. 20,733 sq. ft. Private/Common O en Space 100 sq. ft. per unit = 26,000 sq. ft. 45,109 sq. ft. Building Front Yard 0-20 ft. 11 ft. Setbacks Side Yard 0-10 ft. 30 ft. — variance commercial activity. nonresidential uses required Rear Yard 0-10 ft. 15 ft. Parking Mixed-use with less than 10% of gross floor area 1.71 spaces per unit = devoted to a commercial activity: 2.0 spaces per 445 spaces — variance residential or live/work unit Inclusive of guest parking required and an nonresidential uses = 520 s aces Variances The applicant is requesting the approval of two variances to allow a 14 -percent reduction in required parking and a 30 -foot side yard setback in lieu of a maximum 10 -foot side yard setback. Pursuant to Section 41-632.2 of the SAMC, the Planning Commission may grant a variance to development standards when it can be shown that there exists a special circumstance related to the property, is necessary for the preservation and enjoyment of substantial property rights, will not be detrimental to the public or surrounding property, and will not adversely affect the General Plan. If these findings can be made, then it is appropriate to grant the variances. Conversely, the inability to make these findings would result in a denial. Staff has prepared the following analysis that forms the basis for the variance recommendations contained in this report. Reduction in Parking Table 4: Conformance to Parking Requirements Standard Re uired b MEMU Section 4.8 Provided Mixed-use Minimum of 2.0 Parking Spaces developments with spaces per residential Required less than 10% of or live/work unit 2.0 spaces x 260 units = 1.71 spaces x 260 units = the gross floor area inclusive of guest 520 spaces required 445 spaces provided devoted to a parking and any commercial activity. nonresidential uses 75A-8 SPR No. 2016-03, VA No. 2017-05, VA No. 2017-06 December 11, 2017 Page 5 The City is currently reviewing options to update the citywide parking requirements for multi -family residential uses, including those required in the Metro East Mixed Use Overlay Zone. The goals of the parking update are to modernize the requirements and find a balance between encouraging infill development, promoting alternative transportation modes (walking, cycling, mass transit, rideshare, etc.) and reducing potential parking impacts to existing neighborhoods. The City has retained DKS Associates to study and evaluate surrounding cities and current parking demands for multi -family residential uses and mixed-use sites. The early technical draft of the study generally shows that the City's current requirements exceed observed parking research for multi -family housing and that parking surveys are resulting in lower parking demand ratios. One of the options identified in the technical draft of the study is a minimum parking per dwelling unit ratio (1.8/unit) that is below the current MEMU standards to adequately address multi -family residential parking needs. In applying this ratio, the project would need to provide a total of 468 onsite parking spaces, which is an additional 23 spaces than the proposed supply of 445 spaces. The applicant has provided a parking study by Linscott, Law, & Greenspan (LLG) to demonstrate that the proposed parking supply (1.71 spaces per unit) is adequate for the mixed-use development. The LLG parking study (Exhibit 9) states that parking demand for multifamily residential uses have been found to be lower than the current MEMU parking requirement of 2.0 spaces per unit (inclusive of guest spaces and any nonresidential uses). The analysis is based on field studies of actual parking demand at 12 existing sites that are similar to the project and other parking demand/empirical ratio compilations from other sources. Existing sites that were studied had contextually similar characteristics to the proposed project including apartment unit mix, proximity to transit or ride share lots, and surrounding land uses. The results of the study show that 1.61 spaces per unit is an adequate supply of parking to meet the demand. Other publications and jurisdictions also support lower parking ratios demonstrating that peak parking demand for apartment complexes range from 1.37 spaces per unit to 1.66 spaces per unit. Furthermore, the. study states that the proposed 53 spaces of parking available for residential guests and commercial uses will adequately address demand because peak parking demand for retail differs from residential peak parking demand. It is also anticipated that a majority of the patrons to the commercial uses will primarily be residents of the subject site and occupants of nearby residential and office uses and may not necessarily drive to or park at the site. One of the objectives of the Metro East Mixed -Use Overlay Zone is to create an active, mixed-use urban village where it is possible to live, work, shop and play all within a short walk of each other. By encouraging high-intensity developments within close proximity of each other, it is anticipated that residents and visitors will use alternative methods of transportation such as walking, bicycling, and transit to and from various sites. In allowing a parking reduction for the subject site based upon peak parking demand, the City is achieving its goals of the MEMU and progressing towards a greener environment that supports pedestrian and bicycle activity and increasing housing opportunities. Staff supports a reduced parking ratio of 1.8 spaces per unit, which would provide 468 spaces in lieu of the required 520 spaces (difference of 52 spaces). The reduced ratio is consistent with the technical draft of the MEMU parking study by DKS Associates. It considers parking demand based upon surveys of other similar residential developments and reflects current parking trends in urban 75A-9 SPR No. 2016-03, VA No. 2017-05, VA No. 2017-06 December 11, 2017 Page 6 settings. As residential uses are built closer to commercial uses, individuals rely on easier traveling methods such as walking and bicycling. As the City continues to update streets and circulation plans to reduce speeds, incorporate bike lanes and larger sidewalks, and improve transit opportunities, the demand for parking will change. As of December 4, 2017, the applicant/owner has agreed to staffs recommendation of 1.8 spaces per unit. In order to satisfy the parking recommendation, the applicant would have to comply with one of the following options, subject to review and approval by the Planning Division: - Revise the plans to provide 23 additional onsite parking spaces - Revise the plans to reduce the number of units by 13 (247 units) - Revise the plans with a combination of adding parking and reducing number of units Building Setback The applicant is requesting approval to permit a 30 -foot side yard setback in lieu of a maximum 10 - foot side yard setback along the south property line. The intent of the MEMU standard was to facilitate building articulation and maximize building form. However, due to fire safety issues related to building construction and access, the site necessitates a fire lane along the south and west sides of the building, thus requiring a greater building setback from the property lines. The fire lane will provide access for a fire truck to stage and adequately serve the property during emergencies. Additionally, the setback area will be designed to accommodate open space for the residents and their guests with the inclusion of trees, landscaping, decorative paving, and seating. Residents may use this area for their pets, walking/running paths, and other recreational activities such as yoga or bocce ball. Table 5: CEQA, Strategic Plan Alignment and Public Notification & Community Outreach CEQA, Strategic Plan Alignment, and Public Notification & Community Outreacn CEQA CEQA Type Class 32 Categorical Exemption/Sec. 15332 — In -Fill Develo Projects Reason(s) ment The Class 32 exemption applies to projects characterized as infill development meeting Exempt or Analysis the following conditions: 1. The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulation; 2. The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses; 3. The project site has no value as habitat for endangered, rare or threatened species; 4. Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and 5. The site can be adequately served by all required utilities and public services. The project site and type of development proposed are already addressed in the previously approved environmental impact report (EIR) for the MEMU overlay district (EIR No. 2006-01). However, a Class 32 exemption is required for the project because the original EIR did not require a greenhouse gas study. The applicant submitted a greenhouse gas study to indicate that the project will not negatively impact greenhouse gas reduction goals. In addition, a health risk assessment (HRA) was prepared to identify any impacts from developing a residential community adjacent to a freeway. The HRA 75A-10 SPR No. 2016-03, VA No. 2017-05, VA No. 2017-06 December 11, 2017 Page 7 CEQA, Strate is Plan Alignment, and Public Notification & Community Outreach recommends that the project incorporate certain window design features on freeway - facing elevations for all units adjacent to the 1-5 freeway, and that the project install air filtration systems throughout. As outlined in this staff report, the project is consistent with the City's General Plan and the MEMU regulating plan. The proposed project has been found by the City's development review agencies to not create any adverse impacts. The building is on a site that is not designated by federal, state, or local agencies to be an environmental resource of hazardous or critical concern. The cumulative impact of this project will not be significant as the project site Is located within city limits and is less than five acres in size. It is already In an urbanized setting surrounded by urban uses. In addition, the property is already served by roads and utilities, and will not create any adverse impacts such as noise, traffic, or safety concerns. There is no reasonable possibility that the project will have a significant effect on the environment due to unusual circumstances. The project is not located within a highway officially designated as a state scenic highway and will not result in damage to scenic resources. As a result, Categorical Exemption Environmental Review No. 2017-124 will be filed for this project. Goal(s) and Policy(s) Approval of this item supports the City's efforts to meet Goal No. 3 (Economic Development) Objective No. 2 of creating new opportunities for businessfjob growth and encourage private devefo gent ihrou h new General Plan and Zonin Ordinance policies. . , Public Notifidation 8, Communit 'Outreach Required Measures A ublic notice was osted on the project ect site on November 30, 2017. Notification by mail was mailed to all property owners and occupants within 500 feet of the project site on November 30, 2017. News a er posting was published in the Orange County Reporter on December 1, 2017. The applicant held a Sunshine Ordinance community meeting on November 2, 2016 at Avila's EI Ranchito restaurant. Five members of the public attended. Primary concerns were regarding parking and traffic. The applicant has provided parking demand and traffic impact analysis reports to address the concerns and the project's potential impacts. Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission adopt a resolution approving Site Plan Review No. 2016-03, Variance No. 2017-05, and Variance No. 2017-06 as conditioned. 1 Nam- j/Lir� JA:sb SVJl iog Commisslcnx2017112-11-171sPR16.03VA17-05200 N Cabrillo Exhibits: 1. Resolution 2. Vicinity Zoning and Aerial View 3. Site Photo 75A-11 SPR No. 2016-03, VA No. 2017-05, VA No. 2017-06 December 11, 2017 Page 8 4. Site Plan 5. Floor Plans 6. Building Elevations 7. Building Perspectives 8. Landscape Plans 9. Parking Demand Analysis 75A-12 RESOLUTION NO. 2017-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING SITE PLAN REVIEW NO. 2016-03 AND VARIANCE NOS. 2017-05 AND 2017-06 AS CONDITIONED TO ALLOW THE CONSTRUCTION OF A SEVEN -STORY MIXED-USE DEVELOPMENT WITH UP TO 260 UNITS FOR THE PROPERTY LOCATED AT 200 NORTH CABRILLO PARK DRIVE BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Robert Bisno with Cabrillo Community Partners, LLC (hereinafter referred to as "Applicant) Is requesting approval of Site Plan Review No. 2016-03, Variance No. 2017-05, and Variance No. 2017-06 as conditioned, to allow the construction of a seven -story mixed-use development with up to 260 units at 200 North Cabrillo Park Drive. B. On December 11, 2017, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and at. that time considered all testimony, written and oral. C. The Metro East Mixed Use (MEMU) Overlay Zone was adopted in 2007 as a result of interest in developing mixed-use residential and commercial projects in its project area. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed-use residential communities, live/work units, hotels, and offices. D. Section 41-595.5 of the Santa Ana Municipal Code (SAMC) requires a review by the Planning Commission of all plans within a zoning district classification combined with an OZ suffix where the applicant wants to apply the overlay zone, to ensure the project is in conformity with the overlay zone plan. E. Pursuant to the MEMU Overlay Zone Section 8.1, the Planning Commission is authorized to review and approve all site plan review applications to ensure that buildings, structures, and grounds will be in keeping with the compatibility standards and design principles of the MEMU Overlay Zone and will not be detrimental to the harmonious development of the city or Resolution No. 2017 -roc EXHIBIT 1 Page 1 of 11 75A-13 impair the desirability of investment or occupation in the MEMU Overlay Zone. F. The zoning designation for the subject property is Metro East Mixed Use (MEMU) Overlay Zone (OZ -1) in the Active Urban sub -zone. G. The Planning Commission determines that the following findings, which must be established in order to grant this Site Pian Review pursuant to SAMC Section 41-595.5 and MEMU Section 8.1, have been established for Site Plan Review No. 2016-03 to allow construction of the proposed project. That the proposed development plan is consistent with and will further the objectives outlined in Section 1.2 for the MEMU overlay district. The proposed development project will be compatible with Section 1.2 (Objectives) of the Metro East Overlay zone. The proposed project will contain up to 260 residential units (including four live/work units) and approximately 6,600 sq. ft. of commercial uses. The project design incorporates an active streetscape that integrates the private development with the public realm. The project meets several General Plan goals and policies, including Land Use Element Goal 1 (promote a balance of land uses to address basic community needs), Goal 2 (promote land uses which enhance the City's economic and fiscal viability), and Housing Element Policy HE -2.3 (encourage the construction of rental housing for Santa Ana's residents and workforce, including a commitment to very low, low, and moderate income residents and moderate income Santa Ana workers) and Policy HE -2.5 (require excellence in architectural design through the use of materials and colors, building treatments, landscaping, open space, parking, and environmentally sensitive ("green") building and design practices). 2. That the proposed development plan is consistent with the development standards specified in Section 4 of the MEMU overlay district. The project complies with the majority of development standards enumerated in the MEMU regulating plan, with the exception of required parking and side yard setback, which are analyzed through the variances. 3. That the proposed development plan is designed to be compatible with adjacent development in terms of similarity of scale, height, Resolution No.2017-xx Page 2 of 11 75A-14 and site configuration and otherwise achieves the objectives of the Design Principles specified in Section 5 of the MEMU overlay district. The proposed development consists of a seven -level project surrounded by several existing mid and high-rise buildings and has been designed to complement these developments. It supports the vision of the MEMU plan with the construction of a high-density mixed-use development in close proximity to similar residential uses and supportive commercial uses. The project incorporates a variety of architectural materials, massing and ground floor uses that are compatible with the MEMU plan. It encourages a reduction in parking to reduce construction cost and emissions and to foster alternative modes of transportation such as bicycling, walking, and transit. 4. That the land use uses, site design, and operational considerations in the proposed development plan have been planned in a manner that will result in a compatible and harmonious operation as specified in Section 7 of the MEMU overlay district. No significant negative impacts from noise, air quality, aesthetics, or traffic are expected except for temporary impacts arising during construction of the project. The site's design is intended to activate its frontage on Cabrillo Park Drive with the provision of publicly accessible open space, small-scale commercial uses, and a variety of seating and recreational amenities. H. The Planning Commission determines that the following findings, which must be established in order to grant Variance Nos. 2017-05 and 2017-06 for required parking and side yard setback, respectively, have been established as required by SAMC Section 41-638: That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. The proposed project will be located in an area completely built -out by commercial and residential uses that restrict the site from providing additional parking spaces and compliant side yard setback to the south property line. The site is surrounded by high-rise offices and parking structures that Resolution No. 2017-xx Page 3 of 11 75A-15 have ample parking with divergent peak hour demands from the residential component of the proposed project. Adjacent commercial sites are built out to minimum setbacks and abut a freeway, which limits the amount of developable area for habitable space, parking, and open space for future residents and visitors. Additionally, the site necessitates adequate emergency access to the rear of the property to serve the proposed development. In order to properly address life safety issues, the building massing which takes into account the parking garage and setbacks must be reduced. 2. That the granting of the variances Is necessary for the preservation and enjoyment of one (1) or more substantial property rights. The granting of the parking and setback variances will preserve the property owner's ability to develop a vacant lot with uses consistent with the MEMU overlay plan and to provide adequate emergency access to serve the project. The development will revitalize the currently undeveloped parcel and activate the area with additional housing and commercial uses to support the active -urban subzone of the MEMU overlay plan. Future housing and active retail uses will benefit the neighborhood and promote the ability to live, work, shop, and play all within a short walk of each other. 3. • That the granting of the variances will not be detrimental to the public welfare or injurious to surrounding property. The granting of the parking and setback variances will not be detrimental to the public or surrounding properties. As demonstrated in the parking analysis for the project, the site will have sufficient parking to accommodate the peak demand for the future residential and commercial uses. The parking study also demonstrates that residential uses have divergent peak demand hours than commercial and surrounding offices, therefore no significant impacts to traffic or parking are anticipated. Furthermore, the 30 -foot setback in lieu of a maximum 10 -foot setback is necessary to accommodate emergency access and will serve a dual design purpose as open space for the residents. The variances will allow for the development of an undeveloped site consistent with the MEMU overlay plan. 4. That the granting of the variances will not adversely affect the General Plan of the city. Resolution No. 2017-xx Page 4 of 11 75A-16 The project will not adversely affect the General Plan, but rather support its goals. The proposed project is consistent with Land Use Element Goal 1 (promote a balance of land uses to address basic community needs) and Goal 2 (promote land uses which enhance the City's economic and fiscal viability) by providing a high-intensity mixed-use residential, and commercial development consistent with the vision of the area and surrounding land use designations. The variances allow for the development of the project in a mid to high-rise built environment and provide housing in close proximity to support nearby commercial uses. Section 2. In accordance with the California Environmental Quality Act (CEQA), the recommendation is exempt from further review pursuant to Section 15332 (Class 32 "In -Fill Development Projects"). The Class 32 exemption applies to projects characterized as infill development meeting the following conditions: 1. The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulation; 2. The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses; 3. The project site has no value as habitat for endangered, rare or threatened species; 4. Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and 5. The site can be adequately served by all required utilities and public services. The project is consistent with the City's General Plan and the MEMU regulating plan. The project meets several General Pian goals and policies, including Land Use Element Goal 1 (promote a balance of land uses to address basic community needs) and Goal 2 (promote land uses which enhance the City's economic and fiscal viability), and Housing Element Policy HE -2.3 (encourage the construction of rental housing for Santa Ana's residents and workforce, including a commitment to very low, low, and moderate income residents and moderate income Santa Ana workers) and Policy HE - 2.5 (require excellence in architectural design through the use of materials and colors, building treatments, landscaping, open space, parking, and environmentally sensitive ("green") building and design practices). The project site and type of development proposed are already addressed in the previously approved environmental impact report (EIR) for the MEMU overlay district (EIR No. 2006-01). However, a Class 32 exemption is required for the project because the original EIR did not require a greenhouse gas study. The Applicant submitted a greenhouse gas study to Indicate that the project will not negatively impact greenhouse gas reduction goals. In addition, a health risk assessment (HRA) was prepared to identify any impacts from developing a residential community adjacent to a freeway. The HRA recommends that the project incorporate certain window design features on freeway -facing elevations for all units adjacent to the 1-5 freeway, and that the project install air filtration systems throughout. Resolution No. 2017-xx Page 5 of 11 75A-17 Section 3. The Applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Section 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Site Plan Review No. 2016-03, Variance No. 2017-05, and Variance No. 2017-06 as conditioned in Exhibit A attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated December 11, 2017, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 11th day of December 2017 by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney Mark McLoughlin Chairman 75A-18 Resolution No. 2017-xa Page 6 of 11 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Recording Secretary, do hereby attest to and certify the attached Resolution No. 2017-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on December 11, 2017. Date: Recording Secretary City of Santa Ana 75A-19 Resoluffon No. 2017-xa Page 7 of 11 EXHIBIT A Site Plan Review No. 2016-03, Variance No. 2017-05, and Variance No. 2017-06 are approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The Applicant must comply with each and every condition listed belowna for to exercising the rights conferred by this site plan review and variances. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the site plan review and variances. A. Planning Division 1. All proposed site improvements must conform to the Site Plan Review approval of DP No. 2016-38. 2. The project plans shall be revised to provide one of the following options, subject to the review and approval by the Planning Division: a) Add 23 onsite parking spaces b) Reduce the number of units to 247 c) A combination of providing a minimum of 1.8 parking spaces per unit and reducing the number of units 3. Any amendment to this site plan review, including modifications to approved materials, finishes, architecture, site plan, landscaping, unit count, mix, and square footages must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 4. The project shall comply with all mitigation measures as required by the Metro East Mixed -Use Overlay Zone. 5. A residential property manager shall be on site at all times that the project is occupied. 6. All new utilities and mechanical equipment such as backflow devices, Edison transformers, and double check detector assembly devices shall not be located Resolution No. 2017-xx Page 8 of 11 75A-20 within front yard setbacks and must be screened from view from public and courtyard areas. 7. All parking for the project, including visitor parking spaces, shall be made available free of charge. S. The interior of the parking structure shall be painted white. 9. A final detailed amenity plan must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity, plaza, or courtyard areas as well as an installation plan. The exact specifications for these items are subject to the review and approval by the Planning Division. 10. After project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 11.A Resident Storage Plan shall be provided for the project prior to occupancy. Storage shall be available at no cost to the residents. 12. Smart wiring, including cable television and high-speed cable for computers, shall be provided for each unit and within the project's common areas. 13. Prior to issuance of a grading permit, the following shall be completed: a) Submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include construction hours, staging areas, parking and site security/screening during project construction. b) Block wall/fencing plans (including a site plan, section drawings, and elevations depicting the height and material of all retaining walls, walls, and fences) consistent with the grading plan shall be submitted to and be approved by the Planning Division. 14. Prior to occupancy of any units, the following shall be completed: a) A rental housing execution plan must be submitted to the Planning Division for review and approval. At a minimum, the plan shall identify the location of employee and visitor parking, the location of the rental office, hours of operation for the rental office, and signage affiliated with the Rental Housing Operational Plan. In addition, the rental plan must clearly note that the parking and project amenities must be provided free of charge to the residents. b) A revised parking management plan shall be submitted to the Planning Division for review and approval. The plan shall include additional parking Resolution No. 2017 -mc Page 9 of 11 75A-21 spaces with accompanying exhibits and provisions for the distribution and management of parking for residents, employees and guests. 15.As a result of the health risk assessment (HRA) and to reduce any adverse health effects associated with diesel -truck emissions associated with the project's proximity to the 1-5 Freeway, Applicant must install non-operable windows on all windows facing the 1-5 Freeway and install air filtration systems with filters meeting or exceeding the American Society of Heating, Refrigeration, and Air Conditioning Engineers (ASHRAE) 52.5 Minimum Efficiency Reporting Value (MERV) of 14. 16. A Public Art Plan shall be submitted to the Planning Division for staff review and approval prior to the issuance of building permits. The public art shall be installed prior to issuance of a certificate of occupancy. B. Police Department 1. The Applicant will be required to submit a security plan for the proposed project to the Police Department. The plan will be required to outline hours of operation for the parking structure (securedlopen), a duress alarm system for the parking structure and an access control system for the perimeter of the building. 2. Parking structure and buildings: Each door within the structure and building leading into a stairwell, lobby, or storage area must be outfitted with a 100 square inch fire rated window. Convex mirrors minimum of 12 inch in diameter must be provided at each stairwell landing, in the storage rooms and at each comer along a walkway. The last flight of each stair must be fully enclosed at its base. 3. Elevators are to be equipped with minimum 12 -inch shatterproof convex mirrors or are to have mirrored backing. 4. Parking structure first floor exits must be designed to allow emergency egress with no exterior hardware. 5. Building/unit addressing shall comply with emergency service standards of the City of Santa Ana. 6. Lobby doors must be equipped with a Police Department approved access control system. Provide a minimum 100 square inch window in the trash room and storage room doors. 8. Parking Structure elevators must be equipped with an approved access control system. Resolution No. 2017-xx Page 10 of 11 75A-22 C. Orange County Fire Authority 1. Prior to OCFA clearance of issuance of a building permit, the Applicant or responsible party shall submit plans and obtain approval of the following: a) Fire master plan (service code PR145) b) Architectural (service codes PR200-PR285) c) Architectural (service codes (PR212-PR220, abbreviated review) d) Tanks storing hazardous materials (service codes PR300-PR305) e) Hazardous materials compliance and chemical classification (service codes PR315-PR328) f) Battery (service code PR375), for any system containing an aggregate quantity of electrolyte in excess of 50 gallons g) Underground piping for private hydrants and fire sprinkler systems (service code PR470-PR475) h) Fire sprinkler system (service code PR400-PR465) 2. Prior to concealing interior construction, the Applicant shall obtain approval of a fire alarm system (service code PR500-PR520). 3. Before commencement of construction, the Applicant or responsible party shall attend a pre -construction meeting with an OCFA inspector. Call OCFA Inspection Scheduling at 714-573-6150 at least five days in advance to schedule and pay for the pre -construction meeting. 4. After installation of required fire access roadways and hydrants, the Applicant shall receive clearance from the OCFA prior to bringing combustible building materials on-site. Call OCFA Inspection Scheduling at 714-573-6150 with the Service Request number of the approved fire master plan at least five days in advance to schedule the lumber drop inspection. 5. The Applicant or responsible party shall provide the OCFA inspector evidence of compliance with emergency responder digital radio system performance criteria prior to occupancy. Refer to OCFA Guideline E-03 or the local jurisdiction's emergency responder radio ordinance, as applicable, for requirements. 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W ;� errrr ff 5T_ffm a p' � �" �/� '� ; • t 8tf Tit' .1 Z. . lwxw.4.f atheN�r}'dl X� f�if11�y c ` NOW o� r - 'gip G$ ,f�F~ �p�7 m�@ C7 e i�MW �.:�M I J -i M l r i a c a2 S G S gs a s8& 3 Y 9K d 5 9 3g ka 4 8a" =a°`c Y8� 4 i93q gyg Y = S O _ .e33 s � h { r '`•; I rr i3 ter_. ti I SPR No 207.6' VAR -No 20117y' THE MADIS? 200 N. C A B R I CLO',:P y v EXHIBIT...�; BUILDING PE�R.S.�.Ps�EI 7CA AA n 1. �G �Or �tl� ❑r%{� �' __ { { Q f hz m !rte °_ m A .8 uj 71 w JA DV C � r -moi .7a�-.,_, ods Ja� N O�Lci� E e� n m` t ' "X: ff= (rrI�JFIJ 3r llh� t All- 19 � Ay , L - _ G _ _ R•r •7i m t 'a w��i �9��V�Ya5a39etil�eg���443s3ci�a SA130 XSVd 011ldgVO Ap PM'BRILLO PARK DRIVE EXHIBIT 8 7i,A,,*APE PLANS .2017-06 Wm "M a iA�M it VMb,I I1llIXO b'A 75A-45 October 3, 2017 Engineers & Planners Traffic Transportation Parking Mr. Robert Bistro Linton, Law & Cabrillo Community Partners, LLC Greenspan, Engineers 9255 W. Sunset Boulevard, Suite 920 2 Executive Circle West Hollywood, California 90069 Suite 250 Irvine, CA 92614 949.825.6175 T LLG Reference No. 2.16.3755.1 r ww.11gengineers.com www.ilgn Subject: Revised Parking Demand Analysis for Pasadena The Madison Mixed -Use Development Irvine Santa Ana, California San Diego Woodland Hills Dear Mr. Bisno: As requested, Linscott, Law, & Greenspan, Engineers (LLG) is pleased to submit this Revised Parking Demand Analysis for the proposed Madison Mixed -Use Development Project (hereinafter referred to as Project). The project proponents, Cabrillo Community Partners, LLC proposes to construct a podium style apartment project consisting of up to 260 multi -family residential units and 6,561 square -feet (SF) of retail/commercial space in the Metro East Mixed -Use Overlay Zone of the City of Santa Ana. The project site is a 2.79 -acre vacant parcel of land that is located at 200 N. Cabrillo Park Drive. Pursuant to our discussions and understanding of the City of Santa Ana requirements, the preparation of a parking study is required in order to validate that the proposed Project can adequately meet its parking demand needs. This report evaluates the Project's parking needs based application of City code, as well as a comparison to LLG's previous field studies of actual parking demand at existing sites with similar characteristics. This study focused on the following tasks: Philip M. LinscotL PE =4 mi Jack 14. Greenspan, PE lanl a) Calculates the proposed Project parking requirements based on the application of William A Law, PE tR.0 the City of Santa Ana Metro East Mixed -Use Overlay Zone parking ratios; Paul W. Wilkinson, PE identifies any Code -based surplus or deficiency by comparing Code requirements John P. Keadng, PE against the proposed supply; David S. Shondcr, PE SPR No. 2016-03, VAR No. 2017-06, VAR No. 2017-06 John Boatman, PE THE MADISON Clare R Look -Jaeger. PE Richard E Be none. PE 200 N. CABRILLO PARK DRIVE Keil D. Maberry, PE EXHIBIT 9 PARKING 75A D ANALYSIS a rrs:.aume.rtr �,.+e=etsm Mr. Robert Bisno October 3, 2017 Page 2 b) Compared actual field study parking requirements for multifamily residential uses at various locations to the requirements set forth by City Code. In addition, compared peak parking ratios for apartment complexes referenced in the Parking Generation (0 Edition) published by the Institute of Transportation Engineers (ITE), and Shared Parking (2°d Edition) published by the Urban Land Institute (ULI), as well as other reference materials for the cities of Ontario and Rancho Cucamonga, San Bernardino County, and Riverside County; c) Based on the parking requirement comparison assessment as stated above, calculated the average, 85h Percentile and 95h Percentile design -level peak parking demands and validated the adequacy of the proposed parking supply. d) Recommend a Parking Management Plan (PMP) to ensure adequate parking is provided for both guests and residents of the proposed Project. Our method of analysis, findings, and recommendations are detailed in the following sections of this report. PROJECT LOCATION AND DESCRIPTION The Project site, located at 200 N. Cabrillo Park Drive, is a 2.79 -acre vacant parcel of land within the Metro East Mixed Use Overlay Zone that is generally located north of First Street, south of Fourth Street, east of the Santa Ana (I-5) Freeway and west of Cabrillo Park Drive. The subject property is currently entitled for development of a 210,000 SF office building (Xerox Tower II). Figure I, located at the rear of this letter report, presents a Vicinity Map, which illustrates the general location of the subject property in the context of the surrounding street system. The proposed Project includes five -stories of multi -family apartment dwelling units over a two-level parking structure. Table I summarizes the proposed Project development totals for the site. Review of Table 1 shows that the proposed Project will include a total of 260 apartment homes consisting of 54 studio units, 143 one - bedroom units, 11 one -bedroom with loft units, 44 two-bedroom units, 4 three- bedroom units, 4 live/work units, and approximately 6,561 SF of ground floor retail space within two (2) suites over a two-level parking garage (plus subterranean level) with a total of 445 parking spaces. On-site facilities/amenities of the proposed Project include a leasing office, a lounge/lobby, business center, pool/spa, a fitness center for residents, and two roof top decks. Figures 2 and 3 present the site plan for the proposed Project prepared by MVE+partners, for the ground floor and 2' Floor, respectively. N -:700!2163755 -The Madison, Smite Ana Pinking Swdy Ripon 3755 1 h Madison Perking Study 10-3-17,doc 75A-47 Mr. Robert Bistro October 3, 2017 Page 3 PARIGNG DEMAND ANALYSIS Parking Requirements per Overlay Requirements To determine the number of parking spaces required to support the proposed Project, the parking requirement was calculated based on parking information published in the City of Santa Ana Metro East Mixed -Use Overlay Zone, Chapter 4.0 Development Standards, Section 4.8 Parking and Access, 3.d. Active Urban District. The following parking ratio was used to determine the required parking: ■ Mixed-use developments with less than 10 percent of the gross floor area devoted to commercial activity: a minimum of 2.0 spaces per residential or live/work unit inclusive of guest parking and any nonresidential uses. • Mixed-use developments with 10 percent or greater of the gross floor area devoted to commercial activity: Any development proposal that devotes 10 percent or more of the development's gross floor area to a nonresidential use shall be required to provide a parking study by a city approved consultant to establish an adequate parking requirement for the mixture of uses in the proposed development. In no case, however, shall a standard of less than 2.25 spaces per unit inclusive of guest parking and any nonresidential uses shall be established. Given the proposed Project commercial floor area, which totals 6,561 SF, equates to less than 10 percent of the Project's total gross floor area, the Project would require 520 spaces (2.0 spaces per unit x 260 units). With a proposed parking supply of 445 parking spaces, the Project has a 75 space parking deficiency when compared to the City's Metro East Mixed -Use Overlay Zone parking requirements. Comparison of Parking Ratios Notwithstanding the requirements of City Code, the actual parking requirements for multifamily residential uses have been found to be less than the City's own Code requirement as represented the City of Santa Ana Metro East Mixed -Use Overlay Zone, Chapter 4.0 Development Standards, Section 4.8 Parking and Access, 3.d. Active Urban District. This aspect is illustrated by LLG's previous field studies of actual parking demand at existing sites similar to the project, in addition to parking demand/empirical ratio compilations from other sources. Table 2 presents a comparison of site development and parking ratios from various sources. The upper portion of Table 2 presents twelve (12) comparable sites in Fullerton, Orange, Santa Ana, Irvine, Costa Mesa, Monrovia, Laguna Niguel, and Pasadena. Additional detail for the comparable sites is also provided inclusive of the location, development summary, parking facility type, parking supply, presence of N. 3700,^_ 163755 -1 he Madison, Santa Ana Parking Sludy.Re^pon'.3755 The Madison Pai king Study 10-3-17.doc 75A-48 Mr. Robert Bisno October 3, 2017 Page 4 ground floor retail, survey period, empirically derived peak parking ratio and peak hour, and the Saturday daytime peak parking ratio and peak hour. Table 2 indicates that the total number of apartments units for each site ranges from 142 units to 481 units and includes a unit mix of studios, one -bedroom units, two-bedroom units, and/or three-bedroom units. Parking facilities at these locations include parking structures, parking garages, and surface lots, with a combined parking supply for residents and the public/guests ranging from 223 spaces to 1,020 spaces. In addition to on-site parking, on -street parking is also available at two (2) of the facilities. More specifically, items 6 and 7 are mixed-use developments and have a retail component within their site similar to that which is proposed as part of the Project. Table 2 further indicates that parking demand surveys/observations were conducted on one to two "typical' weeknights (Tuesday, Wednesday, Thursday) at nine of the comparable sites, and on a Saturday at three of the sites. These survey time periods were selected for analyses because parking needs are the greatest during these times; more specifically, peak demand for residential uses typically occurs during weeknights compared to weekday daytime and weekend conditions. This parking demand characteristic is evident from the hourly parking profiles in the Shared Parking (2nd Edition) publication by the Urban Land Institute (ULI) that indicate 90% to 100% parking occupancy between 6:00 PM and 12:00 AM/midnight, and the Parking Generation (4th Edition) publication by the Institute of Transportation Engineers (ITE) that reports 92% to 100% parking occupancy between 10:00 PM and 6:00 AM for low/mid-rise apartments (the only residential type with this data), and that parking demand is greater during these weekday overnight hours compared to a Saturday condition. Based on these considerations, it is concluded that the empirical basis for the peak parking ratios reported on Table 2 coincides with, and is representative of, the absolute peak parking condition for each of the surveyed sites. The tenant and guest peak parking ratio (spaces per DU) for each of the twelve comparable sites under absolute peak conditions (occurring on a weeknight, as explained above) and Saturday daytime conditions (where available) are presented on Table 2. The array of absolute peak parking rates yields an average ratio of 1.35 spaces per unit, an 85" percentile ratio of 1.48 spaces per unit, and a 95th percentile ratio of 1.61 spaces per unit. Saturday parking ratios are less, and range between 0.97 and 1.13 spaces per unit, occurring from noon to 3:00 PM. Given that these sites are comparable in terms of apartment unit mix (i.e. one -bedroom, two-bedroom, three-bedroom, etc.) and seven (7) of the sites come within under 100 total units compared to the proposed Project, LLG concludes that the parking ratios derived from the twelve comparable sites are accurate representations for the unique N 3700'216375 -I he A4xdisou, Snn[a AnalParkin@. SnuVRcpoo,3755 The Madison Parking Study 10-3-17.doe 75A-49 Mr. Robert Bisno October 3, 2017 Page 5 parking characteristics of the proposed Project that are not reflected in the City Code ratio. ITE's Parking Generation publication, and ULI's Shared Parking publication, as well as other reference materials for the cities of Ontario and Rancho Cucamonga, San Bernardino County, and Riverside County, provide peak parking ratios for apartment complexes, as summarized in the lower portion of Table 2. These parking ratios range from 1.37 .spaces per unit (average ratio per ITE for high-rise apartments similar to the Project) to 1.66 spaces per unit (field studies in Ontario and Rancho Cucamonga). In order to provide more context behind the location and parking -related characteristics for the most relevant sites in Table 2, we have compiled the following information with regards to land use setting, proximity to public transit, and availability of off-site parking (i.e., on -street spaces, nearby off-site parking spaces): Proiect/The Madison: 200 N. Cabrillo park Drive. Santa Ana There is no on -street parking or other public parking facilities in the immediate vicinity of the site. There are existing bus stops located nearby, specifically at the intersections of Cabrillo Park Drive/4a' Street and Cabrillo Park Drive/First Street. The Santa Ana Regional Transportation Center (SARTC) is located just under a mile to the northwest of the site, providing access to Amtrak, Metrolink, Orange County Transit Authority, intercity and interstate bus transportation, airport shuttles, and taxi services. The adjoining land uses to The Madison consist of mostly office and medical office buildings, with some residential scattered throughout. Main Street Villaee: 2555 Main Street. Irvine (1.42 spaces per DU) There is no on -street parking or other public parking facilities in the immediate vicinity of the site. There are existing bus stops located nearby, specifically at the intersections of Siglo/Main Street and Jamboree Road/Main Street. The nearest Park & Ride lot is located about 1.5 miles to the southeast of Main Street Village, near the intersection of Culver Drive at Sandburg Way. The adjoining land uses to Main Street Village consist of mostly office and residential uses. Paragon at Old Town: 700 S. Myrtle Avenue. Monrovia (1.48 spaces per DU) On -street parking is generally permitted in the vicinity of the site, most notably along Myrtle Avenue (north of Walnut Avenue), Olive Avenue, Walnut Avenue, and Ivy Avenue. The nearest existing bus stop is located at the intersection of Primrose Avenue/Walnut Avenue. An existing Park & Ride lot and Metro Light Rail station is located about 0.7 miles to the south of Paragon at Old Town, near the intersection of Myrtle Avenue/Duarte Road. The adjoining land uses to Paragon at Old Town consist of shopping/food uses to the north, residential uses to the east, and office/warehouse building to the south and west. N: 37003163755 - l he Aiad]3011, Sal Ila AnSParking Smdv Repon 3755'1 he Madison Parking Swdv 10-3-IZduc 75A-50 Mr. Robert Bison October 3, 2017 Page 6 Trio Apartments: 44 N. Madison Avenue. Pasadena (1.22 spaces per DU) On -street parking is generally permitted in the vicinity of the site, most notably along Madison Avenue, Colorado Boulevard, and Union Street. Further, several paid public parking lots are located nearby, including on the west side of Madison Avenue and a few south of Colorado Boulevard. Existing bus stops are located at the intersection of El Molino Avenue/Union Street, as well as various bus stops located Colorado Boulevard. An existing Park & Ride lot is located about 0.5 miles to the northwest of Trio Apartments, near the intersection of Marengo Avenue/Walnut Street. Further, existing Metro Light Rail stations are located at Lake Street/I-210 Freeway (about 0.5 miles from Trio Apartments) and near Raymond Avenue/flolly Street (about 0.5 miles from Trio Apartments). The adjoining land uses to Trio Apartments consist of mostly office and commercial uses. Adagio on the Green: 2660 Oso Parkway, Mission Vieio (1.45 spaces per DU) There is no on -street parking or other public parking facilities in the immediate vicinity of the site. Existing bus stops are located nearby, specifically at the intersections of Country Club Drive/Oso Parkway and Marguerite Parkway/Oso Parkway. There is no Park & Ride facility in the nearby vicinity of Adagio on the Green. The adjoining land uses to Adagio on the Green consist of mostly residential uses, with a golf course to the north and south of Oso Parkway and some commercial uses. There is no on -street parking or other public parking facilities in the immediate vicinity of the site. The nearest existing bus stop is located at the intersection of Cabot Road/Crown Valley Parkway. An existing Park & Ride lot and Metrolink train station is located immediately east of the SR -73 Freeway, along Forbes Road (about 0.2 miles from Skye at Laguna Niguel). The adjoining land uses to Skye at Laguna Niguel consist of mostly residential uses, with commercial uses to the east. Apex Laguna Niguel: 27960 Cabot Road, Laguna Niguel (1.28 spaces per DU) There is no on -street parking or other public parking facilities in the immediate vicinity of the site. The nearest existing bus stop is located at the intersection of Cabot Road/Crown Valley Parkway. An existing Park & Ride lot and Metrolink train station is located about 0.3 miles to the southeast from Apex Laguna Niguel, along Forbes Road. The adjoining land uses to Apex Laguna Niguel consist of mostly residential uses, with commercial uses to the east. Based on the above descriptions of six existing sites, locational and parking -related characteristics are similar and comparable to the Project (i.e., not located in a TOD/I'ransit-Oriented Development, with no off-site parking nearby, which can reduce on-site parking needs), with their empirical parking demand ratios considered to be indicative of the Project's potential parking needs. The Project will be N:'.3700' 3163755 -I he N Iadisou, Sinta Ann Park in SrudyRepot13755 The %ladison Parking Study 10-3-1 Zdoc 75A-51 Mr. Robert Bisno October 3, 2017 Page 7 providing a supply of 445 spaces, which, when divided by 260 dwelling units, corresponds to a parking supply ratio of 1.71 spaces per dwelling unit. This supply ratio of 1.71 spaces per dwelling units is 15% to 40% greater than the empirical ratios from the six comparable sites most similar to the Project. Project Parking Supply versus Demand The bottom portion of Table 2 estimates the project's parking needs based on the application of the average, 85`s percentile, and 95h percentile parking rates from comparable sites. For the 260 units as now proposed, it is estimated that the average demand would be 351 spaces, the 85th percentile demand would be 385 spaces, and the 95ffi percentile demand would be 419 spaces. Comparing the 95' percentile demand of 419 spaces against the proposed supply of 445 spaces yields a surplus of 26 spaces. Residential guest parking will be shared with the retail component of the Project. Based on ULI's Shared Parking publication, the peak parking time periods for retail uses occur on weekends between 1:00 PM and 5:00 PM, which does not coincide or overlap with the residential peak parking demand occurring on weeknights during overnight hours. On a theoretical basis, the "standalone" parking requirement for the 6,561 -SF retail component of the Project would be 33 spaces (calculated based on the City Code ratio for retail of 5 spaces per 1,000 SF). Applying ULI hourly profiles (i.e., 0% at 12:00 AM/midnight on a weeknight, and 100% at 2:00 to 3:00 PM on a weekend) to this 33 -space requirement yields no spaces for a weeknight, and 33 spaces for the weekend, from a "shared demand" standpoint. This indicates that the retail component will not generate any overlapping demand with the residential guest parking during the late weeknight/ovemight peak period. During the weekend/Saturday midday peak period for retail, up to 33 spaces for retail will need to be shared with residential guests. Comparing the 33 -space retail demand against the 53 guest parking spaces to be provided by the Project corresponds to a remainder of 20 spaces for residential guest use on weekend afternoons. The residential guest demand during weekend afternoons is estimated by applying an empirical ratio of 1.13 spaces per unit (the greatest Saturday afternoon ratio reported on Table 2) to 260 units, multiplying by 25% (City Code requirement for guest parking), then multiplying by 20% (the time -of -day factor per ULI's Shared Parking methodology), resulting in a residential guest demand of 15 spaces. Adding this 15 - space demand for residential guests to the 33 -space demand for retail yields a total demand of 48 spaces. Comparing the 48 -space residential guest and retail total N: _3700 2163755 - The N lxlieon, Sana Ana' Pad: ing StudyRepor63755 the Madison Padang, Study 10-3-I Zdoc 75A-52 Mr. Robert Bisno October 3, 2017 Page 8 demand against the 53 guest parking spaces to be provided by the Project corresponds to a surplus of 5 spaces. Given these results, we conclude that the proposed parking supply of 445 spaces is adequate to accommodate the Madison Mixed -Use Development anticipated parking needs. PARKING MANAGEMENT PLAN To ensure adequate parking is provided for both guests and resident of the Project, it is recommended that a Parking Management Plan (PMP) be prepared that outlines the proposed allocation of on-site parking supply, along with key parking management strategies, to maximize the availability of parking for the various user groups associated with the Madison Mixed -Use Development project. Parking Management Plan Measures Subject to review by the Project proponent and the City, the PMP measures described below could be considered for implementation by the Project: ❑ The PMP should restrict residents from parking in non-resident spaces. ❑ The PMP should help develop the framework for a detailed parking agreements between the leasing office and the tenants. 1. Provide signage to indicate which spaces on the ground floor are to be assigned for prospective resident tenant or short-term parking for the retail component of the Project, as determined by the leasing office/property management company. 2. Provide signage to indicate that location and number of parking spaces allocated for resident guest usage; also identify that these spaces can also be used by patrons of the retail business. 3. Direct employees of the leasing office and retail business to use the unassigned parking spaces. 4. Provide signage at the resident vehicular gate on Level P1 to indicate "Resident Parking Only" 5. Establish a program which would require residents to register their vehicle (and provide their vehicles' license plate numbers), and pick up a gate card -key. They should be given written parking regulations and a parking map with key allocations to restrict them from parking in non-resident areas at any time, and require that they inform their guests where to park. 6. To maximize the use the Project's tandem (2"d access) spaces, 44 of the tandem spaces should be designated to each of the 44 two bedroom units, while 8 of the tandem spaces should be assigned to the 4 three bedroom units and 4 live/work units. The remaining 11 of the 63 tandem spaces should be made available and W3 700'21(,375S -'Phe %Iadison. Santa Ana Pwkmg Study ReponU755 ]'he 'Madison Padang Study 10-3-17 doc 75A-53 Mr. Robert Bisno October 3, 2017 Page 9 assigned to specific units of the studio units and/or I bedroom units, as determined by the leasing office/property management company. SUMMARY OF FINDINGS AND CONCLUSIONS 1. The Madison Mixed -Use Development Project is proposing to construct a podium style apartment project consisting of up to 260 multi -family residential units and 6,561 square -feet (SF) of retail/commercial space in the Metro East Mixed -Use Overlay Zone of the City of Santa Ana. The project site is a 2.79 -acre vacant parcel of land that is located at 200 N. Cabrillo Park Drive. The proposed Project will include a total of 260 apartment homes consisting of 54 studio units, 143 one - bedroom units, 11 one -bedroom with loft units, 44 two-bedroom units, 4 three- bedroom units, 4 live/work units, and approximately 6,561 SF of ground floor retail space within two (2) suites over a two-level parking garage (plus subterranean level) with a total of 445 parking spaces. 2. This parking demand analysis validates that the proposed parking supply of 445 spaces is adequate to accommodate the parking needs of the Project. 3. Direct application of City of Santa Ana Metro East Mixed -Use Overlay Zone parking requirements to the proposed Project (260 DU) results in a total parking requirement of 520 parking spaces. With a proposed parking supply of 445 spaces, a code shortfall of 75 spaces is calculated. 4. Based on a comparison of parking ratios between twelve (12) sites within the cities of Fullerton, Orange, Santa Ana, Irvine, Costa Mesa, Monrovia, Laguna Niguel and Pasadena, a 95h Percentile "design -level' parking ratio of 1.61 was applied to the proposed 260 units which results in a parking demand of 419 spaces. With a proposed parking supply of 445 spaces, a surplus of 26 spaces is calculated. 5. Based on the above findings, we conclude that based on the application of the 956, Percentile "design -level' parking ratio of 1.61 derived from twelve (12) comparable sites, adequate parking would be provided on site to accommodate the proposed Project. 6. To ensure adequate parking is provided for both guests and resident of the Project, it is recommended that a Parking Management Plan (PMP) be prepared that outlines the proposed allocation of on-site parking supply, along with key parking management strategies, to maximize the availability of parking for the various user groups associated with the Madison Mixed -Use Development project. Na37W2163755 _ The Madison, Sou[a Anw?ad:ino S1udy%Rcpo®3755 IInc Nudicun Parking Study I0-3-17.doc 75A-54 Mr. Robert Bisno October 3, 2017 Page 10 We appreciate the opportunity to prepare this parking analysis for The Madison Mixed -Use Development. Should you have any questions or need additional assistance, please do not hesitate to call Shane Green or me at (949) 825-6175. Very truly yours, Linscott, Law & Greenspan, Engineers Richard E. Barretto, P.E. Principal cc: Shane S. Green, P.E., Transportation Engineer III Attachments N^370031(,37,i _'I he bladisou. Sonia ano Parking Swdy\Rcj)ei1 3755 The Madison Pinking, Study 10-3-17.doc 75A-55 TABLE 1 PROJECT DEVELOPMENT SUMMARY1 THE MADISON, SANTA ANA Land Use / Project Description Project Development Totals The Madison Mixed -Use Development ❑ Studio Units (603 SF Average) 54 Units ❑ 1 Bedroom Units (803 SF Average) 143 Units ❑ 1 Bedroom + Loft Units (803 SF Average) 11 Units ❑ 2 Bedroom Units (928 SF Average) 44 Units ❑ 3 Bedroom Units (1,600 SF Average) 4 Units ❑ 1 Live/Work Units (1,459 SF Average) 4 Units Total Residential Units: 260 Units Total Retail Space: 6,561 SF Parking Supply ❑ Resident Parking— In Access 329 spaces (includes 911/1 ❑ Resident Parking — 2nd Access/Tandem 63 spaces ❑ Guest Parking (includes 1 H/C spaces) 53 spaces Total Parking Supply: 445 spaces Sowce: MVE+Partners, 7/28/2017. N'.%!-XG-3Ii �Z:S- rM1Jbdianu S]ot, A.1 .PnM.,o St.& Repnn �'.?, 1 M1c 1hRson Nil, 4,1 Snd; 10-1.17 uu 75A-66 TABLE 2 COMPARABLE SITE DEVELOPMENT AND PARKING RATIO SUMMARY THE MADISON, SANTA ANA Notes: [a] Source: Parking Demand Analysis forrthe Proposed Fifth Avenue/Huntington Drive Mixed -Use Project City ofMmrrovia. Califonria. prepared by LLG. Oct 1011 [b] Source: Parking SnrdyforAMLl Orange Apartment Project, prepared by lBl Group, Nov. 2012 [c] Source: Parking Reform Made Easy, Richard W. Willson, 2013 [d] Source: Counts collected by LLG on December 2016. 75A-57 Tenant&Guest Tenant&Guest Peak Parking Saturday Ratio- Daytime Peak Parking Spaces per DO Parking Ratio Com arable Site City Address Development Summary Facility Parkirm Supply Retail Survey Period Peak Hour(Peak Hour) Costa SSOAmm� 250 Unit Luxury Apartments 438 Spaces 1.75 1 Mid -Rise Building Mid -Rise Building Mesa Boulevard 'BedroomStructureUnits 80 Structure • Residents -330 sp. -- — (Peak Hour N/A) _ • 170 170 Studio/I Bedroom Units •Guests - 108 5 . 481 Unit Apartments 1,020 Spaces Main Street 2555 Main • 265 1 Bedroom Units Wednesday & Thursday 1.42 2 Village [a] Irvine Street • 200 2 Bedroom Units Structure • Residents - 847sp. _ IOPM-12AM (@ 12:00 AM) — • 16 3 Bedroom Units • Public/Guests - 173 sp. 279 Unit Apartments 3 279 Unit Complex • 2 Studio Units Gated Tuesday 136 [b] Irvine — • 162 1 Bedroom Units Structure 600 Spaces 600(Peak _ HowN/A) — • 115 2 Bedroom Units 403 Unit Complex 403 Unit Apartments Gated Tuesday 129 4 @] Irvine — • 326 1 Bedroom Units Structure 643 Spaces __ 6PM-IAM (Peak Hour N/A) • 77 2 Bedroom Units 460 Unit Apartments Gated 5 460 Unit Complex Orange • 256 l Bedroom Units Structure, 784 Spaces Tuesday 1.4 @] — p — 6PM-IAM (Peak Hour N/A) — • 2042 Bedroom Units dace Surface Lot Unit Complex 183 Unit Apartments Gated 1 6 [b] � Fullerton -- • 129 1 Bedroom Units Residential 223 Residential Spaces Yes — Ho wN/A) — • 542 Bedroom Units Structure(Peak 250 Unit Complex 250 Unit Apartments Gated 0.94 7 @] Santa A na — • 108 1 Bedroom Units Residential 453 Residential Spaces Yes — HowN/A) — • 145 2-3 Bedroom Units Structure (Peak 8 Paragon at Old 700S. 163 Unit Apartments Surface Lot, 404 Spaces Wednesday & Thursday 1.48 Town [a] Monrovia Myrtle • 82 1 Bedroom Units el • Residents 329 sp. — 6PM-12AM (Q 11:00 PM) - _ Avenue • 813 Bedroom Units Parking • Public/Guests - 75 sp. 44 N. 304 Unit Apartments Surface Lot. 480 Spaces 9 Trio Apartments Pasadena Madison • 46 Studio Units On -Street •Residents -450 sp. — Wednesday &Thursday L22 — [a] ' 1411 Bedroom Units IOPM-12AM (QI2:00 AM) Avenue • 117 2 Bedroom Units parking •Public/Guests -30 sp. 512 Spaces Wednesday & Thursday 0.97 10 Adagio on the Mission 2660 Oso 256 Unit Apartments Garage, • Residents 7PM-2AM . 145 Green [d] Viejo Parkway Surface Lot,�blidGusts-88 sp. -- Saturday:l2PM-3PM, (Q12:00 AM) (@ 2:00 & a is - sp. 3:00 PM) 7PM-2AM 28100 142 Unit Apartments 294 Spaces Wednesday & Thursday I I Skye at Laguna Laguna Cabot • 97 1 Bedroom Units Garage 7PM-2AM 1.49 1.07 Niguel [d] Niguel • Residents -240 sp. — Saturday: 12PM-3PM, (r@ 11:00 PM) (@ 12:00 PM) Road • 45 2 Bedroom Units • Puhlic/Guests- 54 sp. 7PM-2AM 27960 284 Unit Apartments 539 Spaces Wetuddnesday & Thursday 12 Apex Laguna Laguna Cobol • 32 Studio Units Garage •Resident -461 sp. — 7PM-2AM 1.26 1.13 Niguel [d] Niguel • 161 1 Bedroom Units Saay: 12PM-3PM, (Q 2:00 AM) (@ 3:00 PM) Road , yl 2 Bedroom Units • PublidGuests- 78 sp. 7pM-2AM Average: _ . _ 135 85th Percentile: 1.48 95th Perentile: 1.61 Additional Parking Ratio References: ITE Parking Generation, 41h Edition High -Rise Apartment Average: 137 85th Percentile: 1.52 ULIShared Parking: Residential (Rental) Units 1.65 Field Studies in Ontario and Rancho Cucamonga [c] 1.58-1.66 American Community Survey (ACS) in Ontario [c] 1.62 Household Surveys in San Bernardino and Riverside c 1.45 Parking Calculation Using Empirical Rates Above(280 DU's for the Madison)_ Average Demand (135 x 280 DUs): 85th Percentile Demand (1.48 x DUs): _ _ 414 95th Percentile Demand (1.61 x DUs): 451 Notes: [a] Source: Parking Demand Analysis forrthe Proposed Fifth Avenue/Huntington Drive Mixed -Use Project City ofMmrrovia. Califonria. prepared by LLG. Oct 1011 [b] Source: Parking SnrdyforAMLl Orange Apartment Project, prepared by lBl Group, Nov. 2012 [c] Source: Parking Reform Made Easy, Richard W. Willson, 2013 [d] Source: Counts collected by LLG on December 2016. 75A-57 LLOL-80-90 8Y99!01 dM _; _NC51 _ L _SCSI vuR_ 1.__ rtxsl— �� exL t h,e atyeY r IF L—__— is 4 77 1 LL 0. �Ns(n Ave _, Tu _ NTv,tin Ave_-_--lL TuaNI Aver nf�- - z.. LI,L_ Is qq --Po'kCeNnD__ a Is l fi�P� v s e J Cl Q j? `IO NON,PIaO 3 / Gab IIID Pra1kU - - Wffitb Palk Or —Nu tl L G i J L N l his _J NM,f,t a tleAiZ -ter NLmwGRvJ LAN Lnn+O'A Kre ® E:4i - . ?_:N M1SCoy St- 1 N mCCIy'SY � i" GESCI YS! _ .! � SG!uigAve ' �; NGand Ave NGrarid'Avc�I t— . It i — L_—NE.vsleoaB Avz _ _ fN tlnuay Sl.J 75A-58 I s ;say a an do adVd077IM A. fii�l :fit �z•..u.� �gi >,`�r '-r ;19i �lerlfiFll �' IAssI i :@ b Com - t 11 /L�rC,4i!1I ',FIT"�t I .. :.'. I t� _ I I I$ I tt1 1 I 3 {,• rr I,F 11 I I CII _I I I t I I E I I_ l FI l1 ' a-.0 ij n.Z L 5 1 LI rl_E1 {s l F11 F, -� .gl I�; I"IiaR pp51R Fal 75A-59 In 75A-60 3 Y all a 75A-60 111 Ll 11111111 ' S C ri: 4 D LD q ir4;:p,,F7 IL Inv-' 11111111 ' S C ri: 4 D LD Hliq M ad eH1ull s I Nri ui d Y n n IN NI n rv. � ry N ry n n n n in n n I I I I I I N gig 1 1 1 1 � 12$A A �a gigk : g pm x� 9§9 A Ott I �3 kk 9. K 75A-62 0 k rv;ry rv� rvrvn� Nrv�ry ryry rvin N�ry ry{hry NrvM{rvrvry{ry rvinn Si, ry ry j l5gIo geg 8111'x959 $I-�'�'x wPx x I I Po b=X x I xx 8axK' xK` tgI' 29901 R B:xJ I I g g g g �6 g g Fill I 3 Al 59 9 0 e^�lsli I�� .� 75A-63 75A-64 RESOLUTION NO. 2017-46 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA DENYING SITE PLAN REVIEW NO. 2016-03; DENYING VARIANCE NO. 2017-05 FOR REDUCED PARKING; AND, DENYING VARIANCE NO. 2017-06 FOR INCREASED SIDE YARD SETBACK ASSOCIATED WITH THE CONSTRUCTION OF A SEVEN - STORY MIXED-USE DEVELOPMENT WITH UP TO 260 UNITS FOR THE PROPERTY LOCATED AT 200 NORTH CABRILLO PARK DRIVE BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Robert Bisno with Cabrillo Community Partners, LLC (Applicant) is requesting approval of Site Plan Review No. 2016-03, Variance No. 2017- 05 (reduced parking), and Variance No. 2017-06 (increased side yard setback), to allow the construction of a seven -story mixed-use development with up to 260 units at 200 North Cabrillo Park Drive. B. On December 11, 2017, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral. C. The Metro East Mixed Use (MEMU) Overlay Zone (OZ) was adopted in 2007 as a result of interest in developing mixed-use residential and commercial projects in its project area. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed-use residential communities, live/work units, hotels, and offices. D. Sections 41-595.4 and 41-595.5 of the Santa Ana Municipal Code (SAMC) require a review by the Planning Commission of all plans within a zoning district classification combined with an OZ suffix where the applicant wants to apply the overlay zone, to ensure the project is in conformity with the overlay zone plan. E. Pursuant to the MEMU Overlay Zone Section 8.1, the Planning Commission is authorized to review and approve all site plan review applications to ensure that buildings, structures, and grounds will be in keeping with the EXHIBIT B Resolution No. 201746 Page 1 of 3 75A-65 compatibility standards and design principles of the MEMU Overlay Zone and will not be detrimental to the harmonious development of the city or impair the desirability of investment or occupation in the MEMU Overlay Zone. F. The zoning designation for the subject property is Metro East Mixed Use (MEMU) Overlay Zone (OZ -1) in the Active Urban sub -zone. G. The Planning Commission determines that upon review of the project, it cannot recommend granting the Site Plan Review approval as proposed pursuant to Section 8.2 of the MEMU overlay district and determines that the following finding has been established for Site Plan Review No. 2016- 03: 1. That the land use, site design, and operational considerations in the proposed development plan have not been planned in a manner that will result in a compatible and harmonious operation as specified in Section 7 of the MEMU overlay district. Based upon public hearing testimony and the two proposed variances, the site design could have the potential to cause negative parking and traffic impacts upon surrounding properties and development. H. The Planning Commission determines that all of the findings required for granting Variance No. 2017-05 pursuant to SAMC 41-638 could not be made. Instead, the Planning Commission determines that the following finding has been established for Variance No. 2017-05 (reduction in parking): 1. That the granting of the variance will be detrimental to the public welfare or injurious to surrounding property. The site does not meet minimum parking requirements. Based upon public hearing testimony and the proposed variance for reduced parking, the project may potentially negatively impact traffic flow and impact neighboring properties resulting in a detriment to the public. The Planning Commission determines that all of the findings required for granting Variance No. 2017-06 pursuant to SAMC 41-638 could not be made. Instead, the Planning Commission determines that the following finding has been established for Variance No 2017-06 (increased side yard setback): 1. That there are no special circumstances applicable to the subject property, including its size, shape, topography, location or surroundings. The strict application of the zoning ordinance is not found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of the Zoning Code. Resolution No. 2017-46 Page 2 of 3 75A-66 Section 2. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby denies Site Plan Review No. 2016-03, denies Variance No. 2017- 05 for reduced parking, and denies Variance No. 2017-06 for increased side yard setback. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated December 11, 2017, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. DENIED this 11" day of December 2017 by the following vote: AYES: Commissioners: ALDERETE, BACERRA, CONTRERAS-LEO, MCLOUGHLIN, VERINO (5) NOES: Commissioners: MENDOZA, NGUYEN (2) ABSENT: Commissioners: ABSTENTIONS: Commissioners: Mark McLoughlin Chairman APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Recording Secretary, do hereby attest to and certify the attached Resolution No. 2017-46 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on December 11, 2017. Date: Recording Secretary City of Santa Ana 75A-67 Resolution No. 2017-46 Page 3 of 3 75A-68 Planning and Building Agency Planning Division 20 Civic Center Plaza P.O. Box 1988 (M-20) Santa Ana, CA 92702 (714) 647-5804 I. OWNER/APPLICANT Applicant CABRILLO COMMUNITY PARTNERS, LLC APPEAL APPLICATION 0.0aFniBISAb Pull name or Person, Firm, or Corporation ( 310) 277-3787 Mailing Address Area Code Phone No. Legal Owner Name: cnear.:oeaeauvnrPnmNces, uturm: naasareisvor Legal Owner Address: 9255 W. SUNSET BLVD. SUITE 920 LOS ANGELES, CA 90069 Phone No.: (310 ) 277-3787 II. PROPERTY INFORMATION Fax: ( Land Use VACANT LAND METRO EAST OVERLAY ZONE ACTIVE URBAN DISTRICT Existing Land Use of Property and/or Building Zoning District General Plan Designation Location ?JCNGl UOPMKV=s SMRAM&l N. LAEg6:OP AIRQ 8Et8 Ha2tT Street Address Name of Nearest Intersecting Street SEE REVERSE SIDE FOR SUBMITTAL REQUIREMENTS REASON FOR REQUEST In the follovAng provided space, please clearly specify and explain the error(s) of decision or requirement upon which you are basing this appeal. (If additional space is needed, please attach additional comments to the back of this application.) APPEALING THE DECEMBER 11, 2017 PLANNING COMMISSION DENIAL OF SITE PLAN REVIEW NO. 2016-03 AS CONDITIONED, VARIANCE NO. 2017-05 AS CONDITIONED & VARIANCE NO. 2017-06 AS CONDITIONED. WE APPEAL BASED UPON THE FOLLOWING: (1) OBLIGATION TO OCFA SETBACK REQUIREMENT FORCING SETBACK VARIANCE (2) ECONOMIC NECESSITY FOR PARKING VARIANCE (3) SUFFICIENT PARKING CA WE ALL ATTACHED TO THIS P �N Applicants Signature: omia,or-emtappP.al Emo Date: 12/20/2017 APPEAL APPLICATION NO. ZD I I -S-Af C- EXHIBIT C Page 1 of 9 75A-69 IRVINE 1900 Main Street, Suite 800 Irvine, California 92614 MVE T 949.809.3388 + P A R T N E R S www.mve-archilects.com To: Santa Ana City Councilmembers From: MVE+Partners (on behalf of Applicant Robert H. Bisno) Date: December 20, 2017 LOS ANGELES 888 S. Figueroa Street, Suite 2170 Los Angeles, California 92604 T 213.805.7600 Re: The Madison Mixed Use Community 200 North Cabrillo Park Drive, Santa Ana, California - Obligation to OCFA Setback Requirement Forcing a Setback Variance - Sufficient Parking Capacity & Economic Necessity of a Parking Variance To Permit Development On The Property With No more Than 1.8 Parking Spaces Per Unit (468 total parking spaces) Obligation To OCFA Setback Requirement Forcing Setback Variance . The proposed project attempts to amend an existing Planning Commission & City Council approval (April 2015) which allows 217 residential units and 441 parking stalls at 200 N. Cabrillo Park Drive. Beginning September 2016, The Applicant began re -designing the project to include 280 residential dwelling units and 500 parking stalls. The Applicant worked with Planning Staff and OCFA to retain much of the original design intent and quality, building footprint, residential character and fire department emergency access. On June 13, 2017, Orange County Fire Authority (OCFA) denied various Alternative Means & Methods (AM&M) in lieu of Fire Department Access. Up until that date, The Applicant spent approximately ten months negotiating currently approved AM&M to be applied to the proposed design. Ultimately, OCFA declared 100 percent perimeter access to the proposed design was required. A copy of OCFA's formal response is attached to this appeal application. This OCFA fire access obligation required a 20ft wide fire lane (plus an additional 10ft ladder setback) to the South and West borders of the proposed project. The total 30ft setback forced a re -design of the entire building, both above and below grade. The result is the proposed project before you, (20 fewer units and new garage plans at all levels). The new garage plan forced a full subterranean parking plan, maximizing the parking at 468 parking stalls (1.8 parking ratio). Sufficient Parking Capacity The proposed development at 200 N. Cabrillo Park Drive provides 468 parking spaces, which support a ratio of 1.8 parking stalls per unit. This parking ratio provides a sufficient parking ratio to a diverse grouping of residential dwelling unit types. These 75A-70 2017-1220 PC Appeal_Memo1 12/20/2017 Page 2 1--mv. LTA 0 + P A R T N E R S dwelling unit types include Studios, One -Bedroom, One -Bedroom plus Loft, Two - Bedroom, Three -Bedroom and Live/Work unit types. The 468 parking stalls include 53 stalls that are shared amongst the potential residential guests and retail patrons. These 53 parking spaces are located on the ground floor and will be reserved for guests and shared with the two on-site modestly sized retail tenants. The remaining 415 parking spaces will be solely devoted to the 260 residential units. Below is a breakdown of how the 415 residential parking stalls are being allocated towards the 260 residences. PARKING BREAKDOWN BY UNIT TYPE STUDIO (1 SPACE) 1BDR/1BA (2 SPACES; TANDEM) 3BA12BA (2 SPACES; T TOTAL RESID. PARKING PROVIDED 54UNITS = 54STALLS UZUNI I S = 'I b4; I ALL; 11UNITS = 22STALLS 11UNITS = 22STALLS 43 TS = 86STALLS 04UNITS = 08STALLS 04UNITS = 08STALLS 260UNITS = 415STALLS The analysis above highlights the fact that unit mix is an important aspect of parking ratios and having only a 20% ratio 2Bdr/3Bdr/Live-Work units does not require a 2.0 parking ratio to sufficiently park all appropriate unit types. The analysis above also illustrates the proposed project dedicates two parking spaces to 155 residences (60% oftotal residential units). Within these 155 residences. 104one-bedroom units are allocated two parking stalls. The remaining 105 residences (studio and one - bedroom units) would be provided with one parking space. According to Metro East Mixed -Use Overlay Zone Section 4.8(A)(3)(c) "Mixed-use Developments with less than 10 percent of the gross floor area devoted to a commercial activity. A minimum of 2.0 spaces per residential or live/work unit inclusive of guest parking and any nonresidential uses." The Metro East Mixed -Use Overlay Zone is currently undergoing internal staff discussion and a "technical review" to consider alternatives to the current 2.Ostalls per unit parking requirement. One of the alternative options to replace the current parking requirements include a 1.8 parking ratio over the entire MEMU Overlay Zone. Further information from Planning Staff was provided to Santa Ana Planning Commission on both November 27'" & December 111h public hearings. On December 11, 2017 Santa Ana 75A-71 2017-1220_PC Appeal_Memo1 1 2/2 0120 1 7 Page 3 + P A R T N E R S Planning Staff supported and recommended the approval of the proposed project (based upon a 1.8 parking ratio) to the Planning Commission. Below are examples of parking requirements for neighboring jurisdictions: - City of Irvine o Studios 1.00 parking stalls per unit 0 1 Bedrooms 1.40 parking stalls per unit 0 2 Bedrooms 1.60 parking stalls per unit 0 3 Bedrooms 2.00 parking stalls per unit o Guest Parking 1.00 stall for every 4 units o The Madison equivalent totals: 421 stalls=1.62stalls/unit - City of Huntington Beach (Mixed -Use District) o Studios 1.00 parking stalls per unit 0 1 Bedrooms 1.00 parking stalls per unit 0 2 Bedrooms 2.00 parking stalls per unit 0 3 Bedrooms 2.50 parking stalls per unit o Guest Parking 1.00 stall for every 5 units o The Madison equivalent totals: 365 stalls=1.40stalls/unit - City of Anaheim (Platinum Triangle) o Studios 1.25 parking stalls per unit 0 1 Bedrooms 1.50 parking stalls per unit 0 2 Bedrooms 2.00 parking stalls per unit 0 3 Bedrooms 2.50 parking stalls per unit o Guest Parking N/A o The Madison equivalent totals: 405 stalls = 1.56stallslunit - City of Long Beach 0 0 Bedrooms (not more than 450sgft) 1.00 parking stalls per unit. 0 1 or more Bedrooms 1.50 parking stalls per unit. 0 2 Bedrooms or more 2.00 parking stalls per unit. o Guest Parking 1.00 stall for every 4 units o The Madison equivalent totals: 454 stalls=1.75stalls/unit The neighboring jurisdictions above support comparable parking ratios. In addition to providing a parking ratio that is regionally supported, The Applicant has attempted to be responsive to traffic impact concerns from the southern neighbor (Xerox Center Tower). The proposed 1.8 parking ratio not only provides ample parking per the proposed unit mix, but slightly increases the total parking above what is currently entitled. It is worth noting the approved entitlement allows The Applicant to pursue 441 parking stalls on this site (approved by Santa Ana Planning Commission April 13, 2015). The proposed project 75A-72 2017-1220_PC Appeal_A%erno1 12120/2017 Page 4 I--Uvl L7 + P A R T N E R S (468 parking stalls) provides 27 parking stalls above the existing entitlement. Resulting in a 6 percent increase over the existing entitlement. Economic hardship would be incurred in providing additional parking and another subterranean level. The economic hardship is detailed below. Economic Necessity For Parkins Variance The proposed development of the Madison's 260 units requires a parking ratio of no more than 1.8 parking spaces per unit (a total of 468 parking spaces) to be economically viable. A parking ratio of no more than 1.8, or 468 total spaces is a complete economic necessity for the property to be developed as requested. It is difficult to develop on the property for several reasons, including the property's lack of accessibility to the 5 freeway and being surrounded on two sides by large office buildings. Thus, "Podium Parking" (parking that is directly under the above grade structures as compared to parking that is beside the above grade structures) is necessary. This is an extremely expensive way to park but results in an increased number of units compared to other parking designs, thus increasing City fees and overall economic activity. It is also seen by residents and guests as creating a superior design. Other property owners and third -party developers have thoroughly reviewed alternatives to develop the property and all have concluded that to provide an economically viable apartment community, the parking must be under the building, as opposed to a separate above grade parking structure. Of note, the cost of parking is shown in the marketplace as being a significant deterrent to the development in the area. Specifically, there have been no apartments with Podium Parking in this area. Across the street, the apartment community known as Nineteen 0 1, has separate above grade parking, and importantly, this parking existed at the time the developer, Lyon Communities, purchased the property, so no additional parking cost was necessary for the projects viability. Additionally, the nearby Colton office park, on Cabrillo Park Drive, recently fell out of escrow as the party proposing to purchase the property, Lincoln Property Company, was unable to bankroll a viable apartment community. While there has been talk of other developments in the immediate neighborhood this talk is nothing more than lines on paper as there is no demonstration of a viable apartment community that can be developed in the subject neighborhood with Podium Parking of more than 1.8 per unit and, in fact, there is no development in the subject neighborhood of any apartment development with Podium Parking at any level. 75A-73 2017-1220_PC Appeal_Memo1 12/20/2017 Page 5 MW + P A R T N E R S The Applicant urges you to review the proposed project in relation to the above appeal. The Applicant also asks your consideration of Santa Ana Planning Staffs Recommendation of Approval to the Planning Commission. We have provided Santa Ana Planning Staff with adequate traffic and parking analyses, plans, sections and diagrams of the proposed project. 75A-74 mento To: Santa Ana City Councilmembers From: Robert H. Bisno Date: December 20, 2017 Re: The Madison Mixed Use Community 200 North Cabrillo Park, Santa Ana, California Economic Necessity Of A Parking Variance To Permit Development On The Property With No More Than 1.8 Parking Spaces Per Unit (468 total parking spaces) As members of the Council know, I am a real estate developer and have been so for many years. I have developed in Santa Ana (City Place) and many other communities. Developments I have participated in include developments with parking of all types from multi-level fully underground parking to parking on grade to above grade parking structures. I have reviewed the rental market for 200 N. Cabrillo Park Drive, Santa Ana, California (the ("Property") and am familiar with construction costs in the Orange County area. Additionally, I have consulted other real estate developers doing business in Orange County and throughout California to determine the viability of Podium Parking at more than 1.8 parking spaces per unit (468 parking spaces in total) for the subject property. 'Podium Parking" in this memorandum is parking in a concrete structure under residential units, as opposed to parking in a separate structure. Podium Parking is significantly more costly than parking in a separate structure (often called "Wrap" parking, as the residential units wrap, so to speak around the parking). Podium Parking provides a more desirable living environment and allows more residential units per acre, increasing city revenues. I have not spoken to any developer who believes they could profitably develop a Podium Parking apartment or mixed use community on the Property if they were required to build greater than 1.8 parking spaces per unit, unless significant other concessions were received, such as reduction or elimination of fees to the City or less than market financing, tax credits or similar incentives. Most importantly, constructing more parking is a waste of resources and not required to properly operate our proposed community. Page 7 of 9 75A-75 z This demonstrates that there is an economic necessity for a parking variance allowing the development of the Madison mixed use community with a parking ratio of no more than 1.8 parking spaces per unit. I note that nowhere in the neighborhood of the Property has any developer actually developed any of the more desirable and revenue generating (for the City) Podium Parking product. Page 8 of 9 75A-76 ORANGE COUNTY FIRE AUTHORITY Community Risk Reduction Department A O. Box S711 S, Irvine, CA 92619-711S • I Fire Authority Road, Irvine, CA 92602 Planning and Development Services • wgwocja.org • (714) 573-6100 /Fax (714) 368-8843 CORRECTION NOTICE June 14, 2017 Project: OCFA Service Request SR 213755 The Madison 200 N. Cabrillo Park Drive STA Reviewed by: Ruben Colmenares, FPA, rubencolmenares@ocfa.org 714-573-6118 Service Code: PR145, Fire Master Plan (FMP) PR 910, Alternate Materials and Methods Request (AM&M) The plans submitted for the project referenced above have been reviewed. The information or corrections identified below are needed to demonstrate compliance with 2016 California Fire and Building Codes (CFC/CBC), adopted standards and guidelines, and policies and best practices utilized by OCFA. ADMINISTRATIVE AND PLAN PROCESSING Fees Plans were submitted under service code(s) PR145 and PR910. This project incurred additional staff time and resources beyond the base fees. Additional fees for time and materials of HOSE PULL & BUILDING ACCESS Fire Department Access Per CFC 902.2.1, all portions of the perimeter of the first story of all newly constructed buildings shall be located within 150 feet of a fire apparatus roadway or public way as measured along a route simulating the path of a firefighter. Currently, portions of the rear of the proposed building exceed this "hose pull" distance. Approximately one third (330 feet at the rear) of the proposed structure exceeds this distance and is "out of access." OCFA Guideline B-09. Alternate Materials and Methods The intent of Section 503 (Fire Apparatus Access Roads) is to provide the first responders with sufficient access to buildings to enable efficient fire suppression and rescue operations. While the proposal provided a variety of building features, it did not provide an equivalency to meet the intent of Section 503. The proposed alternative mitigation method (AM&M) was evaluated by multiple levels of the OCFA's staff. It has been determined that based on the additional mitigation measures proposed (standpipes, drywall, rooftop bridge, compartmentation, etc.) that an acceptable equivalent in lieu of fire access was not established. summary Using the 2016 CBC, taller, sub high-rise, combustible construction (wood framed) buildings are allowed by code. To the extent possible, this specific design utilizes maximum allowances of the code for allowable height, number of floors and areas; including exceptions to gain mezzanine level living areas. While all of these features are permitted, during an actual fire incident, fire protection of taller wooden buildings and surrounding exposures to other buildings inherently requires more intensive and elaborate exterior fire ground staging. This means additional emergency response vehicles on -scene. Furthermore, the ability to get fire ladder truck apparatus around the building's exterior to effect emergency and rescue services to the uppermost portions of the building above the third floor to perform various fire tactics and operations such as rooftop ventilation, is standard operations for emergency personnel. It should be stated that ground ladders are ineffective past 35 feet and therefore in accordance with our internal standards and the California Fire Code minimums, the requirements for fire access roads are essential. S,n'mg tb. CBies of, Also V* . B. Park . Cypress . Dam PoW . hvine • Lagma Hills • Iagr Nig== . lacuna Woods • L*c Forest . rn Palma Im Abrefros . Minh.N 4.. Pbtt im Rancho Smog M.,garim . San Clemente . Sam limn Cepva.. Sams Arne • Sc.I Bcacb . Stommn . Tustin • Y:Ib Pmrk - \Vestminslar. 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Al 4 L ..... . . . . . . Al �. � -�'i'" 1, � -• .a � �. F �i �%f• X34 " "i 2e++• ar ,, +y Y It IN I Ef i 3 int SY =a 9 ®1 WE fH u rat ®A me s sss v9� 1 0 �o 6 2 6 U d A a D c E 0 U O 'C m m �f THE MADISON SANTA ANA, CA DRAFT ECONOMIC IMPACT AND GENERAL FUND FISCAL REVENUE ANALYSIS Prepared for: CABRILLO COMMUNITY PARTNERS, LLC Prepared by: THE NATELSON DALE GROUP, INC. 24835 E. La Palma Avenue, Suite I Yorba Linda, CA 92887 Telephone: (714) 692-9596 Fax: (714) 692-9597 Web: www.natelsondale.com January 15, 2018 EXHIBIT E 75A-91 SECTION TABLE OF CONTENTS PAGE 1.0 INTRODUCTION............................................................................................ 1 1.1. Organization of the Report ......................................................................1 1.2. Scope of the Study.................................................................................1 1.3. Project Description.................................................................................2 1.4. Categories of Regional Economic Benefits Considered in the Study...............3 1.5. Study Methodology.................................................................................4 2.0 EXECUTIVE SUMMARY.................................................................................. 5 2.1. Short-term (Construction) Impacts to Regional Economy ............................5 2.2. Permanent Impacts to Regional Economy..................................................6 2.3. Fiscal Revenue Impacts...........................................................................7 3.0 CONSTRUCTION IMPACTS TO LOCAL ECONOMY ........................................... 9 3.1. Industry Output and Value Added.............................................................9 3.2. Jobs Created and Employee Compensation................................................9 4.0 ONGOING ECONOMIC BENEFITS TO LOCAL ECONOMY ................................ 12 4.1. Industry Output and Value Added........................................................... 12 4.2. Jobs Created and Employee Compensation .............................................. 12 5.0 - ANNUALLY RECURRING FISCAL REVENUE IMPACTS TO CITY'S GENERAL FUND.......................................................................................................... 15 5.1. Property Taxes..................................................................................... 15 5.2. Sales Taxes.........................................................................................15 Appendix A: Derivation of Inputs for IMPLAN Model —Construction Phase Appendix B: Derivation of Inputs for IMPLAN Model/Fiscal Revenue Projections —Ongoing Benefits Appendix C: IMPLAN Model Glossary 75A-92 TABLE LIST OF TABLES PAGE Table 1-1: Summary Project Description (Residential Component) —The Madison....................................2 Table 1-2: Summary Project Description (Commercial Component) —The Madison...................................2 Table 2-1: Summary of Construction Phase Impacts (Sum of Direct, Indirect, and Induced) The Madison 6 Table 2-2: Summary of Ongoing Impacts (Sum of Direct, Indirect, and Induced) The Madison..................7 Table 2-3: Summary of Annually -Recurring Fiscal Revenue Impacts to City's General Fund The Madison.8 Table 3-1. Summary of Economic Impacts by Impact Category, CONSTRUCTION PHASE The Madison.... 10 Table 3-2: Top 10 Industries Affected in Terms of Employment, City of Santa Ana The Madison ............ 11 Table 3-3: Top 10 Industries Affected in Terms of Employment, Orange County The Madison................11 Table 4-1: Summary of Economic Impacts by Impact Category, ANNUALLY -RECURRING The Madison ...13 Table 4-2: Top 10 Industries Affected in Terms of Employment, City of Santa Ana The Madison.............14 Table 4-3: Top 10 Industries Affected in Terms of Employment, Orange County The Madison................14 Table 5-1: Projected Annually -Recurring Property Tax Revenue —City of Santa Ana The Madison .......... 15 Table 5-2: Projected Annually -Recurring Sales Tax Revenue — City of Santa Ana The Madison ................16 75A-93 1.0 INTRODUCTION 1.0 INTRODUCTION This report evaluates the regional economic benefits that would result from construction of the proposed The Madison mixed-use development in the City of Santa Ana, California. The proposed development includes 260 units - consisting of a mix of studio, live/work, one-, two-, and three-bedroom apartments — along with ground floor retail space (6,561 square feet). The economic impact analysis focuses on city -level and regional (i.e., county -wide) economic benefits that will be generated during the construction phase of the project, along with annually -recurring benefits resulting from new residents' spending on local retail goods and services and management/operation of the apartment complex. These economic benefits are quantified in terms of the number of jobs created, the total wage/salary income associated with these jobs, and the overall volume of economic output (i.e., total business activity) supported by the project. Along with regional economic benefits, this analysis also evaluates annually -recurring fiscal revenue impacts to the City's General Fund. 1.1. Organization of the Report This introduction summarizes the project description and describes the scope of the study. Chapter 2 provides a brief summary of the project's City -level and regional economic benefits, which include the short-term economic impacts related to construction of the project, along with the ongoing impacts resulting from new residents' local expenditures and management/operation of the apartment complex. In addition to the regional economic benefits, this section also summarizes the project's fiscal revenue impacts to the City's General Fund. Chapter3 provides further details on the construction -related economic impacts, while Chapter 4 provides further details on the ongoing economic impacts. Chapter 5 provides additional detail on the projection of fiscal revenues to the City's General Fund. Appendix A provides documentation of the construction -phase data inputs used in the economic impact analysis. For the ongoing benefits generated by the new residents and management/operation of the apartment complex, Appendix B provides documentation of the resident -spending assumptions and data inputs used in the analysis. Finally, Appendix C provides a glossary of the economic impact measures evaluated in this analysis. 1.2. Scope of the Study The analysis considers direct economic impacts (e.g., on-site forthe construction -phase) as well as indirect and induced, or "multiplier", benefits in the City and in the remainder of Orange County. The analysis estimates the following types of economic impacts: • Construction -phase impacts o Direct construction employment by year for the project build -out period o Direct construction payroll o Indirect/induced (i.e., "multiplier") jobs and payroll o Other construction -related benefits (i.e., local spending) THE NATELSON DALE GROUP, INC. Page 1 DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-94 1.0 INTRODUCTION Ongoing (permanent) impacts o Employment generated by new resident spending, the ground floor retail space, and overall property management of the apartment complex o Direct payroll for new jobs o Indirect/induced (i.e., "multiplier') jobs and payroll o Direct and indirect/induced economic impacts (i.e., dollars spent in local and regional economies) Along with economic impacts, the analysis evaluates the annually -recurring fiscal revenue impacts to the City's General Fund. All projections provided in this report are expressed in 2018 "constant" dollars (i.e., not escalated for future inflation). 1.3. Project Description Table 1-1 and Table 1-2, below, provide a summary of the proposed development, including average annual rent per unit and average household income project households and estimated annual retail sales associated with the ground floor retail space. Table 1-1: Summary Project Description (Residential Component) —The Madison Apartment Unit Annual Rent Per Rent as a Share of Avg. Household Total Unit Income* Income 260 $29,892 0.35 $85,407 *Average household income estimate assumes monthly rent accounts for 35% of monthly income. The applicant has indicated that they qualify renters at 35% of gross income, but that the average renter will likely fall into the 23%-28% range. Relying on the higher income factor provides for a more conservative analysis, in that it yields a lower average household income estimate. Average household income estimates are used to derive resident spending patterns (see Sections 4.0 and 5.0), with higher household incomes correlating with higher resident spending. Source: Applicant; TNDG Table 1-2: Summary Project Description (Commercial Component) —The Madison Sq. Ft. of Ground Floor Retail Space 6,561 Source: Applicant; TNDG Sales per Sq. Ft of Space THE NATELSON DALE GROUP, INC. DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) $300 Estimated Annual Sales $1,968,300 75A-95 Page 2 1.0 INTRODUCTION 1.4. Categories of Regional Economic Benefits Considered in the Study The proposed project will generate the following types of economic benefits in the City and regional economy: Direct Benefits — Direct benefits relate to: a) short-term business activity of general contractors and associated business (architecture services, engineering services, etc.) involved in the project construction and b) the ongoing local spending by new residents and expenditures to managing the apartment complex. Indirect Benefits— Indirect benefits will result when local firms directly impacted by the project in turn purchase materials, supplies orservices from otherfirms. Examples would include increased sales of building materials as a result of construction activity, along with purchases of local goods and services associated with managing and operating the apartment complex. Induced Benefits— Induced benefits relate to the consumption spending of employees of firms that are directly or indirectly affected by the project. These would include all of the goods and services normally associated with household consumption (e.g., housing, retail purchases, local services, etc.). Based on construction cost data provided by the applicant, all construction -phase direct benefits are tied to construction -related expenditures within the City and the County; impacts from construction - related expenditures made outside of the County (e.g., loan fees, interest, marketing, etc.) are not evaluated in this analysis. The analysis quantifies the above benefits in terms of the following measures: • Total industry output—The increase in gross industry receipts, representing the total economic activity generated by the construction phase and from local spending by new residents. For local retailers, output equals gross margin and not gross sales. • Value added —The portion of total output that most accurately reflects local economic activity (i.e., local payrolls, profits, taxes, as distinct from gross output which includes the value of intermediate goods [construction raw materials] purchased outside the region) • Jobs — expressed in this analysis in terms of full-time and part-time employees lasting one year • Employee Compensation — associated with the created jobs As discussed further below, these are the categories of benefits evaluated by the economic modelling software used for this analysis. Appendix C (glossary) provides additional technical definitions of these economic benefit categories. ' Employee compensation includes total payroll cost of the employee paid by the employer. This includes wage and salary, all benefits (e.g., health, retirement) and payroll taxes (both sides of social security, unemployment taxes, etc.) THE NATELSON DALE GROUP, INC. Page 3 DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-96 1.0 INTRODUCTION 1.5. Study Methodology This analysis used the IMPLAN (Impact Analysis for Planning) economic impact modeling software to evaluate the project's one-time construction impacts, along with ongoing impacts resulting from new resident local spending'. This software is classified as an "Input -Output" (10) model that computes all of the economic impacts of industries in a user -defined region (in this case, the City of Santa Ana and Orange County), including the estimated local expenditures of employees of both project -direct and supplier firms. The current version of the IMPLAN model divides the economy into 526 sectors that correspond to 4 -digit and 5 -digit NAILS codes'. For construction activity, the IMPLAN modeling system relies on data from the compiled U.S. Census Bureau instead of the NAILS system. The report appendix documents all of the assumptions used in this analysis to translate project -specific data into IMPLAN model inputs. As shown in Appendix A, construction -related impacts are based on anticipated construction values provided by the applicant. These construction values were matched to the appropriate IMPLAN construction sector for the impact analysis. Ongoing (permanent) impacts are based on new resident spending (on local retail goods and services), along with expenditures related to management/operation of the apartment complex, as shown in Appendix B. The tables in Appendix B also show the assumptions used to estimate new residents' household income levels and associated local spending on retail goods and services. It should be noted that the analysis treats resident -related spending as "new" spending in the City and in the County. Although some residents at the proposed apartment complex may already reside in another location in the City or County, by moving these residents would create an occupancy that would be filled by new households in the City or County. Thus, the treatment of residents' local spending as net increases in sales in the City and County is a valid assumption for purposes of the analysis. ' This model was developed by researchers at the University of Minnesota and is widely used in economic impact analysis throughout the Country. 3 As excerpted from the U.S. Census Bureau's website, the North American Industry Classification System (NAICS) is the standard used by Federal statistical agencies in classifying business establishments for the purpose of collecting, analyzing, and publishing statistical data related to the U.S. business economy. The NAICS system is hierarchical in each level of the system provides an aggregation of detail at the next lower level. For example, there are 20 2 -digit industry groups that are further subdivided into 99 3 -digit industry groups. Further disaggregation continues to the 6 -digit level, which includes 1,175 disaggregated industries. THE NATELSON DALE GROUP, INC. DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-97 Page 4 2.0 EXECUTIVE SUMMARY 2.0 EXECUTIVE SUMMARY 2.1. Short-term (Construction) Impacts to Regional Economy This section provides a summary of the project's construction -phase impacts to the City and Orange County. The summary includes the sum of all direct, indirect, and induced impacts, as shown on Table 2-1 on page 6. The total construction -related impacts would include the following: Output: At buildout the project's one-time construction activities would generate approximately $98.9 million in total economic activity in the City, through direct, indirect, and induced impacts. In addition, the project would generate approximately $15.3 million in total economic activity in the remainder of the County. Thus, the project would generate approximately $114.2 million in total economic activity in Orange County. Value Added: At buildout the project's one-time construction activities would generate approximately $65.9 million in total value added in the City, through direct, indirect, and induced impacts. In addition, the project would generate approximately $10.5 million in value added in the remainder of the County. Thus, the project would generate approximately $76.4 million in total value added in Orange County. Employment: At buildout the project's one-time construction activities would generate approximately 584 jobs in the City, through direct, indirect, and induced impacts. In addition, the project would generate approximately 93 jobs in the remainder of the City. Thus, the project would generate about 677 total jobs in Orange County^. Employee Compensation: At buildout the project's one-time construction activities would generate approximately $31.7 million in total employee compensation in the City, through direct, indirect, and induced impacts. In addition, the project would generate approximately $4.4 million in total employee compensation in the remainder of the County. Thus, the project would generate approximately $36.1 million in total employee compensation in Orange County'. As noted above, this total includes both part- and full-time employees. Based on factors provide in the IMPLAN model, the construction phase would generate approximately 626 full-time equivalent (FTE) jobs in the County. 5 Employee compensation is a "fully loaded" payroll estimate, including all benefits (e.g., health, retirement) and payroll taxes (both sides of social security, unemployment taxes, etc.). Based on factors provided in the IMPLAN model, the project would generate approximately $30.2 million in salaries/wages in Orange County. THE NATELSON DALE GROUP, INC. Page 5 DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-98 2.0 EXECUTIVE SUMMARY Table 2-1: Summary of Construction Phase Impacts (Sum of Direct, Indirect, and Induced) The Madison City Remainder of County Impact Category Total County Total Output (OOOs) $98,940 $15,296 $114,236 Value Added (OOOs) $65,912 $10,512 $76,424 Employment 584 93 677 Employee Compensation (OOOs) $31,729 $4,355 $36,084 Source: TNDG; IMPLAN 2.2. Permanent Impacts to Regional Economy This section provides a summary of the permanent benefits to the City and Orange County. These benefits would result from local spending (i.e., in the City and in remaining areas of the County) by new residents, along with expenditures associated with managing/operating the apartment complex. The summary includes the sum of all direct, indirect, and induced impacts, as shown on Table 2-2 on the following page. The permanent impacts would include the following: Output: On an annual basis, new residents and the apartment complex would generate approximately $8.2 million in total economic activity in the City, through direct, indirect, and induced impacts. In addition, these two sources would generate approximately $1.7 million in total economic activity in the remainder of the County. Thus, the project would generate approximately $9.9 million in total economic activity in Orange County on an annual basis. Value Added: On an annual basis, new residents and the apartment complex would generate approximately $5.5 million in total value added in the City, through direct, indirect, and induced impacts. In addition, these two sources would generate an additional $1.1 million in value added in the remainder of the County. Thus, the project would generate approximately $6.6 million in total value added in Orange County on an annual basis. Employment: On an annual basis, new residents and the apartment complex would generate approximately 77 jobs in the City, through direct, indirect, and induced impacts. In addition, these two sources would generate approximately 11 jobs in the remainder of the County. Thus, the project would generate approximately 88 total jobs in Orange County on an annual basisb. 6 As noted above, this total includes both part- and full-time employees. Based on factors provide in the IMPLAN model, the construction phase would generate approximately 76 full-time equivalent (FTE) jobs in the County. THE NATELSON DALE GROUP, INC. Page 6 DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-99 2.0 EXECUTIVE SUMMARY Employee Compensation: On an annual basis, new residents and the apartment complex would generate close to $2.6 million in total employee compensation in the City, through direct, indirect, and induced impacts. In addition, these two sources would generate approximately $0.5 million in total employee compensation in the remainder of the County. Thus, the project would generate approximately $3.05 million in total employee compensation in Orange County on annual basis'. Table 2-2: Summary of Ongoing Impacts (Sum of Direct, Indirect, and Induced) The Madison City Remainder of County Impact Category Total County Total Output (0005) $8,229 $1,697 $9,926 Value Added (000s) $5,493 $1,083 $6,576 Employment 77 11 88 Employee Compensation (000s) $2,563 $486 $3,049 Source: TN DG; IMPLAN 2.3. Fiscal Revenue Impacts The project would generate two primary sources of annually -recurring revenue to the City's General Fund: Property Taxes and Sales Taxes. New property taxes would result from the incremental assessed property value generated by the project, while new sales taxes would be generated by project residents' retail expenditures at retail establishments located in the City (and in the onsite ground floor retail space). As shown on Table 2-3, on the following page, the project would generate about $268,000 in new property taxes, in addition to approximately $72,000 in new sales tax revenue. Combined, the two revenue sources would generate about $340,000 in annually -recurring revenue to the City's General Fund. 7 Employee compensation is a "fully loaded" payroll estimate, including all benefits (e.g., health, retirement) and payroll taxes (both sides of social security, unemployment taxes, etc.). Based on factors provided in the IMPLAN model, the project would generate approximately $2.3 million in salaries/wages in Orange County on an annual basis. THE NATELSON DALE GROUP, INC. Page 7 DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-100 2.0 EXECUTIVE SUMMARY Table 2-3: Summary of Annually -Recurring Fiscal Revenue Impacts to City's General Fund The Madison General Fund Category City Total Property Taxes' Sales TaxZ Total $267,831 72,225 $340,056 Notes: 1. Includes general Property Tax and Property Tax In -Lieu of VLF 2. Includes General Sales Tax and Property Tax In -Lieu of Sales Tax Source: IMPLAN; City of Santa Ana; TNDG. THE NATELSON DALE GROUP, INC. DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-101 3.0 CONSTRUCTION IMPACTS TO LOCAL ECONOMY 3.0 CONSTRUCTION IMPACTS TO LOCAL ECONOMY The project's construction phase would create a substantial number of jobs and fuel the local Santa Ana economy, in addition to the remaining areas in Orange County, with secondary spending. To illustrate the economic impacts of the project's construction phase, this study uses an econometric tool known as an "Input -Output" (10) model, which computes all of the construction -related impacts of the affected industries in the City, and in the remainder of the County, including the estimated local expenditures of employees of both the construction and supplier firmsa. These economic benefits are expressed in terms of increased economic activity ("output"), value added, job creation, and employee compensation. See Table 2-1 on page 6 for a summary of the economic benefits for the total project. The discussion below in Sections 3.1 and 3.2 summarizes the total project construction -related impacts. 3.1. Industry Output and Value Added During the construction phase the project is projected to directly generate approximately 66.7 million in total economic activity in the City, resulting in approximately $45.5 million in value added. In addition to its direct impacts, the indirect/induced impacts during project construction would include approximately $32.2 million in total economic activity, resulting in approximately $20.4 million in value added (see page 2 for definitions of "direct", "indirect" and "induced"). Thus, accounting for the full range of economic benefits in the City, during its construction phase the project will generate a grand total of approximately $98.9 million in total industry output and approximately $65.9 million in value added. In the remainder of the County, the project is projected to directly generate approximately $3.1 million in total economic activity, along with an additional $12.2 million from indirect/induced impacts. This total economic activity would generate approximately $10.5 million in value added in the remainder of the County. 3.2. Jobs Created and Employee Compensation During the construction phase the project is projected to generate approximately 359 directly related jobs onsite and approximately 225 jobs through indirect and induced economic activity. These are quantified as full- and part-time jobs lasting the equivalent of one year. Thus, accounting for the full range of economic benefits in the City — through direct, indirect, and induced activity — the project will generate about to 584 jobs during the construction phase. The employee compensation associated with these jobs would total approximately $31.7 million. In the remainder of the County, the project is projected to directly generate approximately 11 jobs, along with an additional 82 jobs from indirect/induced impacts. The employee compensation associated with these jobs would total approximately $4.4 million. 8 The IMPLAN model was used for this purpose. This model was developed by researchers at the University of Minnesota and is widely used in economic impact analysis throughout the Country. THE NATELSON DALE GROUP, INC. Page 9 DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-102 3.0 CONSTRUCTION IMPACTS TO LOCAL ECONOMY Table 3-1. Summary of Economic Impacts by Impact Category, CONSTRUCTION PHASE The Madison Category City Total Remainder of County County Total output (000s) 11,122 1,758 12,880 Direct $66,725 $3,082 $69,807 Indirect 17,572 2,418 19,990 Induced 14,643 9,796 24,439 Total $98,940 $15,296 $114,236 Value Added (000s Direct $45,521 $2,387 $47,908 Indirect 11,122 1,758 12,880 Induced 9,269 6,367 15,636 Total $65,912 $10,512 $76,424 Employment Direct 359 11 370 Indirect 126 16 142 Induced 99 66 165 Total 584 93 677 Emplovee Compensation (000s Direct $21,204 $556 $21,760 Indirect 6,050 816 6,866 Induced 4.475 2,983 7,458 Total $31,729 $4,355 $36,084 Source: TNDG; IMPLAN THE NATELSON DALE GROUP, INC. Page 10 DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-103 3.0 CONSTRUCTION IMPACTS TO LOCAL ECONOMY Table 3-2 and Table 3-3, below, show the top 10 economic sectors affected by employment impacts in the City and in Orange County. The employment and employee compensation numbers include the sum of direct, indirect, and induced impacts. As shown in the tables, approximately 305 jobs would be created in the multifamily residential construction sector (IMPLAN Sector 60), with an average employee compensation of more than $59,000 perjob. Table 3-2: Top 10 Industries Affected in Terms of Employment, City of Santa Ana The Madison Source: TNDG; IMPLAN Table 3-3: Top 10 Industries Affected in Terms of Employment, Orange County The Madison Employee .... IMPLAN Employees Compensation/ Sector Description Compensation Job 60 Construction of new multifamily residential structures 304.9 $18,053,515 Employee IMPLAN Construction of other new nonresidential structures Employees Employee Compensation/ Sector Description 19.9 compensation Job 60 Construction of new multifamily residential structures 304.9 $18,053,515 $59,208 58 Construction of other new nonresidential structures 23.7 $1,410,678 59,596 56 Construction of new highways and streets 19.9 $1,212,734 61,073 395 Wholesale trade 13.5 $1,226,260 90,641 406 Retail - Miscellaneous store retailers 13.3 $245,072 18,402 403 Retail -Clothing and clothing accessories stores 11.1 $277,888 25,114 401 Retail -Health and personal care stores 10.7 $504,775 47,145 399 Retail - Building material and garden equipment and supplies stores 10.4 $465,169 44,682 398 Retail - Electronics and appliance stores 8.3 $465,309 56,003 407 Retail - Nonstore retailers 7.6 $142,882 18,808 Source: TNDG; IMPLAN Table 3-3: Top 10 Industries Affected in Terms of Employment, Orange County The Madison Employee .... IMPLAN Employees Compensation/ Sector Description Compensation Job 60 Construction of new multifamily residential structures 304.9 $18,053,515 $59,208 58 Construction of other new nonresidential structures 23.7 $1,410,678 59,596 56 Construction of new highways and streets 19.9 $1,212,734 61,073 440 Real estate 16.6 $364,753 21,997 395 Wholesale trade 14.6 $1,326,776 90,641 406 Retail -Miscellaneous store retailers 14.5 $267,677 18,402 403 Retail -Clothing and clothing accessories stores 12.2 $307,474 25,114 401 Retail- Health and personal care stores 11.8 $555,838 47,145 449 Architectural, engineering, and related services 10.8 $1,022,591 94,833 399 Retail - Building material and garden equipment and supplies stores 10.7 $477,522 44,682 Note: Includes City of Santa Ana totals Source: TNDG; IMPLAN THE NATELSON DALE GROUP, INC. Page t I DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-104 4.0 ONGOING ECONOMIC BENEFITS TO LOCAL ECONOMY 4.0 ONGOING ECONOMIC BENEFITS TO LOCAL ECONOMY The proposed project will generate ongoing benefits to the local economy, in addition to the remainder of Orange County, from the following two sources. First, new apartment residents will generate economic impacts in the local economy through expenditures on local goods and services (including at onsite retail). Second, the management and operation of the apartment complex will generate impacts in the local economy. Appendix B provides detailed tables on the assumptions and data inputs for estimating ongoing economic benefits, along with a narrative description, forthe IMPLAN model. These economic benefits are expressed in terms of increased economic activity ("output"), value added, job creation, and labor income. See Table 4-1 on page 13 for a summary of the annual economic benefits for the total project. The discussion below in Sections 4.1 and 4.2 summarizes the total ongoing economic benefits from the two sources discussed above. 4.1. Industry Output and Value Added The project's direct annual impact, from new resident local spending (including at onsite retail) and management/operation of the apartment complex, to the City economy would include approximately $5.6 million in total economic activity and approximately $3.9 million in value added. In addition to its direct impacts, the indirect/induced impacts of the project would include approximately to $2.6 million in total economic activity and approximately $1.6 million in value added (see page 3 for definitions of "direct", "indirect" and "induced"). Thus, accounting for the full range of economic benefits in the City, on an annual basis the project will generate a grand total of more than $8.2 million in total industry output and approximately $5.5 million in value added. In the remainder of the County, the project is projected to directly generate approximately $242,000 in total economic activity, along with an additional $1.5 million from indirect/induced impacts. This total economic activity would generate approximately $1.1 million in value added in the remainder of the County. 4.2. Jobs Created and Employee Compensation The project, from new resident local spending and management/operation of the apartment complex, would directly support approximately 61 jobs and a total annual payroll of approximately $1.8 million. In addition to direct impacts, the indirect/induced economic impacts from the project would support approximately 16 jobs and a total annual payroll (including benefits) of approximately $796,000 in the City. Thus, the direct, indirect, and induced economic activity associated with the project would support approximately 77 jobs and a total annual payroll (including benefits) of close to $2.6 million in the City. In the remainder of the County, the project is projected to directly generate approximately 2 jobs, along with an additional 9jobs from indirect/induced impacts. The payroll and benefits associated with these jobs would total approximately $486,000. THE NATELSON DALE GROUP, INC. DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-105 4.0 ONGOING ECONOMIC BENEFITS TO LOCAL ECONOMY Table 4-1: Summary of Economic Impacts by Impact Category, ANNUALLY -RECURRING The Madison Category City Total Remainder of County County Total Output (000s) 8 3 11 Direct $5,643 $242 $5,885 Indirect 1,367 573 1,940 Induced 1,219 882 2,101 Total $8,229 $1,697 $9,926 Value Added (000s) 424 166 590 Direct $3,856 $144 $4,000 Indirect 865 367 1,232 Induced 772 572 1,344 Total $5,493 $1,083 $6,576 Employment Direct 61 2 63 Indirect 8 3 11 Induced 8 6 14 Total 77 11 88 Employee Compensation (000s) Direct $1,767 $51 $1,818 Indirect 424 166 590 Induced 372 269 641 Total $2,563 $486 $3,049 Source: IMPLAN; TNDG THE NATELSON DALE GROUP, INC. Page 13 DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-106 4.0 ONGOING ECONOMIC BENEFITS TO LOCAL ECONOMY Table 4-2 and Table 4-3, below, show the top 10 economic sectors affected by employment impacts in the City and in Orange County. The employment and employee compensation numbers include the sum of direct, indirect, and induced impacts. As shown in the tables, approximately 29 permanentjobs would be created in the Retail -Miscellaneous store retailers (IMPLAN Sector 406), with an average employee compensation of more than $18,000 perjob. Table 4-2: Top 10 Industries Affected in Terms of Employment, City of Santa Ana The Madison IMPLAN Sector Description Employees Employee Comensation p Employee Compensation/ Job 406 Retail - Miscellaneous store retailers 28.9 $531,387 $18,402 501 Full-service restaurants 7.4 194,171 26,132 502 Limited -service restaurants 4.3 99,513 23,330 440 Real estate 3.7 82,140 21,997 400 Retail - Food and beverage stores 3.5 122,114 34,640 403 Retail - Clothing and clothing accessories stores 2.1 53,211 25,114 397 Retail - Furniture and home furnishings stores 2.0 80,836 41,023 504 Automotive repair and maintenance, except car washes 1.9 90,825 48,946 398 Retail - Electronics and appliance stores 1.7 94,113 56,003 437 Insurance carriers 1.6 212,578 133,520 Source: TNDG; IMPLAN Table 4-3: Top 30 Industries Affected in Terms of Employment, Orange County The Madison Note: Includes City of Santa Ana totals Source: TNDG; IMPLAN THE NATELSON DALE GROUP, INC. DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-107 Page 14 Employee IMPLAN Employees Employee Compensation/ Sector Description Compensation Job 406 Retail - Miscellaneous store retailers 29.3 $538,622 $18,402 501 Full-service restaurants 8.5 223,035 26,131 502 Limited -service restaurants 5.0 116,313 23,330 440 Real estate 4.4 96,493 21,997 400 Retail - Food and beverage stores 3.8 132,085 34,640 403 Retail - Clothing and clothing accessories stores 2.3 56,881 25,114 504 Automotive repair and maintenance, except car washes 2.1 104,066 48,946 397 Retail - Furniture and home furnishings stores 2.1 85,811 41,023 503 All other food and drinking places 1.8 41,470 23,297 398 Retail - Electronics and appliance stores 1.8 99,348 56,003 Note: Includes City of Santa Ana totals Source: TNDG; IMPLAN THE NATELSON DALE GROUP, INC. DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-107 Page 14 5.0 ANNUALLY RECURRING FISCAL REVENUE IMPACTS TO CITY'S GENERAL FUND 5.0 ANNUALLY RECURRING FISCAL REVENUE IMPACTS TO CITY'S GENERAL FUND The project would generate two primary sources of annually -recurring revenue to the City's General Fund: Property Taxes and Sales Taxes. The discussion below in Section 5.1 summarizes the annually - recurring property taxes that would be generated by the project. Following, Section 5.2 provides a summary detailing the projection of new sales tax revenue that would be generated from project residents' retail expenditures in the City. 5.1. Property Taxes As shown on Table 5-1, below, the project is projected to generate close to $268,000 in annually - recurring property tax revenue to the City's General Fund. In addition to general property tax revenues, the City also receives separate property tax payments from the State in -lieu of Vehicle License Fee (VLF) revenues. Based on a review of City budget data and assessed value informations, these two components of property tax revenue are equal to approximately 0.27% of total assessed valuation in the City. Applying this factor to the project's estimated assessed valued yields the incremental property tax revenue projection shown on the table below. Table S-1: Projected Annually -Recurring Property Tax Revenue — City of Santa Ana The Madison Property Tax Variable Estimated Assessed Valuel Amount $99,196,604 Property Tax as a Share of Incremental Assessed Value' City's Incremental Property Tax Revenue $267,831 Notes: 1. Based on estimated of hard costs (including on-site, off-site, and garage) and land costs 2. Includes general property tax and property tax in -lieu of VLF Source: Project applicant; City of Santa Ana, Adopted Budget- Fiscal Year 2016-17, Comprehensive Annual Financial Report, June 30, 2017;TNDG. 5.2. Sales Taxes As shown on Table 5-2, on the following page, the project is projected to generate approximately $72,000 in annually -recurring sales tax revenue to the City's General Fund. New sales tax revenue will be generated from new resident local spending at retail establishments in the City (including at onsite retail), as described above in Section 4.0. As shown on the table, 1.0% of taxable sales is reimbursed 9 City of Santa Ana, Adopted Budget and Comprehensive Annual Financial Report (CAFR). THE NATELSON DALE GROUP, INC. DRAFT Economic Impact Analysis The Madison (Santa Ana, CA) 75A-108 5.0 ANNUALLY RECURRING FISCAL REVENUE IMPACTS TO CITY'S GENERAL FUND from the state (0.75% sales tax reimbursement plus 0.25% sales tax in lieu). See Appendix B, Tables B-4 and B-5, for a derivation of the projected resident -generated taxable sales in the City. Table 5-2: Projected Annually -Recurring Sales Tax Revenue — City of Santa Ana The Madison Sales Tax Variable Resident Taxable Retail Purchases Amount $8,206,164 Percent of Resident Taxable Retail Sales Captured in Santa Ana 88% Total New Taxable Retail Sales in Santa Ana New Sales Tax Revenue at 1.0% of Taxable Sales Source: IMPLAN, Tables B-4 and B-5 $7,222,509 $72,225 THE NATELSON DALE GROUP, INC. 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O a s gCL 0 araj E = aJ O C w C O N 'O w N Y O C�C G — a t .�. m bA a l0 �n J O m -O bA E O E C O W ma c v L a• vo Y o :3 > c Y m U N C a C L E O -O Q Ur u C a) 0 LbD O. a) C m O O N O C N E° E ° c a) E o O O EC O «a • j bN 0C to O a 'C Y -C 3mvm 4m 'Y— Lo 41 C y sal. v C N 0 0 0 N N OU E N O n 0 C O 3 Cai �' O _ O t d 'O ba m 0 E L O a O m N a) u> y 0 0 0 a a u Y O_ C c x F_ v" xa) E o E a to o v s C C 0 m E _O a) M L v Y a) a) m y V 2 L O a O L C �O O N L w O a) N L _ E E U w N N > LO Y `) N m N y L N N t' m 0 C aj y al mo O vg�� ~�_" E o zZQ CL Y u v a O o Y .0 o (a J CL E v N v as s • 44) U> = Q C V Q3w'tm ai L L Y0 o o rJ a) mFa m N YyE O 0 'O O 'OC U O a) YVL) I E D. OL Q °a m o m E u c ¢ 0 L w N C K m -O O Q t Q x i) O m Q O c m 0 Iia OI M M 6 F— a) O m LL � m bD m u J 1 C Q .. ., 75A-121 75A-122 RESOLUTION NO. 2018-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING APPEAL NO. 2017-05 AS CONDITIONED AND REVERSING THE PLANNING COMMISSION'S DENIAL OF SITE PLAN REVIEW NO. 2016- 03 AND VARIANCE NO. 2017-06 FOR THE INCREASED SIDE YARD SETBACK FOR THE DEVELOPMENT OF THE PROPERTY LOCATED AT 200 NORTH CABRILLO PARK DRIVE 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. Robert Bisno with Cabrillo Community Partners, LLC (hereinafter referred to as "Applicant") is requesting approval of Site Plan Review No. 2016-03 and Variance Nos. 2017-05 and 2017-06, to allow the construction of a seven -story mixed-use development with up to 260 units at 200 North Cabrillo Park Drive. B. On December 11, 2017, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral, and adopted a resolution denying Site Plan Review No. 2016-03 and Variance Nos. 2017-05 and 2017-06. C. The Planning Commission's decision to deny Site Plan Review No. 2016- 03 and Variance Nos. 2017-05 and 2017-06 was appealed to the City Council by Robert Bisno on December 20, 2017, contending that the project is appropriate at this location (Appeal No. 2017-05). Santa Ana Municipal Code (SAMC) section 41-645 allows any interested party, individual or group to file an appeal. D. Appeal No. 2017-05 came before the City Council of the City of Santa Ana for a duly noticed public hearing on April 3, 2018, to consider all testimony, written and oral. E. The City Council of the City of Santa Ana has considered the information and determines that the following findings, which must be established in order to grant this Site Plan Review pursuant to SAMC Section 41-595.5 and Metro East Mixed -Use Overlay Zone (MEMU) Section 8.1, have been established for Site Plan Review No. 2016-03 to allow construction of the proposed project. EXHIBIT F 75A-123 1. That the proposed development plan is consistent with and will further the objectives outlined in Section 1.2 for the MEMU overlay district. The proposed development project will be compatible with Section 1.2 (Objectives) of the Metro East Overlay zone. The proposed project will contain up to 260 residential units (including four live/work units) and approximately 6,600 sq. ft. of commercial uses. The project design incorporates an active streetscape that integrates the private development with the public realm. The project meets several General Plan goals and policies, including Land Use Element Goal 1 (promote a balance of land uses to address basic community needs), Goal 2 (promote land uses which enhance the Citys economic and fiscal viability), and Housing Element Policy HE -2.3 (encourage the construction of rental housing for Santa Ana's residents and workforce, including a commitment to very low, low, and moderate income residents and moderate income Santa Ana workers) and Policy HE -2.5 (require excellence in architectural design through the use of materials and colors, building treatments, landscaping, open space, parking, and environmentally sensitive ("green") building and design practices). 2. That the proposed development plan is consistent with the development standards specified in Section 4 of the MEMU overlay district. The project complies with the majority of development standards enumerated in the MEMU regulating plan, with the exception of required parking and side yard setback. The side yard setback is analyzed through the variance and the project is conditioned to provide code required parking. 3. That the proposed development plan is designed to be compatible with adjacent development in terms of similarity of scale, height, and site configuration and otherwise achieves the objectives of the Design Principles specified in Section 5 of the MEMU overlay district. The proposed development consists of a seven -level project surrounded by several existing mid and high-rise buildings and has been designed to complement these developments. It supports the vision of the MEMU plan with the construction of a high-density mixed-use development in close proximity to similar residential uses and supportive commercial uses. The project incorporates a variety of architectural materials, Resolution No. 2018 -XX Page 2 of 10 75A-124 massing and ground floor uses that are compatible with the MEMU plan. 4. That the land use uses, site design, and operational considerations in the proposed development plan have been planned in a manner that will result in a compatible and harmonious operation as specified in Section 7 of the MEMU overlay district. No significant negative impacts from noise, air quality, aesthetics, or traffic are expected except for temporary impacts arising during construction of the project. The site's design is intended to activate its frontage on Cabrillo Park Drive with the provision of publicly accessible open space, small-scale commercial uses, and a variety of seating and recreational amenities. F. The City Council of the City of Santa Ana determines that the following findings, which must be established in order to grant Variance No. 2017- 06 for an increased side yard setback has been established as required by SAMC Section 41-638: 1. That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose' of the provisions of this Chapter. The proposed project is located in an area surrounded by office buildings, parking structures, and a freeway, which restrict the site from compliance with the side yard setback to the south property line. The site necessitates adequate emergency access to the rear of the property to serve the proposed development. In order to properly address life safety issues, the building must be reduced in size to accommodate a larger setback for a fire lane and adequate ladder angles. 2. That the granting of the variance is necessary for the preservation and enjoyment of one (1) or more substantial property rights. The granting of the setback variance will preserve the property owner's ability to develop a vacant lot with uses consistent with the MEMU overlay plan and to provide adequate emergency access to serve the residences. The development will revitalize the currently undeveloped parcel and activate the area with additional housing and Resolution No. 2018 -XX Page 3 of 10 75A-125 commercial uses to support the active -urban subzone of the MEMU overlay plan. Future housing and active retail uses will benefit the neighborhood and promote the ability to live, work, shop, and play all within a short walk of each other. 3. That the granting of the variance will not be detrimental to the public welfare or injurious to surrounding property. The granting of the setback variance will not be detrimental to the public or surrounding properties. The 30 -foot setback in lieu of a maximum 10 -foot setback is necessary to accommodate emergency access and will serve a dual design purpose as open space for the residents. The variance will allow for the development of an undeveloped site consistent with the MEMU overlay plan. 4. That the granting of the variance will not adversely affect the General Plan of the city. The project will not adversely affect the General Plan, but rather support its goals. The proposed project is consistent with Land Use Element Goal 1 (promote a balance of land uses to address basic community needs) and Goal 2 (promote land uses which enhance the City's economic and fiscal viability) by providing a high-intensity mixed-use residential and commercial development consistent with the vision of the area and surrounding land use designations. The variance allows the development of the project in a mid to high-rise built environment and provides housing in close proximity to support nearby commercial uses. Section 2. In accordance with the California Environmental Quality Act (CEQA), the recommendation is exempt from further review pursuant to Section 15332 (Class 32 "In -Fill Development Projects"). The Class 32 exemption applies to projects characterized as infill development meeting the following conditions: 1. The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulation; 2. The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses; 3. The project site has no value as habitat for endangered, rare or threatened species; 4. Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and 5. The site can be adequately served by all required utilities and public services. The project is consistent with the City's General Plan and the MEMU regulating plan. The project meets several General Plan goals and policies, including Land Use Resolution No. 2018 -XX Page 4 of 10 75A-126 Element Goal 1 (promote a balance of land uses to address basic community needs) and Goal 2 (promote land uses which enhance the City's economic and fiscal viability), and Housing Element Policy HE -2.3 (encourage the construction of rental housing for Santa Ana's residents and workforce, including a commitment to very low, low, and moderate income residents and moderate income Santa Ana workers) and Policy HE - 2.5 (require excellence in architectural design through the use of materials and colors, building treatments, landscaping, open space, parking, and environmentally sensitive ("green") building and design practices). The project site and type of development proposed are already addressed in the previously approved environmental impact report (EIR) for the MEMU overlay district (EIR No. 2006-01). However, a Class 32 exemption is required for the project because the original EIR did not require a greenhouse gas study. The Applicant submitted a greenhouse gas study that indicates the project will not negatively impact greenhouse gas reduction goals. In addition, a health risk assessment (HRA) was prepared to identify any impacts from developing a residential community adjacent to a freeway. The HRA recommends that the project incorporate certain window design features on freeway -facing elevations for all units adjacent to the 1-5 freeway, and that the project install air filtration systems throughout. Section 3. The Applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Section 4. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves Appeal No. 2017-05, and reverses the Planning Commission's denial of Site Plan Review No. 2016-03 and Variance No. 2017-06 as conditioned in Exhibit A attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated December 11, 2017, and exhibits attached thereto; the Request for Council Action dated April 3, 2018, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 3'' day of April 2018 by the following vote: Miguel A. Pulido Mayor Resolution No. 2018 -XX Page 5 of 10 75A-127 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 22 � Lisa Storck Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: ABSTENTIONS: 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-xx to be the original resolution adopted by the City Council of the City of Santa Ana on April 3, 2018. Date: Clerk of the Council City of Santa Ana 75A-128 Resolution No. 2018 -XX Page 6 of 10 EXHIBIT A Conditions for Approval for Site Plan Review No. 2016-03 and Variance No. 2017-06 Site Plan Review No. 2016-03 and Variance No. 2017-06 are approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Califomia Building Standards Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The Applicant must comply with each and every condition listed belowrip or to exercising the rights conferred by this site plan review and variances. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the site plan review and variances. A. Planning Division 1. All proposed site improvements must conform to the Site Plan Review approval of DP No. 2016-38. 2. The project plans shall be revised to provide the code required parking of 2.0 spaces per unit (520 spaces). 3. Any amendment to this site plan review, including modifications to approved materials, finishes, architecture, site plan, landscaping, unit count, mix, and square footages must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 4. The project shall comply with all mitigation measures as required by the Metro East Mixed -Use Overlay Zone. 5. A residential property manager shall be on site at all times that the project is occupied. 6. All new utilities and mechanical equipment such as backflow devices, Edison transformers, and double check detector assembly devices shall not be located within front yard setbacks and must be screened from view from public and courtyard areas. 7. All parking for the project, including visitor parking spaces, shall be made available free of charge. 8. The interior of the parking structure shall be painted white. Resolution No. 2018 -XX Page 7 of 10 75A-129 9. A final detailed amenity plan must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity, plaza, or courtyard areas as well as an installation plan. The exact specifications for these items are subject to the review and approval by the Planning Division. 10.After project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 11.A Resident Storage Plan shall be provided for the project prior to occupancy. Storage shall be available at no cost to the residents. 12. Smart wiring, including cable television and high-speed cable for computers, shall be provided for each unit and within the project's common areas. 13. Prior to issuance of a grading permit, the following shall be completed: a) Submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include construction hours, staging areas, parking and site security/screening during project construction. b) Block wall/fencing plans (including a site plan, section drawings, and elevations depicting the height and material of all retaining walls, walls, and fences) consistent with the grading plan shall be submitted to and be approved by the Planning Division. 14. Prior to occupancy of any units, the following shall be completed: a) A Rental Housing Operational Plan must be submitted to the Planning Division for review and approval. At a minimum, the plan shall identify the location of employee and visitor parking, the location of the rental office, hours of operation for the rental office, and signage affiliated with the Rental Housing Operational Plan. In addition, the Rental Housing Operational Plan must clearly note that the parking and project amenities must be provided free of charge to the residents. b) A revised Parking Management Plan shall be submitted to the Planning Division for review and approval. The plan shall include additional parking spaces with accompanying exhibits and provisions for the distribution and management of parking for residents, employees and guests. 15.As a result of the health risk assessment (HRA) and to reduce any adverse health effects associated with diesel -truck emissions associated with the project's proximity to the 1-5 Freeway, Applicant must install non-operable windows on all windows facing the 1-5 Freeway and install air filtration systems Resolution No. 2018 -XX Page 8 of 10 75A-130 with filters meeting or exceeding the American Society of Heating, Refrigeration, and Air Conditioning Engineers (ASHRAE) 52.5 Minimum Efficiency Reporting Value (MERV) of 14. 16. A Public Art Plan shall be submitted to the Planning Division for staff review and approval prior to the issuance of building permits. The public art shall be installed prior to issuance of a certificate of occupancy. B. Police Department 1. The Applicant will be required to submit a Security Plan for the proposed project to the Police Department. The plan will be required to outline hours of operation for the parking structure (secured/open), a duress alarm system for the parking structure and an access control system for the perimeter of the building. 2. Parking structure and buildings: Each door within the structure and building leading into a stairwell, lobby, or storage area must be outfitted with a 100 square inch fire rated window. Convex mirrors minimum of 12 inch in diameter must be provided at each stairwell landing, in the storage rooms and at each comer along a walkway. The last flight of each stair must be fully enclosed at its base. 3. Elevators are to be equipped with minimum 12 -inch shatterproof convex mirrors or are to have mirrored backing. 4. Parking structure first floor exits must be designed to allow emergency egress with no exterior hardware. 5. Building/unit addressing shall comply with emergency service standards of the City of Santa Ana. 6. Lobby doors must be equipped with a Police Department approved access control system. 7. Provide a minimum 100 square inch window in the trash room and storage room doors. 8. Parking Structure elevators must be equipped with an approved access control system. C. Orange County Fire Authority (OCFA) 1. Prior to OCFA clearance of issuance of a building permit, the Applicant or responsible party shall submit plans and obtain approval of the following: a) Fire master plan (service code PR145) Resolution No. 2018 -XX Page 9 of 10 75A-131 b) Architectural (service codes PR200-PR285) c) Architectural (service codes (PR212-PR220, abbreviated review) d) Tanks storing hazardous materials (service codes PR300-PR305) e) Hazardous materials compliance and chemical classification (service codes PR315-PR328) f) Battery (service code PR375), for any system containing an aggregate quantity of electrolyte in excess of 50 gallons g) Underground piping for private hydrants and fire sprinkler systems (service code PR470-PR475) h) Fire sprinkler system (service code PR400-PR465) 2. Prior to concealing interior construction, the Applicant shall obtain approval of a fire alarm system (service code PR500-PR520). 3. Before commencement of construction, the Applicant or responsible party shall attend a pre -construction meeting with an OCFA inspector. Call OCFA Inspection Scheduling at 714-573-6150 at least five days in advance to schedule and pay for the pre -construction meeting. 4. After installation of required fire access roadways and hydrants, the Applicant shall receive clearance from the OCFA prior to bringing combustible building materials on-site. Call OCFA Inspection Scheduling at 714-573-6150 with the Service Request number of the approved fire master plan at least five days in advance to schedule the lumber drop inspection. 5. The Applicant or responsible party shall provide the OCFA inspector evidence of compliance with emergency responder digital radio system performance criteria prior to occupancy. Refer to OCFA Guideline E-03 or the local jurisdiction's emergency responder radio ordinance, as applicable, for requirements. Resolution No. 2018 -XX Page 10 of 10 75A-132 RESOLUTION NO. 2018-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DENYING APPEAL NO. 2017-05 AND APPROVING THE PLANNING COMMISSION'S DENIAL OF VARIANCE NO. 2017-05 FOR A REDUCTION IN PARKING FOR THE DEVELOPMENT OF THE PROPERTY LOCATED AT 200 NORTH CABRILLO PARK DRIVE 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. Robert Bisno with Cabrillo Community Partners, LLC (hereinafter referred to as "Applicant") is requesting approval of Site Plan Review No. 2016-03 and Variance Nos. 2017-05 and 2017-06, to allow the construction of a seven -story mixed-use development with up to 260 units at 200 North Cabrillo Park Drive. B. On December 11, 2017, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral, and adopted a resolution denying Site Plan Review No. 2016-03 and Variance Nos. 2017-05 and 2017-06. C. The Planning Commission's decision to deny Site Plan Review No. 2016- 03 and Variance Nos. 2017-05 and 2017-06 was appealed to the City Council by Robert Bisno on December 20, 2017, contending that the project is appropriate at this location (Appeal No. 2017-05). Santa Ana Municipal Code (SAMC) section 41-645 allows any interested party, individual or group to file an appeal. D. Appeal No. 2017-05 came before the City Council of the City of Santa Ana for a duly noticed public hearing on April 3, 2018, to consider all testimony, written and oral. E. The City Council of the City of Santa Ana determines that all of the findings required for granting Variance No. 2017-05 pursuant to SAMC Section 41-638 could not be made. Instead, the City Council determines that the following finding has been established for Variance No. 2017-05 for a reduction in parking: 1. That the granting of the variance will be detrimental to the public welfare or injurious to surrounding property. The site does not meet the minimum parking requirements. Based upon public hearing EXHIBIT G 75A-133 testimony and the proposed variance for a reduction in parking, the project may potentially negatively impact traffic flow and impact neighboring properties resulting in a detriment to the public welfare. Section 2. The City Council of the City of Santa Ana, after conducting the public hearing, hereby denies Appeal No. 2017-05, and approves the Planning Commission's denial of Variance No. 2017-05 for reduced parking. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated December 11, 2017, and exhibits attached thereto; the Request for Council Action dated April 3, 2018, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 31d day of April 2018 by the following vote: APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: ABSTENTIONS: Councilmembers: Miguel A. Pulido Mayor 75A-134 Resolution No. 2018 -XX Page 2 of 3 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2018-xx to be the original resolution adopted by the City Council of the City of Santa Ana on April 3, 2018. Date: Clerk of the Council City of Santa Ana 75A-135 Resolution No. 2018 -XX Page 3 of 3 75A-136 Illip- m 1111,, �11 liliq 75A-138 Orozco, Norma From: Arabe, Jill Sent: Thursday, March 29, 2018 4:13 PM To: Orozco, Norma; Mitre -Ramirez, Norma; Huizar, Maria; Rojano, Michael Cc: Neal, Candida; Fregoso, Vince Subject: FW: The Madison Please include public comment below for item 75A— Public Hearing for the Madison project (200 N Cabrillo Park Dr) scheduled for April 31d City Council hearing. Thank you, Jill Ann Arabe, AICP Senior Planner/Urban Designer City of Santa Ana is rabe(a2santa-an a. ora (714)667-2707 From: Paone, Tim Sent: Thursday, March 29, 2018 3:37 PM To: Arabe, Jill Cc: Robert Bisno Subject: The Ma ison Jill, following up on our email correspondence of November 27, 2017, and our comments at the December 11 Planning Commission hearing, I would like to share with you that the concerns of the owner of the Xerox office building at 1851 East First Street (the "Adjacent Owner") with respect to the application of The Madison have not yet been resolved. After we have had an opportunity to review the Staff Report for the upcoming City Council hearing, we will be submitting (probably late Monday or early Tuesday) more detailed comments, but for now I just wanted to alert you to the fact that we will be asking for a continuance of the City Council hearing to allow Mr. Bisno the additional time needed to work with the owners of the State Fund building to address our most significant concern, which is the potential conflict in the morning peak time between residents leaving The Madison for work or school and tenants arriving at the Xerox building for work. Mr. Bisno has been cooperative in pursuing this resolution, but the management firm for the State Fund building has not been available for the past few weeks to follow up on our discussions. We need time to resolve this concern. I would like to emphasize that while the owner of the Xerox building objects to aspects of the project, it does not object to the proposed use. In addition to the morning peak hour internal circulation impacts noted above, our concerns relate to the absence of a designated move -in / move -out loading area (a very significant concern), potential peak hour traffic queuing, the requested parking variance, and the location of the loading zone. All of these concerns are manageable and we are open to compromise, but we feel very strongly that the morning peak hour traffic conflict must be resolved. Please be aware that many of our tenants share these concerns. As noted above, after we review the Staff Report we will provide more detailed comments on these points. Thanks. Tim Paone 75A-139 COX CAS I.r �k Cox, Castle & Nicholson L.LP 3121. Micheison Drive Suite 200 1 Irvine, CA 97.61,1 direct: 949.2.60.4655 main: 949.260.4600 tpaone@coxcastle.com I vcard I bio I website 10i -S',; Selected as 2018 "Law Firm of the Year" in Land Use and Zoning Law ','1ifVE by U.S. News & World Report- Best Lawyers® "Best Law Firms" For more information, visit our blog Lay of the Land This t.ornrnunlcation Is Intended only for the exclusive use of the addressee and may contain Information that Is I vileged or confidential. If you are riot the addressee, or someone responsible for delivering this dorurnont to the addressee, you may not read, copy or distribute It. Any unauthorized dissemination, distribution or copying of a cornmunlcation Is strictly prohibited. If you have received 0% non'ununication In error, please call us promptly and securely dispose of it, I'hari<you . 75A? 140 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING ARTICLE XII REGULATING AGGRESSIVE AND INTRUSIVE SOLICITATION ORDINANCE IN CHAPTER 10 THE SANTA ANA MUNICIPAL CODE THE CITY COUNCIL OF THE CITY OF SANTA ANA HEREBY ORDAINS AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City Council of the City of Santa Ana expressly finds that the activities and locations of individuals engaging in aggressive and intrusive solicitation, while a protected form of speech, has raised numerous public safety issues for both the individuals that are seeking monies for charity and the persons being solicited for monies. City Staff noted the inherent dangers in known locations in which individuals seeking donations place themselves at risk of physical harm to themselves. In addition, the acts of certain individual seeking funds have placed members of the local community in fear of, or have suffered, physical harm from these aggressive or intrusive actions. B. Locations 1) Median Strips A median is not intended for pedestrian activity. Per Santa Ana Municipal Code Section 36-16, the median is that portion of the street that separates lanes of vehicular traffic. Furthermore, there is an inherent traffic safety risk standing on a median with vehicles passing adjacent to medians at high speeds. Standing too close to active traffic lanes further creates safety risks for a pedestrian in the event of them tripping, losing their balance or becoming unconscious and involuntarily fall over active traffic lanes. Per Santa Ana Municipal Code Section 36- 118, no person shall stand, walk or sit on any median. In addition per ordinance number NS -560, §3254, no person shall stand in any roadway other than in a safety zone or in a crosswalk if such action interferes with the lawful movement of traffic. See, Sec. 10-702 (c). 2) Driveways Safe Mobility Santa Ana found that pedestrian involved collisions occur in Santa Ana at driveways. Furthermore, active driveways to business or retail centers have a steady to heavy flow of vehicular traffic. Pedestrians loitering in or around driveways are exposed to potential Ordinance No. NS -XXX Page 1 of 9 85A-1 conflicts with ingressing or egressing vehicles. In addition, any person loitering around a parkway may block the line of sight or distract motorists while egressing. See, Sec. 10-702 (d). 3) Transit Stops Transit stops require unimpeded accessibility to and from the transit stops for commuters. Any one loitering around transit stops may impede access or create potential trips hazards for commuters. Furthermore, when someone is standing close to the curb in a transit stop, transit operators may be forced to stop away from the actual transit stop to a location that is not ADA compliant or further away from the curb. Public Utilities Code Section 99170 considers the conduct describe here to be unlawful. See, Sec. 10-702 (e). 4) Parkways Parkways are located adjacent to active vehicular travel lanes. There is an inherent traffic safety risk standing on a parkway with vehicles passing adjacent to parkways at high speeds. Standing too close to active traffic lanes further creates safety risks for a pedestrian in the event of them tripping, losing their balance or becoming unconscious and involuntarily fall over active traffic lanes. In addition, any person loitering around a parkway may block the line of sight or distract motorists while driving through the area. See, Sec. 10-702. C. Santa Ana Police Department reports the following: 1. On 04/17/2017 at 3:20 pm, an aggressive panhandler was asked to leave a grocery store. Instead of leaving, the individual produced a knife, proceeded to stand in the doorway of the market, threatening employees with a knife. After police officers arrived, the male refused lawful orders and assaulted officers and a police dog. 2. On 06/10/2017 at 4:50 pm, an aggressive panhandler was causing a disturbance at a private event being held at a coffee shop in Downtown Santa Ana. The individual failed to leave the area after being directed by a security officer and subsequently entered the coffee shop, began screaming incoherently, picked up a metal chair and assaulted responding police officers. 3. On 06/18/2017 at 11:57 am, property owners from a restaurant, reported a male, who frequented the area as a panhandler, causing a disturbance based on several individuals refusing to give him money. Private Security contacted the individual. The panhandler began acting more erratic, produced a knife and threatened security personnel. Ordinance No. NS -XXX Page 2 of 9 85A-2 4. On 08/09/2017 at 7:00 pm, several residents were in a car driving down a city street. When they came to a stop, a panhandler requested money and was refused. The panhandler became angry and threw a heavy metal object through the windshield of the vehicle. 5 On 08/16/2017 at 11:00 pm, a man was walking to his vehicle from a fast food restaurant, when he recognized a male he knew to frequent the area as a panhandler. For an unknown reason, this panhandler approached the man and stabbed him with a knife. 6. On 08/19/2017 at 6:49 pm, an aggressive panhandler approached a man in front of a restaurant. The man refused to give money to the panhandler. The panhandler produced a knife and stabbed the victim. 7. In 2017, the Santa Ana Police Department responded to over 930 calls for service reporting pedestrians in and out of the roadway, causing traffic hazards. All of these calls necessitated a lights and siren emergency response to the location to remove the endangered pedestrian(s) and protect individuals attempting to lawfully utilize the roadway from becoming involved in a collision. Of these calls for service, on average over 70% of these were panhandler and or transient related. 8. During 2017, the Santa Ana Police Department coordinated with law enforcement agencies from within Orange and Los Angeles counties to address teams of individuals going from City to City fraudulently requesting money for funeral expenses and to bury persons that had passed away while panhandling at major intersections and center medians. These individuals often purported to need funds to bury deceased children. Investigations revealed these individuals were collecting money as part of a fraudulent well -organized scheme and no funds were ever to be utilized for the funerals or burials. Adults had actually co-opted minors to be the individuals entering and exiting traffic, collecting funds and subsequently returning all proceeds of the fraud to adults. Section 2. In accordance with the California Environmental Quality Act, the recommended action is categorically exempt from further review per section 15061(b)(3), in that it can be seen with certainty that the project will have no possible significant impact on the environment. As a result, a Notice of Exemption will be filed upon the adoption of this ordinance. Section 3. The City hereby adopts Article XII of Chapter 10 of the Santa Ana Municipal Code to read as follows: Ordinance No. NS -XXX Page 3 of 9 85A-3 ARTICLE XII. AGGRESSIVE OR INTRUSIVE SOLICITATION Sec. 10-700. Purpose and Intent. The purpose of this Article is to protect the safety and welfare of the public and improve the quality of life and economic vitality of the city of Santa Ana by imposing reasonable time, place, and manner restrictions on aggressive and intrusive solicitation while respecting the constitutional rights of free speech for all citizens. Aggressive or intrusive solicitation typically includes approaching or following pedestrians, the use of abusive language, unwanted physical contact, or the intentional blocking of pedestrian and vehicular traffic. Aggressive or intrusive solicitation can contribute to the loss of access to, and enjoyment of, places open to the public, and can create an enhanced sense of fear, intimidation, and disorder. Solicitation from people in places where they are a "captive audience" because it is difficult or impossible for them to exercise their own right to decline to listen to or avoid solicitation from others, presents a risk to the health, safety, and welfare of the public. The presence of individuals who solicit money from persons at or near banks or automated teller machines can be intimidating or threatening. Such activity often carries with it an implicit threat to both person and property. Other "captive audience' locations include public transportation vehicles, their designated locations for stops, outdoor dining areas, and gasoline stations. Restricting solicitation in such places will provide a balance between the rights of solicitors and the rights of persons who wish to decline or avoid such solicitations and will help to diminish or avoid the threat of violence in such unwarranted and unavoidable confrontations. Solicitation on roadway median strips and in the public roadway is unsafe and hazardous for solicitors, drivers, pedestrians, and the general public. Soliciting on roadway median strips and in the public roadway increases the risk of drivers becoming distracted from their primary duty to watch traffic, which may result in automobile accidents, congestion, blockage of streets, and delay and obstruction of the free flow of travel, all of which constitute substantial traffic safety problems. The practice of solicitation near driveways accessing shopping centers, retail establishments, and business establishments is unsafe and hazardous for solicitors, drivers, pedestrians, and the general public. The location of a solicitor near a driveway compromises a solicitor's safety, impedes visibility, and impairs a driver's ability to safely enter and exit. Drivers also become distracted from their duty to watch traffic which may result in automobile accidents, congestion, blockage of streets, and delay and obstruction of the free flow of travel, all of which constitute substantial traffic safety problems. Ordinance No. NS -XXX Page 4 of 9 85A-4 Sec. 10-701. Definitions. As used in this article: (a) 'Aggressive" means any of the following types of conduct: (1) Conduct intended or likely to cause a reasonable person to fear bodily harm to oneself or to another, to fear damage to or loss of property, or otherwise to be intimidated into giving money or other thing of value; (2) Intentionally touching or causing physical contact with another person or an occupied vehicle without consent; (3) Closely following or approaching a person, after the person has indicated they do not want to be solicited or do not want to give money or any other thing of value; or (4) Making violent gestures toward a person. (b) Automated teller machine" means any electronic information processing device that accepts or dispenses cash in connection with a credit, deposit, or convenience account. (c) `Automated teller machine facility' means an area comprised of one or more automated teller machines, and any adjacent space made available to banking customers. (d) "Bank' means any member bank of the Federal Reserve System, and any bank, banking association, trust company, savings bank, or other banking institution organized or operated under the laws of the United States, and any bank with deposits which are insured by the Federal Deposit Insurance Corporation. (e) "Check cashing business" means any person duly licensed as a check seller, bill payer, or prorater pursuant to division 3 of the California Financial Code, commencing with section 12000. (f) "Credit union" means any federal credit union and any state - chartered credit union with accounts insured by the Administrator of the National Credit Union Administration. (g) "Donation" means a gift of money or other item of value. Ordinance No. NS -XXX Page 5 of 9 85A-5 (h) "Financial institution' means any bank, savings and loan association, credit union, or check cashing business. (i) "Intrusive" means any of the following types of conduct: (1) Thrusting or forcing oneself close to another person without invitation, permission, or welcome; (2) Physically contacting another person; (3) Blocking a person's path of travel; or (4) Behaving in a threatening manner towards another person. Q) "Median strip' means a paved or planted area of public right-of-way that divides a street or highway. (k) "Public place" means a place to which the public or a substantial group of persons has access, and includes, but is not limited to, a street, highway, sidewalk, parking lot, plaza, transportation facility, school, place of amusement, park, playground; or any doorway, entrance, hallway, lobby and other portion not constituting a room or apartment designed for actual residence, of any business establishment, apartment house, or hotel. (1) "Public transportation vehicle" means any vehicle designed, used, or maintained for carrying 10 or more persons, including the driver; or a vehicle designed for carrying fewer than 10 persons, including the driver, and used to carry passengers for hire. (m) "Savings and loan association' means any federal savings and loan association and any "insured institution" as defined in section 401 of the National Housing Act and any federal credit union as defined in section 1752 of the Federal Credit Union Act. (n) "Solicit' or "solicitation" means to ask, beg, request, or panhandle for an immediate donation of money or other thing of value or for the direct and immediate sale of goods or services. Solicitation can be accomplished by using the spoken, written, or printed word, or bodily gestures, signs, or other means. Ordinance No. NS -XXX Page 6 of 9 • ., Sec. 10-702. Prohibited solicitation. (a) No person shall solicit in an aggressive or intrusive manner in any public place. (b) Financial institutions and automated teller machines. (1) No person shall solicit within an automated teller machine facility without the express permission of the owner or other person lawfully in possession of the facility. (2) No person shall solicit within 30 feet of any financial institution during its business hours. (3) No person shall solicit within 30 feet of any automated teller machine during the time it is available for customers' use. If the automated teller machine is located within an automated teller machine facility, the 30 feet shall be measured from the entrance or exit of the automated teller machine facility. (4) Subsections (1) and (3) do not apply to any unenclosed automated teller machine located within any building, structure, or space that has a primary purpose or function that is unrelated to banking activities, including but not limited to supermarkets, airports, and school buildings; provided that the automated teller machine is available for use only during the regular hours of operation of the building, structure, or space in which the machine is located. (c) Median strips. No person shall solicit on a median strip or in any manner or location that is inconsistent with the provisions of the California Vehicle Code. (d) Driveways accessing shopping centers, retail establishments, and business establishments. No person shall solicit from an operator or occupant traveling in a motor vehicle while the vehicle is located within 30 feet of a driveway skirt providing vehicular access to a shopping center, retail establishment, or business establishment. (e) Public transportation vehicles and stops. No person shall solicit in any public transportation vehicle or within 30 feet of any designated or posted public transportation vehicle stop. (f) Gasoline/charging stations and fuel pumps. No person shall solicit from an operator or occupant of a motor vehicle while the vehicle is stopped in a gasoline or electronic vehicle charging station or at a gasoline pump or charging and fueling station. Ordinance No. NS -XXX Page 7 of 9 85A-7 (g) Outdoor dining area. No person shall solicit from a person within the outdoor dining area of a restaurant, cafe, or similar establishment that serves food or drinks for immediate consumption. (h) Subsections (b) through (g) do not apply to solicitations authorized or conducted by the property owner, business owner, or employees on the premises Sec. 10-703. Violations. (a) Any person who violates this Article may be charged with an infraction or a misdemeanor. (b) In addition to any other remedy allowed by law, any person who violates a provision of this chapter is subject to criminal sanctions, civil actions, and administrative penalties pursuant to section 1-8. (c) All remedies prescribed under this Article are cumulative and the election of one or more remedies does not bar the City from the pursuit of any other remedy to enforce this chapter. Section 4. If any section, subsection, sentence, clause or phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause or phrase or portion thereof irrespective of the fact that any one or more section, subsection, sentence, clause or phrase or portions be declared invalid or unconstitutional. ADOPTED this _ day of, 2018. APPROVP AS TO FORM: Sonia R.a I , p, Gi€y Attorney M. Schwarzmann Assistant City Attorney Miguel A. Pulido Mayor Ordinance No. NS -XXX Page 8 of 9 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 Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 85A-9 Ordinance No. NS -XXX Page 9 of 9 85A-10