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FULL PACKET_2018-08-21
MINUTES OF THE SPECIAL AND REGULAR CITY COUNCIL MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA JULY 17, 2018 SPECIAL AND REGULAR CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:16 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tern (5:18 p.m.)* P. DAVID BENAVIDES VICENTE SARMIENTO JOSE SOLORIO (5:30 p.m.) SAL TINAJERO (5:20 p.m.) JUAN VILLEGAS COUNCILMEMBERS Absent: NONE STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council TELECONFERENCE* Mayor Pro Tern Martinez participates in the meeting via telephone conference call from Doubletree Suites, 400 Soldiers Field Road, Boston, MA 02134. The Agenda was posted at the teleconference location and meeting conducted in a manner that protects the rights of any party or member of the public appearing before the legislative body. PUBLIC COMMENTS - None COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:17 PM CITY COUNCIL MINUTES 10A-1 JULY 17, 2018 CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. CONFERENCE WITH LEGAL COUNSEL --EXISTING LITIGATION pursuant to paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: a. Carlos Roias v City of Santa Ana, Orange County Superior Court, Case No. 30-2017-00946219-CU-OE-CJ C b. Theresa Le v. City of Santa Ana et al., Orange County Superior Court, Case No. 30-2018-00988425-CU-CR-CJC C. Tom Overn vs. City of Santa Ana, WCAB Case Nos: 1.) ADJ8299259; 2.) ADJ8299261 d. Orange County Catholic Worker, et al. v. Orange County, et al.., U.S. District Court (Central District of California), Case No. SA CV 18-0155- DOC (KESx) 2. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Peter Brown, Liebert Cassidy and Steven V. Pham, Executive Director of Human Resources Employee Organizations: • Santa Ana Police Officers Association (POA) • Santa Ana Police Management Association (PMA) • Service Employees' International Union (SEIU) Full -Time Employees • Service Employees' International Union (SEIU) Part-time Civil Service Employees • Service Employees' International Union (SEIU) Part -Time • Confidential Association of Santa Ana (CASA) • Santa Ana Management Association (SAMA) CLOSED SESSION REPORT - The City Attorney will report on any action(s) to be taken at the Regular Meeting which will begin immediately following the Closed Session Meeting. RECESSED CLOSED SESSION AND CONVENED TO THE REGULAR OPEN SESSION. AT 6:35 P.M. CITY COUNCIL MINUTES 2 JULY 17, 2018 10A-2 REGULAR CITY COUNCIL MEETING OPEN SESSION CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE INVOCATION CEREMONIAL PRESENTATIONS COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:37 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor P. DAVID BENAVIDES VICENTE SARMIENTO JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS COUNCILMEMBERS Absent: MICHELE MARTINEZ, Mayor Pro Tern STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PULIDO DR. CURTIS SMITH, POLICE CHAPLAIN • CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SOLORIO to Peoples' History of Orange County Summer Enrichment Program for contributions to the community. CLOSED SESSION REPORT — See Agenda Item 19A for reportable action. PUBLIC COMMENTS • Alicia Rojas, spoke on Agenda Item 25C, opined conflict of interest in awarding Media Arts Santa Ana a grant and expressed concern with lack of transparency in the Request for Proposal process and candidate for City Council that is on the Arts and Culture Commission. CITY COUNCIL MINUTES 3 JULY 17, 2018 10A-3 CONSENT CALENDAR ITEMS MOTION. Approve staff recommendations on Consent Calendar items 10A through 251): MOTION: Solorio VOTE: AYES: NOES: ABSTAIN: ABSENT: MINUTES SECOND: Tinajero Benavides, Pulido, Sarmiento, Solorio, Tinajero, Villegas (6) None (0) None (0) Martinez (1) ADMINISTRATIVE MATTERS 10A. MINUTES FROM THE REGULAR MEETING OF JULY 3, 2018 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Approve Minutes. NOTICE OF PUBLIC HEARINGS 12A. SET A PUBLIC HEARING DATE TO CONSIDER ADOPTING A RESOLUTION TO ESTABLISH AN UNDERGROUND UTILITY DISTRICT ON WARNER AVENUE FROM MAIN STREET TO GRAND AVENUE {STRATEGIC PLAN NO. 6, 1 C, 1 G) — Public Works Agency MOTION: 1. Adopt a resolution. RESOLUTION NO. 2018-052 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO ESTABLISH UNDERGROUND UTILITY DISTRICT NO. 37, WARNER AVENUE FROM MAIN STREET TO GRAND AVENUE, AND CALLING A PUBLIC HEARING TO DETERMINE WHETHER SUCH DISTRICT SHALL BE FORMED 2. Set a public hearing on October 16, 2018. CITY COUNCIL MINUTES 4 JULY 17, 2018 10A-4 BOARDS / COMMISSIONS / COMMITTEES 13A. APPOINT JOSEPH ACEVEDO TO THE YOUTH COMMISSION FOR A PARTIAL -TERM EXPIRING DECEMBER 15, 2020 AS THE WARD 5 REGULAR REPRESENTATIVE {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Nominate Joseph Acevedo for an appointment to the Youth Commission as a Regular Member representing Ward 5 (replaces M. Buitron). 13B. COUNCIL COMMITTEES — AGENDA AND MINUTES {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Receive and file. NAME MEETING DATE Public Safety, Code Enforcement and 3/13/2018 and 5/8/2018 Neighborhood Empowerment Committee Santa Ana Unified School District and City of Santa Ana 1/29/2018 Joint Policy Committee MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION: Approve settlement agreement as follow: CONFERENCE WITH LEGAL COUNSEL --EXISTING LITIGATION pursuant to paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: a. Orange County Catholic Worker, et al. v. Orange County, et al.., U.S. District Court (Central District of California), Case No. SA CV 18-0155-DOC (KESx); Approved a settlement in the amount of $1,500,000 by a vote of 6-0 (Solorio absent). 19B. EXCUSED ABSENCES — NONE 19C. STRATEGIC PLAN MONTHLY REPORT FOR JUNE 2018 {STRATEGIC PLAN NO. 5, 1) - City Manager's Office The Strategic Plan Monthly Reports are available on the City's website at: hftp://www.santa-ana.org/strategic-planning . CITY COUNCIL MINUTES 5 JULY 17, 2018 re7 J MOTION; Receive and file. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROVE AN APPROPRIATION ADJUSTMENT AND SECOND AMENDMENT TO ORANGE COUNTY STREETCAR DESIGN COOPERATIVE AGREEMENT; AND AUTHORIZE EXECUTION OF PURCHASE AND SALE AGREEMENT FOR EASEMENT ACQUISITION: CITY HALL PARKING STRUCTURE (TRACTION POWER SUBSTATION AND PUBLIC UTILITY EASEMENT) (NONGENERAL FUND) (PROJECT NO. 17-6766) {STRATEGIC PLAN NOS. 3, 2C & 4B; 6, 1G) Public Works Agency; and Parks, Recreation and Community Services Agency MOTION: 1. Authorize the City Manager and Clerk of the Council to execute a second amendment to the cooperative agreement (C-5-3583) with the Orange County Transportation Authority for design of the OC Streetcar Project, to reflect the transfer of the agreed -upon easements from the City of Santa Ana, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-174). 2. Authorize the City Manager and Clerk of the Council to execute a Purchase and Sale Agreement for two easements (APNs 008-067-47, 398-221-23, 008-068-09, 398-351-04, -05, -07, -08) to be purchased by the Orange County Transportation Authority in the amount of $200,000, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-175). 3. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2019-005 - Recognizing income from the sale of the two easements in the amount of $200,000 into the Select Street Construction Revenue Account, and appropriating the same into the Select Street Construction Expenditure Account. SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. AWARD CONTRACTS TO SAFETY NETWORK TRAFFIC SIGNS, INC., AND SAFEWAY SIGN COMPANY FOR SIGNS, HARDWARE, AND ACCESSORIES (SPEC. NO. 18-035) {STRATEGIC PLAN NO. 6, 1) - Finance and Management Services Agency; Public Works Agency; and Parks, Recreation and Community Services Agency CITY COUNCIL MINUTES JULY 17, 2018 10A-6 MOTION: Award contracts to Safety Network Traffic Signs, Inc., and Safeway Sign Company for traffic signs, hardware, and accessories for a one-year period from July 1, 2018 through June 30, 2019, with provisions for two one-year renewals exercisable by the City Manager, in an annual aggregate amount not to exceed $30,000, subject to non -substantive changes approved by the City Manager and City Attorney. PROJECTS/CHANGE ORDERS 23A. ACCEPT CONSTRUCTION COMPLETION FOR THE SAFE ROUTES TO SCHOOL ENHANCEMENTS AT HENINGER ELEMENTARY PROJECT (PROJECT NO. 16-6870) {STRATEGIC PLAN NO. 6, 1B & 1G) — Public Works Agency MOTION: Accept the work as completed for the construction of the grant - funded Safe Routes to School Enhancements at Heninger Elementary project. AGREEMENTS 25A. APPROVE AGREEMENT WITH THE CITY OF IRVINE TO PROVIDE JAIL BOOKING SERVICES (FINGERPRINTING, PHOTOGRAPHING AND CITATION SIGN -OFF) FOR CITABLE OFFENDERS {STRATEGIC PLAN NO. 1, 4) — Police Department MOTION: Authorize the City Manager and the Clerk of the Council to execute a three-year agreement with the City of Irvine to receive jail booking services from the Santa Ana Police Department for the period of August 1, 2018 through July 31, 2021 in the amount of $146 per prisoner day, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-176). 25B. APPROVE AGREEMENT WITH MICHAEL BAKER, INC., FOR CIVIC CENTER STORMWATER LIFT STATION ENGINEERING DESIGN SERVICES (PROJECT NO. 17-2675) {STRATEGIC PLAN NOS. 6, 16; 1C; 1G) — Public Works Agency; and Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Michael Baker, Inc., for a three-year term beginning July 18, 2018 and expiring on July 17, 2021, with the option of two one- year renewal options exercisable by the City Manager and the City Attorney, to provide consulting design services for the Civic Center Stormwater Lift Station project, in the total amount not to exceed $171,675, which includes a 15.59% contingency in the amount of $23,160, subject to CITY COUNCIL MINUTES 7 JULY 17, 2018 10A-7 non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-177). 25C. APPROVE INVESTING IN THE ARTIST GRANT PROGRAM FOR FISCAL YEAR 2018-2019 AND AGREEMENTS WITH ARTIST AND ART ORGANIZATIONS {STRATEGIC PLAN NO. 5, 5131 — Community Development Agency Arts and Culture Commission approved recommended action on July 2, 2018 by a vote of 4-0 (Pena and Rubio absent). MOTION: 1. Approve the Arts and Culture Commission's recommendations for Fiscal Year 2018-2019 Investing in the Artist Grant Opportunity in the amount of $70,000; 2. Authorize the City Manager and the Clerk of the Council to execute agreements with the following artists and art organizations to receive Investing in the Artist Grant Opportunity funds for a period of one year, beginning July 17, 2018 and expiring July 16, 2019, subject to non - substantive changes approved by the City Manager and City Attorney(AGMT. No. 2018-178). a. Marina C. Aguilera (Artist) will create a mosaic tile public art piece in downtown depicting Santa Ana's green parrots, in the amount of $3,000; (AGMT. No. 2018-178-01). b. Rogelio Reyes aka Roger Eyes R. (Artist) will create portraits of past and present labor workers from Santa Ana exhibit them at the Downtown Art Walk, in the amount of $3,000; (AGMT. No. 2018-178- 02). c. Kimberly Janet Duran (Artist) will create a public art exhibition in downtown, in the amount of $2,000; (AGMT. No. 2018-178-03). d. Greg Camphire (Artist) will provide two musical performances at the Heritage Museum and the Santa Ana Public Library highlighting people, places, and histories of Santa Ana, in the amount of $2,000; (AGMT. No. 2018-178-04). e. Ann Phong (Artist) will produce an art exhibition highlighting environmental awareness themes at the John Wayne Airport and the Vietnamese American Arts & Letters Association (VAALA), in the amount of $2,000; (AGMT. No. 2018-178-05). CITY COUNCIL MINUTES 8 JULY 17, 2018 10A-8 f. Bud Herrera (Artist) will create murals in downtown with images from the city's history and cultural heritage, in the amount of $2,000; (AGMT. No. 2018-178-06). g. Vietnamese American Ants & Letters Association (Organization) will produce a free filmmaking workshop series that will engage Santa Ana youth in digital filmmaking and storytelling, in the amount of $6,820; (AGMT. No. 2018-178-07). h. The Orange County Center for Contemporary Art (Organization) will provide a 3-month series of hands-on workshops, art field trips, and guest artist presentations to students from the Santa Ana Unified School District, in the amount of $6,770; (AGMT. No. 2018-178-08). i. Media Arts Santa Ana (Organization) will provide a multifaceted, multi -venue tribute to science fiction author and former Santa Ana resident Phillip K. Dick with free admission to Santa Ana residents, students, and teachers, in the amount of $6,690; (AGMT. No. 2018- 178-09). j. Heritage Museum of Orange County (Organization) will develop a mural with Santa Ana artists, students, and residents, depicting the rich cultural heritage capturing two historic milestones of Santa Ana: the 150th year anniversary of the founding in 1869 and the 130th year anniversary of the Santa Ana Unified School District, in the amount of $6,210; (AGMT. No. 2018-178-10). k. Active Learning Believe and Inspire [ALBI] (Organization) in partnership with the Delhi Center summer camp will provide visual ant and poetry lessons for students ages 5-15 depicting their own personal community superheroes, and showcase the work created by the students at various venues throughout the city, in the amount of$6,190; (AGMT. No. 2018-178-11). I. Orange County Children's Therapeutic Arts Center (Organization) will produce a large-scale youth art exhibition featuring the work of middle school students celebrating Santa Ana youth, history, culture, and diversity in partnership with the Mexican Consulate, Cambodian Family Community Center, and Southland Integrated Services, in the amount of $6,030; (AGMT. No. 2018-178-12). m. Outreach, Claire Trevor School of the Arts, UC Irvine (Organization) will provide scholarships for Santa Ana High School students to participate in college and career pathways in the arts workshops including transportation and meals, in the amount of $6,010; (AGMT. No. 2018-178-13). CITY COUNCIL MINUTES 9 JULY 17, 2018 10A-9 n. El Centro Cultural de Mexico (Organization) will produce a Dia del Nino -Day of the Child event on April 28, 2019, a free family arts festival celebrating the traditional Latin-American holiday that honors the important role of the child in the family and society in the amount of $5,690; (AGMT. No. 2018-178-14). o. Delhi Center (Organization) will present the history of the Delhi neighborhood through a permanent artistic display of student artwork capturing the history of the neighborhood since the late 1860's installed in the center's lobby in the amount of $5,590. (AGMT. No. 2018-178-15). 25D. APPROVE AN AGREEMENT WITH PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY FOR ADMINISTRATIVE, RECORDKEEPING AND COMMUNICATION SERVICES PERTAINING TO THE 457 DEFERRED COMPENSATION PLAN (STRATEGIC PLAN NO. 7, 4} — Finance and Management Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Prudential Retirement Insurance and Annuity Company ("Prudential") for the administrative, recordkeeping and communication services ("services") pertaining to the 457 Deferred Compensation Plan for an initial three-year term beginning October 1, 2018 through September 30, 2021, with a provision for a two-year extension exercisable by the City Manager and the City Attorney, subject to non -substantive changes approved by the City Manager and the City Attorney (AGMT. No. 2018-179). **END OF CONSENT CALENDAR** REGULAR BUSINESS CALENDAR RESOLUTIONS 55A. ADOPT RESOLUTIONS GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 6, 2018 AND REQUESTING BOARD OF SUPERVISORS OF THE COUNTY OF ORANGE TO CONSOLIDATE A GENERAL MUNICIPAL ELECTION WITH THE STATEWIDE GENERAL ELECTION (STRATEGIC PLAN NO. 5, 1) — Clerk of the Council Office Continued from the June 5, 2018 and June 19, 2018 City Council Meetings by a 6-0 vote (Martinez absent) and July 3, 2018. MOTION: Adopt resolutions and limit Candidate Statement to 200 Words. CITY COUNCIL MINUTES 10 JULY 17, 2018 10A-10 1. RESOLUTION NO. 2018-053 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR AND GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON NOVEMBER 6, 2018 TO ELECT CERTAIN MUNICIPAL OFFICERS AND REQUESTING THE BOARD OF SUPERVISORS OF ORANGE COUNTY CONSOLIDATE THE CITY'S GENERAL MUNICIPAL ELECTION WITH THE STATEWIDE GENERAL ELECTION 2. RESOLUTION NO. 2018-054 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING A SYSTEM FOR CANDIDATES WHOSE STATEMENTS ARE SUBMITTED TO THE ELECTORATE IN THE 2018 GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 6, 2018 TO PAY THE PRO RATA SHARE OF THE COST OF INCLUSION OF THEIR STATEMENT IN VOTER PAMPHLETS AND/OR ELECTRONIC COPY MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Solorio Benavides, Pulido, Sarmiento, Solorio, Tinajero, Villegas (6) None (0) None (0) Martinez (1) 55B. ADOPT RESOLUTIONS FOR SUBMISSION OF A PROPOSED CHARTER AMENDMENT TO CHARTER SECTIONS 101.2 AND 400 REGARDING BY WARD ELECTIONS FOR VOTER CONSIDERATION; REQUEST CONSOLIDATION WITH THE COUNTY AND GIVING NOTICE OF SAID ELECTION TO BE HELD ON NOVEMBER 6, 2018 (STRATEGIC PLAN NO. 5, 1) — Clerk of the Council Office Continued from the June 5, 2018 and June 19, 2018 City Council Meetings by a 6-0 vote (Martinez absent) and July 3, 2018. Council discussion ensued. Councilmember Benavides, noted item was brought before the City Council a number of months ago. Opined district election would take effect two years out and expressed support for item. CITY COUNCIL MINUTES 11 JULY 17, 2018 10A-11 Councilmember Sarmiento, opined previous attempt to place item before the voters during the June primaries was thwarted, delay in implementation of an additional two years, and expressed support for item. Councilmember Solorio, noted process has been a fluid process, litigation regarding California Voters Rights Act are not simple, and expressed importance of getting it right. Councilmember Villegas, opined current system is not a flawed or an illegal one, but simply a different system. Clerk of the Council Huizar, asked City Council to identify councilmembers who may author arguments; unanimous consent to authorize five members present with the exception of Mayor Pulido. Councilmember Tinajero, asked when is the deadline to submit arguments. Clerk noted that it would be July 31, 2018. City Attorney Carvalho, clarified that if more than three Councilmember draft an argument, a meeting would need to be called in order to discuss ballot argument to avoid Brown Act violations. MOTION: 1. Adopt resolutions. a. RESOLUTION NO. 2018-055 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR AND GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON NOVEMBER 6, 2018 FOR SUBMISSION TO THE VOTERS OF THE QUESTION OF WHETHER CITY CHARTER SECTIONS 101.2 AND 400 SHALL BE AMENDED REQUIRING CITY COUNCILMEMBER ELECTION FROM HIS OR HER RESIDENCY WARD AND ONLY BY REGISTERED VOTERS OF THAT WARD, INSTEAD OF CITY COUNCILMEMBER ELECTION BY THE REGISTERED VOTERS OF THE ENTIRE CITY, AND TO REQUIRE WARD BOUNDARIES TO COMPLY WITH STATE AND FEDERAL LAW, AND REQUESTING THE BOARD OF SUPERVISORS OF ORANGE COUNTY CONSOLIDATE THE CITY'S GENERAL MUNICIPAL ELECTION WITH THE STATEWIDE GENERAL ELECTION b. RESOLUTION NO. 2018-056 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SETTING FORTH THE LANGUAGE OF A BALLOT TITLE FOR A CITY CHARTER AMENDMENT REGARDING WHETHER CITY CHARTER SECTION 400 SHALL BE AMENDED REQUIRING CITY COUNCILMEMBER ELECTION FROM HIS OR HER RESIDENCY WARD AND ONLY BY REGISTERED VOTERS OF THAT WARD, INSTEAD OF CITY CITY COUNCIL MINUTES 12 JULY 17, 2018 10A-12 COUNCILMEMBER ELECTION BY REGISTERED VOTERS OF THE ENTIRE CITY, AND TO REQUIRE WARD BOUNDARIES TO BE DRAWN IN ACCORDANCE WITH LAW, TO BE INCLUDED ON THE BALLOT FOR THE 2018 GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 6, 2018 c. RESOLUTION NO. 2018-057 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR PROPOSED AMENDMENT TO THE SANTA ANA CHARTER REGARDING WHETHER CITY CHARTER SECTIONS 101.2 AND 400 SHALL BE AMENDED REQUIRING CITY COUNCILMEMBER ELECTION FROM HIS OR HER RESIDENCY WARD AND ONLY BY REGISTERED VOTERS OF THAT WARD, INSTEAD OF CITY COUNCILMEMBER ELECTION BY REGISTERED VOTERS OF THE ENTIRE CITY, WITH WARDS TO BE DRAWN IN ACCORDANCE WITH STATE AND FEDERAL LAW 2. Submittal of Impartial Analysis for voter consideration. 3. Authorize Councilmembers Sarmiento, Tinajero, Benavides, Villegas and Solorio to author Arguments for inclusion in the Voters Pamphlet. 4. Direct Clerk of the Council to publish legal notices as required by law. MOTION: Villegas SECOND: Benavides VOTE: AYES: Benavides, Pulido, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) 55C. DIRECT STAFF TO PLACE A PROPOSED BALLOT MEASURE FOR A SALES AND USE TAX MEASURE FOR GENERAL MUNICIPAL SERVICES AT THE NOVEMBER 6, 2018 GENERAL MUNICIPAL ELECTION; APPROVE RESOLUTIONS CALLING AND CONSOLIDATING THE ELECTION; AND AUTHORIZE COUNCILMEMBERS TO FILE ARGUMENT; DIRECT CITY ATTORNEY TO FILE IMPARTIAL ANALYSIS; AND OTHER RELATED ACTIONS {STRATEGIC PLAN NO. 5, 1} — City Manager's Office The following spoke on the matter: CITY COUNCIL MINUTES 13 JULY 17, 2018 10A-13 • Connie Hamilton, thanked City Council for supporting Connect -to -Council. Concerned with the increases and advising everyone to vote no on bond and tax increases. • Peter A. Katz, opined City of Santa Ana cannot afford a tax increase. Express opposition to tax increase. • Cecilia Iglesias, requested City Council to not place a sales tax increase on the ballot. Opined residents have been burdened with tax increases over the past ten years. • David Villagran, concerned with sales tax increase. • Magda Gomez, requested City Council to reconsider sales tax increase. Opined difficulty in buying basic needs and school supplies • Mike Tardif, expressed opposition to sales tax. Opined sales tax will negatively affect his business. • Peter Whittingham, representing Orange County Auto Dealers' Association, thanked City Council for amendments to create a buy local program and encouraged City Council to reaffirm their commitment. Council discussion ensued. Councilmember Benavides, noted fiscal year faces a $10 million deficit, revenue is not keeping up with expenses, and need to look at other economic developments. Opined not giving the residents opportunity to address deficit would likely cause the city to face a potential bankruptcy, need to take action or face a decrease in services, and necessity to have a sunset provision. Expressed concern over placing a tax burden on the residents in perpetuity. Expressed support for one and a half percent tax for 10 years, reduction to one percent for the remaining 10 years with sunset provision upon conclusion, and inclusion of citizen oversight review board to monitor how funds are expended. Asked if ballot title can be revised at a future date. Councilmember Villegas, opined city is not receiving sufficient revenue to sustain current services, current city employment vacancies at 189, and tax increase would allow city to make significant impact to provide services and repair of parks and streets. Noted Prop. 13 limits amount of revenue city can generate from properties, responsibility to inform residents, and need to allow residents to make the decision. Express support for one and a half percent tax increase for 10 years with sunset provision upon conclusion. Councilmember Tinajero, noted car sales tax is calculated by where the buyer lives and will not deter people from buying a car in Santa Ana, Santa Ana residents will receive tax back in the form of a rebate check, and groceries will not be taxed. Opined city does not receive sales tax for online purchases, need to pursue a buy local program, and residents will decide what quality of life they want. Directed staff to conduct community meetings and outreach. Councilmember Solorio, expressed opposition to tax increase. Opined sales tax is a regressive tax, tax proposal is largely a staff driven process, and tax CITY COUNCIL MINUTES 14 JULY 17, 2018 1 OA-14 measure is unclear and requires identification as to where tax revenue will be used. Expressed support in conducting outreach work in the community. Mayor Pulido, opined jail service implementation can generate $8 million in revenue, need to aggressively pursue a contract with U.S. Marshals, and tax increase would still be required in order to allow city to operate at a stronger level. Noted jail bond does not have a sunset provision, debt service will end in 2024, increase in employee contribution towards pension would save money, and expressed support for tax increase of one percent in perpetuity. City Manager Godinez, noted current employee pension rate is nine percent, public safety rate is eight percent, and City of El Monte adopted a tax measure to build up reserve for a five-year period. Recommended City Council to direct staff to bring forth a CIP program, identified several community needs and various maintenance needs. Mayor Pulido conveyed supports for a 1 percent in perpetuity, respects fellow councilmembers and understands their position in support of a 1 '/2 percent and concept of a sunset; however, should this motion fail and should there be a motion for lower level of 1 percent, it would be acceptable. Councilmember Sarmiento, asked revision to ballot title to read Santa Ana Neighborhood Safety, and Homeless Prevention, and Essential City Services Enhancement Measure, to replace one and a half percent to read one and a half cents, and to include the buy local program. City Attorney Carvalho, noted resolution requires precise language to be included and possibility to call for a special meeting. MOTION: 1. Modify position taken at the July 3, 2018, City Council meeting to place a 1.5 cent rather than a 1 cent add on sales and use tax measure to be referred to as the Santa Ana Neighborhood Safety and Essential City Services Protection Measure, on the November 6, 2018 General Municipal Election ballot, and impose through 2029 and reduced to 1 cent in 2031, along with having a Citizen's Review Oversight Board to ensure fiscal prudent decisions are implemented. 2. Adopt resolution. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR THE PLACEMENT ON THE BALLOT OF A MEASURE FOR THE NOVEMBER 6, 2018 GENERAL MUNICIPAL ELECTION FOR THE SUBMISSION TO THE QUALIFIED VOTERS OF A PROPOSED ORDINANCE REGARDING A GENERAL SALES TAX MEASURE AND PROVIDING FOR THE FILING OF ARGUMENT AND REBUTTAL STATEMENTS (RESOLUTION TO BE AMENDED) CITY COUNCIL MINUTES 15 JULY 17, 2018 10A-15 3. Request that the Board of Supervisors of Orange County Consolidate the City's General Municipal Election with the Statewide General Election. 4. Authorize the filing of Arguments and Rebuttals. a. Designate Councilmember to author an Argument and Rebuttal statement. b. Deadline to file Arguments will be set for July 31, 2018 at 5 p.m. 5. Direct the City Attorney to prepare Impartial Analysis. 6. Direct Clerk of the Council to publish legal notices as required by law. MOTION: Benavides SECOND: Villegas VOTE: AYES: Benavides, Sarmiento, Tinajero, Villegas (4) NOES: Pulido, Solorio (2)* ABSTAIN: None (0) ABSENT: Martinez(1) Mayor Pulido conveyed a support of a 1 cent. Councilmember Sarmiento, asked item to be reconsidered. Opined misleading comments were made; presumption Mayor Pulido was supportive of the motion, and edits were made because Mayor was supportive on the record for the motion that was discussed. Moved to reconsider vote. Mayor Pulido, noted if motion failed he would have voted for one percent tax and his prior articulation of various methods to save money. Expressed support for a one cent tax in perpetuity. Opined placing one and a half percent tax before the voters is difficult knowing there are other methods to generate revenue, upcoming windfall from utility user tax and cannabis tax revenue, and greater chance to have one cent sales passed by voters. Councilmember Tinajero, opined Mayor Pulido is being challenged in November and is protecting himself instead of protecting the city. Councilmember Benavides, opined Mayor Pulido expressed support for motion but preferred one percent measure. Asked staff to clarify why staff recommendation is one and a half percent. Noted one and a half percent measure would allow room for capital improvement projects. MOTION: Reconsider matter by maker of the motion. CITY COUNCIL MINUTES 16 JULY 17, 2018 10A-16 MOTION: Benavides SECOND: Sarmiento VOTE: AYES: Benavides, Pulido, Sarmiento, Tinajero, (4) NOES: Villegas (1) ABSTAIN: None (0) ABSENT: Martinez (1) Mayor Pulido motioned in favor of a 1 percent tax increase in perpetuity. Motion failed due to a lack of a second. Councilmember Benavides motioned for original motion. Motion failed due to a lack of a second. Mayor Pulido motioned in favor of a 1 cent in perpetuity sales tax to be placed before the voters with a friendly amendment to include a 20 year time span, and seconded by Sarmiento. Council recessed at 8:01 p.m. and reconvened at 8:03 p.m. with same members present. Mayor Pulido re -motioned in favor of a 1 cent tax increase for 20 years, and seconded by Sarmiento. Councilmember Benavides requested clarification. City Manager Godinez, noted staff recommendation of one and a half percent tax was made to address projected shortfalls to bridge across PERS costs and will cover the bulk of the deficit for five years before it stabilizes, opportunity to utilize additional revenue for capital improvement projects, and a one cent tax would only keep city solvent and simply keep status quo. Mayor Pulido reiterated his position of his support for a 1 cent sales tax and motioned; seconded by Councilmember Sarmiento. Motion failed 2-4 (Martinez absent.. RECONSIDER ORIGINAL MOTION; 1. Modify position taken at the July 3, 2018, City Council meeting to place a 1.5 cent rather than a 1 cent add on sales and use tax measure to be referred to as the Santa Ana Neighborhood Safety and Essential City CITY COUNCIL MINUTES 17 JULY 17, 2018 1OA-17 Services Protection Measure, on the November 6, 2018 General Municipal Election ballot, and impose through 2029 and reduced to 1 cent in 2031. 2. Adopt resolution. RESOLUTION NO. 2018-058 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR THE PLACEMENT ON THE BALLOT OF A MEASURE FOR THE NOVEMBER 6, 2018 GENERAL MUNICIPAL ELECTION FOR THE SUBMISSION TO THE QUALIFIED VOTERS OF A PROPOSED ORDINANCE REGARDING A GENERAL SALES TAX MEASURE AND PROVIDING FOR THE FILING OF ARGUMENT AND REBUTTAL STATEMENTS (RESOLUTION TO BE AMENDED) 3. Request that the Board of Supervisors of Orange County Consolidate the City's General Municipal Election with the Statewide General Election. 4. Authorize the filing of Arguments and Rebuttals. a. Designate Councilmember Tinajero, Villegas and Benavides to author an Argument and Rebuttal statement. b. Deadline to file Arguments will be set for July 31, 2018 at 5 p.m. 5. Direct the City Attorney to prepare Impartial Analysis. 6. Direct Clerk of the Council to publish legal notices as required by law. MOTION: Benavides SECOND: Villegas VOTE: AYES: Benavides, Sarmiento, Tinajero, Villegas (4) NOES: Pulido, Solorio (2) ABSTAIN: None (0) ABSENT: Martinez (1) 55D. ADOPT RESOLUTION APPROVING CITY'S ANNUAL STATEMENT OF INVESTMENT POLICY 2018-19; RECEIVE AND FILE ANNUAL STATEMENT OF INVESTMENT POLICY 2018-19 {STRATEGIC PLAN NO. 4, 1) — Finance and Management Services Agency MOTION: 1. Adopt a resolution. CITY COUNCIL MINUTES 18 JULY 17, 2018 10A-18 RESOLUTION NO. 2018-059 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE CITY'S STATEMENT OF INVESTMENT POLICY 2. Receive and file the Annual Statement of Investment Policy 2018-2019. MOTION: Villegas SECOND: Solorio VOTE: AYES: Benavides, Pulido, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) 55E. ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE A SUB -GRANT AGREEMENT AND RECEIVE FUNDS FROM THE CALIFORNIA EMPLOYMENT DEVELOPMENT DEPARTMENT FOR THE FEDERAL WORKFORCE INNOVATION AND OPPORTUNITY ACT {STRATEGIC PLAN NO 2, 4) — Community Development Agency Councilmember Solorio, noted Santa Ana Works Center relocation closer to city hall and future opportunity to relocate to the second floor in city hall. Opined possibility to rent parts of city hall to generate revenue. City Clerk Huizar, noted need to identify councilmembers who will author argument for the record. MOTION. 1. Adopt a resolution. RESOLUTION NO. 2018-060 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE A SUBGRANT AGREEMENT AND ALL NECESSARY DOCUMENTS TO RECEIVE FUNDS FOR THE WORKFORCE INNOVATION AND OPPORTUNITY ACT WITH THE STATE OF CALIFORNIA, WORKFORCE SERVICES DIVISION, THROUGH PROGRAM YEAR 2021 2. Authorize the City Manager and Clerk of the Council to execute the sub - grant agreement and all necessary documents with the State of California Employment Development Department, for a period from April 1, 2018 to June 30, 2020, for an amount of $862,145, subject to CITY COUNCIL MINUTES 19 JULY 17, 2018 10A-19 non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-180). MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: SECOND: Tinajero Benavides, Pulido, Sarmiento, Solorio, Tinajero, Villegas (6) None (0) None (0) ABSENT: Martinez (1) CLERK OF THE COUNCIL HUIZAR ADMINISTERED THE OATH OF OFFICE TO JOSEPH ACEVEDO, YOUTH COMMISSIONER. PUBLIC HEARING 75A. PUBLIC HEARING — AMENDMENT APPLICATION NO. 2018-05 TO REZONE THE PROPERTY LOCATED AT 1440-1450 EAST SEVENTEENTH STREET FOR RELOCATION OF EDNOVATE CHARTER HIGH SCHOOL — PACIFIC WEST COMMUNITIES, INC., APPLICANT {STRATEGIC PLAN NO. 3, 2) — Planning and Building Agency Planning Commission approved recommended action on June 25, 2018 by a vote of 5-1 (Mendoza dissented). Legal Notice published in the Orange County Reporter on July 6, 2018 and notices mailed on July 5, 2018. Mayor Pulido opened the Hearing. The following spoke on the matter: • Asim Sultan, opined members of the community support business occupation of vacant buildings but will not compromise the safety of their families. Express opposition to item and requested City Council to consider safety concerns. • Alvaro Ramirez, expressed opposition project and read correspondence addressed to Councilmember Benavides. • Cecilia Iglesias, expressed support for recommendation from Planning Commission. • Mike Tardiff, addressed City Council to express support for project. • Darren Berberian, President of Golden West Communities, opined project took into consideration traffic impact, report was provided to planning commission, and project layout is the most efficient to reduce traffic impact. CITY COUNCIL MINUTES 20 JULY 17, 2018 1 OA-20 The Hearing closed. Council discussion ensued. Director of Planning and Building Thai clarified request is to have the zoning be consistent with the General Plan. Planning Manager Neal pointed out that in accordance with the current zoning, the majority of the site is C5 which is existing, non -conforming thus, school is allowed in the location by right. • School use allowed by right in the Arterial Commercial (C-5) zoning district and is not affected by this action. • Proposed action is intended to clean-up Inconsistent zoning and general plan land use designations. • Approval of the amendment application will make the zoning consistent with the General Plan designation of General Commercial. • Proposal is consistent with goals and objectives of the General Plan. CITY COUNCIL MINUTES 21 JULY 17, 2018 1 OA-21 Mayor Pulido, asked staff to address traffic issue, noted council vote will not impact occupation by charter school, school is already located in the City of Santa Ana, and school's current location has a similar location with minimal impact. Recommended applicant share traffic study with residents and conduct further outreach. Director Thai, noted traffic queuing may be revised to allow all queuing to occur on site and not impact the street and zone change will allow consistency with general plan. Staff Member, noted school's current location is similar to proposed relocation and has operates with minimal impact, current zoning is C5 with a portion as R1, and proposed zoning change allow proposed addition and consistency. Councilmember Tinajero, asked staff if any meetings with applicant have occurred. Noted concerns from residents and impact on quality of life. Opined there has been insufficient communication with residents. Councilmember Villegas, asked applicant representative if expansion would add a second floor and current enrollment. Councilmember Sarmiento, opined potential enrollment may double by 2020, proposal would increase from original use, and expansion may have a tangible effect on the residents. Noted only one community meeting outreach has been conducted and expressed need to pursue further community outreach. MOTION: Continue consideration of matter for 30 days, to the August 21, 2018 City Council Meeting. MOTION: Sarmiento SECOND: Tinajero CITY COUNCIL MINUTES 22 JULY 17, 2018 1 OA-22 VOTE: AYES: Benavides, Pulido, Sarmiento, Tinajero, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Solorio (2) RECESSED CITY COUNCIL MEETING AT 8:49 P.M. AND CONVENED THE HOUSING AUTHORITY MEETING. ADJOURNED THE HOUSING AUTHORITY AND CONVENED THE SUCCESSOR AGENCY MEETING AND RECONVENED TO THE COUNCIL MEETING WITH SAME MEMBERS PRESENT AT 8:50 P.M. WORK STUDY SESSION WS. GENERAL PLAN UPDATE — Planning and Building Agency Planning and Building Agency Director Thai, introduced the work study session and Planning Manager Neal, presented. CITY COUNCIL MINUTES 23 JULY 17, 2018 1 OA-23 "Big Picture" Objectives Protect, enhance and transform the community Address priority 'areas - on `Santa An A Fresh Approach- Our Product NEW GENERA[ PLAN will contain three (3) sections to cover all seven (7) required elements plus optional elements (11 total): Section One: Built Environment Section Two: Natural Environment Section Three: Services & Infrastructure Proposed Elements :m.°. • Land Use • Urban Design & Architecture • Historic Preservation • Economic Development • Open Space _ • Conservation • Safety • • Noise Mw • Community Facilities ■ • Mobility/Circulation ■ ®O • Housine 2016: Community Outreach Program • General Plan Video • 40 Meetings • Youth Summer Program • Pop-up events Citywide • Summarized in Community Outreach Executive Summary 2017: General Plan Advisory Group • 14 GPAG Meetings in 2017 Issues Identification Review Draft Vision Statements Creation of draft Goals and Policies • Land Use Concept Map Our Vision Santa Ana is a city that promotes the health & wellness of all residents, it has a civic culture that actively embraces the power of diversity; our city invests in resources that create economic opportunities for the next generation, and it is a community that celebrates our past while working together to create a sustainable future. HEA EQUITY ren, Council discussion ensued: Councilmember Benavides, opined a shared vision will drive the city, asked if zones identified for development are being included in the general plan, and if transit options are being considered. • Staff, noted zones identified for development are included in the general plan and an update to best practices. • Director Thai, noted multiple modes of transportation are being considered and expressed interest in meeting with Councilmembers to discuss further. • Councilmember Tinajero, directed staff to meet to discuss district approved charter schools and to include language in master plan that will not allow any additional charter schools unless they are district approved. CITY COUNCIL MINUTES 26 JULY 17, 2018 1 OA-26 • Mayor Pulido, opined county charter approval process is thorough, many charter schools that are not district approved are very successful, and charter schools are an asset to the community. Provided update on Orange County Street Car project and directed staff to ensure project is part of the general plan. • Councilman Sarmiento, opined difficulty in finding solutions when working with an antiquated general plan. • City Manager Godinez, noted City of Santa Ana's lead in Orange County Street Car project and pending project approval by Orange County Transportation Authority (OCTA). COMMENTS PUBLIC COMMENTS. • Laura Perez, addressed City Council to provide update on 4th of July event and expressed concern as to presence of hate groups. • Lizzie M. Lyles, expressed concern as to fireworks and urged City Council to ban all fireworks. • Dale Helvig, opined City Council should be asking questions about 2525 Main Street development. • Naui Huitzilopochtli, expressed concern over racially divisive acts committed by Ms. Moreno and her participation in city sponsored events • Perla Dionicio, expressed concern over city allowing Ms. Moreno in organizing city sponsored events that attract hate groups. • Gary Thomas, express concern over proper representation in the city. • Patty Sigman-Maize, expressed opposition to 2525 Main Street development project. 90A. CITY MANAGER'S COMMENTS 90B. CITY COUNCILMEMBER COMMENTS Name Chair Meeting Date a. Public Safety, Code Enforcement and Tinajero 7/10/2018 Neighborhood Empowerment Committee RECONVENED TO THE CLOSED SESSION AT 9:37 P.M. THERE WAS NO REPORTABLE ACTION. CITY COUNCIL MINUTES 27 JULY 17, 2018 1 OA-27 ADJOURNED- 10:20 P.M. - The regular meeting scheduled for August 7, 2018 has been canceled. The next regular meeting of the City Council will be held on Tuesday, August 21, 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. Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Policy on Use of General Reserve and Enterprise Funds Amendment to Metro East Mixed -Use Overlay District • Jail Reuse Study CITY COUNCIL MINUTES 28 JULY 17, 2018 1 OA-28 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: BOARDS AND COMMISSIONS BIANNUAL ATTENDANCE REPORT JANUARY THROUGH JUNE 2018 (STRATEGIC PLAN NO. 5, 1) CJIY MANAGER RECOMMENDED ACTIONS CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file Boards and Commissions Biannual Attendance Report. DISCUSSION The Boards and Commissions Attendance Report is prepared biannually to inform the Council regarding member attendance at Board or Commission meetings. This report covers the period of January through June 2018. Pursuant to Council policy, the City Council may remove board or commission members who incur four (4) unexcused absences within the six-month reporting period. Also, Charter Section 901(c) provides that a member of a board or commission who absents him/herself from two (2) regular meetings of such board or commission, consecutively, unless by permission of such board or commission expressed in its official minutes, or fails to attend at least one-half ('/2) of the regular meetings of such board or commission within a calendar year, the office shall become vacant and shall be so declared by the City Council. Examination of the attendance report reveals that no current members have exceeded the limits for permitted absences. Therefore, the only action required is to receive and file the report. STRATEGIC PLAN Approval of this matter allows us to meet Goal #5. Community Health, Livability, Engagement & Sustainability, Priority #1, Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities. 13A-1 Boards and Commission Biannual Report August 21, 2018 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Maria D. Huizar Clerk of the Council Exhibit: 1. Biannual Attendance Reports (9) 13A-2 EXHIBIT 1 Biannual Attendance Reports (9) 13A-3 13A-4 5 z 0 0 V l" V0 Q0W Z 2 a iD Q120 0Z Q VW3 `L I L Q � J� a z z _Q m \M a z z 0 W N g O V G G' O m N d w � W O °1 � C V dU� d N d W � dU� N w J_G C d d Of x x x x x w U� o: M a �v M x x x x x } w m G L m w d U. ,� a x x W x x Q� �- zw nd co x x x x x w 'rj O Z 0. 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(D CP x x x x x LU Lu 0: ZLU ui C LU LU IZ w a: LU D) Lu 0 LU u 0 0 LU _j 0 u 2 < (.3 2 2LUL z ta V u x 0 C m I JA-1 5 13A-16 13A-17 13A-18 ,2 x I x I x I x I x I x I w I uj I I x I Lu x I x I x I x I x I LU I x I_ I x I LU I 0. �Lu 0 4 M 13A-1 9 n 0 3 m m z W m z zZ m m u� b M 7 a m a m b c 3 ° fD ° s 3 cri 7C Er a N (n 1D W m a to Q r M. D M (D 7 m O o y-' d m ., ID 5 a D a K 7 y D d 7 a)�. 3 m M ID ID; D z x x x m c x c x J � O d � m N M M m v w � U3c Pr oA N 3 M w3 m x x m� 0 = w d N 3 N F 0 r w d N 3 ° m w x x x x m x m x tooy o� d w N A M G .. L x CO Z am d M (n 13A-20 J U Z 0 0 U }co ^ UN N Q0W Z �-jL0 ��// < X O NllJO� 0Z UZ< F• Z Q Q J� Qv Z _Q m N al w Ri W Z m � C al to X X X X X X X m X X co N m w Q m � c a W W X X X X X X X W W En aa) �° _o �m IL c Q :) W N X X X X X X X X X X X N 2 � U� Q rn w ) M X m X X X X X X W X X N a cc Q � tm � C im LL g N X X W X X X W X W X X N 0 z ._c � a) LU 7 v Q N 7 7 E C c N CO C N 9 c 'Occ Z 'O N N ci N 7 N '� N tm 7 �: lea .0. N N N C« d 0 0`0 m O � of �N d m� Q¢ ttn as Ac0 m¢ U m¢ 9N m o t Nc'7 m o 07 �_ o a7� v `o 0 o N 'O O 'O m 'D W v c LU V� d U a W �� O �� m-O m `m c� y c� v _N 0. a� y,2 m� -3 13A-21 u". A tJ z 0 o p m � m z y M �a D m m z 0 z n m X m ._ D CD a a m m x 0 c N co a D Q N A 7 n CD x X C! C (D fD O. D Q U1 fD 7 n A 13A-22 CITY OF SANTA ANA Youth, Education & Community Services City Council Committee Monday, April 23, 2018 — 5:30 p.m. CALL TO ORDER PLEDGE OF LEGIANCE AGENDA City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Councilmembers Villegas (Chairperson) , Benavides & Tinajero Staff: Raul Godinez II, City Manager; Gerardo Mouet, Exec. Director PRCSA. Recording Secretary: Ron Ono, Admin Services Manager 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 Approval of Community Services Minutes of the January 22, 2018 meeting 2. Update on Security Lights and Security Cameras at Parks 3. Update on Calls for Police Service at Parks 4. Park Project Update and Park Bond Plan a. Receive and file presentation on park projects in progress and project wish list for Park Bon( 5. Update on Youth Services Supervisor a. Receive and file presentation by Youth Services Supervisor If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at [ (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for �? accessibility to this meeting. [Americans with Disabilities Act, Title ll, 28 CFR 35.102] Santa Ana City Council Miguel A. Pulido, Michele Martinez, t Vicente Sa rniento, j Jose solodo, j P. David Benavides, 1 Juan Villegas. i Sal Tinajero, Mayor Mayor Pro Tern, i Ward1 i Ward3 I Ward4 i Ward6 i Ward6 Mana�aumna,a,ea I Ward2yszmremecs,r>.�a wa i Jsdama:amsa�ava i cssna,mes�maam6s,a om rvmR,to', 1 i i sen<+emm+amaan i MMammzOzmnaaia i I i i i City Hall, 20 Civic Center Plaza • P 19 • Santa Ana, California 92702 Mayor & Council Telephone: 714-647.6900 • Agend�ll lass: 714.647.6520 • websile: www.santa-ana.ora 6. Update on Partnership Efforts with the Santa Ana Unified School District a. Receive and file presentation on status of report of partnership efforts with SAUSD 7. Discuss City Agenda Items for Upcoming SAUSD/City Joint Policy Committee Meeting COMMITTEE MEMBER COMMENTS FUTURE AGENDA ITEMS ADJOURNMENT — The next regular meeting of the Youth, Education & Community Services City Council Committee meeting schedule for Monday July 23, 2018 at 5:30pm City Hall Ross Annex Room 1600. x ' If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at / (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title[], 28 CFR 35.102] Santa Ana City Council Miguel A. Pulido, i Michele Martinez, i Vicente Sarmiento, I Jose Solodo, I P. David Benavides, ? Juan Villegas, I Sal ayom. TinaJero, Mr i Mayor Pro Tern Ward Ward [ Ward i Ward i Ward MiuAdsdiamaanaom I Ward iysaimierWm.anaanaw i i �id¢,y@zama.n MM.me,ozleuma.xa.mo I 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 Item Inquiries: 714-647.652D • website: www.santa. na.orc 13B-2 MINUTES OF A SPECIAL MEETING OF THE YOUTH, EDUCATION & COMMUNITY SERVICES COUNCIL COMMITTEE April 23, 2018 CALL TO ORDER Meeting convened at 5:39 p.m. at Santa Ana City Hall Ross Annex Room 1600; 20 Civic Center Plaza, Santa Ana, California 92702. ATTENDANCE Council members Prese'nf "Juan Villegas (Chairperson) David Benavides Sal Tinajero (Absence Excused) Staff Present: Raul Godinez II, City Manager Gerardo Mouet, Executive Director PRCSA Jeannie Jurado, Community Services Manager Ron Ono, Administrative Services Manager Luis Barragan, SAPD Corporal Cheryl Eberly, Youth Services Supervisor Hiram Uribe, Graphic Designer PUBLIC COMMENTS: No Public Comments AGENDA ITEMS 1. APPROVAL OF COMMUNITY SERVICES COUNCIL COMMITTEE MINUTES o Community Services Council Committee Minutes of January 22, 2018 was reviewed and approved as presented. o Motion by: Councilmember Benavides Second by: Villegas • Motion approved unanimously. 2. UPDATE ON SECURITY'LIGHTS AND SECURITY CAMERAS AT PARKS o Ron Ono proGided information on security lights and camera schedule. - Indicated LEb'aecurity lighting at 8 parks were recently completed in the amount of $1`million. LED security lighting for an additional 10 parks is funded this ydarin the amount of $2 million. Indicated security cameras is funded in th'e'arriount of $1 million and cameras in 2 parks were recently completed. o Councilman Benavides asked how long the security lighting will be on. Staff responded they are programed to be on during park hours and will shut off when park is closed. Youth, Rec. & Comm. Svs. Committee Mtg Page 1 April 23, 2018 13B-3 o Councilman Benavides asked on the amount of cameras to be placed in the park. Staff responded the amount and location is based on the park size. o Corporal Barragan provided information on security camera and Code Blue installation and areas it will cover. Code Blue will have a 911 button and an information button. o Corporal Barragan indicated although camera will project current time images, it will not be monitored on a regular basis. It will preserve a recording for a year for review if an incident occurred. It also includes a PA feature. 3. UPDATE ON CALLS FOR POLICE SERVICE AT PARKS o Corporal Barragan indicated there were 63 parks and recreational facilities in the city. Calls includedl) calls for service, 2) officer initiated activity. Calls for service on bike trails were not included. o Councilman Benavides indicated the installation of cameras and security lighting will help reduce calls for service. Asked about the status of the Park Ranger Program. o Corporal Barragan indicated the difficulty in getting qualified candidates. Recently reclassified the position to put individual through the academy. 45 individuals took the test, 39 passed, 11 showed up for the interview and 2 were selected to proceed to the Police Academy in July. They will be fully sworn officers in a Park Ranger vehicle. We currently have one -part time ranger that is assigned on weekends. o Councilman Benavides asked how many officers patrol the.park. Officer Barragan indicate one officer per day. o Director Mouet indicated the calls go to SAPID dispatch, if it is perceived as dangerous other SAPID Officers will respond as backup. The six parks receiving cameras have high calls for service. Cameras should be placed in parks with high calls for service. This is a great program of which other communities are requesting cameras in their park. o Councilman Villegas indicated the community is requesting quicker response time. We need to help expedite the hiring of Park Rangers. o Councilman Benavides indicated at one time there was a discussion to make the Park Rangers a non -sworn position. o Director Mouet explained the history of the Park Ranger Program. Initially the Park Rangers did not carry guns. City Council later approved the Rangers to carry weapons. City had a difficult time hiring rangers and went to hiring retired police officers. The program worked well until the city was faced with the annuitant issue. Because Rangers were caring weapons it made sense to transfer the program to SAPD, so they can be properly trained with the other officers. o Councilman Benavides indicated it would be less costly to have non -sworn officers working with sworn officers. Youth, Rec. & Comm. Svs. Committee Mtg Page 2 April 23, 2018 13B-4 o Councilman Villegas indicated when rangers respond to a call they need to have the proper protection by carrying firearms and he prefers to have the ranger program in SAPD. The program needs to be discussed with the Public Safety Committee. 4. PARK PROJECT UPDATE AND PARK BOND PLAN o Director Mouet indicated Proposition 68 is scheduled for the June election ballot. This will provide $4 billion Park Bond for park improvements. 2/3 will go to the State and 1/3 to cities. Most of the bond funding will be competitive, but a portion will be distributed to cities on a per Capita basis. Most of the park bond will be competitive. One component in the bond measure will provide $16 million to the Santa Ana River Conservancy for projects along the SA River or contributory creeks. We identified possible projects 1) Centennial Lake Renovation, 2) Santa Anita Park Expansion, 3) Centennial Eco Friendly Riparian Exploration Trail Corridor, 4) Jackson School/Windsor Park Joint Use Aquaponics and Farmbot Stem Program 5) Spurgeon Synthetic Field, Track and Park, 6) Santa Anita Synthetic Turf, and 7) Santa Anita Recreation Center Renovation. We also identified projects that will be shovel ready for the competitive portion of the grant. These projects include 1) Centennial Lake Renovation, 2) 61h/Lacy Park, 3) Santiago Gashouse, 4) SA Zoo Exhibit, 5) Santa Anita Synthetic Turf Project. The presentation also included other key park improvements needed in the area of 1) Park addition, 2) New Park Development, 3) Facility Renovation, 4) Recreation addition, 5) Sports Lighting Renovation, 6) Swimming Pool resurfacing, 7) Play Equipment Upgrades, and 8) Security Lighting Renovation. o Councilman Benavides asked about the Santiago Gashouse project and Director Mouet explained the proposed improvements. o Director Mouet indicated the proposed projects for the Santa Ana River Conservancy that totaled $9 million was sent to the city's Lobbyist (Townsend Public Affairs). o City Manager Godinez indicated Assembly member Daly was involved with supporting the Park Bond so we put Townsend Public Affairs is in communication with Assembly member Daly on our projects. 5. UPDATE ON YOUTH SERVICES SUPERVISOR o Gerardo Mouet introduced Cheryl Eberly, Youth Services Supervisor. Cheryl provided background on herself, starting in the SA Library History room, working with Youth Volunteers, Young Adults and Teens, and grants. o Cheryl explained he Seeds to Trees Santa Ana Program that work with the community to nurture, empower, and engage youth. Phase 1 was to explore the Youth and Youth Stakeholders, from the City organization, educational institutions, county government, non-profit organizations, religious base organization and the private sector. Developed data/location on youth serving organizations for the first 6 months. Youth, Rec. & Comm. Svs. Committee Mtg Page 3 April 23, 2018 d9 7 Beginning on Phase II to identify resources, assets and challenges for the next 6 months. Phase 3 will include creating a Web portal for training and workshops. Phase 4 will include cultivating a 10-year Master Plan to build on collaboration, findings, challenges for community youth. o Councilman Benavides was impressed with the program and indicated this is a young dense city with tremendous opportunities. o Councilman Villegas indicated it is disturbing that 60% of Latino kids does not finish the program. He is also concerned about the seniors and indicated a Senior Services Supervisor position is needed to help the seniors. 6. UPDATE ON PARTNERSHIP EFFORTS WITH THE SANTA ANA UNIFIED SCHOOL DISTRICT o Gerardo Mouet indicated at the January 29th Joint Policy meeting the SAUSD asked for a report outlining all the Joint Use agreements. The draft report was sent to the district to review and discuss at the next meeting. The meeting was canceled and dates have been identified for re- scheduling the meeting. o Ron Ono indicated we recently completed 3 Joint Use projects; Garfield, Willard and Roosevelt/Walker. The 3 sites are on district property and construction was managed by the district. With the addition of these 3 sites the City has a total of 8 Joint Use agreements with SAUSD. o Jeannie Jurado explained that certain parks are not part of the Joint Use agreement that are used by the SAUSD, such as Centennial Park field #5 & #6, Dan Young Soccer Complex, SA Stadium, Lillie King Park and El Salvador Park. The City provides the district first priority use of their facilities in the Joint Use agreement and does not charge the district. o Director Mouet explained that the district is charged for use of other park sites that are not part of the joint use agreement, but in most cases the district use is co -sponsored with no charge. Third party use of school sites is charged a fee and monies are given to the district. Director Mouet explained what the city charges to the district and what is free. He also explained neighborhood organizations also uses school property. o Director Mouet indicated we have 8 separate Joint Use Agreements that should be on one Master Joint Use Agreement to be consistent on managing these properties. o Councilman Villegas indicated we need an update on the Master Joint Use Agreement. o Councilman Benavides indicated the City has provided land to the district and we need to look into those sites. o Director Mouet indicated the SAUSD Administration Building site was provided to the district by the city. o Councilman Benavides indicated it would be helpful to provide context, as we negotiate with the District on the water tower property by providing an inventory of all parcels of land the city provided to the district. Reminded staff to provide this information. Youth, Rec. & Comm. Svs. Committee Mtg Page 4 April 23, 2018 13B-6 7. DISCUSS CITY AGENDA ITEMS FOR UPCOMMING SAUSD/CITY JOINT POLICY o Update on Roosevelt/Walker Improvements o Presentation on the Seed to Trees Santa Ana o Master Joint Use Agreement o Crossing Guard Program o Update on Homelessness o Update on the Water Tower COMMITTEE MEMBER COMMENTS o None FUTURE AGENDA ITEMS o None MEETING ADJOURNED: 7:21 P.M. Next regular meeting of the Youth, Education and Community Services City Council Committee is scheduled for Monday July 23, 2018; 5:30pm City Hall Ross Annex Room 1600. Ron Ono Recording Secretary Youth, Rec. & Comm. Svs. Committee Mtg Page 5 April 23, 2018 13B-7 IJ 13B-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: REAPPOINT BRENT BEASELY, ROBERT RUIZ, STACEY SANCHEZ AND ANDY WADHERA TO THE WORKFORCE DEVELOPMENT BOARD FOR A FOUR YEAR TERM EXPIRING MAY 31, 2022 (STRATEGIC PLAN 5,1) CIA PANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Reappoint Brent Beasley, Robert Ruiz, Stacey Sanchez, and Andy Wadhera to the Santa Ana Workforce Development Board for a four-year term expiring May 31, 2022. WORKFORCE DEVELOPMENT BOARD - EXECUTIVE COMMITTEE RECOMMENDATION At its special meeting of August 8, 2018, by a vote of 4:0 (Alegre and Perez absent), the Executive Committee of the Workforce Development Board approved the recommended action. DISCUSSION On May 17, 2016, the Santa Ana City Council adopted Resolution 2016-031 establishing the Santa Ana Workforce Development Board (WDB) and appointed 25 members. In accordance with the federal Workforce Innovation and Opportunity Act (WIOA) Section 107(b)(2)(A-D) a local WDB board is to be comprised of representatives from specific categories and that the number of WDB members in the categories be proportional in different ways to the total membership while maintaining a greater than 50 percent representation from the business sector. WDB Board members are to be appointed by Council under the categories of membership, prescribed by law, as follows: • Representatives from local businesses 13 members • Representative from labor, labor registered 5 members (Apprenticeship, and community Based Organization) • Representatives from local education institutions 3 members • Representative from government entities 4 members (Dept. of Rehabilitation, Social Services Agency, EDD, and Economic Development) 13C-1 Reappoint Members to WDB Board for a 4-Year Term August 21, 2018 Page 2 Presently, there are four members whose terms expired May 2018 and are being recommended for reappointment for a four-year term. Mr. Brent Beasley and Mr. Robert Ruiz each represent labor/apprenticeship and Ms. Stacey Sanchez and Mr. Andy Wadhera represent the business sector. All reappointing members are active and committed to the goals of the City of Santa Ana and of the Workforce Development Board. STRATEGIC PLAN ALIGNMENT Approval assists the City in meeting Goal # 5 (Community Health, Livability, Engagement and 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. Steven A. Mendoza Executive Director Community Development Agency SAM/DS/bz 13C-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: RECEIVE AND FILE PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR JULY 2018 (STRATEGIC PLAN NO. 5, 1) CI Y ANAGER RECOMMENDED ACTION CLERK.OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I$' Reading ❑ Ordinance on 2n° 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 July 2018. DISCUSSION The July 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 for all projects is available on the City's website at: hhtt ://www.santa-ana.orq/pwa/documents/ExecutiveMonthlyCIPJuly2018.pdf The following remarks are provided to note significant matters related to CIP projects: Warner Avenue Improvements Warner Avenue Improvements Phase 1 from Main Street to Oak Street began the acquisition process in August 2017, and staff anticipates completion of this phase by spring 2019. In October 2017, the City applied for construction funding for Phase 1, and right of way funding for Phase 2A (Oak to Standard) and Phase 2B (Standard to Grand) through the Orange County Transportation Authority (OCTA) Comprehensive Transportation Funding Program (CTFP). On June 11, 2018, the OCTA board approved the funding in the amount of $15 million for both phases, comprising 47% of the total CTFP monies awarded to Orange County applicants for 2017-18 allocations. At the July 17, 2018 meeting, City Council approved the recommendation of Public Works Agency staff to set a public hearing on October 16, 2018 to establish an underground utility 19C-1 Monthly CIP Executive Report for July 2018 August 21, 2018 Page 2 district for Warner Avenue from Main Street to Grand Avenue. Staff will coordinate with the impacted utility companies, and inform the surrounding neighborhoods at future meetings. Additionally, the Warner Water Main Improvements from Main Street to Oak Street project is currently underway. This project includes replacement of approximately 1,700 linear feet of 18"- 20" water feeder line, and approximately 1,200 linear feet of F-12" of water distribution mains. Other components include fire hydrants, valves, and related appurtenances to water construction. Project design funds have been allocated for this fiscal year 2018/19, and additional funding will be allocated for the construction phase in fiscal year 2019/20. This project is currently in the planning phase and it is anticipated to begin the design phase by late summer. Omnibus Concrete Repair (Citywide) Omnibus Concrete Repair is a citywide concrete repair program which is primarily designed to address American Disabilities Act (ADA) types of requests. The project consists of removing and replacing portions of existing concrete sidewalk, curb and gutter, access ramps, driveways, and other miscellaneous concrete features that are in need of immediate repair according to ADA standards. The project is scheduled to be advertised for construction in August 2018. 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). There i nj fiscal impact associated with this item. I � Fuad Siss, PE, PLS ExecutivJ Director Public Wbrks Agency FSS/WEG Exhibits: 1. CIP — Executive Summary Schedule may be reviewed at: http://www.santa-ana.or4/pwa/documents/ExecutiveMonthlyCI PJuly20l 8.pdf 2. 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Z N w ° i = 3 3 a a" a i 3 u Smi ¢ a u 3 5 19C-5 } � $ ! � ./ / /a §� }/ 2; ;\) . �§k �a@■■�■ i 2 z ■ � § ul - - - - s> § E § § § || ° § - 5 }\} ) 1§C- CIP Project Location Map: July 2018 Exhibit 2 City of Santa Ana , N VETAAV w N N EN OVE F.'BLVD . w FAIRHAVENAV 90 a dp LL SANTA CLARAAV SANTA O w CLARA AV �Ay 3 r" _ N a m 1 TTH ST , WESTMINS ER AV iTTH GT 0 H I WASHINGTON AV z 4n Q 1" W i IVIC CENTER OR j 3 y� i- ANTA ANA BLVD m 1STST I1STST I o 1STST F � F N I 3 y 0 MC FAODEN AV � N k 3 � Q •� _ ¢ 1 t � s MC FADDEN AV EDNGER AV J LyF N EDINGERAV 0 s m N WARNERAV • ¢ NER AV ' • 3 N9R O) vi O � LL SEGERSTROM F AV t L y DYER RD41, • O vl N p / rc w 0 �y MACARTHUR BLVO �90q SUNFLOWER AV GR��o LEGEND e — Warner Water Main Improvements (Main to Oak St.) — Warner Ave. Improvements Ph. 1 (Main to Oak St.) 0 1/A /: 1 Warner Ave. Improvements Ph. 2 (Oak to Grand Ave.) NEONK== — Omnibus Concrete Repair Project Locations: Citywide Mites 19C-7 19C-8 a REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: AUTHORIZATION TO ISSUE A REQUEST FOR PROPOSAL FOR EMERGENCY AMBULANCE TRANSPORTATION AND RELATED SERVICES (STRATEGIC PLAN NO. 1, 5) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize staff to issue a Request for Proposal for Emergency Ambulance Transportation and Related Services. DISCUSSION On February 23, 2012, the Orange County Fire Authority ("OCFA"), on behalf of the City of Santa Ana, developed and issued a Request for Proposal ("RFP") for Fire/EMS Emergency Ambulance Transportation and Related Services through a phased approach. The first phase was a prequalification phase and the second phase was the evaluation, recommendation and selection process. The RFP announcement was sent to the Ambulance Association of Orange County and all licensed Orange County ambulance providers. During the second phase of the RFP, OCFA staff conducted a comprehensive evaluation and determined that CARE Ambulance Services, Inc. ("CARE") was most responsive to the City's needs, offered the best value, and provided the most exhaustive and robust response to the RFP requirements. Consequently, the City Council approved CARE to provide ambulatory services within the City beginning September 2012. The agreement with CARE commenced on September 20, 2012, and covered an initial three (3) year period ending September 20, 2015. The City in concurrence with OCFA, exercised its option(s) to extend the agreement for additional one (1) year term, respectively on September 3, 2015 (A-2012-196-01) and again on August 11, 2016 (A-2012-196-02). The agreement was further extended on September 5, 2017 for an additional period commencing September 20, 2017 and ending June 30, 2018 (A-2012-196-03) with the option for a final six (6) month term ending December 31, 2018. To accommodate a thorough and deliberate RFP process in association with OCFA, this final extension option was exercised May 29, 2018. 19D-1 Authorization to Issue RFP for Emergency Ambulance Transportation & Related Services August 21, 2018 Page 2 City of Santa Ana Public Safety — Fire and Emergency Services The City's fire and emergency services structure is comprised of three separate entities, each with its own distinct set of responsibilities and services which are provided to the City. Since April 20, 2012, the City has contracted with 1) OCFA for emergency fire services while the transportation services are handled by 2) CARE personnel and vehicles. The billing and collections of said services are handled by the 3) Wittman Enterprises, LLC. Request for Proposals # 18-059: Executive Summary Given the significance of emergency transportation and related services and in order to ensure that the City receives proposals from qualified and experienced 9-1-1 providers, the attached RFP (No. #18-059) sets high standards with respect to provider experience, operational systems, vehicle maintenance/records, personnel training/records, and patient care/transport system design but also allows providers the opportunity to submit complimentary proposals with additional innovative services and potential cost -savings. The following descriptions are the key components of the RFP: 1. Scope: Provide sufficient number of ambulances to respond to 100% of 9-1-1 call volume within response time requirements. 2. Experience Requirements: Must have recent and comparable 9-1-1 transport experience to 80% of Santa Ana's 2017 call volume. 3. Response Requirements: Bidder must strictly adhere to the following minimum requirement response times at a quarterly compliance rate of ninety percent (90%) in both Code 2 and Code 3 Categories, which are reported separately: a. Code 2 — Response times must not exceed fourteen (14) minutes, fifty-nine (59) seconds. b. Code 3 — Response times must not exceed nine (9) minutes, fifty-nine (59) seconds. 4. Vehicles: Selected provider will be required to provide and incur all costs (including fuel, storage, and repair maintenance costs) for Type III ambulances for both Tier I and Tier II (Mutual Aid) service. 5. Billing: City will retain billing authority/responsibility for all calls and transports within the City of Santa Ana. 6. Bid Submittal Cost: Proposal must be all inclusive for all Tier I and Tier II (Mutual Aid) Emergency Transportation Services within the City of Santa Ana. 7. Housing: Bid submittal should assume ambulances will not be housed within City owned facilities or properties. 8. Contract Term: Ten (10) year contract term (five year basic term, plus three year initial contract extension term, plus final two year extension term). Term 19 D-2 Authorization to Issue RFP for Emergency Ambulance Transportation & Related Services August 21, 2018 Page 3 based on the Orange County Emergency Medical Services (OCEMS) expected life cycle for Type III ambulances. The following is a tentative timeline for the RFP: Emergency Ambulance Services and Related Services RFP #18-069 Issuance of RFP August 28, 2018 Deadline for Written Questions September 26, 2018 Regarding RFP Pre -Submission Conference (RSVP October 3, 2018 Required) RFP Addenda to Address October 4, 2018 - Questions October 12, 2018 Proposals Due October 22, 2018 Vendor Interviews & Evaluation October 30, 2018 — November 1, 2018 City Council Recommendation & December 4, 2018 Contract Award Anticipated Contract Start Date January 1, 2019* In the event the contract is awarded to a new contractor, to allow sufficient time for the transition of services between providers, the incumbent vendor may at the sole discretion of the City, be granted a six (6) month extension upon the approval of the City Manager and City Attorney. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting 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 o fiscal impact associated with this action. Sergio Vidal Assistant Director Finance and Management Services Agency Exhibit: 1. Request for Proposals No. #18-059: Emergency Ambulance Transportation and Related Services AR 19 D-3 19 D-4 City of Santa Ana Finance & Management Services Agency Treasury & Customer Services Division REQUEST FOR PROPOSALS RFP # 18-059 Fire/EMS Emergency Ambulance Transportation and Related Services Issued: August 28, 2018 Due Date: October 22, 2018, 3:00 PM (PST) deadline Submit to: City of Santa Ana Purchasing Division RFP# 18-059 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 Attn: Sandy Perez, Supervising Buyer Project Coordinators: Willard V. Holt, Treasury & Customer Services Manager Arturo Rodriguez, Management Analyst EXIBIT 1 19D-5 City of Santa Ana City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services RFP No. 18-059 Table of Contents GENERAL INFORMATION 1.1 BACKGROUND..................................................................................................................1 1.2 SCOPE OF SERVICES.........................................................................................................2 1.2.1 FIRST TIER SERVICE..................................................................................................2 1.2.2 MUTUAL AID SERVICES.............................................................................................3 1.2.3 BLS AND ALS SERVICES............................................................................................4 1.2.4 MINIMUM QUALIFICATIONS OF TRANSPORTATION PERSONNEL.....................................4 1.2.5 COMPENSATION........................................................................................................4 1.2.6 BILLING....................................................................................................................5 1.2.7 TERM.......................................................................................................................6 1.2.8 ANNUAL REVIEW............................................................ :.......................................... 7 1.3 REJECTION OF BIDS...........................................................................................................8 1.4 COST OF PREPARATION.....................................................................................................8 1.6 UNDERSTANDING PROPOSAL..............................................................................................8 1.6 CONTRACTOR SELECTION AND AWARD...............................................................................9 2. ADMINISTRATION......................................................................... 2.1 BID PROPOSAL SUBMISSION PROCESS ...................................... 2.2 BID PROPOSAL PRE -SUBMISSION CONFERENCE ......................... 2.3 BID PROPOSAL SUBMISSION REQUIREMENTS ............................. 2.3.1 BID PROPOSAL SUBMISSION DATE .................................. 2.3.2 BID PROPOSAL SUBMISSION INSTRUCTIONS ..................... 2.4 PUBLIC OPENING OF BID PROPOSALS................................................................. 2.4.1 BID PROPOSAL OPENING.......................................................................... 2.4.2 LATE SUBMISSION.................................................................................... 2.5 BID PROPOSAL EVALUATIONS........................................................................... 2.5.1 COMPETITIVE PROCESS............................................................................ 2.5.2 PROPOSAL GRADING PANEL..................................................................... 2.6 ADMINISTRATIVE................................................................... 2.6.1 ORAL PRESENTATIONS.................................................. 2.6.2 PROPRIETARY INFORMATION ......................................... 2.6.3 VOLUNTARY WITHDRAWAL OF BID PROPOSAL ................ 2.6.4 CANCELLATION OF RFP PROCESS .................................. 2.7 2.8 2.9 ........... 10 .... :...... 10 ........... 10 ........... 10 ........... 10 ........... 11 ........... 15 ........... 15 ........... 15 ........... 16 ........... 16 ........... 16 ........... 17 ........... 17 ........... 17 ........... 18 ........... 18 BID PROPOSAL REJECTION.............................................................................................. 18 2.7.1 RIGHT TO REJECT.................................................................................................. 18 2.7.2 FAILURE TO COMPLY.............................................................................................. 18 2.7.3 CALL WAIVER........................................................................................................ 18 2.7.4 INCOMPLETE, IRREGULAR, MATERIAL MISREPRESENTATION - REJECTION ................. 19 2.7.5 CORRUPT, FRAUDULENT OR ILLEGAL PRACTICES .................................................... 19 2.7.6 EXCEPTION TO RFP SPECIFICATION; DELIVERY CRITERIA, TERMS & CONDITIONS ....... 19 2.7.7 FAILURE TO PROVIDE ALL INFORMATION REQUESTED- INCOMPLETE ........................ 19 2.7.8 NOTIFICATION OF REJECTION................................................................................. 19 AWARD PROTEST............................................................................................................ 19 PROPOSED SCHEDULE OF EVENTS................................................................................... 20 3. GENERAL TERMS AND CONDITIONS ....................... 3.1 PROPOSED CONTRACT ............................................ 22 22 19 D-6 0 City of Santa Ana TABLE OF CONTENTS (CONTINUED) 3.2 CONTRACT DOCUMENTS................................� 3.2.1 EXECUTED CONTRACT .......................... 3.2.2 RFP..................................................... 3.2.3 ORIGINAL BID PROPOSAL ...................... 3.3 CONTRACT MODIFICATIONS AND AMENDMENTS 3.4 CONTRACT ADMINISTRATION ..........................� 3.5 CONTRACT EFFECTIVE DATE ..........................� 3.6 CONTRACTTERM...........................................� 3.6.1 TERM .................................................. 3.6.2 CONTRACT EXTENSION ................. 3.6.3 TERMINATION .............................. 3.7 INSURANCE ........................................... 3.7.1 CERTIFICATES OF INSURANCE ...... 3.7.2 CONTRACTOR COMPLIANCE ......... 3.7.3 ENDORSEMENTS .......................... 3.7.4 CERTIFICATES OF INSURANCE ...... ...... 22 ...... 22 ...... 22 ...... 22 ...... 23 ...... 23 ...... 23 ...... 24 ...... 24 ...... 24 ...... 24 ................................................................... 25 ........................ :.......................................... 25 ................................................................... 26 ............:...................................................... 27 ................................................................... 28 3.7.5 INDEMNIFICATION AND HOLD HARMLESS CLAUSE .................................................... 28 3.7.6 RIGHT TO REVIEW................................................................................................. 29 3.7.7 ALTERNATE FORMS OF INSURANCE...........................................................1............ 29 3.7.8 MUTUAL AID......................................................................................................... 29 3.8 ASSIGNMENT.................................................................................................................. 29 3.8.1 CHANGE IN BUSINESS STRUCTURE......................................................................... 30 3.8.2 BANKRUPTCY....................................................................................................... 30 3.8.3 TRANSFER 3.9 AUDITS AND INSPECTIONS............................................................................................... 31 3.9.1 BUSINESS OFFICE ........................................... .................... :................................. 31 3.10 COOPERATION................................................................................................................ 31 3.11 NON -COLLUSION CERTIFICATE........................................................................................ 31 3.12 INDEPENDENT CONTRACTOR........................................................................................... 31 3.13 INDEMNIFICATION.......:................................................................................................... 32 3.14 COMPLIANCE WITH LAWS.:.............................................................................................. 33 3.15 RESPONSIBILITY............................................................................................................. 33 3.16 ACTS OR OMISSIONS OF REPRESENTATIVES..................................................................... 34 3.17 INSOLVENCY.................................................................................................................. 34 4. OPERATIONAL STANDARDS PROCEDURES & PERFORMANCE REQUIREMENTS... 35 4.1 EMERGENCY RESPONSE COMMUNICATION SYSTEM........................................................... 35 4.1.1 COMMUNICATIONS REQUIREMENTS..................................................................... 35 4.1.2 VEHICLE COMMUNICATIONS............................................................................... 36 A. 800MHz MOBILE RADIO............................................................................... 36 B. MOBILE DATA COMPUTER SYSTEM................................................................ 37 4.2 SERVICE HOURS............................................................................................................. 38 4.2.1 SERVICE.......................................................................................................... 38 4.2.2 FIELD SUPERVISOR............................................................................................ 39 4.3 RESPONSE TIMES........................................................................................................... 39 4.3.1 GENERAL REQUIREMENTS.................................................................................. 39 4.3.2 RESPONSE TIME MEASUREMENT......................................................................... 39 4.3.3 RESPONSE TIMES REQUIRED.............................................................................. 40 4.3.4 RESPONSE TIME REPORTING.............................................................................. 40 4.3.5 CALL CANCELLATION......................................................................................... 40 4.3.6 QUARTERLY RESPONSE TIME REPORT -FORMAT ................................................. 40 4.3.7 EXEMPTIONS TO RESPONSE TIME REQUIREMENTS ............................................... 41 19 D-7 al City of Santa Ana TABLE OF CONTENTS (CONTINUED) A. HIGH CALL VOLUME........................................................................................ 41 B.DISASTERS.................................................................................................... 41 C.MULTIPLE AMBULANCE RESPONSE.................................................................. 41 D.RESPONSE UP/DOWNGRADE........................................................................... 41 E. RETURN OF OCFA PERSONNEL........................................................................ 42 4.3.8 PROCEDURES TO REQUEST RESPONSE TIME EXEMPTION ..................................... 42 4.3.9 USE OF ALTERNATIVE METHODS TO MEET RESPONSE TIME REQUIREMENTS .......... 43 4.3.10 DISCIPLINARY ACTIONS FOR FAILURE TO MEET RESPONSE TIME REQUIREMENTS AND PERFORMANCE DEFICIENCY........................................................................ 44 A.MEET AND CONFER ...................................................... :.................................. 44 B.PENALTIES..................................................................................................... 44 C.CORRECTIVE ACTION PLAN............................................................................. 45 D.TIMELY PERFORMANCE REQUIRED................................................................... 47 E. WAIVER......................................................................................................... 48 4.3.11 EMERGENCY ON -SCENE PROCEDURES................................................................ 48 4.3.12 DISASTER ASSISTANCE...................................................................................... 49 4.3.13 STANDARD OF PERFORMANCE........................................................................... 50 4.3.14 GENERAL PROVISIONS....................................................................................... 51 A. RETURN OF OCFA PERSONNEL...................................................................... 51 B. 911 CALLS FOR SERVICE/REFERRAL............................................................. 51 C. PERFORMANCE............................................................................................ 52 D. CONFLICT OF INTEREST .................................... :............................................ 52 E. COMPLAINTS................................................................................................ 52 F. HIPAA BUSINESS ASSOCIATE ASSURANCES.................................................... 52 G. MEDICARE/MEDI-CAL PARTICIPATION............................................................. 54 4.3.15 EXTERNAL MEDICAL QUALITY CONTROL.............................................................. 55 4.3.16 INTERNAL MEDICAL QUALITY CONTROL............................................................... 55 5. PERSONNEL........................................................................................................................56 5.1 PERSONNEL REQUIREMENTS............................................................................................... 56 5.2 CONTROL........................................................................................................................... 60 6. SUPPLIES, EQUIPMENT AND VEHICLES......................................................................... 61 6.1STANDARDS......................................................................................................... 61 6.1.1 STANDARD INVENTORY......................................................................................... 61 6.1.2 REQUIRED EQUIPMENT.......................................................................................... 62 6.1.3 PERSONAL SAFETY EQUIPMENT............................................................................. 62 7. A. SUBMISSION OUTLINE BID PROPOSAL SUBMISSION FORMS 8: CHECKLIST................................................................. 64 TITLE PAGE/COVER SHEET................................................................................................... 65 TABLE OF CONTENTS........................................................................................................... 66 B. DESCRIPTION OF REQUIRED ITEMS 1 COVER LETTER............................................................................................................. 67 2 GENERAL OVERALL DESCRIPTION OF PLAN TO PROVIDE 9-1-1 EMERGENCY TRANSPORTATION SERVICE IN CITY.............................................................................. 69 3 OVERALL OPERATIONAL SYSTEM................................................................................... 70 4 DRIVERTRAINING.......................................................................................................... 71 19 D-8 City of Santa Ana TABLE OF CONTENTS (CONTINUED) 5 INTERNAL MEDICAL QUALITY CONTROL.......................................................................... 72 6 MUTUAL AID PROVIDER................................................................................................. 73 7 PERSONNEL AND TRAINING....................................................................................... 74-75 A. ASSIGNED PERSONNEL PROFILE B. FIELD TRAINING OFFICERS C. PRIMARY PERSONNEL D. EMPLOYEE RECRUITMENT, SCREENING & ORIENTATION E. CONTINUING EDUCATION PROGRAMS F. HIPAA TRAINING PROGRAMS 8 HIPAA COMPLIANCE PLAN ...................................................... :...................................... 76 9 CORPORATE COMPLIANCE PLAN.........................................:....................................... 77 10 PLAN FOR TAKEOVER OF SERVICE/START UP .................. ::......:...................................... 78 11 EMS RESUME......................................................................................................... 79-80 12 AGREEMENT TO CONDITIONS ................................. ..................... :............................... 81-82 13 PRICE WORKSHEET...........................................:...:................. ............................ 83-85 14 CONFLICT OF INTEREST CERTIFICATION..........::......1...................::.7.............................. 86 15 STATEMENT OF TRUTH ..................... ................_..................................::................... 87-88 16 NON -COLLUSION CERTIFICATION.............. 1�.7................. 89 .................................................. 17 PHOTOGRAPHS (OPTIONAL) .......................: ' ............ 90 ....:................................................. TABLE OF CONTENTS, (END)' a 19 D-9 0 City of Santa Ana ATTACHMENTS ATTACHMENT 1 -SAMPLE CONTRACT WITH CITY.............................................................. 91 i 19D-10 1 - City of Santa Ana SECTION 1 GENERAL INFORMATION 1.1 BACKGROUND The City of Santa Ana is initiating a Request for Proposal (RFP) for Fire/EMS Emergency Ambulance Transportation and Related services for up to a five-year (5) contract period with an option for one (1) three (3) year extension and one (1) two (2) year extension commencing on or after the contract effective date. In the City, the OCFA operates out of ten city -owned fire stations located at 2301 Old Grande Street North (Station No.70), 1029 West 17th Street, (Station.No.71), 1668, East 41h Street (Station No. 72), 419 South Franklin Street (Station No.73), 1427 South Broadway (Station No.74), 120 West Walnut (Station No.75), 950 West MacArthur (Station No.76), 2317 South Greenville (Station No.77), 501 North Newhope (Station No.78), and 1320 East Warner (Station No.79). 2017 Response Volume: Calendar Year. 2017 Total Incidents 26,521 - EMS Incidents 21,239 The City of Santa Ana ("City') has a long and proud history of providing emergency medical care for the citizens of Santa'Ana and its visitors. For many years the City of Santa Ana has provided its own transportation services. Effective April 20, 2012 the City of Santa Ana contracted with the Orange County Fire Authority ("OCFA") for fire and emergency medical services. The Orange County Fire Authority is a regional fire service agency that serves 23 cities in Orange County and all unincorporated areas. The OCFA currently protects over 1,800,000 residents from its 71 fire stations located throughout Orange County. City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 Page11 19D-11 0 City of Santa Ana 1.2 SCOPE OF SERVICES The City of Santa Ana is soliciting proposals from qualified ambulance service operators (hereinafter referred to as either "Proposer' or "Contractor') to contract with the City of Santa Ana to provide 9-1-1 Emergency Transportation Service within the territorial jurisdiction of the City of Santa Ana related to operation of the City's ambulance service (the "Contract"). All personnel assigned to perform services under the Contract, whether under the First Tier Service or under the Mutual Aid Contract (each of which is defined below), shall be hereinafter referred to as the "Transportation Personnel." The provision of the First Tier Service and the Mutual Aid Service, together with all of the other services, duties and obligations Contractor may provide under the proposed Contract, shall be hereinafter jointly referred to as the "9-1-1 Emergency Transportation Service" or "9- 1-1 Emergency Transportation Services." The details of the 9-1-1 Emergency Transportation Services which must be provided by Contractor under the proposed Contract are as follows: 1.2.1 First Tier Service The proposed Contractor will be required to provide, with its own forces, a sufficient number of fully equipped ambulances and Transportation Personnel, so as to provide, in accordance with the County of Orange Emergency Medical Services ("OCEMS') standards and this RFP, all of the City's needs for 9-1-1 Emergency Transportation Service, being able to respond 24 hours a day 7 days a week to all 9-1-1 and other emergencies as required (referred to as the "First Tier Service" or "First Tier"). The First Tier Service will be designed so as to ensure that there are enough of Contractor's ambulances and Transportation Personnel available to meet 100% of all calls for 9-1-1 Emergency Transportation Service in the City of Santa Ana within the response time criteria. The First Tier Service shall meet the OCFA response times and all other requirements of this RFP for the 9-1-1 Emergency Transportation Service. A. The provision of the First Tier Service shall include an adequate number of fully equipped committed ambulances and associated staffing/Transportation City of Santa Ana Page 12 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 MIN 0 City of Santa Ana Personnel, to provide 9-1-1 Emergency Transportation Services exclusively for the City of Santa Ana. The Ambulances must be able to respond 24 hours a day 7 days a week to all 9-1-1 and other emergencies as required within the City of Santa Ana. B. In addition to the First Tier Service Contractor must also provide whatever additional number of fully equipped ambulances and Transportation Personnel which may be required to meet the response times in this RFP, and to otherwise meet 100% of all 9-1-1 calls for Emergency Transportation Service within the City of Santa Ana 9-1-1 Emergency Transportation Services. C. OCFA, in cooperation with the Transportation Personnel, will provide on -scene Advanced Life Support ("ALS") services. The- Transportation Personnel will provide Basic Life Support (`BLS") services and transport patients to medical facilities when required and under the directiori of OCFA on behalf of the City of Santa Ana. 1.2.2 Mutual Aid Service (Second Tier Service) Contractor shall also be required to enter into a mutual aid agreement with a separate qualified 9-1-1 ambulance service provider doing business in Orange County, to provide backup services in the event the Contractor is unable to respond to a call for Emergency Services (hereinafter "Mutual Aid Contract' or "Mutual Aid Service'). The company providing the Mutual Aid Service will be hereinafter referred to as the "Mutual Aid Provider." In providing 9-1-1 Emergency Transportation Services the Mutual Aid Provider must meet the same RFP requirements, response times, and otherwise provide the same level of service, as Contractor is required to provide under the Contract. The Mutual Aid Contract must be approved by the OCFA prior to provision of any service by Contractor, such approval not to be unreasonably withheld. The intent of this RFP is that Contractor will provide a sufficient level of coverage under the First Tier and Mutual Aid Services, such that services under the Mutual Aid Service will only be needed in rare circumstances, if at all. Bids submitted in response to this RFP should be designed to City of Santa Ana Page 13 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 W01 I'm Irol '1 City of Santa Ana provide a sufficient level of First and Mutual Aid coverage as to meet all of the demands for 9-1-1 Emergency Transportation Service calls within the City of Santa Ana. 1.2.3 BLS and ALS Services All Transportation Personnel assigned to perform 9-1-1 Emergency Transportation Services under this Contract, whether under the First Tier Service and Mutual Aid Service, will provide Basic Life Support ("BLS") services and transport patients to medical facilities when required. OCFA, in cooperation with the Transportation Personnel, will provide on -scene Advanced Life Support ("ALS") services; 1.2.4 Minimum Qualifications of Transportation Personnel All Transportation Personnel assigned'to perform 9-1-1 Emergency Transportation Service under this Contract, whether under the First Tier Service and Mutual Aid Service, must at all times meet the minimum qualifications as listed in Section 5 of this RFP. 1.2.5 Compensation. A. The winning Contractor's bid shall include the cost to provide both the First Tier and Mutual Aid Service. Contractor's sole compensation for providing all of the 9- 1-1 Emergency Transportation Services under both the First Tier and Mutual Aid Service will be the amount bid. Contractor will not be entitled to bill City, or OCFA, or any of its customers any additional amount for any services provided under this Contract, unless it is first approved in writing by City of Santa Ana and the OCFA. B. Contractor's bid will include the provision of the Mutual Aid Service to the degree those services are required. Contractor will be solely responsible for compensating the Mutual Aid Provider for any 9-1-1 Emergency Transportation Services it may provide in the City of Santa Ana under this Contract, which compensation will be at the rate set forth in the Mutual Aid Contract or as otherwise required by law. Contractor and the Mutual Aid Provider will not have any recourse against the City of Santa Ana or OCFA to recover for any 9-1-1 Emergency Transportation Services provided under either the First Tier Service or Mutual Aid Service, except as specifically authorized in the Contract. Contractor's sole City of Santa Ana Page 14 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-14 0 City of Santa Ana compensation will be the amount of its winning bid. In the event of a dispute between the Mutual Aid Provider and Contractor, the Mutual Aid Provider's sole remedy will be against Contractor. This fact will be clearly stated in the Mutual Aid Contract, and Contractor must agree to indemnify and defend City of Santa Ana and OCFA against any claims or demands arising out of, or which are in any way related to, any services provided under the Mutual Aid Service. 1.2.6 Billing A. City of Santa Ana will be solely responsible for the billing and collection of amounts owed by customers/patients provided 9-1A Emergency Transportation Services in the City, whether for services provided by Contractor, the Mutual Aid Provider, OCFA, City, or their respective employees, agents,,, olunteers, or subcontractors. As part of its billing process, City, in its discretion, will also bill for services provided by City of Santa Ana or OCFA personnel. Contractor and the Mutual Aid Provider will actively cooperate with City of Santa Ana to provide whatever information or assistance the City of Santa Ana may reasonably require so that it can process customer/patient billings in a timely manner. This will include, but is not limited to, Contractor providing City of Santa Ana with a detailed list of all the 9-1-1 Emergency Transportation Services provided by both the Contractor and the Mutual Aid Provider during the preceding month. The specific information to be provided by Contractor in the monthly reports will be determined by City, and may be modified by City of Santa Ana'from time to time to meet its reasonable needs. B. The entire proceeds of all such billings or collection efforts will be the sole property of the City of Santa Ana. Neither Contractor nor the Mutual Aid Provider will have any right to the proceeds of any billings or collections for services provided under the First Tier Service or Mutual Aid Service, or for any other services provided under the Contract, unless specifically authorized in writing by City of Santa Ana. Contractor must design its bid so that the amount bid will be sufficient to provide City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 Page15 19D-15 A -- City of Santa Ana the required level of services under both the First Tier Service and the Mutual Aid Service, without expecting any additional amounts. C. Complimentary Proposals. Given the significance of emergency ambulance transportation and related services and in order to ensure that the City receives proposals from qualified and experienced 9-1-1 providers, this RFP (No. #18-059) sets high standards with respect to provider experience, operational systems, vehicle maintenance/ records, personnel training/records, patient care/transport system design but also allows providers the opportunity to submit complimentary proposals with additional innovative services and potential cost -savings. Any such complimentary proposals shall not constitute an alternative RFP response, but are instead wholly optional and shall be in addition to the required responses set forth in this RFP. All instructions contained in this RFP shall be fully complied with or the proposal may be rejected as nonresponsive. This RFP is not a formal bidding process. Such additional complimentary information that a qualified 9-1-1 provider may wish to include in their RFP response, may be presented as an appendix to their RFP. Please note: the City's contract for paramedic/medical billing and collection services expires June 30, 2019. The City intends to develop and release an RFP for the performance of paramedic/medical billing and collection services on behalf of the City prior to April 2019. Qualified experienced 9-1-1 providers with competent experience in providing paramedic/medical billing and collection services shall be eligible to submit proposals to this RFP. 1.2.7 Term The Contract awarded under this RFP is for an initial five (5) year term, with 9-1-1 Emergency Transportation Service beginning at "TBD" hours on the contract effective date and ending five years thereafter at "TBD" hours, with an optional three (3) year extension, with a final optional two (2) year extension, exercisable at the sole discretion of the City. City of Santa Ana Page 16 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 l0J I'm l, - City of Santa Ana In the event the Contract is awarded to a new contractor, to allow sufficient time for the transition of services between contractors, the incumbent contractor may at the sole discretion of the City, be granted a six (6) month Contract extension upon the approval of the City Manager and City Attorney. Exercise of the City's option to extend the incumbent Contractor's agreement for said period shall be made via a separate and distinct writing to the incumbent Contractor by the City Manager and City Attorney and shall be issued fifteen (15) days prior to January 1, 2019. 1.2.8 Annual Review The Contract is subject to annual review based on the criteria specified in the Contract and as outlined herein. The City's intent is to contract with and hold accountable those parties working with and on behalf of the City of Santa Ana and OCFA in providing 9-1-1 Emergency Transportation Service to the citizens and visitors of Santa Ana. The contractor is required to keep their Type III .emergency transport vehicles (ambulance) up to date on all current regulatory requirements (including all costs related to storage, housing, -maintenance, fuel, insurance, repair costs and communication equipment) for all 9-1-1 Emergency Transportation Services provided under the First Tier and Mutual Aid Service. The Mutual Aid Service shall also be required to meet the same personnel and vehicle requirements as are required for the First Tier and Mutual Aid Service. The storage of such Type III ambulances must be within the City limits and cannot be housed within City owned facilities or property. The City has a total of 26,542 incident responses. Over 22,000 of them are medical aids which require an ambulance response. The City has experienced an average of 11% annual increase in incident responses and the bidder should maintain ambulance coverage to meet the response time minimums for the duration of the contract. City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 Page17 19D-17 -_ City of Santa Ana 1.3 REJECTION OF BIDS At the sole discretion of City, the City of Santa Ana reserves the right to reject any or all prequalification applications and RFP bids, in whole or in part, and is not bound to accept any. The RFP bid may be rejected by the City of Santa Ana if it is in any way incomplete, irregular or if it contains material misrepresentations of fact or omits material information required. 1.4 COST OF PREPARATION 11 Proposers assume all costs associated with -the preparation of their bid proposals and any oral presentations that may be necessary or 'required throughout the procurement process. 1.5 UNDERSTANDING PROPOSAL It is the responsibility of each Proposer to inquire about any criteria, condition, term, provision, or requirement of the' RFP that the Proposer does not understand. Responses to inquiries, -if they significantly change or clarify,the RFP requirements or any aspect of the procurement process, will be forwarded by addenda to all Proposers. The City of Santa -Ana will not be bound by any oral responses to inquiries. By submitting bid proposals, Proposers assert that they have fully read the RFP and any addenda issued by City, the proposed Contract and any other Contract Documents, and affirm that the terms and conditions stated. therein 'are fully understood and are acceptable to the Proposer. Each'Proposer accepts the terms and conditions of the Contract Documents and indicates their ability and willingness to perform the requested services under such terms and conditions."Any exceptions to the terms and conditions set forth in the Contract Documents should be clearly noted in each Proposer's proposal. Please direct all questions regarding the procurement process to: City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 Page18 Wl e 0 City of Santa Ana City of Santa Ana Finance & Management Services -Purchasing Sandy Perez, Supervising Buyer Email: sperez(ftanta-ana.org Phone:714-647-5329 1.6 CONTRACTOR SELECTION AND AWARD The award of contract under this RFP will be made -by the City of Santa Ana. All Proposers will be notified in writing at the conclusion. of the procurement process as to c, the results of the bid proposal evaluation process and-the,final award recommendation. Proposers will receive mailed award/non-award -notification, which will include the name of the Proposer awarded a contract. 4 • n 1 _ 1 1 City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 Page19 -1�Y City of Santa Ana ADMINISTRATION 2.1 BID PROPOSAL SUBMISSION PROCESS The City of Santa Ana is committed to providing and maintaining the highest levels of emergency response service possible to the public. In conjunction with OCFA, the provision of the 9-1-1 Emergency Transportation Service pursuant to this RFP process is a critical part of the City's continuing efforts to achieve this objective. 2.2 BID PROPOSAL PRE -SUBMISSION CONFERENCE A bid proposal pre -submission conference will beheld at Santa Ana City Hall, First Floor, Ross Annex, Room #1200 on Wednesday, October 3, 2018 at 2:00 P.M. The purpose of the conference is for City of Santa Ana staff to respond to any questions, concerns, comments and/or suggestions concerning the procurement process, which have been submitted in advance and in writing to the City of Santa Ana, Purchasing Division. All questions must be submitted by Wednesday, September 26, 2018 to Sandy Perez, Supervising Buyer. The conference is also an opportunity for City of Santa Ana staff to clarify bid specifications and requirements before submission. 2.3 BID PROPOSAL SUBMISSION REQUIREMENTS 2.3.1 Bid Proposal Submission Due Date In order to compete in the RFP process, all bid proposals must be completed and received by the City of Santa Ana, Purchasing Division no later than 3:00 P.M., on Monday, October 22, 2018 ("Submission Due Date"). Bid proposals must be hand - delivered or sent via courier/messenger to the City of Santa Ana, Purchasing Division. City of Santa Ana Page 110 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana Do not send bid proposals via U.S. Mail. All proposals must be sealed and submitted to the City of Santa Ana, Purchasing Division in accordance with the required format and in the manner prescribed herein by the Submission Due Date. A signed original bid proposal plus seven (7) copies and one electronic copy on a flash drive of the proposal must be received by the City of Santa Ana, Purchasing Division no later than 3:OOP.M. on Monday, October 22, 2018 for public opening. Proposers are strongly encouraged to submit their bid proposals in advance of the due date to avoid the possibility of missing the 3:00 P.M deadline due to unforeseen circumstances. Proposers assume the risk of the methods of dispatch chosen. City of Santa Ana or OCFA assumes no responsibility for any delays whatsoever caused by any courier, delivery, or messenger service. Bid proposals must be date and time stamped by the City of Santa Ana, Purchasing Division on time by the 3:OOP.M. Submission Due Date. in order to be considered. Additional time will not be granted to • any single Proposer; however, additional time may be granted to all Proposers when, at its sole discretion, the City of Santa Ana or OCFA determines that circumstances require additional submission time. Bid proposals sent to the City of Santa Ana, Purchasing Division via U.S. Mail, Fax, or E-mail will NOT be accepted. ` No amendments, additions, deletions, or alterations to submitted bid proposals will be accepted by the City of Santa Ana, Purchasing Division after the Submission Due Date. Bid proposals received after 3:00 P.M. on the Submission Due Date will be returned unopehed:.. 2.3.2 Bid Proposal Submission Instructions: Required Format All bid proposals must be submitted in accordance with the following requirements: A. Proposal Binders: All bid proposals must be submitted in three-ring binders, which are not larger than twelve inches by twelve inches (12"x12"); B. Original + Copies: The original signed bid proposal shall be clearly marked "ORIGINAL" and seven (7) copies and one electronic of the bid proposal, including City of Santa Ana Page 111 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-21 __ City of Santa Ana any attachments, must be sent under seal to the City of Santa Ana, Purchasing Division by the Submission Due Date and time; C. Early Bids: Bid proposals received by the City of Santa Ana, Purchasing Division prior to the Submission Due Date will be date and time stamped and secured by the City of Santa Ana, Purchasing Division; D. Title Page: All bid proposals must be clearly marked on the outside binder cover with a title page containing the following information: i. Name of ambulance transportation service operator (i.e., the Proposer); ii. Name of RFP and RFP #18-059; iii. Proposer address and telephone number; iv. Proposer authorized contact person; v. Proposer authorized contact person's signature; vi. Bid proposal submission date; and vii. Marked as original submitted copy E. Bid Format To facilitate the bid proposal review process, all bid proposals must strictly adhere to the format, table of contents, titles, page limits, and numbering for requested information items as set forth in Section 7, Bid Proposal Submission Forms. Any deviation from the Section 7 format and the required Bid Proposal Submission Forms may result in disqualification, at the City's discretion. All Proposers must strictly adhere to the following rules in preparing their bid proposals, and any deviation may result in disqualification: i. Use only standard one inch (1") margins; ii. Use only size 12 font; iii. Use only single -sided pages; iv. Observe all page limit requirements, as specified; v. Use proposal binders no larger than 12"x12"; City of Santa Ana Page 112 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 i p] r City of Santa Ana vi. Use tabs or dividers to separate bid response sections. F. Complete Answers & Responses All bid proposals must provide answers to all questions and provide complete responses to each and every requested item and category as specified in Section 7. Specific submission data have been provided for your convenience for each submission item. Proposers are required to supply, at a minimum, the items listed for specific submission. Proposers are permitted, within the prescribed page limits, to submit additional information that they deem helpful in the evaluation and grading process. Failure to provide answers to all questions and complete responses to all requested item categories may result in disqualification, at the City's discretion; G. Table of Contents Bid proposals must include a table of contents listing the individual information as requested by section and set forth in Section 7, Bid Proposal Submission Forms, and their corresponding page numbers. Tabs or -dividers must be used to clearly separate each of the individual sections; H. Cover Letter Bid proposals must include a cover letter on official letterhead describing the Proposer, and must include the following information: i. The official name of the Proposer, and stating the Proposer's interest in participating in the RFP; ii. The Proposer's organizational structure (e.g. corporation, partnership, limited liability corporation, or otherwise); The jurisdiction in which the Proposer is organized and the date of such organization; City of Santa Ana Page 113 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana iv. The address and telephone number of the Proposer's headquarters and of any local office involved in the bid proposal; v. The Proposer's Federal Tax Identification Number; vi. The name, address, telephone, fax numbers, and e-mail address of the person(s) who will serve as the authorized contact(s) to the City/OCFA with regards to the bid proposal, the RFP process, the Contract Documents, and the administration of the contract, if awarded, with authorization to make representations on behalf of and to bind the Proposer; vii. Provide applicable authorized signature documentation, pursuant to Proposer's organizational structure/bylaws, ,verifying the authority of the person signing the original bid proposal to commit to the proposal on behalf of the Proposer; viii. A representation that the Proposer is in good standing in the State of California and has obtained all necessary licenses, permits, certifications, approvals,, and governmental authorizations necessary in order to perform all of the required performance obligations specified herein; ix. A representation that the Proposer is in good standing in the Medicare and Medi-Cal programs and is not the subject of any pending actions, investigations, or prosecutions, whether civil, criminal, or administrative, relating to,their billing or reimbursement practices, and that Proposer has not been excluded from any state or federal healthcare program or employs any individual who has been excluded from any state or federal healthcare program. x. Statement of acceptance of all terms, conditions, requirements, and performance criteria contained in the Contract Documents; and City of Santa Ana Page 114 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-24 0 City of Santa Ana A. Any additional information Proposer deems relevant for consideration during the selection process. I. Photographs Proposers may submit, as part of their bid proposal, a maximum of three (3) pages of color photographs or other renderings depicting their ambulance service y facilities, operation, and/or personnel. Such photographs are to be inserted at the end of the bid proposal; �r f ,.t ' •. J. Non -Collusion Certificate ' Each Proposer must execute and submit with each bid proposal, the Non -Collusion Certificate in Section 7; and �l'> K. Compliance Bid proposals that do not strictly,adhere-to the format requirements and rules set forth herein may be disqualified at'the sole discretion ohhe City of Santa Ana and OCFA. 2.4 PUBLIC -OPENING OF BID PROPOSALS 1 2.4.1 Bid'ProposalOpening. Al bid proposals, received on time by the Submission Due Date will be publicly opened. The public opening will be held at the City of Santa Ana, Purchasing Division•site time on Monday, October 22, 2018 at 3:15P.M. 2.4.2 Late Submission. Bid proposals received after 3:00 P.M. on Monday, October 22, 2018 on the Submission Due Date will be returned unopened and will not be considered. City of Santa Ana Page 115 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-25 - City of Santa Ana 2.5 BID PROPOSAL EVALUATIONS 2.5.1 Competitive Process The Proposal Grading Panel will evaluate and rate each bid proposal according to established criteria. The following evaluation criteria, with a maximum of 500 points, will be utilized by the Proposal Grading Panel to rate each proposal: Criteria Points A. Experience of the Proposer 0-100 B. Operational Systems 0-100 C. Patient Care/Transport System Design 0-100 D. Personnel Training and Records 0-75• E. Financial Analysis (Cost to the City) 0-75 F. Vehicle Maintenance and Records 0-50 At the conclusion of the evaluation process, the Proposal Grading Panel will make a final contract award recommendation(s), which will be presented to the Santa Ana City of Santa Ana Council. The City of Santa Ana Council may accept the professional Grading Panel's award recommendation and award the contract pursuant to that recommendation. Alternatively, the City of'Santa Ana Council may award the contract to another qualified Proposer upon conducting its own review and evaluation of the grading criteria, scoring materials, final scores, bid proposals submission materials, and other pertinent information. 2.5.2 Proposal Grading Panel. Bid proposals will be reviewed and evaluated by a Proposal Grading Panel. City/OCFA staff will participate and appoint the members of the Proposal Grading Panel. Following an initial bid proposal evaluation process, the grading panel will select finalists for possible onsite visits and oral presentations. Oral presentation concerning the City of Santa Ana Page 116 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WK; City of Santa Ana Proposer's proposal, all of which may be videotape recorded, will be limited to 30 minutes per presentation. During the oral presentations the Proposal Grading Panel will listen to the Proposer's presentation and may ask questions of the Proposers and/or request amplification, explanation, or further information regarding their proposal. Additional presentation time may be allotted at the sole discretion of the panel. 2.6 ADMINISTRATIVE 2.6.1 Oral Presentations Oral presentations may be requested of all Proposers at any time throughout the procurement process. 2.6.2 Proprietary Information All bid proposals and documents submitted in response to this RFP shall become the property of the City. It is the responsibility of each Proposer to clearly identify any and all information contained in their bid proposal that it considers to be confidential and/or proprietary. To the extent that City of Santa Ana.agrees with that designation, and it is consistent with the Public Record Act requirements, the City of Santa Ana will seek to protect that information from disclosure. All other information will be considered public. However, all information regarding the procurement process will not be disclosed to the public or be subject to disclosure pursuant to the California Public Records Act (Government Code §6250 et seq.) during the deliberative process, until such time as evaluations have been completed and final award recommendations have been made to the Council. In the event that a demand is made for disclosure of information designated by a Proposer as being "confidential and/or proprietary," City of Santa Ana will notify the Proposer in writing of such demand and shall furnish a copy of City's written response to the requestor. If the City of Santa Ana intends to disclose documents which Proposers believe to be confidential, Proposers may then pursue, at their sole cost and expense, all appropriate legal action necessary to maintain the confidentiality of those documents. City of Santa Ana Page 117 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-27 0 City of Santa Ana 2.6.3 Voluntary Withdrawal of Bid Proposal A Proposer may, upon written notice to City of Santa Ana and OCFA, voluntarily withdraw their bid proposal at any time prior to the Public Opening. Withdrawal of a bid proposal will be subject to verification of the identity of the requestor and confirmed with the Proposers authorized representative. A receipt for the return of any unopened bid proposal will be prepared by the City of Santa Ana, Purchasing Division and signed by the Proposer's authorized representative. 2.6.4 Cancellation of RFP Process The City, in its sole and absolute discretion, may cancel this RFP at any time if it determines cancellation is in the best interest of the City of Santa Ana and OCFA... 2.7 BID PROPOSAL REJECTION 2.7.1 Right to Reject At the sole discretion of the City of Santa Ana and OCFA reserves the right to reject any and all bid proposals, in whole or in part, and is not bound to accept the lowest proposal (or the proposal prices for services). In such event the City of Santa Ana Council, in its discretion, may direct the issuance of a new RFP. 2.7.2 Failure to ComOly: Provision of Inaccurate or False Information Hindrance A bid proposal may be rejected by the City of Santa Ana and OCFA, in its sole discretion, for failure to comply with the requirements set forth in this RFP, for providing inaccurate orfalse information, orfor other reasons that the City of Santa Ana determines create or may create a hindrance or impairment to the objective evaluation of such proposal. 2.7.3 Waiver: Correction & Resubmittal The City of Santa Ana and OCFA reserves the right, in its sole discretion, to waive any and all bid proposal irregularities or informalities that the City of Santa Ana deems correctible or otherwise not relevant. In the event of a bid proposal irregularity or City of Santa Ana Page 118 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 ip lle, 0 City of Santa Ana informality, the Proposer may be required to immediately correct and/or resubmit, in whole or in part, its bid proposal. 2.7.4 Incomplete: Irregular: Material Misrepresentations - Refection A bid proposal may be rejected by the City of Santa Ana and OCFA, in its sole discretion, if it is in any way incomplete, irregular, or if it contains material misrepresentations of fact or omits material information 'required. Bid proposals that do not strictly adhere to the format requirements set forth in this RFP may be rejected. 2.7.5 Corrupt, Fraudulent, Illegal Practices - Disqualification , A bid proposal may be rejected or disqualified by the City of,Santa Ana and OCFA upon evidence that the Proposer may have engaged in`corrupt, fraudulent, and/or illegal practices involving the performance,.administration, or award of a similar contract in another jurisdiction. 2.7.6 Exceptions to-RFI?.Specificatioris: Delivery Criteria: Terms & Conditions Bid proposals that take exception to the, RFP specifications and/or delivery criteria, i or terms and conditions,of.the Contract Documents may be rejected. 2.7.7',.Failure to Provide,All Iriformation Requested - Incomplete Bid `proposals that,do.not provide all information requested in this RFP may be rejected as incomplete. 2.7.8 Notification of Resection In the event a bid proposal is rejected, the City of Santa Ana will notify the Proposer in writing and shall explain the specific reason(s) for the rejection. 2.8 AWARD PROTEST The award of contracts under this RFP will be made by the City of Santa Ana. All protests shall be made in writing, signed and addressed to: City of Santa Ana Page 119 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 __ City of Santa Ana City of Santa Ana Finance & Management Services -Purchasing Division Sandy Perez, Supervising Buyer 20 Civic Center Plaza (M-16) Santa Ana, California 92702 Email: sperez(aD-santa-ana.org Phone:714-647-5329 Protests shall state the reason(s) for the protest, citing the law, rule, regulation or procedure on which the protest is based. If a protest is based on what appears to be an erroneous assessment of the ability of a Proposer to meet the RFP specifications and requirements, the protester must provide facts.and evidence to support the claim. If the protest is sent via U.S. mail, it must be sent certified or registered. All protests shall be submitted no later than ten (10) working days from notification. 2.9 PROPOSED SCHEDULE OF EVENTS Action Date A Final RFP Issued Tuesday, August 28, 2018 B Deadline for Written Questions Regarding the RFP Wednesday, September 26, 2018 C Bid Proposal'Pre-Submission Conference (RSVP Required) Wednesday, October 3, 2018 at 2:00 P.M. in City Hall, Ross Annex, Conf. Room #1200 D RFP Addenda to Address Questions Thursday, October 4, 2018 to Friday, October 12, 2018 E Proposal Submission Due Date Monday, October 22, 2018 at 3:00 P.M. City of Santa Ana Page 120 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana F Proposal Submission Public Opening Monday, October 22, 2018 at 3:15 P.M. City Hall, 4th Floor, Purchasing Division, Room 429 G Proposal Grading Panel Evaluation Process Start Tuesday, October 30, 2018 to Thursday, November 1, 2018 H Proposal Grading Panel - Recommendations Wednesday, November 7, 2018 I Final Recommendation, Selection and Contract Award Submitted to City Council Tuesday, December 4, 2018 J Final Date for Submission of - Award Protests Tuesday, December 18, 2018 K Execution of Contract Wednesday, December 19, 2018 Contract Performance Start Date Tuesday, January 1, 2019 , * Start date assumes a January 1, 2019 contract effective date. In the event the Contract is awarded to a new contractor, the..incumbent contractor may be granted a six month extension, with City Council approval; beginning January 1, 2019 to June 30, 2019, to allow sufficient time for the transition of services between service providers. City of Santa Ana Page 121 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-31 0 City of Santa Ana SECTION 3 GENERAL TERMS AND CONDITIONS 3.1 PROPOSED CONTRACT The proposed Contract is attached to this RFP as Attachment No. 1. Please review the terms of the proposed Contract carefully (the "Contract" or the "Agreement"). Where there is a discrepancy in the terms of this RFP and the terms of the Contract, the terms of the Contract shall prevail. 3.2 CONTRACT DOCUMENTS F\- The Contract entered into by the successful Proposer shall consist of the: 3.2.1 Executed Contract' Executed Contract between 'the. City of Santa Ana and Contractor attached as Attachment No. 1_ to this RFP',, 1' 1 3.2.2 RFP'' Request for Proposal(s) 3.2.3 Original Bid Proposal(s) Signed, original bid. proposal(s) submitted by the successful Proposer ("Bid Proposal") ,' w y The Executed Contract, the RFP, and the Bid Proposal(s), submitted by the successful Proposer will be incorporated and made a part of the Contract and shall be hereinafter i collectively referred to as the "Contract Documents." All provisions of the RFP, the Bid Proposal(s), and the contract shall be binding on the parties. Should any inconsistency or ambiguity occur or exist in the Contract Documents, the provisions of the Contract, then the provisions of the Proposal, then the provisions of the RFP shall control. City of Santa Ana Page 122 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 l ["IIIDCL - City of Santa Ana For purposes of this section the successful Proposer shall be referred to as the "Contractor." 3.3 CONTRACT MODIFICATION AND AMENDMENTS Once a Contract has been awarded and executed, the parties may adjust the specific terms of the Contract Documents from time to time where circumstances beyond the control of either party require modification or amendment. Any modification or amendment proposed by the Contractor must be submitted in writing to the City of Santa Ana, OCFA, and OCEMS for consideration. The decision to modify or amend any term or condition of the Contract Documents shall be at the sole discretion of the City of Santa Ana, with feedback from OCFA and may require concurrence from OCEMS. Any agreed upon modification or amendment must be in writing, approved by all parties. 3.4 CONTRACT ADMINISTRATION The Executive Director of Finance & Management Services of the City of Santa Ana, or his designee; shall be the authorized representative in all matters pertaining to the RFP process. The contract awarded'pursuant to this RFP for the provision of 9-1-1 Emergency Transportation Service to the City of Santa Ana shall be administered by the Executive Director of Finance & Management Services of the City of Santa Ana, or his designee. 3.5 CONTRACT EFFECTIVE DATE The effective date of the contract awarded pursuant this RFP shall be TBD, ("Effective Date") at which time Contractor will assume full responsibility for the provision of 9-1-1 Emergency Transportation Service within the City of Santa Ana, as outlined in this RFP. The Effective Date may be postponed at the sole discretion of the Executive Director of Finance & Management Services of the City of Santa Ana or designee in order to protect public health and safety or in the event a successful Proposer/Contractor is for any reason unable to commence performance at that time. City of Santa Ana Page 123 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 I E%LDISK, -_ �1 City of Santa Ana 3.6 CONTRACT TERM 3.6.1 Term The exclusive contract awarded pursuant to this RFP are for an initial five (5) year term, ending at TBD. The contract shall automatically expire at the end of the initial five year term, unless extended as provided below. 3.6.2 Contract Extension Upon the mutual written agreement of the parties, the contract may be extended with an optional three (3) year extension, plus a final optional two (2) year extension (for a possible total term of 10 years). Successful past performance during the initial contract period will be a critical factor in the decision to grant an extension. The decision to either grant or deny a contract extension(s) shall be final. The decision to grant an extension shall be made solely by the City of Santa Ana. At the end of the initial contract term, or if extended at the end of the extended term, the Contract awarded pursuant to this RFP shall automatically terminate. 3.6.3 Termination. Once the Agreement is executed, it may be terminated as follows: A. The Agreement may be terminated by either party, with or without cause, upon ninety (90) days prior written notice to the other party. B. CITY OF SANTA ANA may terminate the Agreement for Cause by providing CONTRACTOR thirty (30) days prior written notice of termination for Cause and the factors constituting Cause. CONTRACTOR will have thirty (30) days to cure any alleged breach, prior to termination for cause under this section. C. CITY OF SANTA ANA may terminate the Agreement immediately if the OCFA Fire Chief or designee (in their reasonable discretion) determines City of Santa Ana Page 124 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana that continued operations by CONTRACTOR following the breach would constitute a danger to the public health, safety or general welfare. 3.7 INSURANCE Contractor must provide, to the satisfaction of the City of Santa Ana and OCFA, insurance in accordance with the following requirements: 3.7.1 Certificates of Insurance Prior to beginning the provision of 9-1-1 Emergency Transportation Service under this Agreement, CONTRACTOR must provide to the satisfaction of the CITY OF SANTA ANA and OCFA, certificates of insurance and endorsements evidencing the policy or policies of insurance in the types and,amounts set forth below. CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, .the following minimum scope of insurance coverage: A. Commercial General Liability Insurance in an amount not less than $10,000,000 per occurrence, written on an occurrence form. If the policy carries an annual aggregate, such aggregate shall be in an amount not less.than $10,000,000 per occurrence. B. Ambulance Medical Malpractice Insurance in an amount not less than $3,000,000 per occurrence. If the policy carries an annual aggregate, such aggregate shall be in an amount not less than $6,000,000 per occurrence. Such insurance coverage may be combined with either the general or automobile liability coverage; provided, however, if the insurance coverage is so structured, the combined coverage shall be in an amount not less than $5,000,000 per occurrence, with an annual aggregate of not less than $10,000,000. City of Santa Ana Page 125 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WID& 0 City of Santa Ana C. Comprehensive Business Automobile Liability Insurance in an amount not less than $3,000,000 per occurrence, covering owned, non -owned and hired vehicles, written on an occurrence form. If policy carries an annual aggregate, such aggregate shall be in an amount not less than $6,000,000 per occurrence. Contractor understands that it must provide Business Automobile Liability coverage for all vehicles. D. Workers' Compensation and Employers' Liability Insurance in a statutory amount for workers' compensation and in an amount not less than $1,000,000 for employers' liability. Such insurance shall contain a waiver -of -subrogation clause in favor of the CITY OF SANTA ANA and OCFA, and their respective officers, officials, employees.and agents. 3.7.2 CONTRACTOR shall also comply with the following requirements: A. If the above -required insurance coverage does not provide for an annual aggregate which is twice the per -occurrence limit, in the alternative the insurance policy (policies) shall be amended (by appropriate ISO endorsements) so that the policy limits apply solely to this Agreement. B. The above -required liability insurance shall be in a form which supports coverage for the provisions of the indemnification clause required under this Agreement, including a claim brought against the CITY OF SANTA ANA and/or OCFA for the injury to, or death of an employee or agent of CONTRACTOR. C. In the event of a claim (claims) against the above -referenced liability policies which reasonably may deplete one-half or more of the aggregate limits, CONTRACTOR shall immediately notify CITY OF SANTA ANA and/or OCFA. In the event a claim (claims) against the above -referenced liability policies which are reasonably expected to deplete 90% of the aggregate limits, CONTRACTOR shall, at City of Santa Ana Page 126 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-36 0 City of Santa Ana CONTRACTOR'S expense, reinstate the aggregate limits at least to an amount equal to one-half of the face amount of the aggregate limits on the policies. D. All insurance required pursuant to this section shall be issued by a company authorized by the Insurance Department of the State of California and rated A-VII or better by the, latest edition of Best's Key Rating Guide. E. No insurance required herein shall provide for a deductible in excess of $5,000 or a self -insured retention in any amount, without prior written consent of the CITY OF SANTA ANA and OCFA;. and, the granting or denying of such consent shall be at the sole and absolute discretion of the CITY OF SANTA ANA and OCFA. 3.7.3 Endorsements A. All insurance required herein shall be endorsed to state that "Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior to written notice by certified mail, return receipt requested, has been given to the CITY OF SANTA ANA and OCFA." B. The liability policies required herein, except for professional liability (if a stand -above coverage), workers compensation and employers' liability, shall, by endorsement, contain the following provisions: I. "The CITY OF SANTA ANA and OCFA, and their respective officers, officials, employees, representatives, and volunteers are hereby declared to be additional insureds as respects the operations, activities, work, errors, or omissions of the named City of Santa Ana Page 127 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-37 __ City of Santa Ana insured arising out of or in connection with any contract or agreement with the CITY OF SANTA ANA and OCFA." ii. "This insurance is primary to, and shall not contribute with, any insurance or self-insurance maintained by the City of Santa Ana or OCFA, or by any of the designated additional insureds." iii. "This insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability." C. Worker's Compensation grid Professional Liability policies shall be endorsed state that the insurer waives all rights of subrogation against the CITY OF SANTA ANA and OCFA, and their respective officers, officials, agents, employees, and volunteers for losses arising from work performed by the CONTRACTOR under this Agreement. 3.7.4 Certificates of Insurance All insurance coverages shall be confirmed by execution of endorsements and certificates of insurance. CONTRACTOR is required to file the completed policy endorsements and certificates with CITY OF SANTA ANA and OCFA on or before the Effective Date of this Agreement, and to thereafter maintain current endorsements on file with CITY OF SANTA ANA and OCFA. The completed endorsements,, ndorsements and certificates of insurance are subject to the approval of CITY OF SANTA ANA and OCFA and shall show the CITY OF SANTA ANA as an insurance CERTIFICATE HOLDER. 3.7.5 Indemnification and Hold Harmless Clause Nothing in this section shall be construed as limiting in any way; the Indemnification and Hold Harmless Clause contained in this Contract, or the extent to which CONTRACTOR may be held responsible for payments of damages to City of Santa Ana Page 128 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 W 0*8 t City of Santa Ana persons or property. 3.7.6 Right to Review CITY OF SANTA ANA or OCFA shall have the right at any time to review the coverage, form, and limits of insurance required herein. If, in the sole and absolute discretion of the CITY OF SANTA ANA and/or OCFA, the insurance provisions in this Agreement do not provide adequate protection for the CITY OF SANTA ANA and/or OCFA, shall have the right to require CONTRACTOR to obtain insurance sufficient in coverage, form, and limits to provide adequate protection, and CONTRACTOR shall promptly comply with such requirement. The CITY's and OCFA's requirements shall not be unreasonable, but shall be adequate in the sole opinion of the CITY OF SANTA ANA and OCFA to protect�against the kind and nature of risks which exists at the time a change of insurance is required, or thereafter. 3.7.7 Alternate Forms of Insurance Alternate forms of insurance that meet the above requirements, must be approved by the. CITY's and OCFA's Risk Manager prior to submitting a proposal for any work under this Agreement. 3.7.8 Mutual Aid The Mutual Aid provider Ishall be required to meet all of the insurance requirements in this Section to the same degree as Contractor, and those requirements'will be included in the Mutual Aid Contract. 3.8 ASSIGNMENT Except as provided herein, Contractor may not delegate, transfer or assign its rights or otherwise transfer its obligations, in whole or in part, under the proposed contract to any other person or entity without first obtaining the prior written consent of the City of Santa Ana and OCFA and not for 180 days after the formal contract award. Any such City of Santa Ana Page 129 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 l ODIXC i 0 City of Santa Ana assignment or transfer without the prior written consent of the City of Santa Ana and OCFA shall be void, the attempted assignment shall constitute a breach of the Contract, and if discovered during the bidding process will be grounds for rejection of the bid. For purposes of this section, the following will be considered to be a "transfer" or "assignment": 3.8.1 Change in Business Structure Any change in the business structure, including but not limited to, changes from or to: (a) a sole proprietorship; (b) a partnership, including any change in the partners; (c) a corporation, including any change in the shareholders, whether by operation of law or otherwise; 3.8.2 Bankruptcy Bankruptcy, an assignment for the benefit of creditors, or the appointment of a receiver; or 3.8.3 Transfer A transfer by any of the owners, shareholders or members (whichever is applicable) of Contractor of greater than ten percent (10%) of the ownership interest, stock or membership -interest (whichever is applicable) in Contractor's business, issued as of the Effective Date by the Contractor, or the sale or transfer of over twenty-five percent (25%) of the assets of the Contractor. In the event a Contractor experiences regular stock exchanges in excess of the ten percent (10%) threshold, a separate agreement may be negotiated to set a threshold that still provides the City of Santa Ana and OCFA with the protections intended. The stock sale of a publicly traded corporation that does not constitute a change in majority ownership will not be deemed a transfer of ownership for purposes of this Section. City of Santa Ana Page 130 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WOI 'if. 0 City of Santa Ana 3.9 AUDITS AND INSPECTIONS 3.9.1 Business Office At any time during normal business hours, and as often as may reasonably be deemed necessary by the City of Santa Ana or OCFA, the City of Santa Ana or OCFA may observe and inspect Contractor's business office, and Contractor must make promptly available to the City of Santa Ana'or, OCFA for its examination all of Contractor's records that pertain to performance of the Contract. The City of Santa Ana or OCFA may audit, examine„amftopy any and all Contractor records pertaining to their performance cfAhe contract, including but not limited to, r � personnel records, daily logs, conditions of employment, and,all other data. The City of Santa Ana or OCFA's right to inspect Contractor's business*office and any and all records pertaining,to their performance of the Contract will be restricted to normal business hours and reasonable notice shall be given to Contractor in advance of such inspection. • 1 i 3.10 COOPERATION Contractor must cooperate with the City, of Santa Ana and OCFA and take all actions necessary to ensure that all terms -arid' conditions, and required performance levels- set forth in the,,,Contract` Documents are satisfied at all times throughout the contract term. 3.11 NON -COLLUSION CERTIFICATE Each Proposer` must execute and submit with each bid proposal the Non -Collusion Certificate in Section 7. If there is reason to believe that collusion exists among Proposers, all bid proposals submitted will be rejected and none of the participants in such collusion will be considered in any future RFP. 3.12 INDEPENDENT CONTRACTOR City of Santa Ana Page 131 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-41 a __ City of Santa Ana Both parties in the performance of the Contract shall be acting in an independent capacity of Santa Ana one from the other, and not as agents, employees, partners, or pursuant to a joint venture with one another. The parties understand and agree that Contractor and its employees (which term specifically includes, but is not limited to, the Transportation Personnel) are not employees of the City, the County or OCFA, and are not entitled to any of the rights, benefits, or privileges of City, County or OCFA, employees including, but not limited to, medical, unemployment, -or workers' compensation insurance. 3.13 INDEMNIFICATION CONTRACTOR agrees to defend,'indemnify, hold free and harmless the CITY OF SANTA ANA and OCFA, and their respective officers;'officials agents, employees and volunteers, at CONTRACTOR's sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the CITY OF SANTA ANA or OCFA, or their respective officers, officials, agents, employees or volunteers, arising out of the performance of the CONTRACTOR, its employees, -agents and/or authorized subcontractors, of the work undertaken pursuant to the Agreement, specifically including but not limited to the 9-1-1 Emergency Transportation Service. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the CONTRACTOR, its employees, agents and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the CONTRACTOR, its employees, agents and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the CITY OF SANTA ANA or OCFA, or their respective officers, officials, agents, employees or volunteers, based upon the work performed by the CONTRACTOR, its employees, agents and/or authorized subcontractors under this Agreement, whether or not the CONTRACTOR, its employees, agents and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the CONTRACTOR shall not be City of Santa Ana Page 132 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 IP 0 City of Santa Ana liable for the defense or indemnification of the CITY OF SANTA ANA or OCFA for claims, actions, complaints or suits arising out of the sole negligence or willful misconduct of the CITY OF SANTA ANA or OCFA. The Mutual Aid Provider shall be required to include the same language in the Mutual Aid Contract, indemnifying the City of Santa Ana and OCFA to the same degree as Contractor. 3.14 COMPLIANCE WITH LAW All services provided by Contractor pursuant to the Contract Documents must be rendered in full. All compliance with all applicable federal, state, and local laws, rules, statutes, and regulations. It will be Contractor's sole responsibility to determine which federal, state, and local laws, rules, statutes, and regulations apply to the services tobe performed pursuant to the Contract Documents, and to maintain compliance at all times throughout the Contract term. 3.15 RESPONSIBILITY Except as may be specifically stated herein to the contrary, it shall be the responsibility of Contractor to provide all Transportation Personnel with whatever resources and equipment are necessary to perform the 9-1-1 Emergency Transportation Service, and to otherwise satisfy all of the terms and conditions set forth in the Contract Documents at all times during the Contract term. Except where it may be specifically permitted in the Contract, Contractor may not use any outside ambulance service providers or other resources to satisfy its obligations to provide 9-1-1 Emergency Transportation Service to the City of Santa Ana and OCFA, without first obtaining the prior written consent of the City of Santa Ana. Notwithstanding the granting of any such approval by the City of Santa Ana and OCFA, nothing stated herein shall relieve Contractor of its duties and responsibilities under the Contract, and any additional cost incurred shall not be charged to the County, City of Santa Ana or OCFA. City of Santa Ana Page 133 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 i 0 City of Santa Ana 3.16 ACTS OR OMISSIONS OF REPRESENTATIVES The acts and/or omissions of the owner(s), officers, operators, officials, employees, agents, and representatives of the Contractor in the performance of the services and obligations under the Contract Documents shall constitute the acts and/or omissions of the Contractor. 3.17 INSOLVENCY ACTS OR OMISSIONS OF REPRESENTATIVES Contractors shall not, without the prior written consent of the City of Santa Ana or OCFA, suffer either the appointment of a: "rece'iver to,,take possession of all, or , substantially all of the assets of Contractor ; or make a general assignment of such assets for the benefit of creditors. Any such action `taken or suffered by" Contractor under any insolvency or bankruptcy proceeding constitutes a.bma"Ch/bf contract by,Contractor, and all property, equipment or materials assigned by OCFA,-the City of Santa Ana and/or the County to Contractor related to the provision of services under this contract shall be automatically "released" by Contractor and returned back to*the possession and control of the City of Santa Ana and OCFA. Following the -occurrence of any such event, the City of Santa Ana or OCFA. may assign such' property, equipment or materials to another assigned service provider, in the City of Santa Ana's or OCFA's sole discretion. City of Santa Ana Page 134 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana SECTION 4 OPERATIONAL STANDARDS, PROCEDURES AND PERFORMANCE REQUIREMENTS 4.1 EMERGENCY RESPONSE COMMUNICATIONS SYSTEM 4.1.1 Communications Requirements F Contractors must comply with the following requirements concerning the installation, use, operation, and mainte_ nance of their Emergency Response Communications System: ' A. Emergency Response Communications System' must be operated and maintained by Contractor twenty-four.(24)hours per day;,seven (7) days per week; f B. Contractor dispatch., centers must -be,.equipped with a secondary, emergency back-up'electrical system to insure uninterrupted twenty-four (2.4) service; and, ` C. Complete integration of Contractor's dispatch center with OCFA (CAD to CAD) at the Contractor's sole expense is desirable. D: All" 9-1-1 Emergency Transportunits assigned to the City of Santa Ana must at a.minimurn be equipped with an 800 MHz communication device that allows'communication between OCFA personnel, OCFA dispatch center, and contractor dispatch center. Tier II (Mutual Aid) units must meet same requirements. E. Automatic Vehicle Locator System (AVL) will be required on all 9-1-1 Emergency Transport units at contractor's expense. F. GPS/Route navigation will be required on all 9-1-1 Emergency Transport units at contractor's expense. City of Santa Ana Page 135 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 i -_ City of Santa Ana 4.1.2 Vehicle Communications A. 800 MHz Mobile Radio Contractors must install and maintain at their sole cost and expense, an OCFA approved 800MHz mobile radio in the front passenger area (with a remote head in the rear patient area) of each ambulance that will be used for patient transport in the performance of the contract. The 800MHz mobile radios with a pre -identified radio identifier and at the discretion of the OCFA, configured to send status and message data, are to be used by Contractors' EMTs and ambulance personnel to communicate response status with OCFA dispatch and by OCFA paramedics to communicate with base and receiving hospitals during patient transport. Contractors must comply with the following 800 MHz mobile radio requirements: i. Contractors must obtain all necessary licenses, permits, and/or approvals from OCC (and any other applicable licensing or permitting agency) to operate and maintain their 800 MHz mobile radios as required herein in conjunction with the 800 MHz C.C.C.S.; ii. Contractors must comply with all federal, state, and local laws, rules, statutes, and regulations governing the operation of 800 MHz mobile radios, including compliance with 800 MHz C.C.C.S. Standard Operating Procedures; iii. Contractors must ensure that their 800 MHz mobile radios are pre -assigned to a vehicle with a pre -identified radio identifier and are configured to send status and message data compatible with OCFA SmartNet Information Management System (SIMS), and must include an OCFA approved and issued Motorola DEKbox with 8 status/message keys to transmit unit status (e.g., en route, on scene, and available status functions); OCFA will configure the SIMS system to City of Santa Ana Page 136 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WO I A t 0 City of Santa Ana enable this feature on all Contractor radios enabled on the 800 MHz C.C.C.S.; and iv. All Contractor 800MHz mobile radios must meet OCFA, OCC, ECC, 800 MHz C.C.C.S., and OCEMS specifications and requirements. B. Mobile Data Computer System Contractors must install and maintain, at their sole cost and expense, an OCFA approved and issued mobile data radio at Contractors' dispatch center for purposes of sending and receiving electronic emergency dispatch information,. instructions, and call status. Contractors must comply with the following mobile data radio system requirements: 1. MDC Radio Upon the award of a contract and prior to the Effective Date, Contractors must pay OCFA a onetime, non-refundable communications start-up fee of $3,500, which shall cover the following: (a) OCFA-issued and owned mobile data radio; (b) OCFA-issued mobile data application software; (c) mobile data installation; (d) 'mobile data programming; and (e) Mobile Data Radio and antenna to be installed at the Contractor's expense, as specified by OCFA. All communications equipment issued to Contractors by OCFA pursuant to this Section shall remain the property of OCFA. The communications systems described in this Section must be installed and fully operational prior to the Effective Date. Upon contract termination, all OCFA-issued communications equipment must be returned to OCFA within City of Santa Ana Page 137 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19 D-47 0 City of Santa Ana thirty (30) days. This fee may be waived by OCFA if Contractor currently meets the specified requirements of this paragraph. ii. Annual MDC Fee Contractors must pay OCFA a $250 annual fee for MDC system operation and maintenance, which shall be due and payable upon contract award and annually thereafter. III. Personal Computer Contractors must provide, at their sole cost and expense, and as part of their Emergency Response Communications System, a personal computer having the following minimum specifications: Intel Pentium 500•MHz or greater; 10.0 GB Hard Drive; 256 Mb SDRAM; 2000XP OS;.Color display VGA; Com Ports — 1 serial, 1 USE, 1 Parallel; CD ROM; and, Keyboard — Standard Qwerty 104. iv. Mobile Application Software Motorola Tx Messenger v3.0 software or greater as specified by OCFA. 4.2 SERVICE HOURS 4.2.1 Service Contractor must provide, at a minimum: A. Transportation Personnel to fully staff the First Tier Service ambulances as provided by the Contractor as part of this contract, such that those vehicles are able to provide twenty-four (24) hour emergency ambulance transportation within the City, seven (7) days a week, for the duration of the term of the contract. B. A sufficient number of fully equipped Mutual Aid units, such that Contractor is able to respond to all 911 and other emergencies calls in City of Santa Ana Page 138 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WPM*] W P M S __ City of Santa Ana the City of Santa Ana and meet the response time requirements set forth in Section IV(C) below. C. Except to the degree that the RFP specifically provides for an exemption, during the term of the Contract, Contractor shall provide sufficient resources such that Contractor is able to respond to 100% of all 911 and other emergency calls in the City of Santa Ana by means of the combined efforts of the First Tier Service and Mutual Aid Service within the response time requirement. 4.2.2 Field Supervisor Contractor must have an authorized field supervisor available to the City of Santa Ana and OCFA personnel, either•.by radio or in person, on a•twenty-four (24) hour, seven (7) day per.week.basis during the term of the contract. The Field Supervisor must be assigned and staffed in a separate non -transport unit. 4.3 RESPONSE TIMES- 4.3.1 General Requirements Contractors must respond to OCFA's requests for emergency ambulance transportation service within the response times set forth in this Section. Response times will be calculated as the actual elapsed time in minutes from the moment the request is received by the Contractor's dispatch center to the time that the Contractor's first ambulance arrives on scene. Where multiple ambulances are dispatched to the same emergency scene, only the response time of the ambulance arriving first'will be counted for purposes of calculating the response time. 4.3.2 Response Time Measurement Response times are measured in full minutes, rounded upward. For purposes of measuring compliance and for the imposition of any penalties, any City of Santa Ana Page 139 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana partial minute will be rounded to the next full minute. For example, a response time of 10:01 or 11:00 is counted as eleven minutes. 4.3.3 Response Times Required Contractor must strictly adhere to the following required response times at a quarterly compliance rate of ninety percent (90%) in each Code 2 and Code 3 categories, which shall be reported separately: Metro/Urban Requirements: a. Code 3 - Response time must not exceed nine (9) minutes, fifty-nine (59) seconds. b. Code 2 - Response time must not exceed fourteen (14) minutes, fifty- nine (59) seconds. 4.3.4 Response Time Reporting Contractor must provide quarterly response time reports to the City and OCFA ("Quarterly Response Time Reports"). If the Quarterly Response Time Reports are not submitted to the OCFA as prescribed herein two (2) or more times in a single 12-month period, such omissions may constitute breach of contract. 4.3.5 Call Cancellation In the event a call for service is cancelled prior to arrival, the response will be considered to be within the response time requirement so long as the elapsed time between the call for service and the cancellation does not exceed the applicable response time requirement. In the event the elapsed time between the call for service and the cancellation is in excess of the applicable response time requirement, the call will be considered late. 4.3.6 Quarterly Response Time Report - Format City of Santa Ana Page 140 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 1 City of Santa Ana The Quarterly Response Time Reports must be submitted by Contractor using an electronic spreadsheet format. Whenever response times in either Code 2 or Code 3 categories fall below the 90% compliance rate in any given quarter, Contractor shall include a narrative assessment as to the cause of any response delay, and, if requested, shall meet and confer with the OCFA Fire Chief or designee for purposes of establishing a plan for avoiding such delay in the future. 4.3.7 Exemptions to Response Time Requirements The response time requirements set forth iri'this Section may be suspended and not enforced, at the sole discretion of the OCFA, in unusual circumstances. There shall be no exemption for response delays due to vehicle mechanical problems, driver error, traffic, weather, or mistake. The response time requirements set forth in this Section will be suspended and not enforced under the following limited circumstances: A. High Call Volume: Responses to calls for service during periods of unusual system overload or high call volume, which shall be determined at the sole discretion of the OCFA; B. Disasters: Responses to calls for service during an OCFA or city -declared disaster occurring during. a declared disaster in a neighboring jurisdiction, which has requested. emergency ambulance transportation or other mutual aid assistance from OCFA or the City of Santa Ana. For purposes of this Section, a "declared disaster' means any condition of disaster as declared or affirmed by the OCFA Fire Chief or his designee; C. Multiple Ambulance Response: For responses to calls for service where more than one ambulance is dispatched to the same incident, only the response time of the ambulance first to respond will be required to meet the required response time requirements; D. Response Up/Downgrade: For Code 3 calls where the response priority code is downgraded to Code 2 by OCFA while the ambulance is en route to the scene, the response time standard for that call shall be recorded as City of Santa Ana Page 141 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-51 -- City of Santa Ana a Code 2 call. If the response priority code is upgraded from Code 2 to Code 3 by OCFA while the ambulance is en route to the scene, the response time standard for that call shall be recorded as the number of minutes for a Code 3 call plus the number of minutes already elapsed, not to exceed the original total minutes for a Code 2 call;. E. Return of OCFA Personnel: In the event that an ambulance is delayed in responding to a call for service, or is hindered from providing a timely response, due to the need to comply with the requirement that it return all OCFA personnel to their respective fire stations, as described herein, the response time requirement for that call will be suspended. This exemption will only apply for a call for service dispatch that occurs while the ambulance is waiting for or actually returning OCFA personnel. It shall be the Contractor's responsibility to document such circumstances, including the length of time and the affected call(s) for service. Contractor must apply for a specific exemption as provided below. Calls for service dispatches that occur after the ambulance has returned OCFA personnel and while returning to any ambulance post location are not eligible for this exemption. 4.3.8 Procedures to Request Response Time Exemption Applications for receiving an exemption to the response time requirements must be submitted by Contractor to the OCFA for approval. Such requests must accompany the Quarterly Response Time Report for the period in which the exemption is requested. Requests for exemptions outside of the current quarterly reporting period will not be considered. Each request for exemption must include the following information: A. The incident date; B. The OCFA Incident Number(s); C. A narrative summary of the incident; D. Explanation for the cause of the response time delay; and City of Santa Ana Page 142 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 W PZ*AL __ City of Santa Ana E. The specific exemption requested. The decision to either grant or deny a response time exemption request will be made by the OCFA within thirty (30) days; the decision to deny may be appealed to the Santa Ana OCFA Fire Chief or his designee, whose decision shall be final. 4.3.9 Use of Alternative Methods to Meet Response Time Requirements For purposes of maintaining compliance with the response time requirements established herein, Contractor must, negotiate and enter into a Mutual Aid Contract with an ambulance service operator for the provision of 9-1-1 Emergency Transportation Service ("Mutual Aid Provider'). Any ambulance provider selected to provide such services, and any agreement to provide such services pursuant to this Section, must satisfy the following requirements: A. The Mutual Aid Contract must be reviewed and approved -by the City of Santa Ana and OCFA prior to execution. of the Contract awarded pursuant to this RFP and a copy of the Mutual Aid Contract must be sent to the OCFA EMS Section Battalion Chief; B. Mutual Aid Providers will be expected to perform 9-1-1 Emergency Transportation Service in the City of Santa Ana in accordance with all of the operational standards, procedure's, and performance requirements set forth in the Contract Documents. Prior to Contractor providing any 9-1-1 Emergency Transportation Service under the Contract, the Mutual Aid Provider must acknowledge this obligation in writing to the City of Santa /tTIT- FTiT'NZe]f C. Mutual Aid Providers and their employees must cooperate with the City of Santa Ana and OCFA and must participate in any audit requested by the City of Santa Ana or OCFA concerning their performance; and City of Santa Ana Page 143 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 ODI , 0 City of Santa Ana D. Notwithstanding the above, Contractor, and not the Mutual Aid Provider will be primarily responsible for ensuring compliance with all terms, conditions, standards, and performance requirements set forth in the Contract Documents, including but not limited to, the primary obligation to pay any penalties which may be imposed by the OCFA and the payment of all fees and reimbursements. 4.3.10 Disciplinary Actions for Failure to Meet Response Time Requirements/ Performance Deficiency A. Meet and Confer Should a Contractor fail to meet the response time requirements set forth in this section in any quarterly period, either for any single Code category or for the cumulative total of Code 2 and Code.3 calls as outlined in section 4.3.3 -Response Times Required of this RFP, the OCFA representative shall notify the Contractor ,and meet and confer with said Contractor regarding performance and response time deficiencies. The purpose of this meeting is to notify the Contractor of its deficiencies and to work with the Contractor to ensure proper response time performance in the immediate future. B. Penalties At the'discretion of the OCFA, monetary penalties may be assessed against a nor%complianf Contractor for failure to meet the response time requirements set forth in this Section. Quarterly aggregate response times (i.e., in any quarterly period for any single Code category) that are not in compliance with the response time requirements set forth in this Section may result in the OCFA assessing the non -compliant Contractor with a monetary penalty according to the following compliance and fine schedule: City of Santa Ana Page 144 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-54 City of Santa Ana Quarterly Responses That Are In Compliance with Response Time Reouirements: Penalty Imposed*- 90% or Better 85% - 89.9% 80% - 84.9% Less than 79.9% None $5,000 $7,000 $10,000 Note: Penalties are for Code 2 / Code 3 reported separately and calculated separately. In addition to the above response time penalties, the OCFA may assess monetary penalties against Contractor for the following: i. Turned Call Penalties Any calls for service that are not handled by the Contractor through the' First Tier or Mutual Aid Service, that require OCFA to request service from another ambulance service operator, will result in the assessment of a 'Turned Call" penalty in the amount of $1,000 per occurrence. Contractor is to immediately notify the OCFA EMS Chief of said occurrence'within 24 hours. Failure to report within 24 hours will result in an additional penalty of $500. ii.Late Report/Late Payment Penalties Any reports, fees, or reimbursements that are required to be submitted to the OCFA Contractor pursuant to the Contract Documents (e.g., Quarterly Response Time Reports, CQI, etc.) and that are not submitted on time may result in the imposition of a $500 penalty per occurrence. C. Corrective Action Plan City of Santa Ana Page 145 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-55 City of Santa Ana Situations which come to the attention of, or are reported to, the OCFA EMS Section Battalion Chief and which appear to constitute a Contractor service or performance deficiency or substantial inadequacy, as determined by the OCFA, shall be immediately investigated by the OCFA. An example of such situation might be the Contractor's failure to achieve at least a 90% response time performance in any single Code category for a quarterly reporting period. At the discretion of the OCFA, a Corrective Action Plan may be imposed on the Contractor to correct identified and verified performance deficiencies and inadequacies. The OCFA authorized representative shall meet to develop a written Corrective Action Plan (CAP) within fifteen (15) working days of the identification and verification of the service or performance deficiency, or • substantial inadequacy, in accordance with the following CAP requirements: i. CAP Format The CAP shall describe the following:• (1) The service or performance deficiency, or substantial inadequacy shall be identified; and (2) The method by which Contractor is to correct the service or performance deficiency, or substantial inadequacy, shall be outlined. Contractor shall sign the CAP, thereby agreeing to the corrective action set forth in the CAP, with any areas of disagreement noted in writing. A copy of the signed CAP shall be furnished to Contractor at the conclusion of the CAP meeting. ii. Correction Period Correction of the service or performance deficiency, or substantial inadequacy, shall occur within a period of not to exceed sixty (60) days from the development of the CAP, unless the OCFA representative determines that correction cannot be accomplished within the specified time frame. When correction will take longer City of Santa Ana Page 146 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 ODI 0 City of Santa Ana than sixty (60) days from the development of the CAP, the CAP shall specify interim dates by which specific steps toward correction of the service or performance deficiency, or substantial inadequacy, will take place with the total time period not to exceed three (3) months. iii. CAP Inspection/Compliance The Fire Chief or his designee, shall visit and inspect Contractor's business office, facilities, vehicles, personnel, and/or records to review and document actions taken by Contractor to implement the CAP and shall document any continuing service or performance deficiency, or substantial inadequacy, which is not,corrected within the specified time frame. In the event Contractor fails'to correct the service or performance deficiency, or substantial inadequacy identified in the CAP within the time frame provided, OCFA may find Contractor to be in material breach of the Agreement. D.Timely Performance Required Assessment of penalties or the imposition of a CAP, pursuant to this Section will not relieve Contractor of the responsibility to meet all performance expectations as set •forth in the Contract Documents. Substandard cumulative response time performance (i.e., below the 90% compliance rate for combined Code 2 and Code 3 calls) in any two (2) quarters in a single twelve (12) month period will constitute breach of contract, resulting in the imposition of a Remedial Action Plan (RAP). Failure to timely correct and cure any response time deficiency, after having been given notice and a reasonable opportunity to cure such violation in accordance with an established Corrective Action Plan (CAP) or failure to cure a breach of contract after the imposition of a Remedial Action Plan (RAP), may constitute a material breach of the Agreement. Additionally, City of Santa Ana Page 147 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-57 City of Santa Ana consistent problems in meeting and/or maintaining the response time requirements will be a key factor in determining whether to grant contract extensions. This RFP requires the highest levels of performance, reliability, and compliance with the established performance criteria and service delivery criteria, and the mere demonstration of effort, even diligent and well-intentioned effort, will not substitute for proper compliance. E. Waiver Any monetary penalty that may be imposed pursuant to this Section may be waived, upon a showing of good cause, at the sole discretion of the OCFA whose decision shall be final. 4.3.11 Emergency On -Scene Procedures A. Contractors must perform as a part of the patient care team and must be able to perform all BLS treatment modalities within their scope of practice, as required by OCEMS. B. All ambulance Transportation Personnel assigned by Contractor to perform 9-1-1 Emergency Transportation Service under the contract must: i. Be trained in Orange County EMS protocol and procedure; ii. Work under the direction of the OCFA Incident Commander and/or the OCFA EMT -Paramedic in charge of the patient(s) and/or incident; Ill. Fully cooperate with and abide by the instructions of the OCFA Incident Commander and/or the OCFA EMT -Paramedic in charge of the patient(s) and/or incident; iv. Place their apparatus and equipment at the scene in a safe location or as deemed appropriate by the OCFA Incident Commander and must be City of Santa Ana Page 148 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 w lwe 0 City of Santa Ana mindful of the need for safe operations, including the avoidance of exhaust fumes; v. Not interfere with or assist OCFA personnel in any firefighting or emergency rescue operation; vi. Request a secondary ambulance and/or,.feld supervisor immediately upon determining that their unit has suffered a mechanical failure or is or may become disabled, or upon -the request of an OCFA Incident Commander, and must likewise immediately inform the OCFA Incident Commander of any mechanical failures; and, vii. Be aware that safety is the responsibility of all personnel on scene; ambulance personnel shall not enter or operate in unsafe environments. 4.3.12 Disaster Assistance During a disaster, declared locally or in a neighboring jurisdiction, strict application of the performance standards set forth in the Contract Documents may be temporarily suspended by the OCFA in order to provide an appropriate response. While disaster coordination shall be provided by OCFA, Contractor is expected to be actively, involved in the planning and response to any declared disaster. Upon notification of a disaster by OCFA, Contractor must immediately commit any and all available resources and assist OCFA and the City of Santa Ana in accordance with disaster plans and protocols applicable in the locality where the disaster has occurred. In the event of a disaster, the following shall apply: City of Santa Ana Page 149 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 - City of Santa Ana A. During such periods, Contractor will be released from the response time requirements until notified by the OCFA Duty Officer that disaster assistance is no longer needed; B. When disaster assistance is no longer needed, Contractor must resume performance pursuant to the Contract Documents as quickly as is practical considering personnel exhaustion, medical supply restocking needs, and other relevant considerations; C. While performing disaster assistance, Contractor shall provide supervisory assistance at the command post or emergency operations center as requested and are to use best efforts to provide local emergency coverage; Contractor must also suspend non -emergency transport -services as necessary, informing persons requesting non -emergency transport of the reason for the temporary suspension; D. During the course of a disaster, OCFA will work with Contractor to utilize mutual aid providers who are authorized to perform such services within the County to meet the service demands of the disaster. 4.3.13 Standard of Performance Contractors must perform all work and services pursuant to the Contract Documents in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the private, emergency ambulance transportation field in the State of California. Contractor must warrant that they are skilled in the professional calling necessary to perform all work and services under the Contract Documents. Contractor must warrant, and from time to time may be required by the OCFA to demonstrate, that all employees and authorized subcontractors shall have sufficient skill and experience to perform the work and services assigned to them under the Contract. Finally, Contractor City of Santa Ana Page 150 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 W Ia"I'l. 1 -- City of Santa Ana must further represent that they, their employees, and authorized subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work and services under the contract, and that such licenses and approvals shall be maintained at all times during the term of the contract. 4.3.14 General Provisions A. Return of OCFA Personnel OCFA provides Advanced Life Support ("ALS") services from a variety of delivery platforms, including engine and truck companies. In cases where OCFA personnel accompany patients in the ambulance en route to hospitals or to other receiving facilities, and the OCFA ALS unit does not.follow-up to the hospital/receiving facility,'the Contractor/ or. Mutual Aid Provider shall return those personnel to their assigned fire station(s) within 30 minutes from the conclusion of the run. The conclusion of the run is defined as the moment when the patient has-been transferred into the care of hospital/medical staff, the ambulance crew has completed all required documentation, and the ambulance has been restocked and is ready to be placed back in service. At the conclusion of the run, the ambulance crew is to advise the accompanying OCFA personnel that they are ready to return them to their station. If while returning OCFA personnel to their station, the ambulance receives another 9- 1-1 emergency call, the ambulance may accept that call for service and take those returning OCFA personnel to the new call at the discretion of the OCFA personnel on board. B. 911 Calls for Service/Referral The 9-1-1 Emergency Transport Ambulances must be able to respond 24 hours a day 7 days a week to all 911 and other emergencies as required. City of Santa Ana Page 151 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 Wilm"l j1 -- City of Santa Ana C. Performance Contractor must demonstrate a continuous effort to detect and correct service level performance deficiencies, as determined by the OCFA, and to continuously upgrade the performance and reliability of the EMS system. Clinical and response time performance must be extremely reliable, with equipment failure and human error held to an absolute minimum through constant attention to performance, protocol, procedure, performance auditing, proper management oversight, employee training, continuing education, and prompt and definitive service level corrective actions plans. D. Conflict of Interest Proposers must certify that they are not, and will not be, violating either directly or indirectly any conflict of interest statute, rule, or regulation by their performance of the services described herein: E. Complaints Contractor must immediately notify the OCFA in writing of any complaints, inquiries, or investigations initiated. by OCEMS, the California Emergency Medical Services Authority, and/or any.other federal, state, or local regulatory agency regarding Contractor's services performed pursuant to the Contract Documents, including but- not limited to: level of service; service delivery; service quality; billing practices; medical training; and personnel. Nothing in the Contract %Documents shall be construed as superseding the authority of OCEMS'or any,. other duly empowered regulatory agency from separately and/or concurrently exercising its authority to provide regulatory oversight and to take action to ensure that emergency ambulance response services are administered according to law. F. HIPAA Business Associate Assurances Effective April 14, 2003, or such other implementation date established by law, to the extent that the parties have a "business associate" relationship, the City of Santa Ana Page 152 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 flpllx L - City of Santa Ana parties shall carry out their obligations under the Contract Documents in compliance with the privacy regulations published at 65 Federal Register 82462 (December 28, 2000) (the "Privacy Regulations") pursuant to Public Law 104- 191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261, et seq., as amended ("HIPAA" ), to protect the privacy of any personally identifiable, protected health information ("PHI") that is collected, processed or learned as a result of the services provided' pursuant to the Contract. In conformity therewith, both parties must agree that they will: i. Not use or further disclose PHI except: (a) As permitted under the Contract -.(that is, for the purpose of maintaining accurate records of the services provided pursuant to the Contract and for the billing of such services to patients, guarantors, insurers, carriers or other responsible parties; the issuance of reports to the other party pertaining to same; and related administrative functions pertaining to these activities); (b) As required for the proper management and administration of ALS and BLS in their capacity of Santa Ana as HIPAA "Business Associates" of each other; or (c) As.required by law; ii. Use appropriate'safeguards to prevent use or disclosure of PHI except as permitted by the Contract; Report to each other any use or disclosure of PHI not provided for by the Contract of which a party becomes aware; City of Santa Ana Page 153 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WODIXt3 City of Santa Ana iv. Ensure that any agents or subcontractors to whom either party provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to both parties with respect to such PHI; v. Make PHI available to the individual who has a right of access as required under HIPAA; vi. Make available for amendment and incorporate any amendments to PHI when notified to do so by either parry; vii. Make available to either party the information required to provide an accounting of the disclosures of PHI made by the one party on the other party's behalf, provided such disclosures are of the type,,for which an accounting must be made under the Privacy Regulations; viii.Make their internal practices, books and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining either party's compliance with HIPAA and the Privacy Regulations; and ix. At the termination of the Contract, return or destroy all PHI received from, or created or received by one party on behalf of the other party. In the event the return or destruction of such PHI is infeasible, both parties' obligations undee-this Section shall continue in full force and effect so long as either party possesses any PHI, notwithstanding the termination of the Contract for any reason. G. Medicare/Medi-Cal Participation Contractor must warrant and represent that they are enrolled providers in good standing in the Medicare and Medi-Cal programs and are not the subject of any pending actions, investigations or prosecutions, whether civil, criminal or City of Santa Ana Page 154 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0City of Santa Ana administrative, relating to their billing or reimbursement practices, and that Contractor shall not employ or utilize individuals for the performance of services hereunder who have been excluded from any state or federal health care program. Contractor must agree to notify the OCFA of any imposed exclusions or sanctions covered by this warranty and the OCFA in consultation with the City of Santa Ana reserves the right to immediately terminate the Contract upon receipt of such notice. 4.3.15 External Medical Quality Control _ Contractor must fully comply with all federal, state, and local medical standards, protocols, and rules and regulations, applicable to the provision of private, emergency BLS ambulance transportation, including those established by OCEMS. Contractor must at all'times during the contract term cooperate with the OCEMS program managers and'the OCEMS Medical Director in the monitoring, regulation, management, oversight, and administration of the County EMS system. The OCEMS Medical Director, or his designee, has both the authority and responsibility to routinely establish and monitor private, emergency ambulance system performance, including but not limited to: ambulance equipment standards; medical protocols; personnel standards; training standards; medical dispatch procedures; first responder practices and training; medical control; and to effect corrective and disciplinary action as necessary. 4.3.16 Internal Medical.Quality Control Contractors must establish a Continuous Quality Improvement ("CQI") program directed at, but not limited to, effective administration and management of clinical performance, response time performance, driver performance, dispatch performance, and for all other BLS service levels. City of Santa Ana Page 155 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 I City of Santa Ana SECTION 5 PERSONNEL 5.1 PERSONNEL REQUIREMENTS 5.1.1 Employee Performance Contractor must employ only competent and trained personnel, and shall provide a sufficient number of employees to perform, the services provided under the Contract Documents. Contractor must comply with all the following personnel requirements: l ,ti A. All of Contractor's Transportation Personnel and -,employees shall be sufficiently trained and capable to.ensure the safe and proper discharge of their service responsibilities; \ • , B. All Contractor ambulance, personnel must possess valid California Driver's Licenses in the proper class, including,any required certifications, and must be compliant-wit1h -all relevant provisions, of _the California Vehicle Code, Health'and Safety Code, and all other laws applicable to private, emergency ambulance response�personnel; C. Contractor must have an employee alcohol and drug program that includes at a minimum, an alcohol,and drug free workplace policy, and an employee alcohol/drug-testing program that complies with the U.S. Department of Transportation requirements to the extent allowed by law, including random alcohol and drug,testing. Any Contractor employee found working under the influence of alcohol or drugs must be immediately removed from performing any further duties under the Contract Documents. The alcohol and drug program must meet the following requirements: A contract with a program administrator and authorized lab certified by the U.S. Department of Transportation; City of Santa Ana Page 156 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 Its] �a,111 .%, .-1* N City of Santa Ana ii. Procedures and components substantially as in Part 40 of Title 49 of the Code of Federal Regulations for pre -employment; iii. Procedures and components substantially as in Part 382 of Title 49 of the Code of Federal Regulations for rehabilitation, return -to -duty and follow up testing; , iv. Procedures and components for random testing following U.S. Department of Transportation guidelines; and additional tests as required following accidents, rehabilitation, return -to -service, and other circumstances providing reasonable suspicion to test; v. Upon request by the OCFA, yearly reports of the random testing component must be filed by the program administrator, in redacted form concealing employee identifiable information, with OCFA; vi. Contractors and program administrator's alcohol and drug program records shall be made available, in redacted form concealing individual employee identities, to OCFA upon request; vii. Contractor employees must show a valid California driver's license at the time and place of testing; and viii. All test results are kept confidential except that OCFA is authorized to receive copies, in redacted form concealing individual employee identities, for its administrative purposes, and except as otherwise authorized or required by law. City of Santa Ana Page 157 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 MX•L ' City of Santa Ana E. Contractor must participate in the California Department of Motor Vehicles (DMV) Employer Pull Notice Program; F. Contractor must not employ in the performance of services pursuant to the Contract Documents any ambulance operator or attendant or employee convicted of or having pled nolo contendere to a crime involving a stolen vehicle, stolen property, violence, drugs or moral turpitude, fraud, or misdemeanor or felony driving while under the influence of alcohol or drugs. If any Contractor employee is charged with any of the above listed crimes, Contractor must immediately suspend that employee from performing any further duties under the Contract Documents pending the outcome of the criminal case; G. Contractor's employees � must maintain acceptable standards of dress, including uniforms, and cleanliness while on duty in the community and must at all times conduct themselves in a professional manner; H. Contractor's employees must fully cooperate with and abide by the instructions of OCFA personnel while on scene; I. If any employee becomes ineligible to provide services under the Contract Documents, Contractor must immediately notify the OCFA EMS Section Battalion Chief in writing of such ineligibility and the reason(s) therefore; J. Contractors must ensure that all of its employees and ambulances are, at all times during the term of the contract, in full compliance with all federal, state, and local laws, rules, statutes, and regulations, including but not limited to: the California Vehicle Code; the California Health & Safety Code; Orange County Ambulance Ordinance; applicable City of Santa Ana ambulance ordinances; and any and all OCEMS or State EMS Authority policies, standards, procedures, regulations, and/or protocols. All Contractor employees must have City of Santa Ana Page 158 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 %Esl111IM1: I -- City of Santa Ana in their possession, at all times while on duty, applicable licenses, certifications, and/or permits, as may be required by the agencies and authorities listed above; K. Contractor's emergency response personnel must carry and furnish to OCFA personnel upon request any required licenses, certifications, and/or permits, including proper identification, for purposes of verifying validity, ensuring compliance with licensing, certification, and permitting requirements, and for the proper reporting of employee performance -related issues to Contractor; L. The OCFA EMS Section Battalion Chief may request.Contractor to participate in emergency response joint training exercises to improve the capability and coordination of both OCFA and Contractor's response to a given emergency or disaster. Such training will be scheduled and mutually coordinated by the OCFA EMS Section Battalion Chief and the Contractor. Such training shall not exceed twenty (20) hours per year/per shift and not,billable to the City of Santa Ana; M. Any additional training that may be deemed necessary by OCFA shall be attended by Contractor's personnel upon reasonable notice and at the sole cost and expense of Contractor. Such additional training may include, but is not limited to, mass casualty, weapons of mass destruction, and/or other emergency response training; N. Contractors must make available to the OCFA EMS Battalion Chief upon request any and all Contractor personnel training records for those employees who perform services pursuant to the Contract Documents; O. Contractor employees shall perform the duties required under the Contract Documents in an ethical, professional, and orderly manner and shall endeavor at all times to obtain and keep the confidence of the public. City of Santa Ana Page 159 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WODIXA*�, 0 City of Santa Ana P. Contractor must utilize management practices that ensure that its Transportation Personnel, working extended shifts, part-time jobs, voluntary overtime or mandatory overtime, are not exhausted, overworked, or exhibiting impaired judgment or motor skills. 5.1.2 Employee Removal At the request of the OCFA (in the sole discretion of either) and based on a demonstrated pattern of either poor performance, misconduct, or service complaints, Contractor shall remove any Transportation Personnel designated by the OCFA from performing further duties under the Contract. 5.2 CONTROL Neither the County, the City, of Santa Ana or OCFA, or any of their respective officers, elected officials, agents, representatives, or employees, shall have any control over the conduct of Contractor's employees except as specifically set forth in the Contract Documents. Under no circumstances shall Contractor or any of its employees represent that they are in any manner agents or employees of the City of Santa Ana, County or OCFA, it being understood that Contractor its agents and employees are as to the City of Santa Ana, County and OCFA, wholly independent contractors and that Contractor's obligations to the City of Santa Ana and OCFA are solely those prescribed by the Contract Documents. Contractor further acknowledges and agrees that the City of Santa Ana, the County, and OCFA have no responsibility whatsoever for the payment of any wages, salary, health benefits, retirement benefits, taxes, or any other benefits that may be due to Contractor employees. City of Santa Ana Page 160 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 -- City of Santa Ana SECTION 6 SUPPLIES, EQUIPMENT AND VEHICLES 6.1 Standards All equipment and supplies furnished by Contractors to perform BLS services under the Contract Documents must comply with all federal, state, and local laws, rules, statutes, and regulations applicable to the provision, of emergency ambulance transportation, including but not limited to, those BLS equipment and supply standards and protocols established by the OCEMS Medical Director. Such equipment and supplies must be stocked at all times on each ambulance performing services under the Contract Documents. The amount, type and specifications of vehicles included in the proposal must be maintained throughout the life or term of the Agreement. All ambulances must be Type III modular ambulances, to be used exclusively for emergency ambulance transports originating within the City, will be considered a minimum acceptable level for service in the City. The Type III ambulances must be equipped with 800 MHZ radios with encryption capability (on board and/or portable), navigation system, Automatic Vehicle Locator System (AVL) hardware and software (GPS system) that interfaces with OCFA. All Type III ambulances shall meet or exceed requirements of the California Highway Patrol, the Department of Transportation, OCEMSA, and NFPA 1917. 6.1.1 Standard Inventory In addition to the above equipment and supply standards, Contractors must carry and stock at all times throughout the contract term on each ambulance performing services within an assigned EOA the following emergency medical equipment, which shall all be readily available and accessible from the interior portions of the patient transportation compartment: City of Santa Ana Page 161 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-71 -_ City of Santa Ana A. Bag valve mask resuscitator, adult with variable mask sizes; B. Bag valve mask resuscitator, pediatric with variable mask sizes; C. Heavy gloves to be used for blood or body fluid protection; D. Disposable Latex gloves, medium, large and x-large, two (2) boxes; E. Suction unit that complies with OCEMS policies and procedures; F. Non-invasive blood pressure device (various cuff sizes, including thigh cuff); G. Child safety seats (when approved by federal agencies). 6.1.2 Required Equipment Automated External Defibrillator (in conjunction with, trained and qualified employees). Favorable consideration will be given if Contractor can supply an External Cardiac Compression Device for each Type III ambulance. 6.1.3 Personal Safety Equipment Contractors shall provide personal safety equipment for all employees in accordance with applicable federal and state laws or standards. It shall be the sole responsibility and expense of the Contractor to maintain or replace, or cause to be maintained or replaced, any personal safety equipment required. Contractors are solely responsible for ensuring that all of its personnel abide by all federal, state and local safety standards. To ensure that each ambulance responder has emergency scene personal protective equipment they,may need to keep them safe in a potentially hazardous environment, Contractors shall comply with State OCEMS Guideline 216 regarding recommended PPE for Ambulance Personnel (OSHA's General Description and Discussion of the levels of Personal Protective Gear, 29CFR 1926.65, App. 8, Part IV, Level D) for each ambulance dedicated to 911 emergency transportation, including: i. Full-length blue (EMS) jacket with reflective stripes. (NFPA 1999, EMS Standards) City of Santa Ana Page 162 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 ; P1 24 City of Santa Ana ii. Hard hat, Work Helmet Blue iii. Leather gloves City of Santa Ana Page 163 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 a' -- City of Santa Ana SECTION 7 BID PROPOSAL SUBMISSION FORMS PROPOSER CHECKLIST ❑ BINDER (ORIGINAL + 7 COPIES + 1 ELECTRONIC FILE OF THE PROPOSAL PACKAGE SAVED ON FLASH DRIVE) ❑ ONE BID PROPOSAL ❑ PAGE SIZE, FONT SIZE, PAGE LIMITS ❑ TITLE PAGE ❑ TABLE OF CONTENTS ❑ ITEM 1 - COVER LETTER ❑ ITEM 2: GENERAL OVERALL DESCRIPTION OF PLAN TO PROVIDE 9-1-1 EMERGENCY TRANSPORTATION SERVICE IN CITY OF SANTA ANA ❑ ITEM 3 - OVERALL OPERATIONAL SYSTEM ❑ ITEM 4 - DRIVER TRAINING ❑ ITEM 5 - INTERNAL MEDICALQUALITY CONTROL ❑ ITEM 6 - MUTUAL AID PROVIDER ❑ ITEM 7 - PERSONNEL AND TRAINING ❑ ITEM 8 - HIPAA COMPLIANCE PLAN ❑ ITEM 9 - CORPORATE COMPLIANCE PLAN ❑ ITEM 10 - PLAN FOR TAKEOVER OF SERVICE/START-UP ❑ ITEM 11 -EMS RESUME ❑ ITEM 12 —AGREEMENT TO CONDITIONS ❑ ITEM 13 - PRICE WORKSHEET ❑ ITEM 14 - CONFLICT OF INTEREST CERTIFICATION ❑ ITEM 15 - STATEMENT OF TRUTH ❑ ITEM 16 - NON -COLLUSION CERTIFICATION ❑ ITEM 17 - PHOTOGRAPHS (OPTIONAL) City of Santa Ana Page 164 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-74 0City of Santa Ana TITLE PAGE/COVER SHEET (1 PAGE LIMIT) City of Santa Ana Request for Proposals for Fire/EMS Emergency Ambulance Transportation and Related Services RFP # 18-059 Insert Proposer Name Insert Proposer Address Insert Proposer Authorized Contact/Representative Signature of Authorized Contact/Representative Insert Proposer Telephone Number Insert Date of Bid Proposal Submission Designate as "Original' or Copy City of Santa Ana Page 165 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-75 _- City of Santa Ana TABLE OF CONTENTS Please include in the Bid Proposal a Table of Contents listing the following requested items and submission forms in the order provided: ITEM 1: COVER LETTER ITEM 2: GENERAL OVERALL DESCRIPTION OF PLAN TO PROVIDE 9-1-1 EMERGENCY TRANSPORTATION SERVICE IN CITY OF SANTA ANA ITEM 3: OVERALL OPERATIONAL SYSTEM ITEM 4: DRIVER TRAINING ` ITEM 5: INTERNAL MEDICAL QUALITY,CONTROL ITEM 6: MUTUAL AID PROVIDER ti ITEM 7: PERSONNEL AND TRAINING ITEM 8: HIPAA COMPLIANCE PLAN ITEM 9: CORPORATE COMPLIANCE PLAN ITEM 10: PLAN FOR TAKEOVER OF SERVICE/START-UP ITEM 11: EMS -RESUME ITEM12: AGREEMENT,TO CONDITIONS._ _ , J ITEM 13: PRICE WORKSHEET ' ITEM 14: CONFLICT OF INTEREST CERTIFICATION ITEM 15: STATEMENT OF. TRUTH ITEM 16: NON -COLLUSION CERTIFICATION ITEM 17: PHOTOGRAPHS (OPTIONAL) City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 Page166 19D-76 0 City of Santa Ana ITEM 1: COVER LETTER (4 PAGE LIMIT) Please include a cover letter, on official Proposer letterhead, that describes the Proposer and its qualifications. A. The official name of the Proposer; B. The Proposer's organizational structure (e.g. corporation, partnership, limited liability corporation, or otherwise); C. The jurisdiction in which the Proposer is organized and the date of such organization; D. The address and telephone number of the Proposer's headquarters and of any local office involved in the bid proposal; E. The Proposer's Federal Tax Identification Number; F. The name, address, telephone, fax numbers and e-mail address of the person(s) who will serve as the authorized contact(s) to the City of Santa Ana and OCFA with regards to the bid proposal, the RFP process, the Contract Documents, and the administration of the contract, if awarded, with authorization to make representations on behalf of and to bind the Proposer; G. Provide applicable authorized signature documentation, pursuant to Proposer's organizational structure/bylaws, verifying the authority of the person signing the original bid proposal to commit to the proposal on behalf of the Proposer (attach to cover letter); H. A representation that the Proposer is in good standing in the State of California and has obtained all necessary licenses, permits, certifications, approvals and governmental authorizations necessary in order to perform all of the required performance obligations specified in the RFP; A representation that the Proposer is in good standing in the Medicare and Medi-Cal programs and is not the subject of any pending actions, investigations or prosecutions, whether civil, criminal or administrative, relating to their billing or reimbursement practices, and that Proposer has not been excluded from any state or federal healthcare program or employs any individual who has been excluded from any state or federal healthcare program; City of Santa Ana Page 167 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-77 __ City of Santa Ana J. Statement of acceptance of all terms, conditions, requirements, and performance criteria contained in the Contract Documents; and, K. Any additional information Proposer deems relevantfor consideration during the selection process. i� City of Santa Ana Page 168 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 il;] lw, 0 City of Santa Ana Q PAGE LIMIT) 1. Provide a general description of how Proposer proposes to provide the 9-1-1 Emergency Transportation Service contemplated by this Request for Proposals. This specifically includes, but is not necessarily limited to, the provision of the First Tier Service, and Mutual Aid Service. This section is intended to provide Proposer with an opportunity to provide a general overview of how their company will be able to provide the various levels of 9-1-1 Emergency Transportation Service, and to provide any other information that Proposer believes will be helpful to City of Santa Ana in making its decision. City of Santa Ana Page 169 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 - City of Santa Ana ITEM 3: OVERALL OPERATIONAL SYSTEM (3 PAGE LIMIT) 1. Provide description of supervisory plan of crews, including number and location of supervisory personnel. 2. Provide an overall summary of Proposer's Southern California system operations including: a. Total number of ambulances in fleet; b. Total number of employees including line^.staff, supervisors, managers, administrative, billing, etc.; and C. Contact information for medical: director; contact information for continuing education program, driver training, etc. 1 - IN City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 Page170 19D-80 0 City of Santa Ana ITEM 4: DRIVER TRAINING (2 PAGE LIMIT) Please provide a description of the Driver Training Program Proposer proposes for its provision of the 9-1-1 Emergency Transportation Service and describe in detail how the proposed Driver Training Program will either meet or exceed the performance expectations and requirements. Additional Specific Submission Data: 1. Provide a detailed course syllabus or curriculum for driver training program offered to employees; 2. Provide the total number of course hours per course offered; 3. Describe the internal training. _plan, including. timeframe for completion and retraining; and 4. Provide the name of the institution providing the training, if applicable. City of Santa Ana Page 171 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WJ 11BOTI n City of Santa Ana ITEM 5: INTERNAL MEDICAL QUALITY CONTROL (3 PAGE LIMIT) Please provide a description of Proposer's Internal Medical Quality Control and Continuous Quality Improvement ("CQI") Programs. Additional Specific Submission Data: 1. Provide a description of Proposers quality assurance/improvement process, including time frames for process completion; and 2. If your proposed Internal Medical Quality Control and Continuous Quality Improvement ("CQI") Programs will exceed the standards and requirements set forth in this RFP, please clearly explain in a description how such requirements will be exceeded City of Santa Ana Page 172 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 l ["J 11BOL 0 City of Santa Ana ITEM 6: MUTUAL AID PROVIDER (2 PAGE LIMIT) Please provide a description of the Proposer's Mutual Aid Service Provider Agreement. Additional Specific Submission Data: Provide a copy of all current or proposed Mutual Aid Contracts that would include: a. Name of mutual aid provider(s) (if known); b. Location of mutual aid provider(s); c. Staffing capabilities of mutual aid provider, if known. d. Expiration date of the mutual aid provider contracts. City of Santa Ana Page 173 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WODIZOOIKI -_ City of Santa Ana ITEM 7: PERSONNEL AND TRAINING (A).ASSIGNED PERSONNEL PROFILE (3 PAGE LIMIT) Please provide a detailed spreadsheet of the individual personnel, including proposed management team, employee names, current certification/license level of service, certificate/license number, and number of years as an employee of Proposer, proposed by Proposer for the performance of services under the Contract Documents. { (B). FIELD TRAINING,OFFICERS 9 PAGE Please provide the ratio of field training officers.' to EMT.s-or other ambulance personnel that Proposer proposes to commit, and provide%a detailed explanation\of Proposer's proposed Field Supervisor and'Training Programs and management/field supervisor oversight plan. (C). PRIMARY PERSONNEL (5 PAGE LIMIT) Please provide the resumes of no more than five (5) proposed key personnel (maximum one page each) whose job duties for. Propo_ser's Orange County operations will relate solely, 'and exclusively, to" e, fulfillment -�of- the terms, conditions, performance expectations, and obligations relative to Proposers performance under the Contract Documents' a (D).EMPLOYEE RECRUITMENT. SCREENING AND ORIENTATION (2 PAGE LIMIT) Please provide description of the current personnel Recruitment, Screening, and Orientation Program Proposer currently employs and modifications Proposer proposes to utilize in connection with its provision of 9-1-1 Emergency Transportation Service and describe in detail how the proposed Recruitment, Screening, and Orientation Program will enable Proposer to consistently and continuously meet or exceed the training standards, personnel requirements, and performance expectations set forth in Section 5. City of Santa Ana Page 174 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 W 11BOVA 0 City of Santa Ana ITEM 7: PERSONNEL AND TRAINING (CONTINUED) (E).CONTINUING EDUCATION PROGRAMS (2 PAGE LIMIT) Please provide a description of any and all continuing education programs, including continuing medical education programs, that will be provided to all employees who perform services under the Contract Documents, as well as a discussion of Proposer's commitment to providing such programs at all times throughout the contract term. (F). HIPAA TRAINING PROGRAMS (2 PAGE LIMIT) Please provide a description of Proposers HIPAA;training program that has been provided to all employees and will be provided to all new employees who perform services under the Contract Documents. City of Santa Ana Page 175 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WIMP r� -_ City of Santa Ana ITEM 8: HIPAA COMPLIANCE PLAN (1 PAGE LIMIT) Please provide a description and explanation of Proposer's HIPAA Compliance Plan, including Proposer's certification that all personnel have signed a confidentiality agreement and have undergone HIPAA Privacy Training. City of Santa Ana Page 176 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 l ["J M610 City of Santa Ana ITEM 9: CORPORATE COMPLIANCE PLAN (2 PAGE LIMIT) Please provide a summary and explanation of Proposer's Corporate Compliance Plan, if applicable. A Corporate Compliance Plan should include those elements identified in the Office of Inspector General's Compliance Program Guidance for Ambulance Suppliers [Federal Register: March 24, 2003 (Volume 68, Number 56)]. City of Santa Ana Page 177 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 w lMob City of Santa Ana ITEM 10: PLAN FOR TAKEOVER OF SERVICE/START-UP (4 PAGE LIMIT) Please describe in detail Proposers proposed implementation plan for the takeover of services/start-up, or resumption of services under the new Contract, as applicable, within the City of Santa Ana by the Effective Date; including but not limited to: (a) Proposer's transition or implementation management team; (b) ,proposed start-up schedule for ensuring timely commencement of services on TBD at,,TBD hours; and (c) proposed initial service response and coverage plan, including deployment plans, post locations, housing, and staffing plans. ` �j City of Santa Ana Page 178 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WI&OV: __ City of Santa Ana ITEM 11 EMS RESUME (5 PAGE LIMIT) Please provide a detailed resume of Proposers 9-1-1 Emergency Transportation Service experience. Minimum Qualifications: Proposer meets the experience,required outlined in RFP. 1. Complete the 911/Fire/EMS Contracts chart found"infthe following page and include the following information: • List the city(ies) or Fire Department(s) -Agencies for which provider has provided emergency ambulance transportation services during tHe,past ten (10) years that can be used to meet one of the "experience" requirement in the RFP. Provide j l contact information including contact person, telephone number and address. • Provide 911 emergency ambulance transportation annual call volume by operating area or equivalent. • Indicate whether the provider was the primary or back -'up 911 provider. • Indicate the contractual or agreed, upon,respohse'time requirements for each of the listed contracts. • List the duration, in years, that the provider held a contract as a primary or back - Up. provider.' •, City of Santa Ana Page 179 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WO IZ•R% 0 City of Santa Ana ITEM 11 EMS RESUME (continued) (5 PAGE LIMIT) Ten (10) Years 911/Fire/EMS Experience Primary Response Time CitieslFire Depts. For Contact Name Monthly & or 911 Requirement which bidder has provided And Catendaryears Back-up status Call Volume 911 ambulance services in Phone Number that provider M=Metro/Urban past five years hold contract. P=Primary S=Suburban/rural B=Back-up W=Wilderness M= S= W= M= S= W= M= S= W= M= S= W= M= S= W= The experience requirements this applies to: At least five (5) consecutive years experience providing 9-1-1/Fire/EMS services as a prima ry 9-1-1 provider in a system comparable to the City of Santa Ana system (which meets a minimum qualification based on 80% of the 2017 Santa Ana Response Data, page 1.) within the last 10 years; or 2. Provide a description of the EMS system as it relates to ambulance deployment for those areas where contracts are/were held. (2 pages.) City of Santa Ana Page 180 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 y City of Santa Ana ITEM 12 AGREEMENT TO CONDITIONS Agreement to Conditions Additional Information The Proposer agrees to promptly supply the CITY OF SANTA ANA and OCFA with any further information requested for the accurate determination of the prospective Proposer's qualifications to perform the proposed services. Right to Audit The Proposer agrees to give the City, County, and/or the CITY OF SANTA ANA and OCFA the right to audit those documents or records' (including financial records) requested in the Submission Form, provided by the Proposer, or referred to in the Proposer's submission prior to and after award of the contract. Agreement to Pay Expenses Required THE CITY OF SANTA ANA or OCFA may require Proposers submitting proposals to participate in an onsite visit by the CITY OF SANTA ANA and OCFA staff to inspect and/or verify records. If based outside of Orange County, the Proposer submitting the proposal agrees to pay related travel expenses,. including food and lodging, for up to three the CITY OF SANTA ANA staff members and three OCFA staff members for up to two days to conduct the inspection. Agreement to Expand Resources as Needed The Proposer agrees to expand its resources, at the sole discretion of the CITY OF SANTA ANA or OCFA, and at no additional cost to the City, including number of ambulances, if response times are not met or if call volume increases. In addition, the Proposer agrees to maintain, at a minimum, the number and type of vehicles as proposed throughout the term of the contract. The CITY OF SANTA ANA is in the process of annexing parcels of land owned by the COUNTY OF ORANGE that would be incorporated by the CITY OF SANTA ANA. The area is commonly referred to as the "Seventeenth Street and Tustin Avenue Island". The area consists of the following: 29 single family homes: 13942-13971 Deodar Street 20 single family homes: 13822-13831 Medford Street; 17152, 17162, 17182 Medford Street 8 business locations: 2301, 2305, 2307, 2309, 2311, 2313, 2315, 2401 Seventeenth Street 3 business locations: 2301 Seventeenth Street 7 business locations: 13912 Ponderosa Street City of Santa Ana Page 181 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WM11 0 City of Santa Ana 18 apartment units: 13892 Ponderosa Street 15 apartment units: 13862 Ponderosa Street 8 vacant lots: 13862, 13872, 13892, 13902, 13922, 13946, 13952, 13972 Ponderosa Street Agreement to Reduce Resources as Needed The Proposer agrees to reduce the number of resources•at the sole discretion of the CITY OF SANTA ANA or OCFA, and renegotiate costs in ihe,event response times are met and the actual call volume after one year from contract,award date does not require the number and hours/days of coverage. t. Proprietary Information .` It is the responsibility of each Proposer', to clearly identify. information in their prequalification application and RFP bid response that it.considers,do be confidential or proprietary under the California Public Records Act. 'ToAhe extent'that.the CITY OF SANTA ANA agrees with that 'designation; such"information will' be held in confidence whenever possible. yAll other information will be considered public. However, all information regarding the,pregdalifcation and RFP bid responses will not be released to the public or be subject to, the Public Records Act during the deliberative process until such time as the evaluation has been completed and, or if, an award has been made. AUTHORIZED NAME (print) AUTHORIZED SIGNATURE DATE City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 Page182 19D-92 0 City of Santa Ana ITEM 13: PRICE WORKSHEET CITY OF SANTA ANA RFP # 18-059 FOR FIRE/EMS EMERGENCY AMBULANCE TRANSPORTATION AND RELATED SERVICES Initial Term: Year 1 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2019- 12/31 /2019* Annual Contract Price $ Not to exceed $ per month" Complimentary Billing: (Price Per Transport) Initial Term: Year 2 9-1-1 EMERGENCY TRANSPORTATION SERVICE,FOR PERIOD OF: 1/1/2020- 12/31/2020* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) Initial Term: Year 3 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2021- 12/31/2021* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) City of Santa Ana Page 183 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 Ip ll 0 City of Santa Ana Initial Term: Year 4 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2022- 12/31 /2022* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) Initial Term: Year 5 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2023- 12/31 /2023* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) First Renewal Option: Year 1 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2024- 12/31 /2024* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) First Renewal Option: Year 2 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2025- 12/31 /2025* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) City of Santa Ana Page 184 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 I E% ME City of Santa Ana First Renewal (Final) Option: Year 3 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2026- 12/31 /2026* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) Second (Final) Renewal Option: Year 1 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2027- 12/31 /2027* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) Second Renewal (Final) Option: Year 2 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2028- 12/31 /2028* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) *Dates assume a January 1, 2019 contract effective date. In the event the Contract is awarded to a new, contractor, the incumbent contractor may be granted a six month extension, with City Council approval, beginning January 1, 2019 to June 30, 2019, to allow sufficient time for the transition of services between service providers. City of Santa Ana Page 185 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WIMP ' City of Santa Ana ITEM 14: CONFLICT OF INTEREST CERTIFICATION The undersigned hereby certifies on behalf of ("Proposer"), and hereby declares under penalty of perjury under the laws of the State of California, that Proposer is not, and will not be violating either directly or indirectly any conflict of interest statute, rule, or regulation if awarded a contract and if authorized to perform the services described in this RFP. Signed, this day of 2018 in California. IF SOLE OWNER: Signature of Owner Print Name 1. IF PARTNERSHIP (JPA or merger): Signature of Partner (General Partner) Date Date Print Name - IF CORPORATION: Signature of President Date Print Name Signature of Secretary Date Print Name City of Santa Ana Page 186 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 flp mI: 0 City of Santa Ana ITEM 15: STATEMENT OF TRUTH The undersigned hereby certifies on behalf of ('Proposer'), and hereby declares under penalty of perjury under the laws of the State of California, that the information provided by Proposer and contained in this bid to the (TBD) EMS 9- 1-1 Emergency Transportation Service RFP is accurate, complete, true and correct to the best of our knowledge. We are aware that should any of the information contained herein be found to be false, incorrect, or otherwise untruthful, or if the information contained herein contains material misrepresentations and/or material omissions of fact, the City of Santa Ana of Santa Ana may, at its sole discretion, pursue any and all remedies available as authorized by law, which may include the right, at the option of the City, to either reject or disqualify this bid proposal from further consideration in the course of the procurement process and/or to declare any contract awarded as the result thereof void. Signed, this day of 2018 in California. In the event that one of the above events occurs during the bid submittal date and contract award, the new corporation/stockholder must provide a notarized statement stating their agreement to the terms and conditions of the contract and prior to bid submittal without exceptions. This must be received within 5 business days of the change IF SOLE OWNER: Signature of Owner Print Name IF PARTNERSHIP (JPA or merger): Date Signature of Partner (General Partner) Date Print Name IF CORPORATION: Signature of President Date Print Name City of Santa Ana Page 187 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 w mb __ City of Santa Ana Signature of Secretary Date Print Name City of Santa Ana Page 188 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana ITEM 16: NON -COLLUSION CERTIFICATION The undersigned hereby certifies on behalf of ("Proposer"), and hereby declares under penalty of perjury under the laws of the State of California, that this (TBD) EMS 9-1-1 Emergency Transportation Service RFP is genuine and not sham or collusive, nor made in the interest of or on behalf of any person not herein named; the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a sham proposal nor solicited any other person, firm or corporation to refrain from submitting a proposal; the Proposer has not communicated, directly or indirectly, with any other Proposer regarding the amount, price, and/or service rates proposed herein; and Proposer has not in any manner sought by collusion to secure for himself/herself/itself any advantage over any other Proposer. We declare the foregoing is true and correct under penalty of perjury under the laws of the State of California. Signed, this day of -2018 in California. IF SOLE OWNER: Signature of Owner Date Print Name IF PARTNERSHIP (JPA or merger): Signature of Partner (General Partner) Date Print Name IF CORPORATION: Signature of President Date Print Name Signature of Secretary Date Print Name City of Santa Ana Page 189 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 WO I 'F __ City of Santa Ana ITEM 17: PHOTOGRAPHS (OPTIONAL) (3 PAGE LIMIT) Proposers may provide, at their option, any color photographs or other renderings depicting Proposer's emergency ambulance service facilities, operations, vehicles, equipment, performance and/or personnel. City of Santa Ana Page 190 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana ATTACHMENT NO. 1 SAMPLE CONTRACT WITH CITY FOR EMS EMERGENCY TRANSPORTATION SERVICES This agreement ("Agreement") is made and entered into.this day of , 2018, by and between the CITY OF SANTA ANA of Santa Ana; a municipal corporation located in the County of Orange ("CITY OF SANTA ANA") and with principal offices at ("CONTRACTOR"). RECITALS WHEREAS, CITY OF SANTA ANA issued -a Request for Proposals on August 28, 2018 related to the provision of emergency transportation services in the'CITY OF SANTA ANA (the "RFP"). A copy of the RFP -is•attached hereto and incorporated herein by this reference as Exhibit "A"; and WHEREAS, in response to thdRF,P, CONTRACTOR submitted a Proposal dated 2018 (the. "Proposal'), ,a copy -of -which- is attached hereto and incorporated herein by'this reference as Exhibit "B"; and-,_' WHEREAS, CONTRACTOR is.an ambulance providerfully licensed and otherwise qualified.to perform the work required by -this Agreement, and was selected by CITY OF SANTA ANA following evaluation of proposals submitted in response to the RFP; and WHEREAS, CITY �OF SANTA ANA desires to utilize the services of CONTRACTOR to provide primary ambulance transportation services and other related services in accordance with'the terms of the RFP and applicable federal, state and local laws; and WHEREAS, at•its'meeting of 2018, the Santa Ana CITY OF SANTA ANA Council accepted CONTRACTOR's Proposal and authorized CITY OF SANTA ANA staff to negotiate an Agreement with CONTRACTOR to provide emergency transportation services described in the RFP and in the Proposal. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, the parties hereby agree as follows: City of Santa Ana Page 191 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-101 City of Santa Ana 1. Contract Documents and Order of Precedence A. This Agreement shall consist of the following documents: (a) this Agreement; (b) the CITY OF SANTA ANA's RFP, (c) and the CONTRACTOR's Proposal. This Agreement, the RFP, and the Proposal, shall be hereinafter collectively referred to as the "Contract Documents". The Contract Documents constitute the entire agreement between the parties. This Agreement contemplates that CONTRACTOR will do whatever is required to perform the work in accordance with the terms of the Contract Documents and in accordance with any applicable governmental laws and regulations, whether specifically identified in the Contract Documents or not. Should any inconsistency be, found to exist between the aforesaid Contract Documents and this written Agreement, the provisions of this Agreement shall control. B. All provisions of the Contract Documents shall be binding on CONTRACTOR. In the event there is any discrepancy between the terms and conditions of one or more of the aforementioned Contract Documents, the Order of Precedence shall be used to resolve the discrepancy unless both parties mutually agree in writing to an alternative decision. The Order of Precedence for these documents shall be as follows: 1) First, this Agreement (together with any Amendments thereto). 2) Second, the RFP 3) Third, the Proposal. 2. Scope of Work A. In exchange for the compensation to be provided by CITY OF SANTA ANA to Contractor, Contractor will perform all of the services described in this Section for CITY OF SANTA ANA. The details of the services to be provided by CONTRACTOR are described in detail"in the Contract Documents. Those services shall include the provision of all 9-1-1 Emergency Transportation Services, including but not limited to the First Tier Service and the Mutual Aid Service (as defined below), together with the provision of any labor, material, supplies and equipment related to the provision of those services, and any other duties, obligation or services required of Contractor in the Contract Documents. (All of the services to be provided by CONTRACTOR under this Agreement shall be hereinafter collectively referred to as the "9-1-1 Emergency Transportation Services"). CONTRACTOR shall perform the 9-1-1 Emergency Transportation Services in accordance with the terms and conditions contained in this Agreement, and as described in Contract Documents. City of Santa Ana Page 192 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-102 0 City of Santa Ana B. All emergency transportation personnel assigned by CONTRACTOR or by the Mutual Aid Provider to perform 9-1-1 Emergency Transportation Services under this Agreement shall be hereinafter referred to as the "Transportation Personnel". C. Without limiting CONTRACTOR's obligation to comply with all of its duties and obligations under the Contract Documents, the 9-1-1 Emergency Transportation Services to be provided by CONTRACTOR shall include, but shall not be limited to, each of the following: 1. First Tier Service. Contractor will provide,with its own forces a sufficient number of fully equipped ambulances and Transportation Personnel, so as to provide, in accordance with industry standards and'this RFP, all of the CITY OF SANTA ANA's needs for 9-1-1 Emergency Transportation Service, being able to respond 24 hours a day 7 days a week to all 911 and other emergencies as required (the "First Tier Service" or "First Tier"). The First Tier Service will be designed by Contractor so as to ensure that there.are enough of Contractor's own ambulances and Transportation Personnel available to meet 100% of the anticipated number of calls for 9-1-1 Emergency Transportation Service in the CITY OF SANTA ANA. The First Tier Service shall meet the response times and all other requirements of this RFP for the 9-1-1 Emergency Transportation Service. Each year thereafter, for the duration of the Term of the proposed Contract, Contractor will be required to re-evaluate the level of coverage being provided, so as to ensure it is providing the required level of coverage. 2. Mutual Aid Service. Contractor will also enter into a mutual aid agreement with a separate qualified ambulance service provider doing business in Orange County, to provide backup services in the event the First Tier Service is unable to respond to a call for Emergency Services (hereinafter "Mutual Aid Contract," "Mutual Aid Service," "Mutual Aid Service" or "Mutual Aid"). The company providing the ST Mutual Aid Service will be hereinafter referred to as the "Mutual Aid Provider." In providing 9-1-1 Emergency Transportation Services the Mutual Aid Provider must meet the same RFP requirements, response times, and otherwise provide the same level of service, as Contractor is required to provide under the Contract. The Mutual Aid Contract and the Mutual Aid Provider must be approved by the CITY OF SANTA ANA and the OCFA prior to provision of any service by Contractor, such approval not to be unreasonably withheld. The intent of this RFP is that Contractor will provide a sufficient level of coverage under the First Tier Service, such that services under the Mutual Aid Service will only be needed in rare circumstances, if at all. Contractor will be solely responsible for paying the Mutual Aid Provider for any services rendered under the Mutual Aid, which amount will be the Mutual Aid Provider's sole compensation for services rendered under the Mutual Aid. City of Santa Ana Page 193 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-103 -_ City of Santa Ana D. BLS and ALS Services. All Transportation Personnel assigned to perform 9-1- 1 Emergency Transportation Services under this Contract, whether under the First Tier Service or Mutual Aid Service, will provide Basic Life Support ("BLS") services and transport patients to medical facilities when required. OCFA, in cooperation with the Transportation Personnel, will provide on -scene Advanced Life Support ("ALS") services. E. All Transportation Personnel assigned to perform 9-1-1 Emergency Transportation Service under this Contract, whether under the First Tier Service or Mutual Aid Service, must at all times meet the minimum qualifications as listed in Section V of the RFP. F. The Agreement is subject to annual review based on the criteria specified in the Contract and as outlined herein. The CITY OF SANTA ANA's intent is to contract with and hold accountable those parties working with and on behalf of the CITY OF SANTA ANA of Santa Ana and OCFA in providing 9-1-,1 Emergency Transportation Service to the citizens and visitors of Santa Ana. G. Contractorand the Mutual Aid Providerwill provide type III emergency transport (ambulance) vehicles (including all costs related to maintenance, fuel, insurance, repair costs and communication equipment) for all 9-1-1 Emergency Transportation Services provided under the First Tier Service and the Mutual Aid Service. 3. Contract Price and Payment A. CITY OF SANTA ANA shall pay CONTRACTOR for furnishing the material and doing the prescribed work at the unit prices or lump sum prices set forth in CONTRACTOR's Proposal ("Contract Price'). 1. Contractor's sole compensation for providing all 9-1-1 Emergency Transportation Services, specifically including but not limited to the First Tier Service and Mutual Aid Service will be the Contract Price. Contractor will not be entitled to bill CITY OF SANTA ANA or any of its customers any additional amount for any services provided under this Contract, unless it is first approved in writing by CITY OF SANTA ANA. 2. The payment of the Contract Price includes the provision of the Mutual Aid Service. Contractor will be solely responsible for compensating the Mutual Aid Provider for any 9-1-1 Emergency Transportation Services it may provide in the CITY OF SANTA ANA under this Contract, which compensation will be at the rate set forth in the Mutual Aid Contract or as otherwise required by law. Contractor and the Mutual Aid Provider will not have any recourse against the CITY OF SANTA ANA to recover for any 9-1-1 Emergency Transportation Services provided under either the First Tier Service or the Mutual Aid Service, except as specifically authorized in the Contract. Contractor's sole compensation will be the Contract City of Santa Ana Page 194 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-104 -- City of Santa Ana Price it receives from CITY OF SANTA ANA. In the event of a dispute between the Mutual Aid Provider and Contractor, the Mutual Aid Provider's sole remedy will be against Contractor. This fact will be clearly stated in the Mutual Aid Contract, and Contractor must agree to indemnify and defend CITY OF SANTA ANA against any claims or demands arising out of, or which are in any way related to, any services provided under the Mutual Aid Service. The Mutual Aid Contract will include similar provisions requiring the Mutual Aid Provider to indemnify CITY OF SANTA ANA for any claims or demands made by Contractor or other parties related to the 9-1- 1 Emergency Transportation Services it may provide, 4. Billing A. CITY OF SANTA ANA will be solely responsible for the billing and collection of all amounts owed by customers/patients provided 9-1-1 Emergency Transportation Services in the CITY OF SANTA ANA, whether for services provided by Contractor, the Mutual Aid Provider, OCFA, CITY OF SANTA ANA, or their respective employees, agents, volunteers, or subcontractors. CITY OF SANTA ANA, in its discretion, will be free to bill for these services in whatever manner it may deem appropriate, and may combine billings for various services provided. Contractor and the Mutual Aid Provider will actively cooperate with CITY OF SANTA ANA to provide whatever information or assistance CITY OF SANTA ANA may reasonably require so that it can process customer/patient billings in a timely manner. This will include, but is not limited to, Contractor providing CITY OF SANTA ANA with a detailed list of all the 9-1-1 Emergency Transportation Services provided by both the Contractor and the Mutual.Aid Provider during the preceding month. The specific information to be provided by Contractor in the monthly reports will be determined by CITY OF SANTA ANA, and may be modified by CITY OF SANTA ANA from time to time to meet its reasonable needs. Failure to provide accurate information in a timely manner will constitute a material breach of this Agreement. B. The entire proceeds of all such billings and collection efforts will be the sole property of CITY OF SANTA ANA. Neither Contractor nor the Mutual Aid Provider will have any right to the proceeds of any -billings or collections for services provided under the First Tier Service, the Mutual Aid Service or for any other services provided under this Agreement, unless specifically authorized in writing by CITY OF SANTA ANA. Contractor must design its bid so1hat the amount bid as the Contract Price will be sufficient to provide the required level of services under both the First Tier Service and the Mutual Aid Service, without expecting any additional amounts in compensation. C. CITY OF SANTA ANA may amend this contract in the event the City of Santa Ana elects an alternate bid proposal submitted by a contractor as part of the RFP process. 5. Term City of Santa Ana Page 195 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-105 __ City of Santa Ana A. Effective Date. The effective date of this Agreement shall be TBD hours on TBD, ("Effective Date'), at which time CONTRACTOR will assume full responsibility for the provision of 9-1-1 Emergency Transportation Services within the CITY OF SANTA ANA. At the sole discretion of the OCFA on behalf of the City of Santa Ana, the Effective Date may be postponed in order to protect public health and safety, or in the event CONTRACTOR is for any reason unable to commence performance at that time. B. Initial Term. This Agreement is for an initial three (3) year term, beginning on the Effective Date and ending on TBD hours on TBD (the "Initial Term"). The contract shall automatically expire at the end of the Initial Term.unless extended as provided below. C. Extension. Upon the mutual written agreement of the parties, the contract may be extended for up to two (2) additional two (2) year terms (for a possible total of 7 years). Successful past performance during the initial contract period will be a critical factor in the decision to grant an extension. The OCFA's decision to either grant or deny a contract extension(s) shall be final. The decision to grant an extension shall be made by the OCFA on behalf of the City of Santa Ana. At the end of the Initial Term, or at the end of contract extension term(s) if granted, this Agreement shall automatically terminate (the Initial Term together with any contract extension(s), if any, shall hereinafter be collectively referred to as the "Term"). 6. Termination This Agreement may be.terminated by the parties as hereinafter provided: A. This Agreement may be terminated by either party, with or without cause, upon ninety (90) days prior written notice to the other party. B. OCFA on behalf of the CITY,OF SANTA ANA may terminate this Agreement for Cause by providing CONTRACTOR seven (7) days prior written notice of termination for Cause and the factors constituting Cause. C. OCFA on behalf of the CITY OF SANTA ANA may terminate this Agreement immediately if the OCFA Fire Chief or designee (in their reasonable discretion) determine that continued operations_ by CONTRACTOR following the breach would constitute a danger to the public health, safety or general welfare. 7. Breach of Agreement A. Factors Constituting Breach and Cause. Factors constituting a breach of this Agreement and also warranting Cause for termination include but are not limited to each of the following: City of Santa Ana Page 196 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-106 0 City of Santa Ana 1. A failure by CONTRACTOR's to perform the covenants and requirements set forth in the Contract Documents in the time and manner specified, and as required by this Agreement. 2. Failure of CONTRACTOR to perform the 9-1-1 Emergency Transportation Services in a manner which enables the CITY OF SANTA ANA/OCFA or CONTRACTOR to remain in compliance with the requirements of the County of Orange Emergency Medical Services ("OCEMS") ambulance ordinance and related rules and regulations. 3. Supplying the CITY OF SANTA ANA/OCFA with materially false or misleading information during the RFP process or during the course of producing any required reports to the CITY OF SANTA ANA or OCFA. 4. Willful falsification or unreasonable withholding of data supplied to the CITY OF SANTA ANA or OCFA or to OCEMS during the Term of this Agreement, including but not limited to: dispatch data, patient report data, response time data, financial data, or omission of other data -required under this Agreement. 5. Failure to meet the minimum vehicle deployment plan for ambulance service as described in the RFP. 6. Failure of CONTRACTOR's employees to conduct themselves in a professional and courteous manner, and to present a professional appearance. 7. Failure of CONTRACTOR to maintain all required vehicle maintenance schedules and records as set forth as described in the RFP or as reasonably required by CITY OF SANTA ANA or OCFA. 8. Failure of CONTRACTOR to maintain all training and continuing education as required in the RFP, and as required by OCFA and OCEMS policies and procedures and State regulations. 9. CONTRACTOR's failure or refusal to respond to any request by CITY OF SANTA ANA or OCFA concerning the manner or means by which CONTRACTOR is providing the operation of 9-1-1 Emergency Transportation Services in the CITY OF SANTA ANA under this Agreement and pursuant to the Contract Documents. 10. Transfer or assignment of ownership or other interest in CONTRACTOR contrary to the terms of this Agreement, including but not limited to Section 11 of this Agreement ["Assignment"]. City of Santa Ana Page 197 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-107 0 City of Santa Ana 11. Disruption of service due to failure to maintain ambulance maintenance schedule. 12. The lapse of any license, permit or approval issued CONTRACTOR by a federal, state or local government, which license, permit or approval is/are reasonably necessary for the provision of the 9-1-1 Emergency Transportation Services contemplated by the Contract Documents. 13. CONTRACTOR becomes insolvent or unable to pay its debts as they mature, or makes an assignment for the benefit of creditors, or suffers or fails to pay and discharge within ninety (90) days of entry any final judgment (after exhaustion of any period of appeals) by any court in an amount of fifty thousand dollars ($50,000.00) or more. 14. CONTRACTOR files, or there is filed against CONTRACTOR, a petition to have CONTRACTOR adjudicated in a bankruptcy, or a petition for a reorganization or arrangement under any law relating to -,bankruptcy or insolvency. 15. CONTRACTOR is enjoined or prohibited by any court of competent jurisdiction from performing services under this Agreement. 16. The assets of CONTRACTOR are assumed by a trustee or other person pursuant to a judicial proceeding. 17. CONTRACTOR breaches or defaults in the performance of any of CONTRACTOR's material duties or obligations arising under this Agreement involving,the payment of money, and after receiving written notice thereof from CITY OF SANTA ANA fails within seven (7) days from receipt of such notice or have fully cured and corrected such breach or default. 18. Lapse of insurance required under this Agreement. 19. Failure to manage and resolve citizen complaints to the satisfaction of the CITY OF SANTA ANA or OCFA. 20. Failure to meet the on -time performance criteria as required in the RFP. 21. The breach or default of, or a failure to comply with, any material provision of this Agreement, any material provision of the RFP, or of any covenant specifically contained herein or incorporated by reference. City of Santa Ana Page 198 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-108 1 City of Santa Ana B. Right to Cure. In the event of any dispute arising under this Agreement, the injured Party shall notify the injuring Party in writing of its contentions by submitting a claim therefore. The injured Party shall continue performing its obligations hereunder so long as the injuring Party cures any default within thirty (30) days after service of the notice; provided, however, if a breach of this Agreement creates an immediate danger to the health and safety or general welfare to the CITY OF SANTA ANA, in the reasonable discretion of the Fire Chief or designee, may take immediate action to remedy the breach itself and/or terminate this Agreement. Notwithstanding the preceding, if the Fire Chief or designee finds that CONTRACTOR is diligently proceeding with all steps necessary to cure such default, the Fire Chief or designee in conjunction with the CITY OF SANTA ANA may, in his sole discretion, extend the time period by..which CONTRACTOR must cure such deficiencies, including the effective date of such termination. C. Waiver. No waiver of any Event of Breach or Default shall be valid or effective unless in writing and signed by CITY OF SANTA ANA. Any waiver of any one Event of Default or Breach shall not constitute, or be construed as creating, a waiver of any other Event of Default or Breach. D. Action Following Termination., Should this Agreement be terminated for breach, CONTRACTOR agrees that CITY OF SANTA ANA and/or OCFA, in their discretion, may take immediate possession of any CITY OF SANTA ANA or OCFA materials, equipment, and supplies CONTRACTOR may have used in.the performance of the 9-1-1 Emergency Transportation Services. Notwithstanding the above, should this Agreement be terminated for breach, CITY OF SANTA ANA or. OCFA shall have the option to take over the delivery of the 9-1-1 Emergency Transportation Services itself, using CITY OF SANTA ANA personnel or contractors; contract_ on a temporary emergency basis with other providers of emergency transport ambulance services; seek new proposals for service; or such other option as may be deemed necessary and legally available to CITY OF SANTA ANA. E. No Limitation on CITY OF SANTA ANA's Rights. Nothing herein shall act as any limitation upon the remedies available to CITY OF SANTA ANA whether at law, or otherwise, in the event of a breach or default of this Agreement. 8.Insurance A. Prior to beginning the provision of 9-1-1 Emergency Transportation Services under this Agreement, CONTRACTOR must provide to the satisfaction of the CITY OF SANTA ANA and OCFA, certificates of insurance and endorsements evidencing the policy or policies of insurance in the types and amounts set forth below. CONTRACTOR shall at all times City of Santa Ana Page 199 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-109 -_ City of Santa Ana during the term of this Agreement carry, maintain, and keep in full force and effect, the following minimum scope of insurance coverage: 1) Commercial General Liability Insurance in an amount not less than $10,000,000 per occurrence, written on an occurrence form. If the policy carries an annual aggregate, such aggregate shall be in an amount not less than $10,000,000 per occurrence. 2) Ambulance Medical Malpractice Insurance,in an amount not less than $3,000,000 per occurrence. If the policy carries 'an annual aggregate, such aggregate shall be in an amount not less than $6;000,000 per occurrence. Such insurance coverage may be combined with eitherthe general or automobile liability coverage required above; provided, however, if the insurance coverage is so structured, the combined coverage shall be in an amount not less than $5,000,000 per occurrence, with an annual aggregate of not less than $.10,000,000. 3) Comprehensive Business Autoinobile'Liability Insurance, in an amount not less than $3,000,000 per.occurrence,,covering owned, non -owned and hired vehicles, written on an occurrence form. If policy carries an annual aggregate, such aggregate shall be in an amount not less than $6,000,000 per occurrence. Contractor understands that ,it .must provide Business Automobile Liability coverage for all vehicles under both the First Tier Service and the Mutual Aid Service. This specifically includes, but is hot limited,to, Contractor's obligation to provide Business Automobile Liability coverage for any vehicles provided by CITY OF SANTA ANA/OCFA for use by Contractor under the First Tier, as well as for any vehicles provided by Contractor directly. 4) Workers' Compensation and Employers' Liability Insurance in a statutory amount for workers' compensation and in an amount not less than $1,000,000 for employers' liability. Such insurance shall contain a waiver -of -subrogation clause in favor of the CITY OF SANTA ANA and OCFA, and their respective officers, officials,'employees and agents. B. CONTRACTOR shall also comply with the following requirements: 1) If the above -required insurance coverage does not provide for an annual aggregate which is twice the per -occurrence limit, in the alternative the insurance policy (policies) shall be amended (by appropriate ISO endorsements) so that the policy limits apply solely to this Agreement. 2) The above -required liability insurance shall be in a form which supports coverage for the provisions of the indemnification clause required under this City of Santa Ana Page 1100 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-110 4' __ City of Santa Ana Agreement, including a claim brought against the CITY OF SANTA ANA and/or OCFA for the injury to, or death of an employee or agent of CONTRACTOR. 3) In the event of a claim (claims) against the above -referenced liability policies which reasonably may deplete one-half or more of the aggregate limits, CONTRACTOR shall immediately notify OCFA. In the event a claim (claims) against the above -referenced liability policies which are reasonably expected to deplete 90% of the aggregate limits, CONTRACTOR shall, at CONTRACTOR's expense, reinstate the aggregate limits at least to an amount equal to one-half of the face amount of the aggregate limits on the, policies. 4) All insurance required pursuant to. this. section shall be issued by a company authorized by the Insurance Department'of the State of California and rated A-VII or better by the latest edition of Best's Key Rating Guide. 5) No insurance required herein shall provide for a deductible in excess of $5,000 or a self -insured retention in any amount, without prior written consent of the CITY OF SANTA ANA and OCFA; and, the granting or denying of such consent shall be at the sole and absolute discretion of. the CITY OF SANTA ANA and OCFA. C. Endorsements. 1) All insurance required herein shall be endorsed to state that "Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior to written notice by certified mail, return receipt requested, has been given to the CITY OF SANTA ANA and OCFA." 2) The liability policies required herein, except for professional liability (if a Stand -above coverage), workers compensation and employers' liability, shall, by endorsement, contain the following provisions: (a) "The CITY OF SANTA ANA and OCFA, and their respective officers officials, employees, representatives, and volunteers, are hereby declared to be additional insureds as respects the operations, activities, work, errors, or omissions of the named insured arising out of or in connection with any contract or agreement with the CITY OF SANTA ANA." (b) "This insurance is primary to, and shall not contribute with, any insurance or self-insurance maintained by the CITY OF SANTA ANA, by OCFA, or by any of the designated additional insureds." (c) "This insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability." City of Santa Ana Page 1 101 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-111 __ City of Santa Ana 3) Worker's Compensation and Professional Liability policies shall be endorsed to state that the insurer waives all rights of subrogation against the CITY OF SANTA ANA and OCFA, and their respective officers, officials, agents, employees, and volunteers for losses arising from work performed by the CONTRACTOR under this Agreement. D. All insurance coverages shall be confirmed by execution of endorsements and certificates of insurance. CONTRACTOR is required to file the completed policy endorsements and certificates with CITY OF SANTA ANA and OCFA on or before the Effective Date of this Agreement, and to thereafter maintain current endorsements on file with CITY OF SANTA ANA and OCFA. The completed 'endorsements and certificates of insurance are subject to the approval of CITY OF, SANTA ANA and OCFA. E. Nothing in this section shall be construed as limiting in any way; the Indemnification and Hold Harmless clause. contained herein in this Agreement, or the extent to which CONSULTANT may be held responsible for payments -of damages to persons or property. F. CITY OF SANTA ANA or OCFA shall have the right at any time to review the coverage, form, and limits of insurance required herein. If, in the sole and absolute discretion of the CITY OF SANTA ANA and/or OCFA, the insurance provisions in this Agreement do not provide adequate protection for the _CITY OF SANTA ANA and/or OCFA, the CITY OF SANTA ANA and/or OCFA shall have the right to require CONTRACTOR to obtain insurance sufficient in coverage, form, and limits to provide adequate protection and CONTRACTOR shall promptly comply with such requirement. The CITY OF SANTA ANA's and OCFA's requirements shall not be unreasonable, but shall be adequate in the sole opinion of the CITY OF SANTA ANA and OCFA to protect against the kind and nature of risks which exists at the time a change of insurance is required, or thereafter. G. Alternate forms of insurance, that meet the above requirements, must be approved by the CITY OF SANTA ANA's and OCFA's Risk Manager prior to awarding a contract and beginning any work under this Agreement. 9. Indemnification CONTRACTOR agrees to defend, indemnify, hold free and harmless the CITY OF SANTA ANA and OCFA, and their respective officers, officials, agents, employees and volunteers, at CONTRACTOR's sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the CITY OF SANTA ANA or OCFA, or their respective officers, officials, agents, employees or volunteers, arising out of the performance of the CONTRACTOR, its employees, agents and/or authorized City of Santa Ana Page 1102 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-112 0City of Santa Ana subcontractors, of the work undertaken pursuant to the Agreement, specifically including but not limited to the 9-1-1 Emergency Transportation Services. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the CONTRACTOR, its employees, agents and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the CONTRACTOR, its employees, agents and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the CITY OF SANTA ANA or OCFA, or their respective officers, officials, agents, employees or volunteers, based upon the work performed by the CONTRACTOR, its employees, agents and/or authorized subcontractors under this Agreement,,whether or. not the CONTRACTOR, its employees, agents and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the CONTRACTOR shall not be liable for the defense or indemnification of,the CITY OF SANTA ANA or OCFA for claims, actions, complaints or suits arising out of the sole negligence or willful misconduct of the CITY OF SANTA ANA or OCFA. 10. Compliance with RFP Requirements for Operations, Personnel and Safety. Without limiting Contractor's duty to comply with other requirements of the RFP, Contractor understands that throughout the Term of this Agreement Contractor must remain in full compliance with the terms, conditions and requirements in each of the following sections of the RFP: A. Section IV bf the RFP,. entitled "Operational Standards, Procedures and Performance Requirements:" B. Section V of the RFP, entitled "Personnel Rules and Requirements." C. Section VI of the RFP, entitled "Personal Safety Equipment." The failure of Contractor to abide by any of the requirements set forth in Sections listed above will be considered a breach of this Agreement, and will be grounds for termination. 11. Assignment. A. Except as provided herein, Contractor may not delegate, transfer or assign its rights or otherwise transfer its obligations, in whole or in part, under the proposed contract to any other person or entity without first obtaining the prior written consent of the OCFA and not for 180 days after the formal contract award. Any such assignment or transfer without the prior written consent of the OCFA shall be void; the attempted assignment shall constitute a breach of the Contract. City of Santa Ana Page 1 103 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-113 - City of Santa Ana B. For purposes of this section, the following will be considered to be a "transfer" or "assignment": 1. Any change in the business structure, including but not limited to, changes from or to: (a) a sole proprietorship; (b) a partnership, including any change in the partners; (c) a corporation, including any change in the shareholders, whether by operation of law or otherwise; 2. Bankruptcy, an assignment for the benefit of creditors, or the appointment of a receiver; or 3. A transfer by any of the owners, shareholders or members (whichever is applicable) of Contractor of greater than ten percent (10%) of the ownership interest, stock or membership interest (whichever is applicable) in Contractor's business, issued as of the Effective Date by the Contractor, or the sale or transfer of over twenty-five percent (25%) of the assets of the Contractor. In the event a Contractor experiences regular'stock exchanges in excess of the ten percent (10%) threshold, a separate agreement may be negotiated to set a threshold that still provides the OCFA with the protections intended. The stock sale of a publicly traded corporation that does not constitute a change in majority ownership will not be deemed a transfer of ownership for purposes of this Section. 12. Audits and Inspections. At any time during normal- business hours, and as often as may reasonably be deemed necessary by the OCFA, the CITY OF SANTA ANA may observe and inspect CONTRACTOR's business office, and CONTRACTOR must make promptly available to the CITY OF SANTA ANA or OCFA for its examination all of CONTRACTOR's records that pertain to performance of the Agreement. The CITY OF SANTA ANA or OCFA may audit, examine,, and copy any and -all CONTRACTOR records pertaining to their performance of the Agreement, including but not limited to, personnel records, daily logs, conditions of employment, and' all other data. The CITY OF SANTA ANA's or OCFA's right to inspect CONTRACTOR's business office and any and all records pertaining to their performance of the_Agreement will be restricted to normal business hours and reasonable notice shall be given to CONTRACTOR in advance of such inspection. 13. Independent Contractor. A. In the performance of this Agreement, CONTRACTOR shall be acting in an independent capacity from the CITY OF SANTA ANA and OCFA, and not as an agent, employee, partner, or pursuant to any kind of joint venture or partnership with the CITY OF SANTA ANA or OCFA. The parties understand and agree that CONTRACTOR, its City of Santa Ana Page 1 104 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-114 0 City of Santa Ana officers, agents and employees (which term specifically includes, but is not limited to, the Transportation Personnel) are not employees of the CITY OF SANTA ANA, the County, or OCFA, and are not entitled to any of the rights, benefits, or privileges of CITY OF SANTA ANA, County, or OCFA employees including, but not limited to, medical, unemployment, or workers' compensation insurance. B. Neither the County, the CITY OF SANTA ANA or OCFA, or any of their respective officers, elected officials, agents, representatives, or employees, shall have any control over the conduct of CONTRACTOR's agent's and employees except as specifically set forth in the Contract Documents. Under no circumstances shall CONTRACTOR or any of its agents or employees represent that they are in any manner agents or employees of the CITY OF SANTA ANA, County or OCFA, it being understood that CONTRACTOR its agents and employees are as to the CITY OF SANTA ANA, County and OCFA, wholly independent contractors and that CONTRACTOR's obligations to the CITY OF SANTA ANA and OCFA are solely those prescribed by the Contract Documents. C. CITY OF SANTA ANA, the County, and OCFA have no,., responsibility whatsoever for the payment of any wages, salary, health benefits, retirement benefits, taxes, or any other benefits that may be due to CONTRACTOR's employees and agents performing 9-1-1 Emergency Transportation Services under this Agreement, specifically including but not limited to the Transportation Personnel. CONTRACTOR further acknowledges and agrees that the CITY OF SANTA ANA, the County, and OCFA have no responsibility whatsoever for the filing of any employer related documentation (tax forms, payroll, or otherwise) with the federal, state or local governmental authorities, concerning those persons CONTRACTOR assigns to perform 9-1-1 Emergency Transportation Services under this Agreement. The preparation and filing of all employee related. documentation shall be the sole responsibility of CONTRACTOR. ' 14. Compliance with Laws All services provided by CONTRACTOR pursuant to the Contract Documents must be rendered in full compliance with all applicable federal, state, and local laws, rules, statutes, and regulations. It will be CONTRACTOR's sole responsibility to determine which federal, state, and local laws, rules, statutes, and regulations apply to the services to be performed pursuant to the Contract Documents, and to maintain compliance at all times throughout the Term of this Agreement. 15. Responsibility Except as may be specifically stated herein to the contrary, it shall be the responsibility of CONTRACTOR to provide all Transportation Personnel with whatever resources and equipment are necessary to perform the 9-1-1 Emergency Transportation City of Santa Ana Page 1 105 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-115 __ City of Santa Ana Services, and to otherwise satisfy all of the terms and conditions set forth in the Contract Documents at all times during the Term of this Agreement. Except where it may be specifically permitted in the Agreement, CONTRACTOR may not use any outside ambulance service providers or other resources to satisfy its obligations to provide 9-1-1 Emergency Transportation Services to the CITY OF SANTA ANA, without first obtaining the prior written consent of the CITY OF SANTA ANA. Notwithstanding the granting of any such approval by the CITY OF SANTA ANA, nothing stated herein shall relieve CONTRACTOR of its duties and responsibilities under the Agreement, and any additional cost incurred shall not be charged to the County, CITY OF'SANTA ANA or OCFA. 16. Acts or Omissions of Representatives The acts and/or omissions of the owner(s), officers, operators, officials, employees, agents, and representatives of the CONTRACTOR inthe performance of the services and obligations under the Contract Documents shall constitute the acts and/or omissions of the CONTRACTOR. ' 17. Insolvency CONTRACTOR shall not, without the prior written consent of the OCFA Fire Chief or designee, suffer either the appointment of a receiver to take possession of all, or substantially all of the assets of CONTRACTOR, or make a general assignment of such assets for the benefit of creditors. Any such action taken or suffered by CONTRACTOR under any insolvency or bankruptcy proceeding constitutes a material breach of this Agreement by CONTRACTOR, and all property, equipment or materials assigned by OCFA, the CITY OF SANTA ANA and/or the County to CONTRACTOR related to the provision of services under this contract shall be automatically "released" by CONTRACTOR -and returned back to the possession and control of the CITY OF SANTA ANA and OCFA. Following the occurrence of any such event, the OCFA Fire Chief or designee may assign such property, equipment or materials to another 9-1-1 Emergency Transportation Services provider, in the CITY OF SANTA ANA's sole discretion. 18. Familiarity with Work By execution of this Agreement, CONTRACTOR warrants that: A. It has thoroughly investigated and considered the 9-1-1 Emergency Transportation Services to be performed; B. It possesses any and all licenses which are required under relevant local, State, or Federal law to perform the 9-1-1 Emergency Transportation Services contemplated by this Agreement, and shall maintain all appropriate licenses during the performance of this Agreement. City of Santa Ana Page 1 10E Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-116 0 City of Santa Ana C. It has expertise in the provision of 9-1-1 Emergency Transportation Services as that term is defined in this Agreement; D. It carefully considered how the 9-1-1 Emergency Transportation Services should be performed; and E. It fully understands the difficulties and restrictions attending the performance of the 9-1-1 Emergency Transportation Services under'this Agreement. 19. Validity The invalidity in whole or in part of"anyp�ov'ision of'this•Agreement shall not void or affect the validity of any of the other provisions of this Agreement. 20. Governing Law This Agreement shall be governed by arld,construed in accordance4ith the laws of the State of California. Any legal action relating to.or"arising out of this Agreement shall be subject to the jurisdiction of the•Countq of -Orange', California. 21. Entire Agreement This Agreement supersedes any and all other agreements whether oral or written, between the parties' hereto with respect to'the subject matter hereof, and contains all of the covenants and agreements'between the parties with respect to said matter, and 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 'bt\embodibd herein, and that any other agreement or modificatioh.of this Agreement shall be effective only if executed in writing and signed by both CITY OF SANTA ANA and CONTRACTOR. 22. Attorney's Fees I In the event any legal, proceeding is instituted to enforce any term or provision of this Agreement, the prevailing party in said legal proceeding shall be entitled to recover attorneys' fees and costs from the opposing party in an amount determined by the Court to be reasonable. 23. Representatives and Notices The City Manager or his designee shall be the representative of the CITY. The OCFA Fire Chief or his designee shall be the representative of OCFA. For the purposes of this Agreement the City Manager may issue all administrative consents, approvals, City of Santa Ana Page 1 107 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-117 0 City of Santa Ana directives and agreement on behalf of the CITY OF SANTA ANA. The OCFA Fire Chief on behalf the CITY OF SANTA, may issue operational directives required by this Agreement, except as otherwise expressly provided in this Agreement. shall be the representative of CONTRACTOR for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of CONTRACTOR, called for by this Agreement, except as otherwise expressly provided in this Agreement. All notices and written communications sent by one party to the other shall be personally delivered or sent by registered or certified U.S. Mail, postage prepaid, return_ receipt requested, to the following addresses indicated below: If to City: City of Santa Ana Attn.: Willard Holt, Treasury and Customer Services Manager Finance & Management Services, M-15 Santa Ana, CA 92701 If to CONTRACTOR: Attn: The effective date of any notice or written communications sent by one party to the other shall be the date received if -by personal service, or forty-eight (48) hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. Either party may change its address by giving notice in writing to the other party. 24. Waiver No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought, referring expressly to this Paragraph. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 25. Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise City of Santa Ana Page 1108 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-118 �-Of City of Santa Ana by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 26. Cooperation CONTRACTOR must cooperate with the CITY OF SANTA ANA and take all actions necessary to ensure that all terms and conditions, and required performance levels, set forth in the Contract Documents are satisfied at all times throughout the Term of the Agreement. 27. Legal Action In addition to any other rights or remedies, either Party,may take legal action, in law or in equity, to cure, correct, or remedy and default, to recover damages for any default, to compel specific performance of this Agreement, to obtain1njunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 28. Amendment This Agreement may be amended only by the written mutual consent of CITY OF SANTA ANA and CONTRACTOR. 29. Additional Services CONTRACTOR shall not receive compensation for any services provided outside the scope of the Contract Documents unless such additional services are approved in writing by CITY OF SANTA ANA prior to ,CONTRACTOR performing the additional services. It is specifically understood that oral requests or approvals of such additional services, change orders, or additional compensation, and any approvals from the CITY OF SANTA ANA, shall be barred and are unenforceable. 30. Counterparts This Agreement may be executed in one or more counterparts by the parties hereto. All counterparts shall be construed together and shall constitute one Agreement. 31. Corporate Authority - The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so the Parties hereto are formally bound to the provisions of this Agreement. [SIGNATURES TO FOLLOW ON NEXT PAGE] City of Santa Ana Page 1 109 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-119 __ City of Santa Ana IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed with all formalities required by law on the respective dates set forth opposite their signatures. "CONTRACTOR" Title "CITY OF SANTA ANA" THE CITY OF SANTA ANA OF SANTA ANA a public agency By: CITY OF SANTA ANA City Manager ATTEST: By: CITY OF SANTA ANA City Clerk APPROVED AS TO FORM: By: CITY OF SANTA ANA Attorney City of Santa Ana Page 1 110 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-120 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: QUARTERLY REPORTS OF CONTRACTS VALUED AT $25,000 OR LESS ENTERED INTO BY THE CITY MANAGER AS PERMITTED BY CHARTER SECTION 421 (STRATEGIC PLAN NO.4, 1). • � J CA MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 OReading ❑ Ordinance on 2ntlReading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file Quarterly Reports of Contracts entered into between January 1, 2018 to June 30, 2018 valued at $25,000 and less. DISCUSSION On November 7, 2006, the voters approved a Charter Amendment increasing the authority of the City Manager to enter into contracts and agreements up to a value of $25,000. Section 421 of the Charter requires the City Manager to report to the City Council quarterly on the contracts entered into under his authority for informational purposes. The report is required to include the names of contractors and the amounts of each contract. Exhibit 1 and 2 are a listing of all purchase orders and agreements entered into January 1, 2018 to June 30, 2018, valued at amounts between $500 and $25,000. Due to an oversight, the third (3rd) quarterly report for FY 2017-18 — January 1 to March 31 2018 — was overlooked and is therefore included in this recommended action. Unless included under a blanket contract, the City as a general rule does not purchase goods or services valued at under $500 through either a purchase order or an agreement. Purchase orders and service agreements valued at greater than $25,000 require approval by City Council. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #4 — City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is no fiscal impact associated with this action. Exhibits: 1. Quarterly Report of Contracts —January 1, 2018 —March 31, 2018 2. Quarterly Report of Contracts — April 1, 2018 — June 2018 19E-1 19E-2 w u 0 J O w m O H N ¢ J z V 0 0 0 z w a 0 K w U N K w w w O w w O U= 6 w O w m LL n a 6o Q > Z Z 2wU =wWQ2 a >o z O Z OC 7Ow Cl C. 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J Z Q 5 a w� o z wO w Z LL 0 U a Z c z J CD z 0 > w= m r O O z w Z G a J J dy o=5ow,N„Jz>3 =,t„ ,>zo W N Z o z 3 o a a Z' o G w° z O N N �i } '� O z w Q a W Y N w O> a 2 � V W J W V H Z Q> Z J Z Z N W Z> J> F- aCi z O a 0 a x N 7 w aY 0QaQ u zp O 7 z O i a N a Z Z �- 4 7 V m m N N O 2 a 2 m oo m oo m m m m m ao m ro ao ao ao m m m m m m m m 0 0 0 0 O O O O O d N N N N N N N N N N N N N N N N N N N N N N N O O O O O O O O O O O O O O O O O O O O O O O O w I w m O g N M V N m I w m O b n m d m m m m o 0 0 0 0 0 0 0 0 0 .� .� .� Z N N N N N N N N N NNN 17V N N N 19E-18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST.21, 2018 TITLE: RECEIVE AND FILE QUARTERLY REPORT OF INVESTMENTS AS OF JUNE 30, 2018 (STRATEGIC PLAN NO. 4, 1D) RECOMMENDED ACTION Receive and file. DISCUSSION 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 In 1995, the State of California enacted legislation revising the reporting requirements relative to investment of funds by governmental agencies. California Code Section 53646 (b) states that if a quarterly report is rendered to the legislative body, the quarterly report shall be submitted within 30 days following the end of the quarter covered by the report. In an effort to meet the statutory requirement, Finance & Management Services Agency submits the Report via email for review and distribution to the City Council in advance. The report was emailed for distribution on July 26, 2018. The legislation specifies that this quarterly report contain the seven major elements listed below: 1. Type of investments, 2. Date of maturity, 3. Par and dollar amounts invested in each security, 4. Weighted average maturity of the investments, 5. Market value as of the date of the report, 6. Source of the market value information, and 7. Any funds, investments or programs, including loans, under the management of contracted parties. These specifications include a statement outlining the ability of the City to meet the budgeted expenditures for the subsequent six months be submitted to the City Council on a quarterly basis. Staff performs an end -of -month expenditure analysis to comply with the expenditure requirement and a statement confirming the ability to meet this requirement in the monthly and quarter -ending Treasurer's Report. The information is in compliance with State law and the City's Investment Policy. 19F-1 Quarterly Report of Investments August 21, 2018 Page 2 The attached Treasurer's Report (Exhibit 1) accurately reflects all pooled investments held on behalf of the City as of June 30, 2018. The following two tables represent: (1) percentage limits set by the City's Investment Policy and State Law and shows respective City investment portfolio investment types, amounts, and percentages; and (2) the restricted cash balance as of June 30, 2018. Type of Investment Amount Invested $ Portfolio % COSA Polity Limits % State Law Limits % Certificate of Deposit (CD) $3,966,000.00 1.35% 30% 30% Federal Farm Credit Bank (FFCB) $46,522,440.00 15.86% None None Federal Home Loan Bank (FHLB) $66,147,966.33 22.55% None None Federal Home Loan Mortgage Corp. (FHLMC) $42,233,115.00 14.40% None None Federal National Mortgage Association (FNMA) $69,729,460.00 23.77% None None Local Agency Investment Fund (LAIF) $64,716,689.95 22.06% None None sub -Total $293,315,671.28 100% Cash $19, 761,046.62 Total 1 $313,076,717.90 Restricted Cash In $ Restricted Cash t $11,104,675.19 Total $11,104,675.19 t Restricted cash is held by a Trustee, Bank of New York Mellon, and is segregated from cash used for daily operations. The following City investment portfolio graph represents percentages within the respective investment types as of June 30, 2018. City of Santa Ana Investment Portfolio Asset Allocation June 30, 2018 15.86% ■ Certificate of Deposit (CD) ■ Federal Farm Credit Bank (FFCB) ■ Federal Home Loan Bank (FHLB) ■ Federal Home Loan Mortgage Corp. (FHLMC) ■ Federal National Mortgage Association (FNMA) Local Agency Investment fund (LAIF) 19F-2 Quarterly Report of Investments August 21, 2018 Page 3 The following three tables represent, as of Ju Return on the City's investment portfolio, both the aggregate Average Market Yield -To -Dat e Aggregate Effective Rate of Return Month To Date (MTD) 1.43% Year To Date (YTD) 1.28% Aggregate Average Market Yield To Date Average Month To Date (AMTD) 1 1.67% AMTD Breakdown by Type of Investment Par Value. of Investments Yield to Maturity %'of Portfolio Average Market Yield' to Date Certificate of Deposits $3,966,000.00 1.697% 1.36% 0.023% LAIF $64,716,689.95 1.840% 22.06% 0.406% Federal Agency Securities $224,632,981.33 1.614% 76.58% 1.236% Total $293,315,671.28 1.665% 1 100.00% 1.665% STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 - City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment), Strategy D (Develop a fiscal health analysis tool that informs a department of its financial position in order to assist in its decision making process). FISCAL IMPACT There is no fi cal impact as with this action. Sergio Vidal Assistant Director Finance and Management Services Agency Exhibit: 1. 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I � l�e.2 §�|■2|§ ) 1§F- F p - - - - - - - - - - - - - - - - - - - - - - - -I H U N N < r w I d B¢ s �a � ry3m v's�v��manYnl~NPNn�$IV s m0m^bIV e 3 n�c'�,m^mv1o.mn�$6`vi'n�R�'$6"$ryCA'Fi,n .N. s F- m Z m a$yo.�smQ�m^^s;ss aaxoxno�ry s =mmg`�{n $i$0 U) C � ' o 7 H V > m m NUNNNN_pppm gN nN m_ Nrn'Ir�v o_ as o 8$ oFi SFi � S Yi 5 U x:x Cmx`� Cyy 5 LLEQQE V U (y 5 5 a a a n a a oo r rc �n n LL LL LL 4 LL LL Gfl ¢ wn Wn z ¢ m a d !r� Su z Jy°..@@ m y E y y ie. y 6 0 0 a N N N p g C .a.$$ a 0 V 2 s mS�S9�5�SSS ppg 2 4 S � � � z i z m $ ¢ rc< a<<<< 'a rc LL o o o° o n L N a www owawN t: o 0 o a o 0 o a o 00 0 o n coo. 0 0 0 0 0 a = 2 N N N N N N N N N N N N N N N N N N N N Iq aaaaaaaaaa aaYaaaaaaaaa� m a U F g N X X X X%%%% X% N X% N%%% X%% X X X N 19F-10 < C _ r e $> o 'o n ° 0 eases a a asses a z s" a 88s88. m � a vv v e� 5 ggg6 tit! i ! � LL m 6 m F m 0 �4 yz�I U W U $ N 2 N N C d m U U U s LL E LL LL LL S 0 U m 2 3 z m RR 1I 19F-11 19F-12 REQUEST FOR COUNCIL ACTION CITY, COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: STRATEGIC PLAN MONTHLY REPORT FOR JULY 2018 (STRATEGIC PLAN NO. 5, 1) CIIV MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 20d Reading ❑ Implementing Resolution ❑ -Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Strategic Plan Monthly Report for July 2018. DISCUSSION The July 2018 monthly report provides departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes and percentage completed for each strategy. The Strategic Plan Monthly Reports are available on the City's website at: hftp://www.santa-ana.or,q/strategic-planning/. 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. 19G-1 19G-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: RECEIVE AND FILE THE QUARTERLY REPORT FOR HOUSING DIVISION PROJECTS AND ACTIVITIES APRIL 2018 — JUNE 2018 (STRATEGIC PLAN NO. 5,3) 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 Receive and file the Quarterly Report for Housing Division Projects and Activities for the period of April 2018 — June 2018. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION ACTION At a Meeting on July 25, 2018, by a vote of 7:0 (Cano absent), the Community Redevelopment and Housing Commission approved the recommended action. DISCUSSION This report for the quarter ending on June 30, 2018 provides statistics for all of the affordable housing projects and activities for the Housing Division. The report is divided into three sections: Loan Activity, Loan Portfolio Management and Monitoring, Affordable Housing Funds and Commitments, and Development Projects. Loan Activity Applications The Housing Division offers several different programs including down payment assistance for first-time homebuyers and rehabilitation loans for mobile homes, single-family, multi -family, and historic homes. Inquiries are received from the public and applications are mailed out, received and approved for these programs on a continual basis. Table 1 shows the number of inquiries, applications sent out, received and approved by type for the quarter and for the total fiscal year. 19H-1 Quarterly Report for Housing Division August 21, 2018 Page 2 Table 1: Applications Sent Out, Received & Approved Program Inquiries Applications Sent Out Applications Received Applications A proved Q4 Total FY Q4 Total FY Q4 Total FY Q4 Total FY Single -Family Rehabilitation 40 176 34 159 2 12 0 3 Mobile Home Rehabilitation 3 63 1 48 2 7 0 3 Multi -Family Rehabilitation 0 0 0 0 0 0 0 0 Historic Home Restoration 0 4 0 3 0 0 0 0 Homeownership 38 213 24 163 4 7 0 1 The number of applications received is typically lower than the number of applications sent out in any given period due to the stringent program guidelines for eligibility regulated by the Federal government, which makes it difficult for most applicants to qualify. In order to improve the success rate of applications for the various programs listed above (Single -Family, Mobile Home, Multi -Family, Historic Home Restoration and Homeownership), staff will enhance and expand targeted marketing efforts for the programs after a full-time Housing Analyst is hired by the City. Rehabilitation Loan Underwriting and Approval Progress For the rehabilitation loans, staff reviews applicant eligibility, verifies income and assets, and oversees underwriting to ensure compliance with program guidelines and requirements established by the funding source. In addition, staff conducts an inspection of the property, prepares a work write-up to determine rehabilitation work to be performed, and develops a budget for the work. Due to the complex funding requirements, applications may be in underwriting for several months. The length of time in underwriting is largely determined by the applicant's timely submittal of the necessary paperwork. Once approved, staff prepares all necessary loan documents, makes arrangements for loan execution, and reserves the required loan funds. During this quarter, two (2) mobile home loans were approved, three (3) Habitat for Humanity home buyers were approved and two (2) inclusion_ary housing purchases at City Ventures were approved and closed escrow. Rehabilitation Program Construction Progress During this phase, homeowners receiving rehabilitation loans are guided through an open selection of contractors to complete the work on their homes. Each homeowner is given a list of contractors that have been screened by staff for license and insurance requirements. However, homeowners are allowed to select any contractor that meets these same requirements. Staff assists the homeowners with the evaluation of bids and selection of a contractor. Staff also monitors the construction work, approves payments to contractors, and tracks expenditures to ensure compliance with the loan agreement and program guidelines. At the end of this quarter, there were four (4) homeowner rehabilitation projects out to bid and two (2) under construction. Down Payment Assistance Loan Program Progress For the Down Payment Assistance Loan Program, staff evaluates applicant eligibility and oversees underwriting to ensure compliance with program guidelines and requirements established by the U.S. Department of Housing and Urban Development (HUD). Applicants must meet established income requirements, complete an eight -hour pre -purchase counseling program from a HUD -approved housing counseling agency, be pre -qualified for a first mortgage 19H-2 Quarterly Report for Housing Division August_21, 2018 Page 3 and have a minimum of three percent of the purchase price from their own savings. Other HUD requirements apply, including a current maximum sales price of $513,000 for a single family home or condo. On March 6, 2018, City Council approved an update to the Down Payment Assistance Loan Program increasing the loan amount to $80,000 for low income households and approving the use of the Inclusionary Housing Fund to offer down payment assistance of up to $40,000 to moderate income households. The updated program requires the buyer must be a current resident of Santa Ana or work in Santa Ana at least 32 hour per week (except U.S Military Veterans). Additionally, the property needs to be in good condition and pass an inspection. During this quarter, staff conducted one (1) down payment assistance workshop in which a total of 15 people attended. Staff also partnered with Neighbor Works Orange County to sponsor a Home Buyer Fair at the Delhi Center in which 80 people attended. Loan Portfolio Management & Monitoring The Housing Division is responsible for managing the residential loan portfolio which includes all of the loans entered into by the City and Housing Authority acting as the Housing Successor Agency. As of the end of this quarter, the principal balance was $129,342,571. This is comprised of 410 loans of which 386 are deferred or residual receipt payment loans. As shown in Table 2, the loan portfolio generated $593,744 in payments of principal and interest during this quarter. Table 2: Portfolio Revenue Funding Sources HOME CDBG Redevelopment NSP CalHOME Loan Payoffs $0 $0 $283,806 $0 $0 Residual Receipts $153,020 $0 $115,003 $9,861 $0 Payments Amortized Loan $5,017 $5,424 $21,613 $0 $0 Payments Total For Q3 $158,037 $5,424 $420,422 $9,861 $0 Monitoring As part of the requirements for these funds, staff must monitor the owner -occupancy of single family homes that have received loans, and the building code compliance of units in rental projects with long-term affordability covenants. During this quarter, 36 owner -occupancy recertification letters were mailed and 29 were returned and processed. Staff also audited files for eighteen (18) loans and conducted building code compliance inspections for 97 units in nine (9) projects. Regulations require that only a sample of units be selected for inspection. Staff also inspects the grounds and common areas such as laundry rooms to ensure they also meet municipal code requirements. The grounds, common areas and all of the inspected units were found to be in compliance at the time of initial inspection. 19H-3 Quarterly Report for Housing Division August 21, 2018 Page 4 Available Funds and Land Assets for Affordable Housing Development Projects The City of Santa Ana and the Housing Authority acting as the Housing Successor Agency manages multiple sources of local, state and federal funds to promote and facilitate the development of affordable housing as well as land assets held by the Housing Successor Agency. Exhibit 1 provides a summary of the funds available as of the end of this quarter. Exhibit 2 provides a summary of available land assets. Housing Opportunity Ordinance All in -lieu fees, penalties and other monies collected pursuant to the Housing Opportunity Ordinance, including interest, are deposited into the Inclusionary Housing Fund. Since inception, the Inclusionary Housing Fund has generated over $10.5 million to be used for the development of housing affordable to low and moderate income households, with a reasonable amount spent on administrative or related expenses associated with the administration of the Housing Opportunity Ordinance. To date, the Inclusionary Housing Fund has invested $6,075,000 towards the development of 107 affordable rental housing units in the City. In regards to affordable ownership housing units, a total of 23 inclusionary affordable homes have been produced and/or are under construction as a result of the Housing Opportunity Ordinance. Projects Under Development Below are brief summaries for projects under development. Exhibit 3 provides a development timeline for the larger development projects including the Depot at Santiago, the Santa Ana Arts Collective, First Street Apartments, Santa Ana Veterans Village, Aqua Housing, and Tiny Tim Plaza. For Sale Infil/ Housinq (4010 - 4026 E. McFadden Street) • Developer: Habitat for Humanity of Orange County • Description: Acquisition and new construction project comprised of five (5) affordable single- family homes to be sold to qualified low- to moderate -income buyers. • City Funds: Land provided by the Redevelopment Agency • Status: Construction was completed and a Ribbon -Cutting Ceremony was held on June 16, 2018. Staff is working with the developer on the selection and approval of qualified buyers. Depot at Santiago (923 N. Santiago Street) • Developer: C & C Development • Description: Acquisition, demolition and new construction project comprised of 69 affordable rental units, 1 manger's unit, a 3,000 SF community room, and 8,500 SF of retail space. • City Funds: HOME ($2,634,566), CDBG ($365,434), Eight (8) Project -Based Vouchers • Update: A Grand Opening Ceremony was held on June 14, 2018. All units are expected to be occupied by June 30, 2018. 19H-4 Quarterly Report for Housing Division August21, 2018 Page 5 Santa Ana Arts Collective (1666 N. Main Street) • Developer: Meta Housing Corporation • Description: Acquisition, adaptive reuse and new construction project comprised of 57 affordable rental units designated for professional artists of all disciplines, and 1 manager's unit. Permanent supportive housing for 10 units will be funded by HHSA/SNHP finds from the County of Orange. • City Funds: Inclusionary Housing ($4,775,000), HOME ($2,219,760), CDBG ($500,000) • Update: Significant foundation and seismic modifications are underway. First Street Apartments (1440 E. First Street) • Developer: AMCAL Multi -Housing, LLC. • Description: Demolition and new construction of an affordable multifamily apartment complex consisting of 68 units of rental housing serving very -low and extremely -low income families, and 1 manager's unit. _ • City Funds: Housing Successor Agency ($8,522,740), Eight (8) Project -Based Vouchers • Update: Demolition completed, grading and site drainage underway. Santa Ana Veterans Village (3312 W. First Street) • Developer: Jamboree Housing Corporation with Step Up on Second as the service provider • Description: New construction of an affordable multifamily apartment complex consisting of 75 units of permanent supportive housing with wrap -around supportive services for HUD -Veterans Affairs Supportive Housing (VASH) eligible homeless veterans in the City of Santa Ana, and 1 manager's unit. • City Funds: 75 HUD-VASH Project -Based Vouchers ($9,790,000), HOME-CHDO ($352,963) • Update: On June 13, 2018, Jamboree Housing was awarded 9% low-income housing tax credits for the project. Following this award, Jamboree plans to close on their financing before the end of the calendar year and break ground early next year. Aqua Housing (317 E. 17th Street) • Developer: Community Development Partners (CDP) with Mercy House as the service provider • Description: Acquisition, demolition and new construction of a former motel yielding 56 units of affordable permanent supportive housing with wrap -around supportive services for chronically homeless individuals in the City of Santa Ana, and 1 manager's unit. • City Funds: 56 Project -Based Vouchers ($9,237,900) • Update: CDP was successful in securing an award of $7,035,800 in Special Needs Housing Program funds from the County of Orange and $1,941,000 in Infill Infrastructure Grant Program funds from the California Department of Housing and Community Development. CDP will be applying for noncompetitive 4% low income housing tax credits in August 2018 and expects to close on their financing in October 2018. CDP has begun reviewing full construction drawings and design with the City's Planning Department Tiny Tim Plaza (2223 West 5th Street) • Developer: Community Development Partners. • Description: New construction of an affordable multifamily apartment complex consisting of 51 units of rental housing serving very -low and extremely -low income families, and 1 manager's unit. 19H-5 Quarterly Report for Housing Division August 21, 2018 Page 6 ! • City Funds: Inclusionary Housing ($1,300,000), Housing Successor Agency ($4,700,000) • Update: CDP is currently pursuing other sources of financing to fill an estimated financial gap of approximately $11.7 million. On July 2, 2018, CDP submitted an application for 9% low-income housing tax credits for the project. CDP is optimistic in getting funding based on the other apllicants in the Orage County region. Awards for the 9% low-income housing tax credits are announced in September 2018. NSP 1, 2 and 3 Programs The City is seeking proposals for $1,239,599 in NSP Program funds available in the Request for Proposals. Request for Proposals - RFP #18-056 - Affordable Housing Development The City of Santa Ana and the Housing Authority of the City of Santa Ana issued a Request for Proposals (RFP) on July 2, 2018 for the development of affordable housing in the City. Proposed developments may be for acquisition and/or rehabilitation of eligible properties for rental or transitional housing; acquisition and conversion of non-residential property to multifamily rental units; and/or new construction of housing units for rental housing. Land assets owned by the Housing Authority of the City of Santa Ana are also available for development under the RFP. Additional information regarding the RFP is available on the City of Santa Ana's website. STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT There is no fiscal impact associated with this action. _a� NIV-1 Steven A. Mendoza Executive Director Community Development Agency Exhibits: 1. Available Funds for Affordable Housing Development Projects 2. ,Available Land Assets for Affordable Housing Development 3. Project Timelines 19H-6 Exhibit 1 Available Funds for Affordable Housing Development Projects As of May 31, 2018 Housing Successor Agency (Housing Authority) $5,608,197 Cash on Hand ($85,227) First Street Apartments Loan ' ($170,395) First Street Apartments Project Costs ($4,700,000) Tiny Tim Plaza Conditional Pre -Commitment Loan 2 ($273,804) Habitat for Humanity Disposition and Development Agreement ($250,000) Administrative Costs Allowance a $128,771 Available Funds Inclusionary Housing Funds $5,566,097 Cash on Hand" ($466,859) Santa Ana Arts Collective Project Costs 5 ($1,300,000) Tiny Tim Plaza Conditional Pre -Commitment Loan 2 ($243,361) Administrative Costs Allowance (CDA/PBA) ($400,000) Down Payment Assistance Program B $3,155,877 Available Funds HOME Program $1,845,383 Funds to Drawdown ($352,963) Santa Ana Veterans Village Pre -Commitment Loan $1,492,420 Available Funds to Drawdown CDBG Program (Acquisition/Rehabilitation Projects Only) $974,191 Funds to Drawdown $974,191 Available Funds to Drawdown $5,751,258 Total Available Funds t Approved by Housing Authority on January 16, 2018. 90%of loan paid on March 13, 2018; 10% remaining to be paid upon completlan of construction. 2 Approved by City CoundMousing Authority on June 20, 2017. e The Housing Successor Agency relies an available cash to fund the monitoring and compliance functions related to the farmer Redevelopment Agency's housing loans. 4 PR Broadshme Heritage Holdings, Phase l paidiMieu fees in the amount of$2,712,304.10 in November 2017. s Project costs only; $4.8101 in loans approved by City Council paid on July 26, 2017. e Approved by City Council on March 6, 2018 ' Approved by City Council on February 7, 2017. Loan agreement to be approved by City Coundl on August 21, 2018. 19H-7 19H-8 EXHIBIT 2 AVAILABLE LAND ASSETS FOR AFFORDABLE HOUSING DEVELOPMENT (1) 302 E. Twenty -Second Street a. APN:003-122-25 b. Lot Size: 27,817sf c. Current Zoning: R1 Single -Family Residence, which allows one house per lot. d. Parcel was purchased using Low and Moderate Income Housing Asset Fund - 20% Set Aside e. Previous Use: Purchased from Cal Trans. It was a remnant parcel from the freeway widening project. The site was vacant and undeveloped at the time it was acquired. f. General Plan: Low Density Residential, which allows single-family residences and ancillary uses. g. Maximum du/ac: Seven units per acre. h. Site Condition / Environmental Conditions: Property is irregular in shape, is below the minimum lot size for a residential lot, and will most likely require the approval of several variances from the zoning code in order to facilitate a residential unit. (2) 801, 809 & 809 % E. Santa Ana Blvd a. APN: 398-303-04 / 398-303-05 / 398-303-06 / 398-303-07 b. Lot Size: 15,OOOsf c. Current Zoning: SD-84 is the Transit Zoning / Code, which was approved in 2010. The sub -zoning for the site is Urban Neighborhood-2 (UN-2), which allows uses such as single and multi -family dwellings and retail provided the retail is integrated into a multi -level, mixed -use project. d. Parcel was purchased using Low and Moderate Income Housing Asset Fund - 20% Set Aside (801, 807, 809 & 809'/z). Includes 807 E. Santa Ana Blvd. e. Previous Use: i. 801 —Demolished single family dwelling in 2011. ii. 807 — Acquired through a foreclosure action. Demolished single family dwelling and detached garage in 2000. iii. 809 & 809 1/2—Acquisition through Fannie Mae in 1998. Demolished two single-family dwellings in 1999. f. General Plan: Urban Neighborhood (UN), which is applicable to primarily residential areas with pedestrian oriented commercial uses. g. Maximum du/ac: Up to 30 units per acre. h. Site Condition / Environmental Conditions: This vacant lot also has alley access, which will facilitate parking at the rear of the site. (3) 826 N Lacy 1830 N. Lacy Street a. APN: 398-041-22 / 398-041-18 b. Lot Size: 8,843sf / 7,405sf c. Current Zoning: SD19 - this property is located within the French Park Historic District. d. Parcel was purchased using Low and Moderate Income Housing Asset Fund - 20% Set Aside (both parcels) e. Previous Use: 830 was formerly 412 E. Vance Street. Demolished a six -unit apartment building and garage in 1995. f. General Plan: Low Density Residential, which allows single-family residences and ancillary uses. g. Maximum du/ac: Seven units per acre. 19H-9 h. Site Condition / Environmental Conditions: This vacant site will need to comply with the design guidelines of the French Park Historic District and will require review by the French Park Design Committee. (4) 1126 & 1146 E. Washington Ave. a. APN:398-092-14 b. Lot Size: 62,347sf (1.43 Acres) c. Current Zoning: SD-84 d. Parcel was purchased using Low and Moderate Income Housing Asset Fund - 20% Set Aside e. Previous Use: Purchased from Cal Trans. Remnant parcel from freeway widening project. Cal Trans demolished five buildings on the site in the early 1990s. The site was vacant and undeveloped when it was acquired by the City. f. General Plan: District Center (DC), which is a designation that allows mixed -use development. g. Maximum du/ac: Up to 90 units per acre. h. Site Condition / Environmental Conditions: This property is located within the Transit Village sub -zoning district, which allows the most intense development within the SD- 84 district. Building types allowed include a Tuck Under product (3 stories/18 units per acre) up to a Tower on Podium (25 stories/90 units per acre). 19H-10 Exhibit 3 Current Affordable Housing Development Project Timelines Depot at Santiago - 923 . Sa iago St Feb-13 RFP Issued for HOME/CDBG Funds May-13 Awarded HOME/CDBG Funds Jun-14 Planning Entitlements Approved Oct-14 RFQ Issued for PBVs Apr-15 Submitted Application for AHSC (Cap & Trade Funds) May-15 Awarded PBVs Jun-15 Awarded AHSC (Cap & Trade) Funds Sep-15 9% Low-income Housing Tax Credits Awarded Nov-15 Relocation Plan Approved May-16 Building Permits Pulled/Construction Initiated Mar-18 Construction Completion Apr-18 Tenants Anticipated Move -In Jun-18 Grand Opening Jun-15 Santa Ana Arts Collective - L666 N. IVlain St RFP Issued Nov-15 Approved HOME/CDBG Funds Mar-16 Submitted Application for AHSC (Cap & Trade Funds) Sep-16 Awarded AHSC (Cap & Trade) Funds Nov-16 9% Low -Income Housing Tax Credits Awarded Dec-16 Relocation Plan Approved Jul-17 Final Loan Approved/ Close of Escrow Jul-17 Planning Entitlements Approved Jul-17 Building Permits Pulled/Construction Initiated Apr-19 Anticipated Construction Completion Oct-15 First Street Apa menu -144U E. first St Developer Submitted Request for Funds to CDA Apr-16 Planning Entitlements Approved Jun-17 Awarded Successor Agency Funds Jun-17 Relocation Plan Approved Sep-17 9% Low -Income Housing Tax Credits Awarded Jan-18 Final Housing Authority Loan Approved Mar-18 Close of Escrow Mar-18 Construction Initiated Aug-19 Anticipated Construction Completion 19H-11 Santa,Ana Veterans Village - 3312 W. first St Dec-16 RFP Issued for PBVs Apr-17 Approved HUD VASH PBVs Jun-17 Awarded HOME CHDO Funds Jun-17 Planning Entitlements Approved Jan-18 Awarded County Special Needs Housing Funds Feb-18 Submittal of 9% Low -Income Housing Tax Credit Application Jun-18 Award of 9% Low -Income Housing Tax Credits Dec-18 Anticipated Close of Escrow Feb-19 Anticipated Construction Initiated Mar-20 Anticipated Construction Completion Aqua Housing - 3P7 E. 17th St Dec-16 RFP Issued for PBVs Apr-17 Approved PBVs Jun-17 Planning Entitlements Approved Jun-17 Approved Additional PBVs Jan-18 Awarded County Special Needs Housing Funds Jan-18 Submitted Application for HCD Infill Infrastructure Funds Jun-18 Award of HCD Infill Infrastructure Funds Aug-18 Submittal of 4% Low -Income Housing Tax Credit Application Jan-18 Anticipated Close of Escrow Feb-19 Anticipated Construction Initiated Dec-16 Tiny Tim Plaza - 2223 W. Sth 5t Developer Submitted Request for Funds to CDA Jun-17 Awarded City and Housing Successor Agency Funds Jan-18 Planning Entitlements Approved Jul-18 Submittal of 9% Low -Income Housing Tax Credit Application 19H-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: HOMELESS SERVICES QUARTERLY REPORT FOR APRIL 2018 THROUGH JUNE 2018 (STRATEGIC PLAN NOS. 1,6; 5,4; 5,6) CITY NAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1n Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Quarterly Report for Homeless Services for the period of April 2018 through June 2018. DISCUSSION On February 6, 2018, the City Council received the first Homeless Services Quarterly report detailing the City's many efforts to address homelessness. On May 1, 2018, City Council received the second Homeless Services Quarterly report detailing three major initiatives; 2018 Draft Homeless Plan, 2018 City led Homeless Point In -Time Count and Survey and the Civic Center Plaza Operation. This report is for the quarter ending June 30, 2018, and provides updates and statistics for many of the homeless services implemented throughout the City. The report is divided into four sections: 1. Law Enforcement 2. Affordable Housing and Case Management 3. Funds Committed to Address Homelessness 4. Other Services and Initiatives The report also highlights eight major initiatives that took place this quarter. These initiatives include: Civic Center Plaza operation, continued successful City Collaboration in Federal proceedings with Judge David O. Carter regarding Homelessness and the County, Santiago Creek Clean-up Project, City & County Collaboration on Mental Health Association, opposition to the Orange County Needle Exchange Program, application submissions to HUD Notice of Funding Availability for Housing Assistance for the Homeless, Central Service Planning Area City collaboration, and contribution to Big 11 Cities Initiative. 191-1 Homeless Services Quarterly Report for April - June 2018 August 21, 2018 Page 2 In addition, the report concludes with ongoing timeline that highlights the successes and accomplishments in the area of homeless services by City staff and community partners. The City's new Homeless Services Manager, Hafsa Kaka, joined the City in February 2018 to enhance the coordination of the City's efforts to address homeless services and has identified four guiding principles as the foundation in delivery of homeless services: • Goal of bringing best practices of homeless service delivery to the City of Santa Ana, such as Housing First and Harm Reduction. • Strengthened collaboration with County and Cities in coordination of homeless services and programs. • Increased assistance to individuals experiencing homelessness and addressing areas of housing, employment, mental health, and other basic needs. • Coordinated services with law enforcement, affordable housing, homeless outreach, housing navigation and case management. 1. Law Enforcement The Santa Ana Police Department (SAPD) has been instrumental in addressing homelessness. The SAPD tracks the number of calls for service that are received by the City on an on -going basis. In 2017, SAPD received a total of 8,554 calls for service related to transient disturbances, trespassing, drunk in public, battery and Santa Ana Municipal Code Violations. With the recent removal of individuals experiencing homelessness in the Civic Center Plaza, the SAPD has continued to dedicate two teams to provide the ongoing outreach. a. Two Homeless Evaluation Assessment Response Team (HEART) officers, two Orange County Health Care Agency outreach workers and the SAPD Civic Center Patrol Team, continue to address homeless related issues. Specific outreach has been conducted at Birch Park, Angeles Park, Sasser Park and the Old Orange County Courthouse. b. The Quality of Life Team (QOLT) was formed in January 2018 to address concerns and requests related to municipal code violations, property storage and improper use of public/private property. This multidisciplinary team is comprised of staff from the SAPD, Parks and Recreation, Public Works, Code Enforcement and Orange County Healthcare Outreach workers. 191-2 Homeless Services Quarterly Report for April - June 2018 August 21, 2018 Page 3 The most recent activities associated with the QOLT are displayed in the table below: Quality of Life Team (QOLT) 23 WEEK Statistics TOTAL Average Average 1/23/18 Per Week Per through Day 6/29/18 Description No. of Locations Reported 735 32 8 No. of Individuals Contacted 1141 50 12 No. of Encampments 797 35 9 (can be multiple per location) No. of Service Pick Ups 530 23 6 (can be multiple per location - Rubbish/Trash/Debris No. of Locations Posted 135 6 1 No. of Property Stored 64 3 1 (@ City Yard/Facility - personal property & items of value No. of Shopping Carts Disposed of 433 24 6 No. of Tons of Trash 196 9 2 & Debris Disposed of No. of Private Property Assistance with Courtesy Clean-up and Removal of 154 7 2 Transients 2. Affordable Housing, Outreach and Case Management As an entitlement city, the City of Santa Ana receives an Emergency Solutions Grant (ESG) to fund non-profit homeless service providers in the areas of street outreach, emergency shelter, homeless prevention and rapid rehousing. Following is an update on ESG ongoing efforts: ESG Q4 Total Fiscal Year 2017/2018 Individuals Served 239 1,862 Funding $167,076.05 $296,063.88* Disbursed Reflects HUD IDIS system and HUD SAGE system as of 8/15/2018 *Does not reflect final drawdown amount. 191-3 Homeless Services Quarterly Report for April - June 2018 August 21, 2018 Page 4 *Individuals served reflects unduplicated individuals entered into the homeless management information system during Q4 only. The number does not reflect individuals served without creating an HMIS packet, nor on -going management Permanent Supportive Housing Total Fiscal PSH Year 2017/2018 Total Number of PSH Units Developed for Homeless Individuals or Families 79 Total Number of PSH Units in the Pipeline for Homeless Individuals 131 or Families Total 210 3. Federal Funds Committed to Address Homelessness Programs Amount of Funds Emergency Solutions Grant for FY17-18 $429,526 Santa Ana Police Department HEART Team ESG Program Funds $45,000 Illumination Foundation CDBG Program Public Service Funds $75,000 WISEPlace (CDBG Program Public Service Funds) $36,000 Subtotal $585,526 Projects Amount of Funds The Orchard (71 Project -Based Vouchers) $7,895,194 The Orchard (HOME Program Funds) $1,199,869 The Depot at Santiago (8 Project -Based Vouchers) $710,460 Santa Ana Veterans Village (HOME Program Funds) $352,963 Santa Ana Veterans Village 75 Project -Based Vouchers $11,489,000 Aqua Housing (56 Project -Based Vouchers) $7,000,000 Subtotal $28,647,486 Total Federal Funds Committed in Fiscal Year $29,233,012 2017/2018 191-4 Homeless Services Quarterly Report for April - June 2018 August 21, 2018 Page 5 4. Other Services and Initiatives STRATEGY ACTION OUTCOMES/TIME-FRAME Completed — Create an Interdepartmental Team on Team meets weekly & the Homelessness to coordinate all City addition of subcommittee agencies and activities. meetings to move action items Improve the internal forward coordination and communication between Consider opportunities to improve Completed- April 2018 City agencies providing conditions in the Civic Center. services and enforcement Completed- January 2018 Develop a webpage regarding how Ongoing Addition have been Santa Ana is addressing homelessness. implemented Utilize the Santa Ana City Draft a new section to the Santa Ana Charter and Municipal Municipal Code related to storage or Completed- December 2017 Code to make property and services in the Civic Center improvements area. Participate in regional bodies and Coordinate with courts, discussions to achieve the greatest Ongoing other cities and County of impact on homelessness in the City. Creation of Central Service Planning Orange Area Cities Collaborative on Housing Ongoing Resources Enlist non-profit and faith -based organizations serving homeless individuals to agree on a strategy to help Ongoing move individuals off of the streets and Coordinate with Non- into housing. Profits and Faith Based Organizations Continue to fund non-profit Emergency Solutions Grant homeless service providers to provide street outreach, Ongoing shelter, homeless prevention and rapid - rehousing services. Initiate and participate in lobbying for On -going — Staff is legislation and resources; solicit State participating on the County's Develop and implement and Federal assistance to respond to the Advisory Committee for No specific legislation related needs for housing, enforcement and Place Like Home funds and to housing and social services for the growing homeless are following relevant homelessness population. legislation Participation in the Big 11 Cities Initiative to secure one-time state homeless block Completed rant in support of AB3171 191-5 Homeless Services Quarterly Report for April - June 2018 August 21, 2018 Page 6 Major Initiatives 1. Civic Center Plaza Operation 2. Continued successful City collaboration in Federal proceedings with Judge David O. Carter regarding homelessness 3. Santiago Creek Clean-up Project 4. City & County collaboration regarding Mental Health Association 5. Opposition to the Orange County Needle Exchange Program 6. Application submissions to HUD NOFA's for housing assistance for the homeless 7. Central Service Planning Area City Collaboration 8. Contribution to Big 11 Cities Initiative Timeline highlighting recent Successes and Accomplishments In March of 2018, US Federal District Judge O. David Carter held a status hearing with County Officials, City Mayors, City Managers and other stakeholders to address homelessness relative to the Santa Ana Riverbed. In this hearing, the Judge resolved that the same effort be administered for the homeless residing in the City of Santa Ana, and more specifically for the extensive population in the Civic Center. The Judge has mandated the prioritization of County assistance, resources and placements for homeless individuals in the Civic Center. As such, on April 2, 2018, the County Health Care Agency provided referrals and shelter options and connections to services for the homeless individuals residing in the Santa Ana Civic Center in partnership with Santa Ana Police Department who provided safety and security. On April 3, 2018, US Federal District Judge David O. Carter gathered both County and City officials for a special hearing on homelessness. Judge Carter, specially extended invites to 34 City Mayors and City Managers to present and discuss their plans on addressing homelessness in their City. This followed after the County Board of Supervisors rescinded a plan to dedicate land for emergency housing in the Cities of Irvine, Huntington Beach and Laguna Niguel, where the respective City Council officials opposed the plan due to community protests against the resolution. The City of Santa Ana was represented by Mayor Miguel Pulido and Mayor Pro Tern Michele Martinez who spoke at the bench on the importance of a regional collaborative approach in ending homelessness, the influx of homeless individuals coming to Santa Ana from other parts of the County, and the significance of other cities to address the problem. Mayor Pro Tern Michele, Martinez also discussed the Santa Ana Point -In -Time count that was conducted the weekend prior, which portrayed the increased numbers of individuals experiencing homelessness in Santa Ana who traveled and were sent by other cities to seek services in Santa Ana. The City was also represented by City Manager Raul Godinez II, Deputy City Manager Robert Cortez and Homeless Services Manager, Hafsa Kaka. On April 4, 2018, the Orange County City Managers Association (OCCMA) convened to discuss the special topic on homelessness, in light of the special hearing this past week that US Federal District Judge David O. Carter convened with City Managers and Mayors across the County on addressing homelessness through regional collaborative efforts. Santa Ana was represented by City Manager Raul Godinez II, Deputy City Manager Robert Cortez and for the homeless 191-6 Homeless Services Quarterly Report for April - June 2018 August 21, 2018 Page 7 segment, Homeless Services Manager Hafsa Kaka. City Managers divided in their respective Service Planning Areas (North, Central and South) to strategize and coordinate efforts, resources, and capacity in addressing homelessness in the designated SPA. As the City with the most experience in the homeless issue, Santa Ana has taken a leadership role in coordinating services, through a data driven approach in resource allocation and supportive services. Santa Ana and Huntington Beach will be taking the lead to draft a strategic plan for regional efforts in the Central SPA cities. On April 5, 2018, the City requested the extension of the Orange County Santa Ana National Guard Armory Emergency Shelter as a response to the Homeless crisis that the County of Orange and the City of Santa Ana is experiencing. The following week, Governor Brown granted a 90-day extension for both Santa Ana and Fullerton Emergency Shelters at the National Guard Armories. . On April 6, 2018, the City of Santa Ana was pleased to announce that the U.S. Department of Housing and Urban Development (HUD) and the U.S. Department of Veterans Affairs (VA) has awarded one -hundred (100) project -based vouchers for homeless veterans to the Housing Authority of the City of Santa Ana. This supportive housing assistance is provided through the HUD -Veterans Affairs Supportive Housing (HUD-VASH) Program which combines rental assistance from HUD with case management and clinical services provided by the VA. This award is valued at over $1,054,965 per year for Santa Ana to provide permanent supportive housing for homeless veterans. Santa Ana was one of only 50 housing authorities awarded these vouchers statewide and one of only 323 nationwide On April 11, 2018, the City of Santa Ana's Housing Division Manager, Judson Brown, organized a 15-person tour of the City of Santa Ana' first Permanent Supportive Housing, "The Orchard," for the US Department the Housing Urban Development's (HUD) Region IX and X field officers and Public Housing Authorities. The HUD representatives flew to Southern California to tour this project among others in Southern California. The City of Santa Ana was also represented by Deputy City Manager Robert Cortez, Homeless Services Manager Hafsa Kaka, and Senior Housing Specialist Miriam Zepeda. The Housing Division Manager provided the presentation reviewing the acquisition and rehabilitation of an existing motel in the City of Santa Ana, that now provides 71 units of permanent supportive housing for chronically homeless individuals identified through the Coordinated Entry System. HUD representatives expressed their thanks to the City on the successful project and invited City of Santa Ana to teach other continuums on these best practices. Later the same day, the City Manager Raul Godinez II and City Councilmembers along with a representative from the Board of Supervisors and County staff, received a tour of the project. On April 12, 2018, Homeless Services Manager, Hafsa Kaka submitted an application for the Helen Putnam award on Housing Programs and Innovation. The application highlighted the City's coordinated efforts to address homelessness with internal and external partners, the City emerging as a leader in the County to address the issue, and the recent initiatives in the 2018 Homeless Draft Plan. Most importantly, the Orchard Permanent Housing Supportive Housing was highlighted to display the City's success and accomplishments in housing the homeless. 191-7 Homeless Services Quarterly Report for April - June 2018 August 21, 2018 Page 8 As of April 12, 2018, the Civic Center Plaza of the Flags has been cleared and fenced as part of the strategic plan to renovate the area. During this project, 234 individuals were assessed, with 99 individuals accepting the following services: emergency shelters, residential substance abuse treatment programs, recuperative care and mental health treatment programs. Santa Ana Police Department HEART & QOLT Teams are continuing to work with the County Health Care Agency teams to outreach to individuals experiencing homeless in the City of Santa Ana. On May 15, 2018, City staff met with the County of Orange Health Care Agency as a follow up to the April meeting to.discuss concerns on homeless activity around the Mental Health Association (MHA) facility located on South Main Street. City staff were represented by the City Manager's Office, City Attorney's Office, Community Development Agency, Planning and Code Enforcement. Currently, Code Enforcement has issued MHA a citation to comply and address violations that are not up to standards and to abide by City codes. On May 22, 2018, City Staff submitted a letter to Orange County Board of Supervisors addressing the approval selection and agreement of the Mental Health Association (MHA), as the County prepares to award MHA Multi -Services Center a new three-year contract to operate on 2416 S. Main Street in Santa Ana. Homeless Services Manager, Hafsa Kaka attended and provided public comment informing the Board of Supervisors that the City has faced escalating concerns from surrounding communities regarding MHA's operations, and disturbances created by individuals experiencing homelessness who must exit the facility. The City respectfully requested that flexibility be built into the new agreement to allow consideration of alternative locations in the County for MHA Multi -Services Center. Santa Ana's message was well received by Chairmen Andrew Do, who acknowledged Santa Ana's overwhelming inequity in having to address the homeless issue and provided his personal commitment to addressing homelessness in Santa Ana. Supervisor Spitzer, who inquired procedural reviews by County Health Care staff on the operations of MHA, required that County Health Care Agency provide minimal impact to Cities through transparency and accountability. The City and County of Orange Health Care Agency are meeting and working on solutions to mitigate the impact of MHA in the surrounding community, including increase of County Health Care Agency Outreach Workers engaging with the homeless from MHA and connecting them to services. Additionally, Code Enforcement is working with MHA to address violations that are not up to City standards as well as reviewing the existing agreement between County and MHA to ensure that operations are running as intended. In considering Santa Ana's concerns, the Board did not pass the approval selection and has moved it to June 5tn On May 25, 2018, the Honorable Federal District Judge David Carter, convened the County of Orange, the Cities of Santa Ana and Anaheim, Mayors and City Managers to attend a hearing regarding the continued download of homeless individuals from placements, and the shifting of the Anaheim Riverbed population into Santa Ana. The City of Santa Ana was represented by Mayor Miguel Pulido, City Manager Raul Godinez, Deputy City Manager Robert Cortez, Homeless Services Manager Hafsa Kaka, Acting Deputy Chief Ken Gominsky and the City Attorney's Office. The Judge informed members of the court and all parties that the City of Santa Ana continues to receive the download of homeless individuals once their placements in motels expire and from other cities who do not provide services for the homeless. The judge provided 191-8 Homeless Services Quarterly Report for April - June 2018 August21, 2018 Page 9 clear direction to the County and Cities, that he would like to see three Emergency Sites, one in each service planning area (North, Central and South). The judge would like to also see transitional living centers and long term permanent supportive housing plans by the second week of June, when he intends to convene a tent hearing with all City managers and the County. The Judge will also be hosting an early morning walk through at the Santa Ana armory on June 4th, in order to portray the download of homeless individuals into the residences of Santa Ana, and has required County and City officials to attend. The City and County of Orange Health Care Agency are meeting to work on solutions to mitigate the impact of MHA in the surrounding community, including increase of County Health Care Agency Outreach Workers engaging with the homeless from MHA and connecting them to services. Efforts are focused on additional outreach staff provided by County and MHA, potential of extended MHA hours to mitigate homeless impact during school release hours and transportation for MHA clients to shelter facilities or residence. Additionally, County staff has provided outcomes and data representing that 132 MHA clients were connected to housing in fiscal year 2016-17 On June 5, 2018, the Honorable Federal District Judge David Carter, gathered Orange County and City officials in front of the Santa Ana armory at 5:OOam in the morning, to observe the download of homeless individuals into the residences of Santa Ana and the impact the City experiences. Pro Tern Mayor Michelle Martinez, Deputy City Manager Robert Cortez, Homeless Services Manager Hafsa Kaka and Deputy Chief Ken Gominsky were represented by Santa Ana. Anaheim Mayor Tom Tait participated with Anaheim Police Chief. County CEO Frank Kim, and County staff also participated. Residents from the Santa Ana Neighborhood Alliance took part in the mornings event, voicing their concerns to the Judge. Judge Carter led the group to the Mental Health Association (MHA) on Main street, where he spoke with a representative about the clients coming from the armory congregating in and around MHA. Lastly, Judge Carter led the group down the gravel road next to the train tracks where a few encampments were visible. The Judge resonated his mandate on cities identifying three sites for emergency shelters to house individuals experiencing homelessness. On June 5, 2018, City Staff submitted a letter to Orange County Board of Supervisors addressing the approval selection and agreement of the Mental Health Association (MHA), as the County prepared to award MHA Multi -Services Center a new three-year contract to operate on 2416 S. Main Street in Santa Ana. Councilmember Sarmiento provided a public comment informing the Board of Supervisors that the City has faced escalating concerns from surrounding communities regarding the MHA's operations, and disturbances created by individuals experiencing homelessness who must exit the facility during the day, impacting children who are released from nearby schools. Deputy City Manager, Robert Cortez also provided public comment sharing data that the City has received 5,800 calls to service in the general vicinity since 2012 and overview of past facility code violations. The City encouraged the County to consider alternative locations throughout the County to house MHA Multi -Services Center as a viable solution that aligns with the Regional Coordinated efforts to address homelessness. Ultimately, the Board of Supervisors approved the agreement. On June 6, 2018, Homeless Services Manager Hafsa Kaka presented the City's efforts in addressing homelessness to the Park Santiago Neighborhood Association. Topics included 191-9 Homeless Services Quarterly Report for April - June 2018 August 21, 2018 Page 10 updating the community on the 2018 Homeless Draft Plan, the Point -in -Time Count, the Civic Center Plaza Project to transfer homeless individuals into safe and stable housing and services, and the Quality of Life Team efforts concerning the Santiago Creek Cleanup project. Residents inquired about homeless education in general and especially demographics of homeless population in the City of Santa Ana. The newly published Santa Ana Homeless Fact Sheet was provided to residents. On June 7, 2018, Homeless Services Manager, Hafsa Kaka presented the City's efforts in addressing homelessness to the Continuum of Care Homeless Providers Forum, comprised of Countywide non-profit, private and faith based agencies providing housing, case management, and homeless supportive services. Topics included updating the community on the 2018 Homeless Draft Plan, the Point -in -Time Count, the Civic Center Plaza Project to transfer homeless individuals into safe and stable housing and services, and the Quality of Life Team efforts throughout the City. The City's efforts in working with Big 11 Cities to support Local Homelessness Solutions Funds for Cities was also discussed. The newly published Santa Ana Homeless Fact Sheet and Quality of Life Flyer was provided to residents. See Exhibit B and C. The City of Santa Ana, along with City of Huntington Beach, have been .leading the Orange County Central Service Planning Area (SPA) City Managers Collaborative on addressing Homelessness. We met in a series of three monthly meetings in April, May, and June of 2018, to discuss homelessness, housing and capacity to serve. The Central SPA is comprised of the following nine Cities: Santa Ana, Costa Mesa, Fountain Valley, Garden Grove, Huntington Beach, Newport Beach, Tustin, Westminster and Seal Beach. In addition, Midway City CDP and North Tustin CDP are also included in the Central SPA. With the City of Santa Ana and the City of Huntington Beach taking the lead to identify the Central SPA resources, each City provided data that captured current and in -progress housing and supportive services. Exhibit A provides the data prefaced. The City of Santa Ana has been working with State lobbyist on the Big 11 Cities collaborative, in where the Big 11 Mayors support pursuing a partnership between the State and the Mayors of California Cities to allocate a portion of surplus to local jurisdictions to tackle the homelessness issues. The objective is that the most impactful solutions will come from a collaboration of state and local policy leaders to implement creative, results -driven solutions in areas that are most impacted concerning homelessness. As such, the Homeless Emergency Aid Program (HEAP), as noted in the proposed trailer bill language SB850, is to provide the Continuum of Care (CoCs) with one time funds to address their immediate homelessness challenges. Senate Bill 850, establishes HEAP as a flexible block grant program to allow CoC's more discretion to determine how to use the funds. The Governor's FY 2018-2019 May Revision, released on May 11, 2018 includes $350 million in State General Fund monies for emergency homeless aid one-time block grants to cities and counties via the Continuum of Care (CoC) and $150 million direct allocation to cities participating in the Big 11, to address homelessness through construction or operation of emergency shelters, rapid rehousing, emergency housing vouchers, use of armories to provide temporary shelters, among other activities. Eligibility requirement for funding mandates that cities and counties participating in the CoC must declare an Emergency Shelter Crisis pursuant to Government Code Section 8698 in addition to demonstrating city and county collaboration. 191-10 Homeless Services Quarterly Report for April - June 2018 August 21, 2018 Page 11 On June 11, 2018, Homeless Services Manager Hafsa Kaka met with staff and management with Austin Hardwood business to discuss issues concerning homelessness and abandoned property. The meeting covered education around the homeless issue in the City of Santa Ana and the City's efforts in addressing homelessness and collaborating with the County and Cities on shared responsibility. Most importantly, the business was provided education on the Quality of Life Team and the Santa Ana app as a tool to report abandoned property along with active encampments. The business expressed gratitude for the City's efforts in mitigating the impact of homelessness. The Homeless Division continues to respond and outreach to businesses impacted by homelessness. On June 20, 2018, the Santa Ana Homeless Division partnered with the Housing Division to submit the FY2017 HUD Mainstream (Section 811) Vouchers Application in response to the Notice of Funding Availability seeking a maximum of 5 million dollars for voucher administration to individuals experiencing homelessness. Homeless and Housing Division submitted a collaborative application in partnership with Illumination Foundation who would provide supportive services to non -elderly persons with disabilities transitioning out of an institution, if Santa Ana is awarded funds for the mainstream vouchers. A strong application was submitted concerning areas of service delivery, leveraging resources and capacity building. Santa Ana will be notified on the status of funding in August 2018. On June 25, 2018, the City of Santa Ana officially provided a letter to the California Department of Public Health declaring the City of Santa Ana's strong opposition to the proposed Orange County Needle Exchange Program ("OCNEP") application for certification of mobile syringe needle exchange services, in the City of Santa Ana. A similar letter, dated June 8, 2018 from the City of Santa Ana's Chief of Police, was submitted to the California Department of Public Health opposing the operation of the OCNEP Mobile Needle Exchange. The letter referenced the standards for refusal to certify an initial Syringe Exchange Program (SEP) Application, indicating "here, the harm to public safety significantly outweighs the benefits to public health conferred by the OCNEP." The City submitted the letter of opposition supplemented with detailed pages of resident safety concerns sent to the City, along with photographs documenting the proliferation of dirty needles in the Civic Center from past OCNEP operations, and Orange County resolution against the OCNEP Mobile Needle Exchange. Additional documents can be found on http://santa-ana. oro/need leexchanae/. On June 26, 2018, the City if Santa Ana Homeless Division partnered with the Housing Division to submit a collaborative application for the Housing Urban Development (HUD) FY2017 Family Unification Program (FUP) Notice of Funding Availability. The Homeless Division and Housing Division submitted a collaborative application in partnership with the Continuum of Care (CoC), Orange County Social Service Agency as the Public Child Welfare Agency, and the Coordinated Entry System Family Solutions Collaborative. Application was submitted for an opportunity to receive housing choice vouchers for families are risk of homelessness and/or homeless. On June 28, 2018, Homeless Services Manager Hafsa Kaka presented the City's efforts in addressing homelessness to the Connect -to -Council Ward 1 neighborhood. Topics included 191-11 Homeless Services Quarterly Report for April - June 2018 August 21, 2018 Page 12 updating the community on the 2018 Homeless Draft Plan, the Point -in -Time Count, the Civic Center Plaza Project to transfer homeless individuals into safe and stable housing and services and the recent opposition stance the City officially took to the Orange County Needle Exchange Program. In addition, Sargent Jay Miller from the Santa Ana Police Department presented on the Quality of Life Team and the success of the multi -disciplinary team in addressing homeless encampments and abandoned property throughout the City. Residents inquired about homeless education in general and the County's efforts in addressing homelessness. STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal #1 — Community Safety, Objective #6 (Enhance Public Safety integration, communications and community outreach); Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability) and Objective #6 (Focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT There is no fiscal impact associated with this action. S_ A V �--, Steven A. Mendoza Executive Director Community Development Agency Robert C. Cortez Deputy City Manager City Manager's Office Exhibits: 1. Central Service Planning Area City Collaborative (Housing & Resource Inventory) 2. Santa Ana Homeless Fact Sheet 3. Quality of Life Team Flyer 191-12 The Orange County Central Service Planning Area (SPA) City Managers met in a series of three monthly meetings in April, May, and June of 2018, to discuss homelessness, housing and capacity to serve. The Central SPA is comprised of the following nine Cities: Santa Ana, Costa Mesa, Fountain Valley, Garden Grove, Huntington Beach, Newport Beach, Tustin, Westminster and Seal Beach. In addition, Midway City CDP and North Tustin CDP are also included in the Central SPA. With the City of Santa Ana and the City of Huntington Beach taking the lead to identify the Central SPA resources, each City provided data that captured current and in -progress housing and supportive services. The Central SPA City Managers recognize its contributions in servicing the homeless population and are currently evaluating additional opportunities regarding housing and supportive services. The following information is the aggregate data compiled to illustrate the existing resources within the Central SPA. The Central Service Planning Area identifies the following: 11 Emergency Shelter facilities in three Central SPA Cities (Santa Ana, Tustin and Huntington Beach), and Grandma's House of Hope providing services countywide that total 838 Adult beds for homeless individuals and 168 beds for head of household with children. • 13 Transitional Shelter facilities in four Central SPA Cities (Santa Ana, Garden Grove, Tustin, and Huntington Beach) with a total of 178 Adult Beds for Homeless Individuals, 177 beds for head of household with children and 83 units for head of household children. • 9 Permanent Supportive Housing sites in three central SPA Cities (Santa Ana, Newport Beach, and Midway City/Westminster) with a total of 377 Adult Beds for Homeless Individuals. • 3 non -profits providing Tenant Based Rental Assistance from the Garden Grove Housing Authority and Huntington Beach in Central SPA, with a total of 103 Vouchers utilized countywide. • Over 8,580 Affordable Housing units identified within seven Central SPA Cities (Santa Ana, Costa Mesa, Tustin, Newport Beach, Garden Grove, Westminster and Huntington Beach). Updated 6/12/18 1IPagP 191-13 EXHIBIT A Additionally, the Central SPA cities have identified over 25 available public and private supportive services and resource agencies that fall under the following categories: • Veteran Services • Domestic Violence Supportive Services • Soup Kitchens and Food Pantries • Community Health Clinics • Public Agencies • Employment & Legal Services • Behavioral & Mental Health • Substance Abuse Programs It should be noted that the Central SPA is unique in holding the following capacities: • The largest low barrier Countywide Emergency Shelter in Santa Ana (The Courtyard), up to 450 beds. • The largest low barrier Mental Health Multi -Services Center in Santa Ana. • The Central SPA has 3 of the 4 Housing Authorities within Orange County (Santa Ana, Garden Grove and County of Orange). In addition to capturing the current and in -progress housing and supportive services, the Central SPA City Manager also provided the most current homeless count for their city. The following chart narrates the repotted sheltered and unsheltered homeless, with an estimated total of 2,472 reported homeless individuals in the Central SPA. City Reported Homeless Sheltered Count -'Reported Homeless Unsheltered Count Total Homeless Santa Ana (2018 PIT) 587 1,030 1,617 Garden Grove 74 194 268 Fountain Valley 0 29 29 Newport Beach 0 38 38 Westminster X X X Huntington Beach 89 119 208 Tustin 147 42 189 Costa Mesa 20 103 123 Seal Beach X X X Total 1 917 1,555 1 2,472 Lastly, the Central SPA provided additional information concerning homelessness for the public; such as flyers, brochures and other materials. Updated 6/12/18 21Pa,,e 191-14 I /� A Permanent -/�L Supportive i Housmg.Units 71 56 10 P* 7c K 'la I -le pperpe 1 COO+Affordable Housing'Units. 29700 +Section Vouchers 300+Units Development In As of April 10, 201'8'the OC Health Care. Agency (HCA), in partnership vilth the Cy'of Sonic Ana Police Department, completed assessments.of all homelessindividuals, residing in the Civic' Center. The, County provided referrals and shelter options end connections to services for the homeless individuals residing in the Santa Ana Civic Center, and to date there has been 23'A assessments for emergency shelters. resideritial substance abusetreatment,progroms, recuperative tare, and mental health treatment programs. Arof April,121h, 2018,'the Civic Center plaza has been completely cleared: of Santa Ana 2018 Point -In -Time Count* t 121 % Increase in Unsheltered Individuals from 2017 Point -In -Time Count 82% Reported experiencing homelessness for more than one year 52% Reported coming from outside Santa Ana 51 % Reported some type of Substance Abuse 37% Reported having Disabilities 37% Reported having Mental Health concerns 29% Reported having experienced Domestic Violence 8% Reported as a Veteran " Conducted March 2018 CITY EFFORTS • Hired a new Homeless Services Manager in February 2018. • Dedicated a full-time Santa Ana Police Department Officer to act as a Homeless Coordinator for services within the Police Department's activities. • Created a Quality of Life Team (QOLT) in January 2018 consisting of members of various city departments to implement a coordinated response to requests for services by the community due to impacts of homelessness (585 locations served, 846 individuals contacted from January 2018 - May 2018). . Annual award of approximately $450,000 in Emergency Solutions Grant funding from the US Department of Housing and Urban Development to nonprofit homeless service providers for Street Outreach, Rapid Rehousing, and Homeless Prevention Services. Last Updated 02018 City of Santa Ana Quality Of Life Team Community Concerns_ C Over the last several years the City of Santa Ana has receivedan.increased number of quality of life -related complaints.The majority of these concerns relate to municipal code.iriolations, property storage and improper uses of public and. private property.The Gty has utilizedvarriious glechanisms to address these concerns. Our New Team: To increase efficiencies and enhancecustomer service, a multidisciplinary team consisting ofvarious City of Santa Ana, departments and non -government groups hav—ejoined'together to create the Quality. Of Life Team (Q.O.LT.)..The 30-day pilot Quality Of Life Team was`formed in late January of 2018to address theconcerns. The formation of the'Q.O.L.T. has both increased efficiency in addressing quality, ofrife ,issues and improved is s responsetimes_ Who We Are• Thismulti-disciplinaryteam is comprised of City staff from the,following City departments: Santa Ana Police Department, Parks and Recreation, Public•Works, Community Development, Community Preservation, City Attorney, City Manager, and a representative from the County of Orange btental Health. The process of bringing all stakeholders together in the field is modeled on best practices utilized by several cities throughout the Country -During the first week of the program, the team was trained by the City Attorney and Police, Department.They responded to locations identified by the City Council and community,The team will respond to concerns of city residents and businesses regarding health and safety issues throughout the City. Obiectives Increase efficiency in addressing quality of life issues through partnerships Increase response time! n which certain quality of life issues are addressed Evaluate outreach efforts From January 2018 to June 2018 (week 23), OUT has successfully: • Contacted •Responded to • Addressed How to Reach Us: 1141 individuals 735loations 797 Encampments Ifyou area resident or business owner wishing to report a concern about homelessness such as abandoned property on City fight -of -way, you may download the free MySantaAna application with an !Phone or Android and report service requests under Abandoned Property/Illegal Dumping.You may also contact Public4Vorks Dispatch by calling (714) &17-3380. For additional information please visit Santa Ana's Addressing Homelessness websiteat 191-18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: RECEIVE AND FILE — NEW BUILDING INSTITUTE RESEARCH PROJECT BENEFITING THE CITY OF SANTA ANA, FUNDED BY THE CALIFORNIA ENERGY COMMISSION (STRATEGIC PLAN NO. 6,2) �_ ���ItAl RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on is' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the California Energy Commission Research Project overview. DISCUSSION The New Building Institute (NBI) is a nonprofit organization that works to improve energy performance of commercial buildings. Working together with TRC Engineers (TRC) and the Lawrence Berkeley National Labs (LBNL), NBI is leading a major research project to address the need for greatly improved energy use in California's existing commercial buildings through the implementation of cost-effective and scalable solutions. The project, funded by the California Energy Commission (CEC), was launched in June 2017 and is focused particularly in the Los Angeles Basin where energy constraints from the Aliso Canyon fuel leak are acute. The project, called Leading in Los Angeles (LA), is a 3-year field demonstration of innovative, pre - market, energy -efficiency technologies for high -energy -use building systems, such as interior lighting, HVAC, and electric loads on typical office wall plugs. The specific technologies selected for this project — or Integrated Technologies for Energy -efficient Retrofits (INTER) solutions set — are comprised of automated self -powered shades made by Rollease Acmeda, and advanced lighting and plug load systems and controls produced by Enlighted. Additionally, the project includes advanced controls and metering to provide real-time data on energy usage. The technologies will be combined and customized for the selected buildings and spaces to effect an estimated whole building energy use reduction of up to 32%. The facilities selected for the Leading in LA project must be owned by a public agency, be served electricity by an Investor Owned Utility (i.e., Southern California Edison), and must be located in a disadvantaged community. Before installation, the INTER solution set will first be lab tested at LBNL FlexLab, then customized for each demonstration site. 19J-1 Receive and File — New Building Institute Research Project Funded by California Energy Commission August 21, 2018 Page 2 The research project has two fundamental goals: 1. Validate the commercial viability and scalability of INTER systems in existing commercial buildings. 2. Accelerate market adoption of INTER systems to address Los Angeles Basin and statewide needs for energy and carbon reductions through deep energy efficiency retrofits. The project objectives are: 1. Demonstrate energy savings and improved comfort of INTER systems. 2. Identify and address market barriers to wider acceptance and adoption. 3. Develop scalable technology packages, integration guidelines, case studies, utility program ideas and energy code connections to facilitate widespread implementation. Santa Ana Facilities TRC has evaluated Santa Ana facilities located within the Southern California Edison service territory and disadvantaged communities, and has identified City Hall and the Ross Annex as two facilities that could benefit from some or all of the technologies in this project. In light of the City's current budget constraints, the project components have been determined to be of significant value to the City by the Fleet and Facilities Maintenance Manager and were approved by the Executive Director of Finance and Management Services Agency. Funding The grant was awarded by the CEC to the NBI/TRC/LBNL Team in the total amount of $4,981,000 to fund this project. Match funding of $1,725,500 (a minimum of 20% was required) is primarily being provided by the technology partners (Rollease Acmeda and Enlighted) through the discounting of equipment and installation costs. No match funding is requested from Santa Ana, nor are there maintenance costs to the City during the grant period. At the completion of the grant period, the City will have the option to have any or all equipment removed at no cost. Should the City choose to retain the equipment, the City will assume future maintenance costs, estimated to be less than standard maintenance costs, due to the type of energy efficient equipment. The City's role is as a host site and will benefit from the installation of state-of-the-art energy efficient technologies at no cost. In return, Santa Ana will agree to participate for the life of the grant, which ends on December 31, 2020. As this is a research and demonstration project, the Team will need access to the site(s) for the term, in order to install the equipment, monitor operations, maintain the equipment, and collect data. All site access for installation, maintenance, and monitoring will be coordinated by TRC with Santa Ana staff so as not to disrupt operations. 19J -2 Receive and File — New Building Institute Research Project Funded by California Energy Commission August 21, 2018 Page 3 Agreements, Procurement and Installation The grant is awarded by the CEC to the NBI/TRC/LBNL Team. The CEC has approved the technology vendors and equipment to be funded by the grant, and purchased and installed by NBI and TRC. The City is not asked to enter into any agreements with the CEC, although the Team fully expects to enter into agreements with the participating agencies (i.e., Santa Ana) for access, risk management, details regarding equipment to be installed, maintenance of said equipment, etc. This agreement can be in whatever form is preferred by the City. Timeline Installation will begin in the third quarter of 2018. As previously mentioned, the grant efforts will continue through 2020. STRATEGIC PLAN ALIGNMENT Approval of this item supports City efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective 2 (Address deferred maintenance on City buildings and equipment). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT If the City opts to retain all equipment at the completion of the grant period on December 21, 2020, future maintenance costs will be the City's responsibility. The funding for these maintenance costs will be budgeted in future years in the Building Maintenance Fund (Account No. 07310100-63001). APPROVED S TO FUNDS AND ACCOUNTS Fuad S. eiss, PE, PLS Sergio Vidal Do Executivi Pirector Assistant Director Public W ks Agency Finance & Management Services Agency 19J -3 19J-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE DESTRUCTION OF OBSOLETE CITY RECORDS (STRATEGIC PLAN NO. 5, 1) V 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 RECOMMENDED ACTION Approve the request for the destruction of obsolete records from the Clerk of the Council Office in accordance with the retention schedule outlined in City Council Resolution 2013-014. DISCUSSION On April 1, 2013, the City Council approved Resolution 2013-014 outlining the records retention schedule for the agencies, departments, and offices of the City. City records are governed by the Public Records Act which provides the period in which records need to be retained. The Citywide Records Team compiled the Citywide Records Retention Schedule which sets forth the retention period for a particular record. The Municipal Code requires that the destruction of a City record be approved by the City Attorney. In accordance with Section 513 of the Citywide Records Retention Schedule Resolution, the City Attorney has approved the list of records proposed for destruction from the departments as outlined in the attached documents. The Citywide Records Retention Schedule has specific retention periods for many City documents. The Schedule is modeled after the California Secretary of State's sample for local government and incorporates other statutory periods applicable to Santa Ana. These are minimum retention periods. Each department makes discretionary decisions on whether to retain records past the minimum requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. Exhibit: 1. Request for Destruction of Records — Clerk of the Council Office 19K-1 19 K-2 IU 1 My [11"ITUMit I To: Sonia R. Carvalho, City Attorney From Maria D. Huizar, Clerk of the Council Date: August 3, 2018 Subject: , REQUEST. FOR DESTRUCTION OF RECORDS The Clerk of the Council requests your approval to destroy City records on the attached listing, in accordance with the retention schedule outlined in the City Council Resolution 2013-014. Thank you. Attachments: Clerk of the Council Destruction Schedule August 2018 I LRECOROS, REIEMIOR 80EaRUCDOMCLERK 201&WIPI.IEMO DEPTRECOR050EaUEOUESTMACETO M0&02018.000 19 K-3 19 K-4 CITY OF SANTA ANA OBSOLETE RECORDS DESTRUCTION SCHEDULE CLERK OF THE COUNCIL OFFICE AUGUST 2018 RECORD RECORD START RETENTION CATEGORY RECORD SERIES RECORD DESCRIPTION DATE PERIOD . CLERK- Miscellaneous Includes both incoming and outgoing Folder Year Date 2 years ADMINISTRATION . Correspondence general correspondence, including letters and e-mail along with citizen 2015 feedback; Various files, not related to specific cases and not otherwise specifically covered by the retention schedule. CLERK LOGS Miscellaneous Log of documents received by the Clerk Folder Year Date 3 Years (Cont.) Logs and other actions under various SAMC sections: 2013-2014 - Alcoholic Beverage Control (ABC) Agendas Original Meeting Agendas: City Council, Folder Year Date Hardcopy - 2 COUNCIL Redevelopment Agency, Successor years; MEETINGS Agency, Santa Ana Financing Authority, 2015 Imaging Special Meetings, Commissions— Copy - agendas and packets can be imaged Permanent immediately for permanent retention, if (2004 to desired. A paper copy can be present) maintained for one year, if desired. Agenda Notices Notices — Public Meetings including Folder Year Date 2 years Special Meetings, 2015 Agenda Affidavits of Publication / Posting - Proof Folder Year Date 2 years Publications of publication or posting of legal notices — examples of legal notices: Notice of 2015 Public Hearing, Notice of Lien, etc. Agenda Packets Council Meeting, Successor Agency, Meeting Date Hardcopy - 2 Santa Ana Financing Authority, years, Commissions agenda packet materials, 2015 Imaging - e.g., Requests for Council Action Permanent (RFCA's) and backup information on (available Council Agenda items - Originals can be from 2004 to imaged immediately for permanent present only) retention, if desired. The imaged record can serve as the permanent record, if desired. GENERAL Payroll Leave of Absence Requests (LOAs) Pay period, Year 2 years RECORDS and copy of departmental reports 2015 19 K-5 OBSOLETE RECORDS DESTRUCTION SCHEDULE CLERK OF THE COUNCIL OFFICE AUGUST 2018 RECORD START RETENTION RECORD SERIES RECORD DESCRIPTION DATE PERIOD [FFAIR,Statements of Originals of statements of designatedFiling Year 7 years (can Economic employees 2010 image after 2 years) Interest - Form 700 (originals) 2003-2006 on-elected)pen H Calendars City Council and Executive Year20143 yearsunshine Management Team calendars rovision) PUBLIC Public Records Requests from the public for documents Receipt Date 2 years RECORDS Requests retained by the City 2015 REQUESTS PREPARED BY: CONSENT BY: Lo RU Date Norma Orozco u Date Maria D. Huizar Deputy Clerk of the Council Clerk of the Council ;I RECORDS DESTROYED: APPROVED BY: Number of Boxes: 10 /� &dav- 09_1 S�1�Q4rt.U,t. Sonia R. Carvalho Date City Attorney 19 K-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 kIHq=; APPROVE AN AMENDMENT TO AGREEMENT WITH ELISA STIPKOVICH FOR CONSULTANT SERVICES RELATED TO THIRD AND BROADWAY PROJECT AND AN APPROPRIATION ADJUSTMENT (STRATEGIC PLAN NO. 3, 5A) r-- CITY NAGER 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 the Clerk of the Council to execute an amendment to the agreement with Elisa Stipkovich for consultant services related to the Third and Broadway development project to increase the compensation by an additional $25,000 for a total contract amount not to exceed $50,000, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment recognizing $53,561.37 in Miscellaneous Revenue Expense Reimbursement account (no. 01102002-57000) and appropriate the same amount to the Community Development Agency's Economic Development Contract Services expenditure account (no. 01118810-62300) for the reimbursement agreement with Caribou Industries. DISCUSSION Consultant Elisa Stipkovich has been lead negotiator for processing deal points for the Third and Broadway Project. The project is moving forward with applications expected shortly. The City is in need of expending more funds on the Consultant to be reimbursed by the developer. This report appropriates the funds into the proper accounts for expenditure. On March 21, 2017, the City Council authorized the City Manager and Clerk of the Council to enter into an Exclusive Negotiation Agreement (ENA) with Caribou Industries for the Third and Broadway project. To assist with the negotiations, the City entered into a contract with consultant Elisa Stipkovich to lead negotiations for the City and identify transaction business terms. On January 16, 2018, the City Council approved a restated Exclusive Negotiation Agreement and an amended reimbursement agreement with Caribou Industries, which extended the negotiation 20A-1 Agreement with Elisa Stipkovich August21, 2018 Page 2 period of the project and identified specific business transaction terms between the City and Caribou Industries to move forward with the development of the Third and Broadway parking garage. City Council also approved an appropriation adjustment to recognize the potential $100,000 in reimbursement from Caribou Industries for the City's expenses related to the services provided by Elisa Stipkovich and Kosmont Companies. Of that total, $46,438.63 was expended for the project and a balance of $53,561.37 remains at the end of FY 2017-18. The next step in the process will be to prepare and present a Disposition and Development Agreement (DDA) with more detailed business terms to City Council for consideration. The DDA will further describe the terms of the transaction, including a schedule of completion with milestones for the developer to achieve. The City will not convey the site until the developer has met all the obligations defined in the DDA, obtained all approved permits and entitlements, and provided proof of financing for the project. In order to develop the Disposition and Development Agreement and finalize all business terms between the City and Caribou Industries, staff is recommending amending the scope of work with Elisa Stipkovich for these services. The consultant's new scope of work is attached as Exhibit 1 to the amendment to the agreement. This contract amount has been included under the reimbursement agreement entered with Caribou Industries to cover costs associated with the negotiation and execution of the ENA and DDA. 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 Approval of the appropriation adjustment will recognize $53,561.37 in the Miscellaneous Revenue Expense Reimbursement account (no. 01102002-57000) and appropriate the same amount to the Community Development Agency's Economic Development Contract Services expenditure account (no. 01118810-62300) in the FY 2018-19 budget. Thereafter, funds will be available in the Economic Development, Contract Services account (no. 01118810-62300) for the amendment to the agreement with Elisa Stipkovich. —25k, AA - Steven A. Mendoza Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: Sergio Vidal Co Assistant Director Finance and Management Services Agency Exhibit: 1. Amendment to Agreement with Elisa Stipkovich including new scope of work 20A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE APPRORIATION ADJUSTMENT ACCEPTING ADDITIONAL FY2017 HOMELAND SECURITY GRANT PROGRAM FUNDING (STRATEGIC PLAN NO.1.2, 6) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1u Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve an Appropriation Adjustment recognizing $415,000 in the FY 2017 Urban Areas Security Initiative revenue account (no. 12514002-52001) and appropriate same to expenditures accounts (nos. 12514407-various). DISCUSSION The United States Department of Homeland Security (DHS) developed the Urban Areas Security Initiative funding program (UASI), which provides funds to local emergency first responders to enhance security and overall preparedness to prevent, respond to, and recover from acts of terrorism. The grant specifically provides funding for anti -terror equipment, planning, training, exercises and technical assistance. In FY 2006 the United States Department of Homeland Security (DHS) combined the Anaheim UASI and the Santa Ana UASI into a single Urban Area. The City of Santa Ana will continue to be designated as an Urban Area Core City and will share grant administrative responsibilities with the City of Anaheim. The City of Santa Ana Police Department has worked with the City of Anaheim, the County of Orange, and cities within the Anaheim/Santa Ana Urban Area to determine current capabilities and needs, and have established goals and objectives for the Anaheim/Santa Ana Urban Area. The Police Department will work in collaboration with the City of Anaheim to develop projects and implement complimentary strategies for responding to acts of terrorism. In October of 2017, the City of Santa Ana was awarded $4,644,000 in UASI grant funds. In July 2018, the California Governor's Office of Emergency Services (CaIOES) identified the City of Santa Ana to receive FY2017 Homeland Security Grant Program (HSGP) funds in the amount $415,000 for use in supporting the Orange County Intelligence Assessment Center (OCIAC). The OCIAC is one of the 79 fusion centers across the nation that are responsible for providing an integrated, multidiscipline information and intelligence sharing network to collect, analyze, and 20B-1 FY 2017 Homeland Security Grant Program Funding — Resolution and AA August 21, 2018 Page 2 disseminate information on all criminal risks and and private sector and public sector stakeholder STRATEGIC PLAN ALIGNMENT s Approval of this item allows the City to meet Goal #1 Community Safety, Objectives #2; Broaden communications, information sharing and community awareness of public safety activities, and Objective #6; Enhance public safety integration, communications, and community outreach. FISCAL IMPACT Additional FY 2017 Urban Areas Security Initiative funds in the amount of $415,000 will be budgeted in revenue account (no. 12514002-52001) and appropriated to expenditure accounts (nos. 12514407-various). Funds will be budgeted by fiscal year as follows: FY 2018-19 $0 FY 2019-20 $415,000 Total $415,000 entin Chief of Police Santa Ana Police Department APPROV AS TO FUNDS AND ACCOUNTS: Sergio Vidal �_W I-L,.) Assistant Director Finance and Management Services Agency Exhibits: 1. Resolution 2018-001 2. Cal OES Identification of Funding — OC Intelligence Assessment Center 20B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: AWARD PURCHASE ORDER TO LOS ANGELES TRUCK CENTERS, LLC, FOR A VOLUMETRIC CEMENT BATCH TRUCK (SPECIFICATION NO. 18-048) (STRATEGIC PLAN NO. 6, 2) lk V 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 a one-time purchase and payment of purchase order to Los Angeles Truck Centers, LLC, for the procurement of one volumetric cement batch truck in the amount of $311,285, plus a $10,000 contingency, for a total amount not to exceed $321,285, subject to nonsubstantive changes approved by the City Manager and City Attorney. 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 Water Resources Division staff mixes and pours concrete as part of its maintenance and repair work of the City's public water system. Concrete is used to make repairs to street pavement and sidewalks and to construct water system thrust blocks on a daily basis. The cement truck currently in use for these jobs was purchased in 1992 and, due to the extensive use and age, it has been proven to be unreliable and very expensive to repair. Additionally, the current truck will fail to meet Clean Air Resources Board requirements next year and will require extensive upgrades to remain in service. Furthermore, the current truck relies on intensive manual labor for concrete mixing, which increases the risk of injury to personnel. The mixing of concrete on site via the use of a cement batch mix truck is more cost effective and efficient than purchasing loads of ready -mix concrete delivered to the job -site due to its versatility and ease of use. The Water Resources Division estimates that utilizing the proposed batch mix truck compared to buying ready -mix concrete will result in savings of $31,000 annually. The new proposed Zimmerman Industries ZM406-N1, 6- yard rear discharge concrete mixer is Compressed Natural Gas (CNG) powered and utilizes a new 2019 Freightliner chassis (Exhibit 1). The unit is fully automated and can deliver from less than a yard to 6 yards of concrete on demand as required by the job, which will allow the Water Resources Division to operate in a more efficient and safe manner. 22A-1 Award Purchase Order for Volumetric Cement Truck August 21, 2018 Page 2 The Notice Inviting Bids was advertised on May 30, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 69 Vendors notified 7 Vendors downloaded bid packet 1 Bid received 0 Bid received from Santa Ana vendors The bid was opened on June 27, 2018, and evaluated. The bid received from Los Angeles Truck Centers, LLC, is responsive to the specifications and meets the City requirements. Pricing of raw materials required to manufacture a volumetric cement trucks are highly volatile. As such, a $10,000 contingency has been included in the award amount to allow for unanticipated commodity surcharges in the metal market between now and the time the vendor begins production. 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 $321,285 are available for expenditure in the FY 2018-19 Water System Maintenance account (No. 06017641-66400). APPROVED AS TO FUNDS AND ACCOUNTS: 7 Fuad I Sweiss, PE,PLS Sergio Vidal #bv Execute a Director Assistant Director Public Works Agency Finance and Management Services Agency FSS/FG/CL/sm/sp Exhibit 1: Mixer Truck Diagram and Specifications 22A-2 EXHIBIT 1 8 1 88 � II In En$ T ww U xx o = U U N U J z EL t�I N 1' JOZ0ri N Ori � 22A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: AWARD PURCHASE ORDER TO IRV SEAVER MOTORCYCLES FOR THE PURCHASE OF POLICE MOTORCYCLES (SPECIFICATION NO. 18-054) (STRATEGIC PLAN NO. 6,2) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2na Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one-time purchase and payment of purchase order to Iry Seaver Motorcycles for the purchase of thirteen police motorcycles in the amount of $348,232; and a $26,000 contract for motorcycle repairs for a total amount not to exceed $373,232, subject to non -substantive 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 City's Vehicle Replacement Policy provides guidelines and criteria for determining when vehicles need replacement. This criteria includes vehicle age, mileage, maintenance costs, and safety history. As a result of reviewing the City's replacement criteria, twelve police motorcycles purchased in 2007 with an average mileage of 69,667 miles have been identified for replacement. These older motorcycles with high mileage are more time consuming and expensive to repair which result in more downtime of the vehicle for the police officers. Additionally, one police motorcycle recently inoperable due to a traffic accident, needs to be replaced. The initial notice inviting bids was advertised on June 11, 2018, on the City's online bid management and publication system. Due to additional funds being available in the new fiscal year, a second solicitation was advertised on July 23, 2018. A summary of the bid invitations and bids received is as follows: Description June 11, 2018 July 23, 2018 Vendors notified 11 10 Vendors downloaded bid packet 6 6 Bids received 2 2 Bids from Sana Ana vendors 0 0 22B-1 Award Purchase Order for Police Motorcycles August 21, 2018 Page 2 The bids were opened on July 11, 2018 and July 30, 2018 and evaluated. The results are as follows: Vendor Location June 11, 2018 July 23, 2018 Iry Seaver Motorcycles Orange $25,911.02 $25,699.23 Long Beach BMW Motorcycles Long Beach $27,497.09 no bid New Century Motorsports, LLC Alhambra no bid $28,651.73 The bids received from Iry Seaver Motorcycles are responsive to the specifications and meet the City's requirements. Iry Seaver Motorcycles provides motorcycle repair services to the Fleet Maintenance Division. The purchase of motorcycles, when added to the vendor's fiscal expenses for these services, will exceed $25,000 aggregate limit. In order to continue utilizing their services staff recommends maintaining the current blanket order contract in the amount of $25,000. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City's effort to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds are available in FY 2018-19 Equipment Replacement accounts. $26,991 for the purchase of one motorcycle in Equipment Replacement account (07510101-66400) and $321,241 for the purchase of 12 motorcycles Equipment Replacement account (07010100-66400). Funds in the amount of $25,000 for motorcycle repairs are available in FY 2018-19 Equipment Maintenance - Garage Operations account (07510100-62322). Dav' entin I Chief of Police , Santa Ana Police Department CL/sm/sp APPR VED AS TO FUNDS AND ACCOUNTS: Sergio Vidal 00 Assistant Director Finance and Management Services Agency * Pricing for this vendor includes 4% Orange County Small Business preference 22B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: AWARD PURCHASE ORDER TO REYNOLDS BUICK/GMC INC. FOR MID -SIZE CREW CAB TRUCKS (SPECIFICATION NO. 18-055) (STRATEGIC PLAN NO. 6,2) 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 Authorize a one-time purchase and payment of purchase order to Reynolds Buick/GMC Inc., for the purchase of five GMC Canyon Crew Cab trucks in the amount of $171,229, 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's Water Department is in need of four replacements and one new mid -size crew cab truck to help service water and sewer maintenance needs throughout the City. Four trucks will replace vehicles purchased between 2000 and 2006 with an average mileage of 70,223 miles each. These older, high -mileage vehicles are more time-consuming and expensive to repair, and have proven to be unreliable. The one new truck will be assigned to the Senior Water Maintenance Supervisor added to the Water Enterprise in the FY 17/18 Budget. The initial notice inviting bids for was advertised on June 12, 2018, on the City's online bid management and publication system. Due to additional funds being available in the new fiscal year, a second solicitation was advertised on July 23, 2018. A summary of the bid invitations and bids received is as follows: Description June 12, 2018 July 23, 2018 Vendors notified 46 47 Vendors downloaded bid packet 10 8 Bids received 2 2 Bids from Sana Ana vendors 1 1 22C-1 Award Purchase Order for Mid -Size Crew Cab Trucks August 21, 2018 Page 2 The bids were opened on July 12, 2018 and July 30, 2018 and evaluated. The results are as follows: Vendor Location June 11, 2018 July 23, 2018 Buick/GMC Covina $34,597.32 $34,157.74 -Reynolds -Guaranty Chevrolet " Santa Ana $35,188.24 $34,551.00 • Pricing for this vendor includes 1 % local vendor preference The bids received from Reynolds Buick/GMC are responsive to the specifications and meet the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City's effort to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds are budgeted and available in FY 2018-19 Public Works Agency Water Department capital accounts: $102,913 for the purchase of two replacements and one new truck in the Water Administration and Engineering account (No. 06017645-66400); $34,158 for the purchase of one replacement truck in the Sanitary Sewer Service account (No. 05617640-66400); and $34,158 for the purchase of one replacement truck in the Water System Maintenance account (No. 0601 *41-66400). IM Fuad 41 Sweiss, PE, PLS Execulfve Director Public Wvorks Agency FSS/CL/sm/sp AS TO FUNDS AND ACCOUNTS: Sergio Vidal " Assistant Director * �-b Finance and Management Services Agency 22Ci-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: AWARD PURCHASE ORDER TO RT CONTRACTOR CORP. FOR A PORTLAND LOO RESTROOM AT BIRCH PARK (SPECIFICATION NO. 18-022) (STRATEGIC PLAN NO. 5,4) CIMMANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on is' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Cancel the one-time purchase order awarded to P&P Develop, Inc. May 1, 2018 for installation of a Portland Loo restroom. Vendor is closing its business. 2. Award a one-time purchase and payment of purchase order to RT Contractor Corp. for purchase and installation of a Portland Loo restroom in an amount not to exceed $190,000 plus a $10,000 contingency, for a total amount not to exceed $200,000, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On May 1, 2018, the City Council awarded a contract to P&P Development Inc. for a Portland Loo restroom at Birch Park. As the project was set to start, the vendor notified Parks and Recreation staff that it would be unable to fulfill the contract due to financial difficulties. Due to the urgency of this project, staff contacted the next lowest responsive bidder, RT Contractor Corp. After conducting a job walk, the vendor agreed to honor the original pricing offered in March 2018. The restroom will provide facilities to Birch Park patrons during the hours the park is open but the Santa Ana Senior Center is closed. The bid received from RT Contractor Corp. is responsive to the specifications and meets the City's requirements. To allow for unanticipated charges, a $10,000 contingency is included in the award amount. Maintenance of the restroom will be funded from the General Fund -Parks, Recreation and Community Services Agency -Park Maintenance account. STRATEGIC PLAN ALIGNMENT 22D-1 Award Purchase Order for Portland Loo Restroom at Birch Park August 21, 2018 Page 2 Approval of this item supports the City's efforts to meet Strategic Plan Goal # 5 — Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT Funds in the amount of $200,000 are available in FY 2018-19 as follows: Unit Park Improvements account (05113263-66220) Residential Development District 2 account (31213260-66220) Residential Development District 2 In Lieu account (31213261-66220) 11. InIbrit ExecutiveDire Zvark, Recreation and Agency sp Amount $141,891 $ 4,168 APPROVED AS TO FUNDS AND ACCOUNTS: Sergio Vidal Assistant Director Services Finance and Management Services Agency 22D-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: AWARD PURCHASE ORDER TO THEODORE ROBINS INC. FOR THREE FORD TRANSIT VANS (SPECIFICATION NO. 18-050) (STRATEGIC PLAN NO. 6,2) It �ZIIII LW? ' l RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2n" Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one-time purchase and payment of purchase order to Theodore Robins Inc., for the procurement of three Ford transit cargo vans in the amount of $143,055, plus a $6,000 contingency, for a total amount not to exceed $149,055, 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 vehicles, trucks, and maintenance equipment. The Public Works Agency is in need of two replacements and one new cargo van for the Water Production Division. These vans will be used by Water Instrument Technicians who perform preventive and corrective maintenance on water system monitoring and control devices, such as sensors, transmitters, and process control computers. The cargo vans include shelving and storage areas to properly and safely store all equipment used by the technicians. Two vans will replace older vehicles that were purchased in 2006 and have been proven to be unreliable and very expensive to repair. The new cargo van will be assigned to the Assistant Instrument Technician recently added to the Water Enterprise in the FY 18/19 Budget. The Notice Inviting Bids was advertised on June 6, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 41 Vendors notified 8 Vendors downloaded bid packet 3 Bids received 0 Bid received from Santa Ana vendors 22E-1 Award Purchase Order for Three Transit Vans August 21, 2018 Page 2 The bids were opened on July 10, 2018, and evaluated (Exhibit 1). The bid submitted from Theodore Robins Inc. is responsive to the specifications and meets the City requirements. To allow for unanticipated changes, such as lighting and/or interior storage, a $6,000 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 $149,055 are available for expenditure in the FY 2018-19 Water Utility Water Production and Supply account (No. 06017640-66400). AS TO FUNDS AND ACCOUNTS: f1) Fuad Sweiss, PE, PLS Sergio Vidal 11 # bo Executive Director Assistant Director Public Works Agency Finance and Management Services Agency FSS/FG/CL/sm/sp 22E-2 ABSTRACT OF BIDS THREE FORD TRANSIT VANS (18-050) Bidder Rush Truck Center Location Whittier Terms Net 30 Delivery 160 days Theodore Robins Inc. Costa Mesa Net 30 150-210 days Wondries Fleet Group Alhambra Net 30 150-170 days Total Price $55,605.62 $47,683.82 $55,098.09 EXHIBIT 1 22E-3 22E-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: AWARD PURCHASE ORDER TO HYPERTEC USA INC. FOR A THREE YEAR ARUBA CARE MAINTENANCE CONTRACT TO SUPPORT WIRELESS MAINTENANCE (SPECIFICATION NO. 18-062) (STRATEGIC PLAN NO. 6,1) i RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1slReading ❑ Ordinance on 2n°Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one-time purchase and payment of purchase order to Hypertec USA, Inc. for the purchase of a three year Aruba Care wireless maintenance contract expiring July 31, 2021, in the amount of $100,807, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City's existing integrated Aruba -HP wireless and wired infrastructure provides mobility for City staff and citizens to City owned public and private wireless access services. The locations served include City Hall and 27 remote City facilities including park and recreation centers, the libraries, Council Chambers, Police Department and community centers. To ensure maximum value, maintenance is bid out and purchased through Value Added Resellers (VARs). The request for three-year maintenance and support provides a multi -year discount and allows the necessary hardware, software, updates, and support required to continue; thus, ensuring the successful operation of the wireless infrastructure and making it flexible enough to support future needs as they arise. The notice inviting bids was advertised on July 16, 2018, on the City's online bid management publication system. A summary of the bids and offers received is as follows: 337 Vendors were notified 24 Vendors downloaded the bid packet 0 Bids received from a Santa Ana vendor 6 Bids received 22F-1 Contract Award for Aruba Care Wireless Maintenance Renewal August 21, 2018 Page 2 Bids were received and opened on July 30, 2018. The bid received from Hypertec USA, Inc. for a three-year contract pricing is responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of these item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets). FISCAL IMPACT Funds are available in the following account for the specified years: Account Unit FY 18/19 FY 19/20 FY 20/21 Information Technology Data Center Hardware $33,603 $33,603 $33,603 Maintenance & Support (no. 10920147-62307) APPRO D AS TO FUNDS AND ACCOUNTS W4 Jaciulla Sergio Vidal �p Chilf Technology Innovations Officer Assistant Director Information Technology Department Finance and Management Services Agency EG Exhibit: 1. Abstract of Bids 22F-2 ABSTRACT OF BIDS CONTRACT AWARD FOR ARUBA CARE WIRELESS MAINTENTANCE RENEWAL (18-062) Vendor Aruba Wireless Renewal Offer Iypertec USA Inc 1 Year $36,895.47 TI empe, AZ 3 Year $93.556.37 Kambrian Corp. 1 Year $37,987.55 West Covina, CA 3 Year $96,325.58 Golden Star Technology 1 Year $38,143.65 Cerritos, CA 3 Year $96,370.53 Charity IT 1 Year $37,500.00 Long Beach, CA 3 Year $97,200.00 OzNet Systems, Inc. 1 Year $36,369.94 Tempe, AZ 3 Year $109,109.82 Old American Inc. 1 Year $32,178.10 Newport Beach, CA 3 Year "No Bid EXHIBIT 1 22F-3 22F-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: AGREEMENTS FOR WEED, RUBBISH ABATEMENT AND BOARD -UP SERVICES WITH MARIPOSA LANDSCAPES, INC., REAL ESTATE CONSULTING & SERVICES, INC., AND SLS PROPERTY SOLUTIONS, INC. (STRATEGIC PLAN NO. 5,4) T MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on ls' 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 the attached agreements with Mariposa Landscapes, Inc., Real Estate Consulting & Services, Inc., and SLS Property Solutions, Inc., for weed, rubbish abatement and board -up services in an aggregate amount not to exceed $45,000 for a period of three years (effective August 21, 2018 to June 30, 2021), subject to non - substantive changes approved by the City Manager and City Attorney. Properties and buildings that are abandoned, extremely substandard or otherwise no longer maintained become a target for crime and vandalism, posing a threat to the health and safety of surrounding properties and the community at -large. These substandard and dangerous structures attract graffiti, overgrown vegetation, trash, transients, and abandoned swimming pools can become a breeding ground for insects as well as create a drowning risk. Code Enforcement inspectors are tasked with the investigation of these hazardous or nuisance conditions which include: unsecured structures, vacant properties, open structures, unfenced parcels, overgrown vegetation, trash and debris on property, swimming pools without adequate protective fencing, or other hazardous conditions as defined by the California Health and Safety Code (Section 17920.3) which create imminent danger, extreme blighted conditions, or present a threat to life, health, property, or safety of the public. In addition to the California Health and Safety Code, the Santa Ana Municipal Code (SAMC) states that all buildings or portions thereof which are determined after inspection to be dangerous as defined in the Uniform Code for the Abatement of Dangerous Buildings are declared to be public nuisances and shall be abated by repair, rehabilitation, demolition, or removal. As a result, when an inspection reveals a hazardous condition, the inspector issues the property owner a Notice and Order to correct the conditions within a timely time period. In cases where the owner 25A-1 Agreements for Weed, Rubbish Abatement, and Board Up Services August 21, 2018 Page 2 does not remedy the hazardous conditions within the timeframe identified on the Notice and Order, the City may hire a contractor to conduct weed and sanitation clean-ups and secure the building and property. The owner is then billed for all costs associated with the abatement as well as administrative fees authorized pursuant to Santa Ana Municipal Code Chapter 17. If the City is not reimbursed by the property owner in a timely manner, the costs are referred to the Orange County Tax Assessor to be recorded as a lien on the property. In addition, criminal action by the City Attorney's Office may be initiated against the property owner. In the current Fiscal Year 2017/2018, Code Enforcement issued 84 Notice and Orders, of which 16 have required the City to utilize a contractor to secure the property/building as the owner failed to remedy the dangerous or abandoned condition. In addition to board -up services, weed and rubbish services are being requested under Code Enforcement Authority Santa Ana Municipal Code Section 16 and Health and Safety Code 17920.3. Employing third party contractors to abate overgrown vegetation, trash and debris and illegal dumped items at blighted dangerous properties, will increase efficiency and effectiveness of the division enforcement ability providing a comprehensive, all-inclusive abatement process in the Code Enforcement Division. Request for Proposal (RFP) Process After a review of the current board -up services program, it was determined that to improve flexibility and board -up response times, specifically related to after -hour and weekend requests, Code Enforcement is proposing to enter into agreements with a bench list of vendors who can provide the required services. By utilizing multiple vendors, Code Enforcement can ensure that buildings/ properties are secured quickly and efficiently. On July 11, 2018, the City issued an RFP for Board -up Services. Four proposals were received and reviewed by Code Enforcement staff, and scored as follows: Proposer Average Score SLS Property Solutions, Inc. 93.44 Mariposa Landscapes, Inc. 86.67 Real Estate Consulting & Services, Inc. 83.33 Park Construction Solutions 67.00 Based on these scores, the recommended vendors to provide board up services are: Mariposa Landscape, Inc. (86.67%), Real Estate Consulting Services, Inc. (83.33%), and SLS Property Solutions, Inc. (93.44%). Each of these vendors demonstrated in their RFP's that they are qualified and capable of providing the needed services. 25A-2 Agreements for Weed, Rubbish Abatement, and Board Up Services August 21, 2018 Page 3 Local Preference Ordinance In a continued effort to support and promote local businesses, the RFP included standard language specifying that Santa Ana and/or Orange County -based businesses will receive additional preference for being local. This program was created to give qualifying Santa Ana and Orange County businesses a competitive advantage in winning City contracts, as well as promote increased economic activity in the community as City funds spent on contracts recirculates in the local and regional economies. All of the recommended contractors for board - up services are either Santa Ana or Orange County based businesses. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Sustainability and Engagement, Objective #4 (Support Neighborhood Vitality and Livability). FISCAL IMPACT Funds will be budgeted in the following account for the specified subsequent years: Accou ing Unit I FY 2018-19 FY 2019-20 FY 2020-21 Special Repair and Demolition Fund No. 12116540-62300 $15,000 $15,000 $15,000 Section 17-107 of the SAMC states property owners are responsible for reimbursement to the City for all abatement costs and administrative fees. Upon receipt of reimbursements, funds will be deposited in the Special Repair and Demolition Fund (no. 12116002-53507). Furthermore, if the City is not reimbursed by the property owner in a timely manner after abatement services are provided, the total amount of associated costs will be referred to the Orange County Tax Assessor for recording as a lien on the property. Minh Thai Executive Director Planning and Building Agency APPROVED AS TO FUNDS AND ACCOUNTS: Sergio Vidal Assistant Director Finance and Management Services Agency SV:rb S:RFCA\08-21-18\Weed Rubbish Abatement & Board Up Svs RFCA 08-21-18 Exhibit: 1. Mariposa Landscapes, Inc. Agreement 2. Real Estate Consulting & Services, Inc. Agreement 3. SLS Property Solutions, Inc. Agreement 25A-3 25A-4 AGREEMENT TO PROVIDE ON -CALL WEED REMOVAL, RUBBISH ABATEMENT AND BOARD -UP SERVICES WITH MARIPOSA LANDSCAPES, INC. THIS AGREEMENT is made and entered into this 21st day of August, 2018, by and between Mariposa Landscapes, Inc., a California corporation ("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 July 11, 2018, the City issued Request for Proposal No. 18-060, by which it sought contractors to provide weed removal, rubbish abatement and board -up services. B. Contractor submitted a responsive proposal on August 1, 2018, that was among those 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 No. 18-060 and attached as Exhibit A. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as -needed basis, and at the sole discretion of City, Contractor shall perform the services that are described in Exhibit A. Additionally, Contractor's proposal, attached herewith as Exhibit B, is incorporated by reference as though fully set forth herein. When the need for services arises, the Executive Director of Planning and Building, or his designee, may initiate services through use of a task or similar written order issued to Contractor. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Contractor is one of three contractors selected to provide the services provided herein on an as needed basis under RFP No. 18-060. The total compensation for Contractor, as one of the selected contractors for services provided under RFP No. 18-060, shall not exceed an aggregate amount of $45,000 during the Term of this Agreement. EXHIBIT 1 Page 1 of 8 25A-5 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. 3. TERM This Agreement shall commence on the date first written above and continue until June 30, 2021, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractor s to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor s prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, Page 2 of 8 25A-6 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, 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, 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: 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. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. Page 3 of 8 25A-7 V. Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's 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. 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, 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 Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. 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 Page 4 of 8 25A-8 (3) years from the date of final payment to Contractor under this Agreement. 9. 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. 10. CONFLICT OF INTEREST CLAUSE Contractor 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. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Planning & Building Services Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647-5897 Page 5 of 8 25A-9 To Consultant: Mariposa Landscapes, Inc. 6232 Santos Diaz St. Irwindale, CA 91702 Fax: 626-960-8477 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor 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 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 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. 13. 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. 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 6 of 8 25A-10 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NON-DISCRIMINATION Contractor 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. Contractor affums that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES 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. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of Page 7 of 8 25A-11 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. Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL MINH THAI Executive Director, Planning & Building Services Agency CITY OF SANTA ANA RAUL GODINEZ Il City Manager MARIPOSA LANDSCAPES, INC. Terry Noriega President Page 8 of 8 25A-12 Appendix -VII ATTACHMENT 1 SCOPE OF WORK Board UP Procedures: The USFA National Arson Prevention Initiative Board Up Procedures is incorporated herein by reference and are hereby accepted as Reference Specifications. These Reference Specifications are intended to govern certain construction materials, methods, and details with some additional modification herein. Materials List and Specifications SECURITY MEASURES 1. All openings in the basement, crawl spaces, garages, first floor doors and windows, and any point of entry accessible from a porch, fire escape or other potential climbing point shall be barricaded with plywood, 2x4 braces, carriage bolt sets, specialized head/drive screws, and nails, unless stated otherwise. NOTE: General contractor screws, particleboard, wafer board, Masonite, or other similar material shall NOT be used for purposes of boarding -up a building. 2. Garage Doors and Openings at least 10' from ground level which are not accessible from a porch, fire escape, roof, or other climbing point can be secured with nails every 12" around the perimeter. For all openings, the plywood should be fitted so that it rests snugly against the exterior frame, butting up to the siding on wood frame buildings and up to the brick molding edge on brick buildings. It may be necessary to remove the staff bead so this fit can be flush and tight. 3. The structure shall be posted with a NO TRESPASSING sign at the completion of the board -up. 4. Commercial property with full windows or glass facades shall be blacked out and adhesive shall be used to attach the plywood to the glass from the interior to prevent shattering. Plywood shall be secured to the window/glass framing. 5. ONLY Interior Boarding shall require blackout of windows and be secured with plywood and 2x4 braces fasten to the wall with deck nails and specialized star -drive head screws. MATERIALS 1. Plywood, 1/2" (4 ply) exterior grade CDX 2. Braces - 2" by 4" by 8' (or longer) construction grade lumber 3. 3/8" (coarse thread) by 12" (or longer) carriage bolts (rounded head on weather side) City of Santa Ana RFP 18-060 2&A113 4. 3/8" (coarse thread) construction grade nuts 5. 1/2" (USS Standard) Flat washers with an inside diameter large enough to bypass the wrench neck inside the carriage bolt head so no lift edge is available beneath an installed carriage bolt head. 6. 3/8" (USS Standard) diameter flat washers for installation beneath the nut inside the building 7. Combination of 2"-3" deck nails and 2"-3" Star -drive screws; T-20, T-25, etc. BARRIER ASSEMBLY 1. Plywood shall be cut to fit over the window and door openings, flush with outside of the molding/trimmer stud. Application of barriers shall be completed so that all lift or pry points are avoided. Plywood board shall be solid sheets without seams orjoints. 2. The 2x4 braces shall be cut to fit the horizontal dimension of the plywood. Two exterior and two interior 2x4 braces shall be provided for each window and three sets for each door. 3. Window Assembly — Braces are located horizontally approximately 1/3 of the distance from the top and the bottom of the window. Bolt holes are located 1/3 of the length of the brace from the outside edge of the window jams. Prior to installation, the assembly should be pre -assembled and 3/8" holes drilled through all of the components. 4. Door Assembly — Door braces will be placed horizontally; one in the center of the doorway and one 1/2 the distance from the center to the top and one 1/2 distance from the center to the bottom of the doorway. Bolt holes are located 1/3 of the length of the brace from the outside edge of the doorframe. Prior to installation, the assembly should be pre -assembled and 3/8" holes drilled through all of the components. 5. Plywood used to cover exterior openings shall be nailed every 12" along the perimeter of the frame of the window, door, or opening. 6. The 2x4 braces on the interior and exterior of the assemblies shall be secured using 3/8" by 12" carriage bolt assemblies. Bolts shall be inserted through the predrilled holes from the exterior with a 1/2" washer place against the exterior brace, a 3/8" washer is placed against the interior brace. The bolt is tightened from the inside so that it slightly compresses the interior brace. The 2x4 Bottom Brace shall be cut to width of door trim and drilled to the floor to prevent opening. 7. Garage Door — the opening shall be covered with plywood and secured with a minimum of 3- inch-long deck or wood screws installed on 6-inch centers around the circumference of the opening. An interior or exterior 2x4 Bottom Brace is required to prevent it from opening and drilled to the floor with masonry screws (or as appropriate). NOTE: These specifications are subject to change upon case -by -case scenario. Any changes or recommendations shall be discussed during the walk-through of the property prior to a proposal, quote and or notice to proceed. City of Santa Ana RFP 18-060 M-114 WINDOW BOARDING SPECIFICATION 1 1 1 A ie - - - - - - - - - - . . 1 1 1 1 I 1 1 I 1 1 1 9 I 1 1 1 1 1 1 1 1 1 1 1 1 1 t 1 1 I 1 1 1 1 ',. - - e - - - e - - - . . I � r I7 A I 1 1 i ------------------------------- WINDOW - OUTSIDE VIEW NOTES: 1/2"CDX PLYWOOD J CUT TO TO COVER WINDOW OPENING SECURE TO STRUCTURE WITH 1.5/8-(60) GALVANIZED NAILS 2 X 4 BRACE CUT TO OUTSIDE DIMENSION OF WINDOW TRIM 2 X 4 BRACE CUT TO SIZE OF PLYWOOD 3/8" CARRIAGE BOLT 12" LONGICOURSE THREAD NUT TO MATCH, WASHERS INSTALLED ON BOTH SIDES ROUNDED HEAD OF BOLT ON OUTSIDE 1. FOR DOUBLE HUNG WINDOWS, SLIDE SASH TO CENTER OF UNIT AND PASS BOLTS THROUGH OPENINGS AT TOP AND BOTTOM. 2. STORM WINDOWS SHOULD BE REMOVED AND STORED INSIDE STRUCTURE. 3. OUTSIDE TRIM MAY HAVE TO BE REMOVED TO ACCOMMODATE A FLUSH AND TIGHT FIT. 4. TIGHTEN NUTS FROM INSIDE ENOUGH TO SLIGHTLY COMPRESS 2X4 BRACE. 5. BRACE LOCATIONS: A = 1/3 B (SEE DIMENSION LOCATIONS ON DRAWING) NOTE: WINDOWS 3 FEET IN HEIGHT OR SHORTER ONLY REQUIRE ONE BRACE. 6. LOCATION OF BOLT HOLES: C = 1/3D (SEE DIMENSION LOCATIONS ON DRAWING) 7. THE PLYWOOD BOARD SHOULD BE SECURED WITH SCREWS EVERY 12" ALONG THE PERIMETER OF THE FRAME OF THE WINDOW, DOOR, OR OPENING, AND WITH DECK NAILS AT EVERY 6" MARK WHERE SCREW IS NOT PLACED. DOOR BOARDING SPECIFICATIONS City of Santa Ana RFP 18-060 2S#►1--15 Vr MXKW=D CUT TO FIT ACAVIST DOOR BMi)MOLDING OR OUTSIDE OF DOOR FRAME ---------------------- 1 I I 1 • TOF • I 1 1 1 1 1 1 1 1 1 CENTER / 1 1 1 1 1 1 I 1 ; • BOTTOM R 1 �------------ _I DOOR -OUTSIDE VIEW NOTES: CUi T TT OSIZE ZEO OF RLr.•.rooD CUT TO LOVER DOOR FRAti AND MoIDVIG F----------------------- ! 1 i i 1 1 1 1 1 I 1 I 1 ® ® 1 1 1 1 1 1 1 1 i MDP/IX«.�RpyLL \_1B' IAGE BOLT - 1 VmN Ur WASHER DOOR -INSIDE VIEW RVJOo NECES ELWVNATE Ir LONOS CARRIAGE BOI WITH Iir MJASNl ON BDTN SIDE 1. IRON DOORS OR FRAMES MAY BE REMOVED AND STORED INSIDE BUILDING IF NECESSARY. 2. USE 3/8" X 12" CARRIAGE BOLTS - ROUNDED HEAD ON OUTSIDE OF BUILDING. LONGER BOLTS MAY BE NECESSARY. 3. TIGHTEN NUTS FROM INSIDE ENOUGH TO SLIGHTLY COMPRESS 2X4 BRACE. 4. IF PLYWOOD CAN NOT BE BUTTED AGAINST BAND MOLDING, CUT TO COVER OUTSIDE EDGE OF DOOR FRAME. 5. BOLT HOLES ARE LOCATED AS THEY ARE FOR WINDOWS (SEE WINDOW DETAIL) 6. CENTER BRACE LOCATED IN CENTER OF DOORWAY OPENING. TOP AND BOTTOM BRACES ARE POSITIONED WHERE A = 1/213 (SEE DIMENSION LOCATIONS ON DRAWING) 7. USE 2X4 BOTTOM BRACE - CUT TO WIDTH OF DOOR TRIM. DRILL TO THE FLOOR TO PREVENT OPENING. INTERIOR AND EXTERIOR BOTTOM BRACES WITH MASONRY SCREWS ARE MANDATORY WHEN BOARDING GARAGE DOORS. BRACE AND CARRIAGE BOLT SPECIFICATION City of Santa Ana RFP 18-060 2&A116 M' USS STANDARD FLAT WASHER YB' -71 CONSTRUCDON GRADE NUT COMSETHREAD NOTES: L_J I t CDX PLMOOD kY: E L, v V? �f V: tt fi'' I GS'X IT CARRIAGE SOLT COU0.SETHREAO ROUNDEDHEAD 12' USS STANDARD FLAT YlASHER ///� ROUNDED HEAD OF 1B CARRIAGE BOLT ON Y+EAMER SIDE OF OPENING D/8' HOLE IN BRACE AND PLYWOOD- PRE -DRILLED DURING FABRICATION 1. USE 2" BY 4" BY 81 (OR LONGER) CONSTRUCTION GRADE LUMBER FOR BRACES. 2. USE 3/8" X 12" CARRIAGE BOLTS - ROUNDED HEAD ON OUTSIDE OF BUILDING 3. TIGHTEN NUTS FROM INSIDE ENOUGH TO SLIGHTLY COMPRESS WASHER INTO 2X4 BRACE. 4. USE 1/2" WASHER ON WEATHER SIDE TO ACCOMMODATE THE WRENCH NECK OF BOLT AND ELIMINATE PRY POINTS. City of Santa Ana RFP 18-060 2&AA117 WINDOW ASSEMBLY MATERIALS REQUIRED PER WINDOW 1 - 1/2" CDX PLYWOOD SHEET -CUT TO DIMENSIONS OF WINDOW FRAME (WEATHER SIDE 4 - 2X4 BRACES - CUT TO WIDTH OF PLYWOOD 4 - CARRIAGE BOLT ASSEMBLIES NUMBER OF WINDOWS TO BE SECURED (Nw): NUMBER OF WINDOWS BRACES REQUIRED: (Nw X 4) CARRIAGE BOLT ASSEMBLIES REQUIRED (Bw): (Nw X 4) DOOR ASSEMBLY MATERIALS REQUIRED PER DOOR 1 - 1/2" CDX PLYWOOD SHEET - CUT TO DIMENSIONS OF DOOR FRAME (WEATHER SIDE) 1 - 1/2" CDX PLYWOOD SHEET - CUT TO OUTSIDE DIMENSIONS OF DOOR FRAME TRIM (INSIDE) 6 - 2X4 BRACES - 3 CUT TO WIDTH OF OUTSIDE PLYWOOD 3 CUT TO WIDTH OF INSIDE PLYWOOD 1 - 2X4 BOTTOM BRACE - CUT TO WIDTH OF DOOR TRIM DRILLED TO FLOOR (INSIDE) 6 - CARRIAGE BOLT ASSEMBLIES NUMBER OF DOORS TO BE SECURED (ND): NUMBER OF DOOR BRACES REQUIRED: (ND X 6) NUMBER OF BOTTOM BRACES REQUIRED: (ND) CARRIAGE BOLT ASSEMBLIES REQUIRED (BD): (ND X 6) CARRIAGE BOLT ASSEMBLY MATERIALS REQUIRED PER CARRIAGE BOLT ASSEMBLY 1 - 3/8" X 12' (OR LONGER IF NECESSARY) CARRIAGE BOLT - COURSE THREAD 1 - 1/2" USS STANDARD FLAT WASHER (WEATHER SIDE) 1 - 3/8" USS STANDARD FLAT WASHER (INSIDE) I - 3/8" CONSTRUCTION GRADE NUT - COURSE THREAD (Bw + BD) TOTAL CARRIAGE BOLT ASSEMBLIES REQUIRED FOR WINDOWS AND DOORS: City of Santa Ana RFP 18-060 2St''sA118 Exhibit B 4. Fee Structure , Sa 1. Board -up cost of 1st standard window $ 213.70/ ea a. Additional window thereafter (same location)------------------------- $ 110.25/ea 2. Board up cost of 1st single door opening --------------------------------------------- $ 270.39/ea a. Additional door thereafter (same location)------------------------------ $ 160.40/ea 3. Board of cost of a garage (standard 2 vehicle garage)------------------------ $ 445.32/ea 4. Bolt, screw door, garages and windows (no additional wood) ------------ $ 130.72/ ea 5. Chain and lock fee $ 9.00/ Ft 6. Weed abatement service----------------------------------------------------------------------- $ 0.024/ SgFt 7. Weed abatement service $ 52.50/ Man Hr 8. Debris removal service $ 200.00/ Ton ------------------------------------------------------------------------- 9. Travel Charge---------------------------------------------------------------------------------------- $ 45.00/ Hr 10. After Hour Charge ................... -------------------------- -----.............................. $ 58.00/ Hr <S9 CA CONTRACrOR'S LIC # 592268 A, C-27, D-49 6232 Santos Diaz St., Irwindale, CA 91702 - nt 800.794.9458 -,m 626.960.8477 www.mariposa<axorn of�,Q WINDOW ASSEMBLY MATERIALS REQUIRED PER WINDOW 1 - 1/2" CDX PLYWOOD SHEET -CUT TO DIMENSIONS OF WINDOW FRAME (WEATHER SIDE 4 - 2X4 BRACES - CUT TO WIDTH OF PLYWOOD 4 - CARRIAGE BOLT ASSEMBLIES NUMBER OF WINDOWS TO BE SECURED (Nw): NUMBER OF WINDOWS BRACES REQUIRED: (Nw X 4) 32 CARRIAGE BOLT ASSEMBLIES REQUIRED (Bw): (Nw X 4) 32 sets DOOR ASSEMBLY MATERIALS REQUIRED PER DOOR 1 - 1/2" CDX PLYWOOD SHEET - CUT TO DIMENSIONS OF DOOR FRAME (WEATHER SIDE) 1 - 1/2" CDX PLYWOOD SHEET - CUT TO OUTSIDE DIMENSIONS OF DOOR FRAME TRIM (INSIDE) 6 - 2X4 BRACES - 3 CUT TO WIDTH OF OUTSIDE PLYWOOD 3 CUT TO WIDTH OF INSIDE PLYWOOD 1 - 2X4 BOTTOM BRACE - CUT TO WIDTH OF DOOR TRIM DRILLED TO FLOOR (INSIDE) 6 - CARRIAGE BOLT ASSEMBLIES NUMBER OF DOORS TO BE SECURED (ND): NUMBER OF DOOR BRACES REQUIRED: (No X 6) 12 NUMBER OF BOTTOM BRACES REQUIRED: (ND) CARRIAGE BOLT ASSEMBLIES REQUIRED (BD): (ND X 6) 12 sets CARRIAGE BOLT ASSEMBLY MATERIALS REQUIRED PER CARRIAGE BOLT ASSEMBLY 1 - 3/8" X IT (OR LONGER IF NECESSARY) CARRIAGE BOLT - COURSE THREAD 1 - 1/2" USS STANDARD FLAT WASHER (WEATHER SIDE) 1 - 3/8" USS STANDARD FLAT WASHER (INSIDE) 1 - 3/8" CONSTRUCTION GRADE NUT - COURSE THREAD TOTAL CARRIAGE BOLT ASSEMBLIES REQUIRED FOR WINDOWS AND DOORS: (Bw + BD) 44 sets City of Santa Ana RFP 18-060 251.0c'20 AGREEMENT TO PROVIDE ON -CALL WEED REMOVAL, RUBBISH ABATEMENT AND BOARD -UP SERVICES WITH REAL ESTATE CONSULTING & SERVICES, INC. THIS AGREEMENT is made and entered into this 21 st day of August, 2018, by and between Real Estate Consulting & Services, hie., a California corporation ("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 July 11, 2018, the City issued Request for Proposal No. 18-060, by which it sought contractors to provide weed removal, rubbish abatement and board -up services. B. Contractor submitted a responsive proposal on August 1, 2018, that was among those 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 No. 18-060 and attached as Exhibit A. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as -needed basis, and at the sole discretion of City, Contractor shall perform the services that are described in Exhibit A. Additionally, Contractor's proposal, attached herewith as Exhibit B, is incorporated by reference as though fully set forth herein. When the need for services arises, the Executive Director of Planning and Building, or his designee, may initiate services through use of a task or similar written order issued to Contractor. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Contractor is one of three contractors selected to provide the services provided herein on an as needed basis under RFP No. 18-060. The total compensation for Contractor, as one of the selected contractors for services provided under RFP No. 18-060, shall not exceed an aggregate amount of $45,000 during the Term of this Agreement. 1=r4CI1__HdK Pagel of 8 25A-21 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. 3. TERM This Agreement shall commence on the date first written above and continue until June 30, 2021, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractor s to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor s prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Page 2 of 8 25A-22 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, 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, 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: 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 firmished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. Page 3 of 8 25A-23 V. Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Contractor s, 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, 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 Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. 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 Page 4 of 8 25A-24 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. 9. 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. 10. CONFLICT OF INTEREST CLAUSE Contractor 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. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Planning & Building Services Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647-5897 Page 5 of 8 25A-25 To Consultant: Real Estate Consulting & Services, Inc. Attn: Jeffery Cross 18345 Pasadena St. Lake Elsinore, CA 92530 Fax:714-558-0404 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor 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 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 are not embodied herein. 13. 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. 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 6 of 8 25A-26 15. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NON-DISCRINIINATION Contractor 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. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NIISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of Page 7 of 8 25A-27 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: Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL MINH THAI Executive Director, Planning & Building Services Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager REAL ESTATE CONSULTING & SERVICES, INC. Jeffery Cross President Page 8 of 8 25A-28 aExhibit A Appendix -VII ATTACHMENT 1 SCOPE OF WORK Board Up Procedures: The USFA National Arson Prevention Initiative Board Up Procedures is incorporated herein by reference and are hereby accepted as Reference Specifications. These Reference Specifications are intended to govern certain construction materials, methods, and details with some additional modification herein. Materials List and Specifications SECURITY MEASURES 1. All openings in the basement, crawl spaces, garages, first floor doors and windows, and any point of entry accessible from a porch, fire escape or other potential climbing point shall be barricaded with plywood, 2x4 braces, carriage bolt sets, specialized head/drive screws, and nails, unless stated otherwise. NOTE: General contractor screws, particleboard, wafer board, Masonite, or other similar material shall NOT be used for purposes of boarding -up a building. 2. Garage Doors and Openings at least 10' from ground level which are not accessible from a porch, fire escape, roof, or other climbing point can be secured with nails every 12" around the perimeter. For all openings, the plywood should be fitted so that it rests snugly against the exterior frame, butting up to the siding on wood frame buildings and up to the brick molding edge on brick buildings. It may be necessary to remove the staff bead so this fit can be flush and tight. 3. The structure shall be posted with a NO TRESPASSING sign at the completion of the board -up. 4. Commercial property with full windows or glass facades shall be blacked out and adhesive shall be used to attach the plywood to the glass from the interior to prevent shattering. Plywood shall be secured to the window/glass framing. 5. ONLY Interior Boarding shall require blackout of windows and be secured with plywood and 2x4 braces fasten to the wall with deck nails and specialized star -drive head screws. MATERIALS 1. Plywood, 1/2" (4 ply) exterior grade CDX 2. Braces - 2" by 4" by 8' (or longer) construction grade lumber 3. 3/8" (coarse thread) by 12" (or longer) carriage bolts (rounded head on weather side) City of Santa Ana RFP 18-060 25fA%129 4. 3/8" (coarse thread) construction grade nuts 5. 1/2" (USS Standard) Flat washers with an inside diameter large enough to bypass the wrench neck inside the carriage bolt head so no lift edge is available beneath an installed carriage bolt head. 6. 3/8" (USS Standard) diameter flat washers for installation beneath the nut inside the building 7. Combination of 2"-3" deck nails and 2"-3" Star -drive screws; T-20, T-25, etc. BARRIER ASSEMBLY 1. Plywood shall be cut to fit over the window and door openings, flush with outside of the molding/trimmer stud. Application of barriers shall be completed so that all lift or pry points are avoided. Plywood board shall be solid sheets without seams or joints. 2. The 2x4 braces shall be cut to fit the horizontal dimension of the plywood. Two exterior and two interior 2x4 braces shall be provided for each window and three sets for each door. 3. Window Assembly — Braces are located horizontally approximately 1/3 of the distance from the top and the bottom of the window. Bolt holes are located 1/3 of the length of the brace from the outside edge of the window jams. Prior to installation, the assembly should be pre -assembled and 3/8" holes drilled through all of the components. 4. Door Assembly — Door braces will be placed horizontally; one in the center of the doorway and one 1/2 the distance from the center to the top and one 1/2 distance from the center to the bottom of the doorway. Bolt holes are located 1/3 of the length of the brace from the outside edge of the doorframe. Prior to installation, the assembly should be pre -assembled and 3/8" holes drilled through all of the components. 5. Plywood used to cover exterior openings shall be nailed every 12" along the perimeter of the frame of the window, door, or opening. 6. The 2x4 braces on the interior and exterior of the assemblies shall be secured using 3/8" by 12" carriage bolt assemblies. Bolts shall be inserted through the predrilled holes from the exterior with a 1/2" washer place against the exterior brace, a 3/8" washer is placed against the interior brace. The bolt is tightened from the inside so that it slightly compresses the interior brace. The 2x4 Bottom Brace shall be cut to width of door trim and drilled to the floor to prevent opening. 7. Garage Door — the opening shall be covered with plywood and secured with a minimum of 3- inch-long deck or wood screws installed on 6-inch centers around the circumference of the opening. An interior or exterior 2x4 Bottom Brace is required to prevent it from opening and drilled to the floor with masonry screws (or as appropriate). NOTE: These specifications are subject to change upon case -by -case scenario. Any changes or recommendations shall be discussed during the walk-through of the property prior to a proposal, quote and or notice to proceed. City of Santa Ana RFP 18-060 2SSN130 WINDOW BOARDING SPECIFICATION r----------------------------- I t 1 A C I : 6 . . . . . . . . . . . . . ; 1 I 1 1 1 1 1 1 1 I 1 1 1 1 1 I 1 1 1 1 1 1 I 1 I 1 I 1 1 1 1 A I I 1 ----------------------------- WINDOW - OUTSIDE VIEW NOTES: V2" CDX PLYWOOD CUT TO TO COVER WINDOW OPENING 1 SECURE TO STRUCTURE WITH 1-5/8" (60) GALVANIZED NAILS 2 X 4 BRACE CUT TO OUTSIDE DIMENSION OF WINDOW TRIM 2 X 4 BRACE CUT TO SIZE OF PLYWOOD 316" CARRIAGE BOLT 12' LONG/COURSE THREAD NUT TO MATCH, WASHERS INSTALLED ON BOTH SIDES ROUNDED HEAD OF BOLT ON OUTSIDE 1. FOR DOUBLE HUNG WINDOWS, SLIDE SASH TO CENTER OF UNIT AND PASS BOLTS THROUGH OPENINGS AT TOP AND BOTTOM. 2. STORM WINDOWS SHOULD BE REMOVED AND STORED INSIDE STRUCTURE. 3. OUTSIDE TRIM MAY HAVE TO BE REMOVED TO ACCOMMODATE A FLUSH AND TIGHT FIT. 4. TIGHTEN NUTS FROM INSIDE ENOUGH TO SLIGHTLY COMPRESS 2X4 BRACE. 5. BRACE LOCATIONS: A = 1/3 B (SEE DIMENSION LOCATIONS ON DRAWING) NOTE: WINDOWS 3 FEET IN HEIGHT OR SHORTER ONLY REQUIRE ONE BRACE. 6. LOCATION OF BOLT HOLES: C = 1/3D (SEE DIMENSION LOCATIONS ON DRAWING) 7. THE PLYWOOD BOARD SHOULD BE SECURED WITH SCREWS EVERY 12" ALONG THE PERIMETER OF THE FRAME OF THE WINDOW, DOOR, OR OPENING, AND WITH DECK NAILS AT EVERY 6" MARK WHERE SCREW IS NOT PLACED. DOOR BOARDING SPECIFICATIONS City of Santa Ana RFP 18-060 2SA-31 I? CDX RnWOOD CUT TO FIT AGAWST DOOR BANDIAOLDING OR OUTSIDE OF DOOR FRAMIE DOOR - OUTSIDE VIEW NOTES: t XA BRACES CUTTO SIZE OF RYVlOOD I CUTT TO C0OVER CO0 n D OD OpOR iRPlAEANp l.!OLDWG 1_______________________ 1 1 I I 1 1 I 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 I 1 1 1 1 1 1 1 / 1 1 1 I 1 / e�rtmmu¢-wlvlu \_SS IACEBOLT — I 1 MIT 1r WASHER DOOR - INSIDE VIEW Henvv. NECES ELIMINATE Ir LONGW CARRWGE BM WHTH Hr WASNE ON BOTH SIDE' 1. IRON DOORS OR FRAMES MAY BE REMOVED AND STORED INSIDE BUILDING IF NECESSARY. 2. USE 3/8" X 12" CARRIAGE BOLTS - ROUNDED HEAD ON OUTSIDE OF BUILDING. LONGER BOLTS MAY BE NECESSARY. 3. TIGHTEN NUTS FROM INSIDE ENOUGH TO SLIGHTLY COMPRESS 2X4 BRACE. 4. IF PLYWOOD CAN NOT BE BUTTED AGAINST BAND MOLDING, CUT TO COVER OUTSIDE EDGE OF DOOR FRAME. 5. BOLT HOLES ARE LOCATED AS THEY ARE FOR WINDOWS (SEE WINDOW DETAIL) 6. CENTER BRACE LOCATED IN CENTER OF DOORWAY OPENING. TOP AND BOTTOM BRACES ARE POSITIONED WHERE A = 1/2B (SEE DIMENSION LOCATIONS ON DRAWING) 7. USE 2X4 BOTTOM BRACE - CUT TO WIDTH OF DOOR TRIM. DRILL TO THE FLOOR TO PREVENT OPENING. INTERIOR AND EXTERIOR BOTTOM BRACES WITH MASONRY SCREWS ARE MANDATORY WHEN BOARDING GARAGE DOORS. BRACE AND CARRIAGE BOLT SPECIFICATION City of Santa Ana RFP 18-060 2'32 39' USS STANDARD FLAT WASHER CONSTRUCTION GRADE NUT COURSETHREAD NOTES: I I1 CD%PLWIODD —\ Qf. C BRACES � HR}p'CE, mkx icy A '' SG' % Ir CARRIAGE BOLT COURSE THREAD ROUNDEDHEAD 12'USS STANDARD FLAT WASHER ROUNDED HEAD OF 7f8 CARRIAGE BOLT ON WEATHER SIDE OF OPENING 1 HOLE IN GRACE AND PLWMOO— PRE-DRILLEO DURING FABRICATION 1. USE 2" BY 4" BY 8' (OR LONGER) CONSTRUCTION GRADE LUMBER FOR BRACES. 2. USE 3/8" X 12" CARRIAGE BOLTS - ROUNDED HEAD ON OUTSIDE OF BUILDING 3. TIGHTEN NUTS FROM INSIDE ENOUGH TO SLIGHTLY COMPRESS WASHER INTO 2X4 BRACE. 4. USE 1/2" WASHER ON WEATHER SIDE TO ACCOMMODATE THE WRENCH NECK OF BOLT AND ELIMINATE PRY POINTS. City of Santa Ana RFP 18-060 2RpsA123 WINDOW ASSEMBLY MATERIALS REQUIRED PER WINDOW 1 - 1/2" CDX PLYWOOD SHEET -CUT TO DIMENSIONS OF WINDOW FRAME (WEATHER SIDE 4 - 2X4 BRACES - CUT TO WIDTH OF PLYWOOD 4 - CARRIAGE BOLT ASSEMBLIES NUMBER OF WINDOWS TO BE SECURED (Nw): NUMBER OF WINDOWS BRACES REQUIRED: (Nw X 4) CARRIAGE BOLT ASSEMBLIES REQUIRED (Bw): (Nw X 4) DOOR ASSEMBLY MATERIALS REQUIRED PER DOOR 1 - 1/2" CDX PLYWOOD SHEET - CUT TO DIMENSIONS OF DOOR FRAME (WEATHER SIDE) 1 - 1/2" CDX PLYWOOD SHEET - CUT TO OUTSIDE DIMENSIONS OF DOOR FRAME TRIM (INSIDE) 6 - 2X4 BRACES - 3 CUT TO WIDTH OF OUTSIDE PLYWOOD - 3 CUT TO WIDTH OF INSIDE PLYWOOD 1 - 2X4 BOTTOM BRACE - CUT TO WIDTH OF DOOR TRIM DRILLED TO FLOOR (INSIDE) 6 - CARRIAGE BOLT ASSEMBLIES NUMBER OF DOORS TO BE SECURED (ND): NUMBER OF DOOR BRACES REQUIRED: (ND X 6) NUMBER OF BOTTOM BRACES REQUIRED: (ND) CARRIAGE BOLT ASSEMBLIES REQUIRED (BD): (ND X 6) CARRIAGE BOLT ASSEMBLY MATERIALS REQUIRED PER CARRIAGE BOLT ASSEMBLY 1 - 3/8" X 12' (OR LONGER IF NECESSARY) CARRIAGE BOLT - COURSE THREAD 1 - 1/2" USS STANDARD FLAT WASHER (WEATHER SIDE) 1 - 3/8" USS STANDARD FLAT WASHER (INSIDE) 1 - 3/8" CONSTRUCTION GRADE NUT - COURSE THREAD (Bw + BD) TOTAL CARRIAGE BOLT ASSEMBLIES REQUIRED FOR WINDOWS AND DOORS: City of Santa Ana RFP 18-060 2%A-34 Exhibit B REAL ESTATE CONSULTING & SERVICES, INC. PR PER MANAGEMENT&FACJLR MAINTENANCE DED/CA TED TO QUALIT AND /NTEGR/77 RATE AND SERVICE STRUCTURE Board -Up cost of 1" standard window a. Flat Rate: 1'' window- $150.00 Hourly Rate: $82/per hour b. Flat Rate: Each Additional Window-$125.00 Hourly Rate: $82/per hour Board -Up cost of 1° single door opening a. Flat Rate: V single door opening— $182.00 Hourly Rate: $82/per hour b. Flat Rate: Each Additional Door - $165.00 Hourly Rate: $82/per hour Board -Up of Garage —Flat Rate: $475.00 Hourly Rate: $82/per hour Bolt, Screw Door, Garages and Windows a. Bolt Garages —Flat Rate: $300.00 Hourly Rate: $82/per hour b. Screw Door— Flat Rate Windows: $82.00 Hourly Rate: $82/per hour c. Bolt Windows — Flat Rate: $ 120.00 Hourly Rate: $82/per hour d. Screw Door Garages —Flat Rate: $82.00 Hourly Rate: $82/per hour I9345 Pasadena Street. Lake Mino e. CA 92530 11h:714-571-0175 Fax:714-55S-040•4 ���: a .cnnsuhnsrn•c.cum 25A-35 /A A r ■■ REAL ESTATE CONSULTING & SERVICES, INC. PROPERTY MANAGEM/E�NT&FAMi ER MAINTENANCE -DEO/GATED To yVAL/TYANO INTEGRITY .RATE AND SERVICE STRUCTURE Chain a. Galvanized chain price per foot -$4.25 Lock a. Master lock, price per lock - $25.00 Weed Abatement Service: a. Per Hour Rate: $82.00 per hour b. Flat rate per sqft. Of parcel: $0.50 per square foot Debris Removal Service: a. Cost per ton, includes clean up of debris by hand, disposal: $2,000.00 Travel Charge: a. Per Trip Charge Fee: $95.00 After hour Charge: a. After hour labor rate: $123.00 b. After hour trip charge: $95.00 18345 Pasadena Street. Lake Iilsinure. CA 02590 Ph: 714.571-0175 Pas:714_Sig-I14W te;e te. cunsulutsenecum 25A-36 AGREEMENT TO PROVIDE ON -CALL WEED REMOVAL, RUBBISH ABATEMENT AND BOARD -UP SERVICES WITH SLS PROPERTY SOLUTIONS THIS AGREEMENT is made and entered into this 21 st day of August, 2018, by and between SLS Property Solutions, Inc., a California corporation ("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 July 11, 2018, the City issued Request for Proposal No. 18-060, by which it sought contractors to provide weed removal, rubbish abatement and board -up services. B. Contractor submitted a responsive proposal on August 1, 2018, that was among those 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 No. 18-060 and attached as Exhibit A. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as -needed basis, and at the sole discretion of City, Contractor shall perform the services that are described in Exhibit A. Additionally, Contractor's proposal, attached herewith as Exhibit B, is incorporated by reference as though fully set forth herein. When the need for services arises, the Executive Director of Planning and Building, or his designee, may initiate services through use of a task or similar written order issued to Contractor. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Contractor is one of three contractors selected to provide the services provided herein on an as needed basis under RFP No. 18-060. The total compensation for Contractor, as one of the selected contractors for services provided under RFP No. 18-060, shall not exceed an aggregate amount of $45,000 during the Term of this Agreement. EXHIBIT 3 Page 1 of 8 25A-37 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. 3. TERM This Agreement shall commence on the date first written above and continue until June 30, 2021, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractor s to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor s prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, Page 2 of 8 25A-38 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, 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, 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: 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. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. Page 3 of 8 25A-39 V. Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to fumish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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. 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, 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 Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. 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 Page 4 of 8 25A-40 (3) years from the date of final payment to Contractor under this Agreement. 9. 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. 10. CONFLICT OF INTEREST CLAUSE Contractor 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. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 Executive Director Planning & Building Services Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647-5897 Page 5 of 8 25A-41 To Contractor: SLS Property Solutions, Inc. Attn: Paul B. Strader 919 E. Santa Ana Blvd. Santa Ana, CA 92701 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor 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 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 are not embodied herein. 13. 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. 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 6 of 8 25A-42 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NON-DISCRIMINATION Contractor 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. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of Califomia and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of Page 7 of 8 25A-43 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: Lisa Storck Assistant City Attorney FOR APPROVAL MINH THAI Executive Director, Planning & Building Services Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager SLS PROPERTY SOLUTIONS Sarah L. Strader President Page 8 of 8 25A-44 Appendix -VII ATTACHMENT 1 SCOPE OF WORK Board Up Procedures: The USIA National Arson Prevention Initiative Board Up Procedures is incorporated herein by reference and are hereby accepted as Reference Specifications. These Reference Specifications are intended to govern certain construction materials, methods, and details with some additional modification herein. Materials List and Specifications SECURITY MEASURES 1. All openings in the basement, crawl spaces, garages, first floor doors and windows, and any point of entry accessible from a porch, fire escape or other potential climbing point shall be barricaded with plywood, 2x4 braces, carriage bolt sets, specialized head/drive screws, and nails, unless stated otherwise. NOTE: General contractor screws, particleboard, wafer board, Masonite, or other similar material shall NOT be used for purposes of boarding -up a building. 2. Garage Doors and Openings at least 10' from ground level which are not accessible from a porch, fire escape, roof, or other climbing point can be secured with nails every 12" around the perimeter. For all openings, the plywood should be fitted so that it rests snugly against the exterior frame, butting up to the siding on wood frame buildings and up to the brick molding edge on brick buildings. It may be necessary to remove the staff bead so this fit can be flush and tight. 3. The structure shall be posted with a NO TRESPASSING sign at the completion of the board -up. 4. Commercial property with full windows or glass facades shall be blacked out and adhesive shall be used to attach the plywood to the glass from the interior to prevent shattering. Plywood shall be secured to the window/glass framing. 5. ONLY Interior Boarding shall require blackout of windows and be secured with plywood and 2x4 braces fasten to the wall with deck nails and specialized star -drive head screws. MATERIALS 1. Plywood, 1/2" (4 ply) exterior grade CDX 2. Braces - 2" by 4" by 8' (or longer) construction grade lumber 3. 3/8" (coarse thread) by 12" (or longer) carriage bolts (rounded head on weather side) City of Santa Ana RFP 18-060 2c .4 4. 3/8" (coarse thread) construction grade nuts 5. 1/2" (USS Standard) Flat washers with an inside diameter large enough to bypass the wrench neck inside the carriage bolt head so no lift edge is available beneath an installed carriage bolt head. 6. 3/8" (USS Standard) diameter flat washers for installation beneath the nut inside the building 7. Combination of 2"-3" deck nails and 2"-3" Star -drive screws; T-20, T-25, etc. BARRIER ASSEMBLY 1. Plywood shall be cut to fit over the window and door openings, flush with outside of the molding/trimmer stud. Application of barriers shall be completed so that all lift or pry points are avoided. Plywood board shall be solid sheets without seams or joints. 2. The 2x4 braces shall be cut to fit the horizontal dimension of the plywood. Two exterior and two interior 2x4 braces shall be provided for each window and three sets for each door. 3. Window Assembly — Braces are located horizontally approximately 1/3 of the distance from the top and the bottom of the window. Bolt holes are located 1/3 of the length of the brace from the outside edge of the window jams. Prior to installation, the assembly should be pre -assembled and 3/8" holes drilled through all of the components. 4. Door Assembly — Door braces will be placed horizontally; one in the center of the doorway and one 1/2 the distance from the center to the top and one 1/2 distance from the center to the bottom of the doorway. Bolt holes are located 1/3 of the length of the brace from the outside edge of the doorframe. Prior to installation, the assembly should be pre -assembled and 3/8" holes drilled through all of the components. 5. Plywood used to cover exterior openings shall be nailed every 12" along the perimeter of the frame of the window, door, or opening. 6. The 2x4 braces on the interior and exterior of the assemblies shall be secured using 3/8" by 12" carnage bolt assemblies. Bolts shall be inserted through the predrilled holes from the exterior with a 1/2" washer place against the exterior brace, a 3/8" washer is placed against the interior brace. The bolt is tightened from the inside so that it slightly compresses the interior brace. The 2x4 Bottom Brace shall be cut to width of door trim and drilled to the floor to prevent opening. 7. Garage Door — the opening shall be covered with plywood and secured with a minimum of 3- inch-long deck or wood screws installed on 6-inch centers around the circumference of the opening. An interior or exterior 2x4 Bottom Brace is required to prevent it from opening and drilled to the floor with masonry screws (or as appropriate). NOTE: These specifications are subject to change upon case -by -case scenario. Any changes or recommendations shall be discussed during the walk-through of the property prior to a proposal, quote and or notice to proceed. City of Santa Ana RFP 18-060 28AM246 r L WINDOW BOARDING SPECIFICATION I 1 A e - - e - ® ® - - - o - i 1 I 1 1 1 I 1 1 1 1 1 1 1 1 1 i 1 1 1 1 i 1 I 1 i 1 1 1 1 1 1 1 1 1 1 1 I }. - - - e - - v v s - - . 1 A 1 I 1 1 ----------------------------- WINDOW- OUTSIDE VIEW NOTES: 1/2" CDX PLYWOOD CUT TO TO COVER WINDOW OPENING SECURE TO STRUCTURE WITH 1-518- (60) GALVANIZED NAILS �Z 2 X 4 BRACE CUT TO OUTSIDE DIMENSION OF WINDOW TRIM 2 X 4 BRACE CUT TO SIZE OF PLYWOOD f 3/8' CARRIAGE BOLT 12'LONG/COURSE THREAD NUT TO MATCH, WASHERS INSTALLED ON BOTH SIDES ROUNDED HEAD OF BOLT ON OUTSIDE 1. FOR DOUBLE HUNG WINDOWS, SLIDE SASH TO CENTER OF UNIT AND PASS BOLTS THROUGH OPENINGS AT TOP AND BOTTOM. 2. STORM WINDOWS SHOULD BE REMOVED AND STORED INSIDE STRUCTURE. 3. OUTSIDE TRIM MAY HAVE TO BE REMOVED TO ACCOMMODATE A FLUSH AND TIGHT FIT. 4. TIGHTEN NUTS FROM INSIDE ENOUGH TO SLIGHTLY COMPRESS 2X4 BRACE. 5. BRACE LOCATIONS: A = 1/3 B (SEE DIMENSION LOCATIONS ON DRAWING) NOTE: WINDOWS 3 FEET IN HEIGHT OR SHORTER ONLY REQUIRE ONE BRACE. 6. LOCATION OF BOLT HOLES: C = 1/3D (SEE DIMENSION LOCATIONS ON DRAWING) 7. THE PLYWOOD BOARD SHOULD BE SECURED WITH SCREWS EVERY 12" ALONG THE PERIMETER OF THE FRAME OF THE WINDOW, DOOR, OR OPENING, AND WITH DECK NAILS AT EVERY 6" MARK WHERE SCREW IS NOT PLACED. DOOR BOARDING SPECIFICATIONS City of Santa Ana RFP 18-060 2RpA%147 WCO PLnr000 Cur TO FJTAA ST DOOR BANDMOIOING OR Our510E OF DOOR FRW.IE r----------------------1 I 1 1 1 i 1 1 • TOP • 1 1 1 1 1 1 1 1 1 I I I 1 1 • CEHlER • 1 I 1 1 1 1 I 1 I I I 1 I 1 I 1 I 1 • BOTi0r.1 t I 1 L--------------------1 1 DOOR - OUTSIDE VIEW NOTES: 2%d BRACES COTTOS OF PLwmo CUT TO COVER DOOR FRAl.IEAND MOLDING F----------------------- i i 1 1 ® ® I 1 I 1 1 1 1 I 1 1 1 1 1 1 1 I ® ® I I 1 1 1 1 1 1 1 I I 1 I 1 I 1 I 1 � 1 / 1 I 1 1 1 / earrouwut.aPlnu� �—lr RRIAGE BOLT � I I VMHIr71ASHER DOOR-INSIDEVIEW RELIOYE TRW A NECESSARY TO EMLBNATE PRY POPHS Tr LONG W C4RRUIGE BOLT LATH Nr YIASNERS ON BOTH SIOES 1. IRON DOORS OR FRAMES MAY BE REMOVED AND STORED INSIDE BUILDING IF NECESSARY. 2. USE 3/8" X 12" CARRIAGE BOLTS - ROUNDED HEAD ON OUTSIDE OF BUILDING. LONGER BOLTS MAY BE NECESSARY. 3. TIGHTEN NUTS FROM INSIDE ENOUGH TO SLIGHTLY COMPRESS 2X4 BRACE. 4. IF PLYWOOD CAN NOT BE BUTTED AGAINST BAND MOLDING, CUT TO COVER OUTSIDE EDGE OF DOOR FRAME. 5. BOLT HOLES ARE LOCATED AS THEY ARE FOR WINDOWS (SEE WINDOW DETAIL) 6. CENTER BRACE LOCATED IN CENTER OF DOORWAY OPENING. TOP AND BOTTOM BRACES ARE POSITIONED WHERE A = 1/213 (SEE DIMENSION LOCATIONS ON DRAWING) 7. USE 2X4 BOTTOM BRACE - CUT TO WIDTH OF DOOR TRIM. DRILL TO THE FLOOR TO PREVENT OPENING. INTERIOR AND EXTERIOR BOTTOM BRACES WITH MASONRY SCREWS ARE MANDATORY WHEN BOARDING GARAGE DOORS. BRACE AND CARRIAGE BOLT SPECIFICATION City of Santa Ana RFP 18-060 2��-48 SR' MSTANDARD FIAT WASHER 19' CONSTRUCTION GRADE NUT COURSE THREAD NOTES: C IfC C0X PLW/OOD -\ cSri 9 p�� S CtSppE i� j: W X IT CARRIAGE BOLT COURSETHREAD ROUNDED HEAD W USS STANDARD FLAT WASHER ROUNDED NERD 1S CARRIAGE BOLT ON WEATHER SLOE OF OPENING M' HOLE IN BRACE AND PLWlOOD .- PRE -DRILLED DURING FABRICATION 1. USE 2" BY 4" BY 8' (OR LONGER) CONSTRUCTION GRADE LUMBER FOR BRACES. 2. USE 3/8" X 12" CARRIAGE BOLTS - ROUNDED HEAD ON OUTSIDE OF BUILDING 3. TIGHTEN NUTS FROM INSIDE ENOUGH TO SLIGHTLY COMPRESS WASHER INTO 2X4 BRACE. 4. USE 1/2" WASHER ON WEATHER SIDE TO ACCOMMODATE THE WRENCH NECK OF BOLT AND ELIMINATE PRY POINTS. City of Santa Ana RFP 18-060 2Ri%-49 WINDOW ASSEMBLY MATERIALS REQUIRED PER WINDOW 1 - 1/2" CDX PLYWOOD SHEET -CUT TO DIMENSIONS OF WINDOW FRAME (WEATHER SIDE 4 - 2X4 BRACES - CUT TO WIDTH OF PLYWOOD 4 - CARRIAGE BOLT ASSEMBLIES NUMBER OF WINDOWS TO BE SECURED (Nw): NUMBER OF WINDOWS BRACES REQUIRED: (Nw X 4) CARRIAGE BOLT ASSEMBLIES REQUIRED (Bw): (Nw X 4) DOOR ASSEMBLY MATERIALS REQUIRED PER DOOR 1 - 1/2" CDX PLYWOOD SHEET - CUT TO DIMENSIONS OF DOOR FRAME (WEATHER SIDE) 1 - 1/2" CDX PLYWOOD SHEET - CUT TO OUTSIDE DIMENSIONS OF DOOR FRAME TRIM (INSIDE) 6 - 2X4 BRACES - 3 CUT TO WIDTH OF OUTSIDE PLYWOOD 3 CUT TO WIDTH OF INSIDE PLYWOOD 1 - 2X4 BOTTOM BRACE - CUT TO WIDTH OF DOOR TRIM DRILLED TO FLOOR (INSIDE) 6 - CARRIAGE BOLT ASSEMBLIES NUMBER OF DOORS TO BE SECURED (No): NUMBER OF DOOR BRACES REQUIRED: (ND X 6) NUMBER OF BOTTOM BRACES REQUIRED: (ND) CARRIAGE BOLT ASSEMBLIES REQUIRED (BD): (No X 6) CARRIAGE BOLT ASSEMBLY MATERIALS REQUIRED PER CARRIAGE BOLT ASSEMBLY 1 - 3/8" X IT (OR LONGER IF NECESSARY) CARRIAGE BOLT - COURSE THREAD 1 - 1/2" USS STANDARD FLAT WASHER (WEATHER SIDE) 1 - 3/8" USS STANDARD FLAT WASHER (INSIDE) 1 - 3/8" CONSTRUCTION GRADE NUT - COURSE THREAD (Bw + BD) TOTAL CARRIAGE BOLT ASSEMBLIES REQUIRED FOR WINDOWS AND DOORS: City of Santa Anna RFP 18-060 2&/" 280 Exhibit B CAO .S'LS PROPERTY SOLUTIONS, INC. Solution Excellence Response to RFP 18-060 Weed, rubbish abatement and board up services PRICING SCHEDULE Section 5 - Rate and Service Structure - Items a) through I) are priced per the Attachment 1, Scope of Work of the RFP 18-060 Total a) Board up cost of 1st standard window $179.52 (1) each additional window thereafter $155.51 b) Board up cost of 1st single door opening $180.74 (1) each additional door thereafter $156.74 -c) Board up costof a garage - our pricing assumes a`single car garage (8' wide by 7" tall) roll up door. $267.48 d) Bolt, screw door, garages and windows $96 98 e) Chain and lock fee (3' of 5/16 galvanized chain and one combination padlock).' $122.16 f) Weed abatement service: includes mow, hand weed, abatement, blow off sidewalks, edging and handwork of perimeter, disposal etc., (primarily neglected residential property) per hour rate. $79.45 f)'Weed abatementseivice: includes.mow hand weed, abatement, blow off sidewalks, edging and handwork of perimeter, disposal etc., (primarily neglected residential property) flat rate per sq. ft of'parcel. Minimum charge,$128.00 per parcel/lot $0.15 g) Debris removal service: cast per ton. Includes clean-up debris by hand,; disposal (no heavy equipment). $508.29 h)`Travel charge per hour $120.00 i) After hour charge per hour $157.07 919 f.'AST.SAN7A: LV.f ROUI,ECCI ARD, SANTAANA, CA 92701 f f'll'IY.,SL.SPROI'2'F5,�t1� Ti5(I,S'. CO.M17 25A-52 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE AGREEMENT WITH IDS GROUP, INC. FOR LIGHTING AND ELECTRICAL DESIGN OF VARIOUS CITY PARK UPGRADES (PROJECT NOS. 18-7524, 18-7533, & 18-2688) (STRATEGIC PLAN NO. 6, 1G} CI ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with IDS Group to provide Electrical Lighting Design Services for three-year term beginning August 21, 2018, through August 20, 2021, in the total amount of $92,690, which includes a design contingency in the amount of $8,427, with an optional one-year extension exercisable by the City Manager and City Attorney, subject to nonsubstantive changes approved by the City Manager and City Attorney. Each year numerous City Parks receive lighting upgrades to energy efficient Light Emitting Diode (LED) fixtures to improve safety and usability of city parks. This project is part of a continuing effort to provide security lights to all City Parks and Bike Trails. Presently the Pacific Electric Bike Trail, Saddleback View Park, and Morrison Park do not have any lighting on park grounds. The project scope involves professional electrical engineering design services to prepare plans, specifications, and estimates leading to bidding out contract documents to install new lighting systems and light fixtures along the walkway and bike trail. On May 7, 2018, the Public Works Agency released a Request for Proposals (RFP) on the City's website and the PlanetBids eProcurement portal inviting qualified firms to submit proposals for professional electrical engineering services. The Notice Inviting Proposals was also published in the Orange County Register on May 11, 2018. On June 5, 2018, four proposals were received and subsequently evaluated for content and responsiveness to the RFP by a committee comprised of staff from both the Public Works and Parks & Recreation agencies. Each Proposal was rated according to their firm/team experience, understanding of need, relevant project experience, projected schedule, and client references. 25B-1 Agreement with IDS Group - Electrical and Lighting Design Services August 21, 2018 Page 2 The table below is the list of firms with their respective evaluation scores: NAME OF FIRM RATING IDS Group, Inc. 91 tk1sc 86 Michael Baker International 79 EDM Services, Inc. 73 Based on these ratings, staff recommends that the top ranked firm, IDS Group, Inc. be retained to provide the electrical and lighting design for various park locations for a fee in an amount not to exceed $92,690, which includes a 10 percent design services contingency of $8,427 based on the schedule of rates and fees received with the IDS Group's proposal (Exhibit 1). 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are budgeted and available in the Community Development Block Grant Programs fund (Account No. 13518783) and the Residential Development District 2, Park Acquisition & Development fund (Account No. 31213260). Subsequently annual funding distribution will be subject to and budgeted according to their fund availability. The estimated spending plan for FY 2018-19 and subsequent fiscal years are identified in the table below. PROJECT PROJECT# ACCOUNT Pacific Electric Bike Trail Security Lighting 13518783-66220 $59,862 Project No. 18-7524 Saddleback View Park Security Lighting 13518783-66220 $13,007 Project No. 18-7533 Morrison Park Security Lighting 31213260-66220 $19,821 Project No. 18-2688 TOTAL PROJECT FUNDING: $92,690 25B-2 Agreement with IDS Group - Electrical and Lighting Design Services August 21, 2018 Page 3 Fuad S. 3weiss, PE, PLS Sergio Vidal y�B Executiv N Director Assistant Director Public VAorks Agency Finance & Management Services Agency Agency FSS/EWG/ARC/KN/ML Exhibit: 1. Agreement with IDS Group 25B-3 25B-4 EXHIBIT 1 AGREEMENT TO PROVIDE ELECTRICAL LIGHTING DESIGN SERVICES FOR VARIOUS PARK LOCATIONS THIS AGREEMENT is made and entered into this 21" day of August; 2018 by and between IDS Group, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing, under the Constitution and laws of the State of California ("City"). RECITALS A. On May 7, 2018, the City issued Request for Proposal No. 18-031, by which it sought a professional engineering firm to provide complete plans, specifications, and cost estimates for new electrical and security lighting systems at Pacific Electric Bike Trail (Phase 1), Saddleback View Park, and Morrison Park. 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. 18-031. 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. 18-031 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $92,690. This sum is comprised of (1) the base amount of $84,263 and (2) an approximate 10% contingency in the amount of $8,427 for additional services at the City's sole discretion. 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. 3. TERM This Agreement shall commence on the date first written above and terminate on -August 20,`2021, unless terminated earlier in accordance with Section 17, below. The term of this Agreement maybe extended Page 1 of 8 25B-5 for one 1-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 CONTRATOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and 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 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 Page 2 of 8 r operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. Page 3 of 8 25B-7 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 I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise 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. 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. Page 4 of 8 Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) 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: IDS Group, Inc. 1 Peters Canyon Road, Suite 130 Irvine, CA 92606 A party may change its address by giving notice in writing to the other party. Thereafter, any commumication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. Page 5 of 8 25B-9 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 parry, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or Page 6 of 8 25B-10 in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, 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. SPECIAL FUNDING REQUIREMENTS The services under this Agreement for Pacific Electric Bike Trail and Saddleback View Park are being funded through the United States Department of Housing and Urban Development, Community Development Block Grant Program. As such, in the provision of those services, Consultant agrees to comply with the requirements, representations, and certifications described in Exhibit C. Consultant shall notify the City immediately and in writing of its inability to do so. Said inability shall be cause for termination of this Agreement. 22. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council RAUL GODINEZ II City Manager Page 7 of 8 25B-11 APPROVF,A AS TO FORM CONSULTANT SONIA R. CARVALHO City Attorney By: w lti, -15,49 J&n M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Name: Title: Page 8 of 8 25B-12 , t RFP NO.: 18-031 June 5, 2018 PROPOSAL Electrical Lighting Design Services for Various Park Locations RFP No. 18-031 Table of Contents Cover Letter Section 1: Statement of Qualifications ................................ b. Contract Agreement Statement ................................... c. Firm and Team Experience ......................................... IDS' Project Manager .................................................. IDS' Project Team .......................................... 3 .......................................... 3 .......................................... 3 ............. :............................ 5 .................................................................... Subconsultants......................................................................... Key Personnel Resumes.......................................................... Staff Availability......................................................................... Organization Chart .................................................................... d. Understanding of Need.............................................................. e. Relevant Project Experience..................................................... f. References................................................................................. Section 2: Scope of Services and Schedule ..................................... Section 3: Fee Proposal.................................................................... Section4: Certifications.................................................................... Attachment A: Key Personnel Resumes ............................................ Attachment B: References................................................................. ............................. I.... 6 .................................. 7 .................................. 7 .................................. 7 .................................. 8 .................................. 9 ........... I ............ I ....... 10 ................................14 ................................15 ................................19 ................................ 20 ................................ 25 ................................ 29 +► IDS GRouP Page I 25B-14 AA IDS GROuP June 5, 2018 City of Santa Ana, Public Works Agency 20 Civic Center Plaza; Ross Annex, 3rd Floor Reception Santa Ana, CA 92701 Attn: Mr. Kenny Nguyen, Project Manager SUBJECT: a. Cover Letter Proposal to Provide Electrical Lighting Design Services, RFP No. 18-031 Dear Mr. Nguyen and Members of the Selection Committee: IDS Group (IDS) understand the City of Santa Ana (City) is seeking proposals from qualified engineering firms to prepare plans, specifications, cost estimates, and related construction documents for work necessary to construct/replace lighting for various park locations. The individual charged with the responsibility of implementing and integrating the critical aspects of this project will be Mr. Michael Reed, IDS' Project Manager. Mr. Reed's expertise and experience in electrical engineering is ideally suited for this project. He has a broad and very successful background in planning, organizing, and coordinating the work of others as well as handling cost, scope, and schedule control on major projects. We briefly.outlined IDS' key qualifications below: ■ Since our incorporation, IDS Group has completed numerous engineering projects involving: parks, walking/biking trails, libraries, fire stations, court facilities, baseball fields, roads, parking lots, gymnasiums, and other public use facilities; a testament to the quality of our customer service is represented by the fact that approximately 80% of our clientele is repeat business. • Each member of our team has considerable experience with the design and construction of recreation facilities. We are familiar with the procedures, standards, codes, and processes from first-hand experience both as prime design professionals and as sub consultants. • Our in-house infrastructure allows us to remain flexible when scheduling staff resources in the areas of civil and electrical engineering; and cost estimating to offer timely, efficient, and effective solutions to project challenges. We look forward to speaking with you further regarding our services, expertise and experience, and how we can best assist the City. IDS Group hereby acknowledges that we have reviewed and understand all elements of the Standard Agreement (Attachment 2) and take no exceptions. Mr. Robin O'Neil, PE, MEP Principal, hereby acknowledges that he will be the contract administrator for this project and will negotiate and contractually bind the firm regarding matters pertaining to this proposal. Our Project Manager, Mr. Michael Reed, will be City's point -of -contact. Please do not hesitate to call Michael at 949.387-8500 ext. 328 should you have any questions. Sincerely, Group, Inc. Vin(Rob)O'Neil, PE 1 Peters Canyon Road, Suite 130, Irvine California 92606 ♦ T: 949.387.8600 ♦ F: 949.387.0800 ♦ www.idsgi.com 25B-15 Electrical Lighting Design Services for Various Park Locations RFP No. 18-031 Section 1: Statement of Qualifications b. Contract Agreement Statement IDS Group hereby acknowledges that we have reviewed and take no exception to the terms and conditions, including Insurance coverage, as set forth In RFP No. 18-031 1 Electrical Lighting Design Services for Various Park Locations I Attachment 2. c. Firm and Team Experience Frim Profile IDS Group, Inc. (IDS) is a multidisciplinary engineering and architectural consulting firm with roots spanning over 50 years. Our integrated design team provides added value through our specialized divisions — electrical, civil, and structural engineering and cost estimating. Our corporate infrastructure creates optimum utilization of resources for our staff of 100 professionals, maximizing service efficiency. IDS is committed to project excellence, providing turnkey design solutions to the building and infrastructure industries. IDS incorporates sustainable, energy -efficient, and environmentally conscious designs as a significant component of each project. We are recognized for our use of water -efficient plant materials, recycled materials, and water -efficient irrigation systems. IDS is a member of the Green Building Council, on design teams for LEED-certified building projects, and employs numerous full-time LEED Accredited Professionals. Electrical Engineering: The electrical engineering division of IDS (formerly DGM & Associates) was first established in 1992. Our electrical engineering division has extensive experience in a wide variety of projects and in the preparation of engineering studies and analyses, reviewing plans, drawings, and specifications for new construction projects for electrical code compliance, conducting electrical power consumption studies and field investigations, and providing construction cost estimates, concept studies and reports, and post -construction support for electrical engineering projects. IDS has completed numerous electrical engineering projects involving park and street lighting, institutes of higher learning, transportation, housing and redevelopment, hospitals, libraries, fire stations, gymnasiums, and other government and public use facilities. A testament to the quality of our customer service is represented by the fact approximately 80% of our clientele is repeat business. AA IDS GROUP Page 3 25B-16 Electrical Our core competencies include: Knowledge of Applicable Codes and Regulations. IDS and our team members have a proven working knowledge of relevant and applicable state codes through their work in the design, review, retrofit, and plan check of buildings and facilities, hospitals and school projects: ■ We strive do remain current on all applicable codes, regulations and ordinances, including updating codes when reprints or addenda are available. We have a library of all major codes. And we keep up with current research and proposed code changes. Design Services for Various Park Locations RFP No.18.031 ■ Our staff and team members have a working knowledge of California Electrical Code, National Electrical Code, NFPA, Cal -Green Standards, Uniform Building Code and all state revisions resulting in California Building Standards Code Title 24. The Civil Engineering division of IDS was first established in 1961 in Irvine, California. Through a series of acquisitions and mergers, the company expanded to include all of the disciplines needed for engineering design services. IDS Group provides a wide array of expertise and experience in civil engineering, specializing in providing civil engineering design, planning and entitlement, surveying and mapping, construction survey, LEED, sustainable design, construction administration, and traffic engineering services to public agencies, owners, and developers of retail, commercial, office, industrial, institutional, and residential projects throughout the United States. Structural Engineering: Our structural engineering division is a recognized leader in the design, assessment, review, and retrofit of buildings. The depth of our work includes the design of new buildings utilizing steel, concrete, and masonry, the assessment and retrofit of numerous buildings of all sizes, the evaluation and repair of distressed structures, peer and plan review, constructability review, and forensic engineering. Our team has been honored by the Structural Engineers Association of Southern California (SEAOSC) with over 20 "Excellence in Structural Engineering" awards for innovative and outstanding design. Cost Estimating: IDS' services comprise of cost estimating and management, project management, and project controls. Core cost management services include budgeting, milestone estimating, cost peer review, value analysis for design options, and construction change order evaluation. AA IDS GRoup Page 4 25B-17 Electrical Design and Production Ability (CAD j BIM): IDS Group is at the forefront of computer aided design and data management, Including Building Information Modeling (BIM). The scale and magnitude of many of our projects requires that we outfit our staff with state-of-the-art computer hardware and the best available software for performing the most advanced analysis and design. Our computer software library includes, but not limited to, the latest versions of architectural, structural, mechanical/plumbing, and electrical analysis and design programs. Dedication to Sustainable Engineering: IDS Group values the opportunity to remain at the forefront of "green technology." We combine sustainable, energy -efficient, and environmentally conscious designs as a significant component of each project. Our mission Is to integrate energy -saving systems and equipment that will improve the building performance while ensuring occupancy comfort to reduce the consumption natural resources and reduce environmental degradation. IDS has been recognized by Energy Users News for excellence and Innovation in energy and building management. IDS' Project Manager IDS' Project Manager, Michael Reed has extensive experience in a wide variety of projects with a specialty niche in recreation lighting. His experience includes the preparation of engineering studies, analyses, plan reviews, preparation of drawings and specifications for new construction projects; construction cost estimates; field investigations; concept studies; reports and post -construction support for electrical engineering projects incorporating sustainable building concepts. Below is a partial list of Michael's relevant projects: Arlington Heights Sports Complex, Riverside, CA: Provided electrical design for a 35-acre sports park that features 3 lighted ballfields (including two baseball fields and one softball field) with overlay soccer/football fields; four lighted multipurpose soccer/football fields; two lighted basketball courts and 300 onsite parking spaces, a neighborhood park Within the sports park that incorporates picnic areas, playgrounds and a waterplay area. Also one concession building, one restroom building, and six picnic shelters. AA IDS GROUP i Services for Various Park Locations RFP No. 18-031 Page 5 25B-18 Electrical Lighting Design Services for Various Park Locations RFP No. 18-031 Audle Murphy -Ranch Sports Complex and Skate Park, Menlfee, CA: Provided electrical design fora 11-acre park that features a lighted skate park, baseball and soccer fields, basketball court, tot lot and playground. Also features two restroom buildings and security cameras throughout the park site. George Bellis Park, Bolsseranc Park and San Antonio Parks Sports Lighting Replacement, Buena Park, CA: Provided electrical engineering design services for the upgrade of 43 existing sports lighting poles with 188 new sports lights. In additional, added eight (8) new sports poles with 40 new lights, added new automated lighting controls for all Ilghts and replaced three (3) existing electrical services and switchgear across three park sites. Menlfee Town Center Central Park, Menifee, CA: Provided electrical design for 5-acre park with lighted parking lot, rest room building, multiple lighted picnic shelters with lockable electrical outlets, splash pad water feature, landscape lighting, lighted walking paths, security cameras, amphitheater with both 100-amps and 200-amp outdoor lockable event panels containing multiple sized electrical outlets for live performances. IDS' Project Team Our Project Team consists of a Project Manager, a Principal -in -Charge and a Quality Assurance Manager as well as team members for civil and cost estimating. IDS' Project Manager, Mr. Michael Reed will be the primary point -of -contact for the City and has over 27 years of electrical engineering experience in park/recreation, community center, municipal, street lighting, and commercial projects. Michael can be reached at 949.387.8500 Ext. 328 or via emall Michael.reed@idsgi.com. Mr. Reed will be responsible for the technical adequacy and design. Additionally, he will ensure the project stays on schedule and within budget by managing staffing hours and expenses, comparing these expenditures with the proposed budget and approved work scope- project engineers and architects will report directly to Michael. This chain -of -command allows IDS to maximize effectiveness and efficiency and ensure that assignments are completed on time, within budget, and are of defensible quality. Our organizational chart shows the project team, including key and support staff, their project roles and how all members will work through Mr. Reed to communicate with the City. Resumes for Michael and other staff members are included within this section. As Project Manager, Mr. Reed will establish project responsibilities, organizational structure and clear lines of reporting within the consulting team. Based on our experience in similar projects, we have developed a clear and efficient management procedure for our services. Michael will: • Develop the project schedule and monitor the progress of the project through standing team meetings, and monitor the review budget at various stages. Provide progress reports and facilitate the review of the work. Monitor the technical performance of the project team, ensure quality and consistency (QC), and ensure detection and resolution of project performance issues before they become problems. AA IDS GROUP Page 6 25B-19 Electrical Lighting Design Services for Various Park Locations RFP No. 18-031 • Ensure that the City is clearly informed of the progress and status of the project. • Enhance working relationships of team members and the City. Subconsultants All services can be performed in-house; therefore, IDS does not anticipated utilizing any subconsultants for this contract. Key Personnel Resumes Full resumes of key personnel proposed to work on this project are provided Attachment A of this proposal. Staff Availability The following is an estimate of the availability of our key personnel during the duration of this project. The percentages of key staff availability shown are projected based on anticipated workload. These percentages represent the average time available for a team member. Actual time may vary depending on the project specifics. Robin (Rob) O'Neil, PE 45% Hassan (Hank) M. Bagheri, PhD, PE, LEED AP 30% Michael Reed Peter Gambino, PE, PLS, QSD 40% 45% AAIDS GROUP Page 7 25B-20 Electrical Lighting Design Services for Various Park Locations RFP No.18.031 Organization Chart IDS hereby acknowledges that the Personnel Identified herein will be available to the extent proposed for the duration of the project, and no Personnel assigned to the project shall be removed or replaced without the prior written concurrence of the City. 4D Robin (Rob) O'Neil, PE (Hank) M. Bagheri, PhD, PE, LEED AP 0 Michael Reed Anmar Hiassat Ramin Hiassat Bob N. Kramer 111 Jesus Soriano Peter Gambino, PE, PLS, QSD I I Christine Kaskara, PE, QSD, QSP, Tejal M. Gandhi, PE, QSD/QSP Sam Wheeler, EIT is = Key Personnel AAIDS GROUP Jaime Rosenbach, PE, SE David Pomedeau, MS, SE SP I I Faisal Dakhil, BSCE, MSCE Page e 25B-21 Electrical Lighting Design Services for Various Park Locations RFP No. 10-031 d. Understanding of Need The City of Santa Ana desires to continue Its efforts in installing security lighting systems by using the same hardware and fixtures as those recently installed at: Fisher Park, Santiago Park, Heritage Park, Santa Anita Park, Windsor Park, Madison Park, Lillie King Park, Bomo Koral Park. Parks that require lighting upgrades are as follows: Pacific Electric Bike Trail — Phase 1 currently does not have electrical or lighting systems. Irrigation controllers with electrical connection points are on site. Lighting shall be designed for the entire length of the trail from McFadden Avenue to Occidental Street. Saddleback View Park currently does not have electrical or lighting systems, An irrigation controller with electrical connection point is on site. Lighting shall be designed for the meandering walkway in the park. Morrison Park currently has lighting for the basketball and tennis courts only. Additional lighting, including additional power supply equipment and facilities, shall be designed for the interior meandering walkway and the parking lot. The electrical system shall be centralized and serve all lights in the park. AAIDS GROUP Page 9 25B-22 Electrical Lighting Design Services for Various Park Locations RFP No. 18-031 e. Relevant Project Experience IDS and ourteam of professional engineers provide value added multidisciplinary, 'one -stop -shop' design and consulting services for recreational I park facilities. Our project team brings an established track record of providing engineering and architectural design services for various recreation projects including: Design Services for Town Square Park Phase 1, 2, and 3 Murrieta, CA IDS provided design services to complete the improvements for the construction of three prefabricated buildings (storage, performers changing rooms, and restrooms) along with utility service connections to Town Square Park. The goal of the project was to provide the City with a comprehensive set of plans and specifications to facilitate the construction. This included: • Utility research and locating within the project area and identifying potential conflicts • Coordinating the relocation and service connections with utility purveyors • Preparing plans and specifications for stage lighting, sound systems, and technology • Preparing site utility plans to establish service connections for the prefabricated buildings • Preparing electrical engineering lighting plans and specifications for lights around the park • Conducting quantity take offs and preparing cost estimates • Prepare exhibits and attend meetings to support the community outreach effort AA, IDS GROUP Page 10 25B-23 Electrical Lighting Design Services for Various Park Locations RFP No. 18-031 City of Irvine San Diego Creek Bike Trail Lighting Improvements: San Diego Creek to Culver, CIP 341302, Spectrum to 1.405 CIP 34150, I-405 to Culver CIP 322920, and Peters Canyon CIP 341303 Irvine, CA The City of Irvine has contracted with IDS on multiple occasions to provide engineering design services for various pedestrian trail projects that meander throughout the city. IDS was the preferred consultant for these projects since they required close coordination between disciplines that only a multi -disciplined firm can provide. IDS designed and prepared electrical plans for the trail lighting as envisioned by the City. The plan shows the proposed fixtures, photometric lighting study, fixture counts and cut sheets, meter, pedestal, and distribution circuitry. In preparing these plans, IDS conducted calculations of electrical loads, load shedding, short circuit calculations, voltage drop and the structural design of light fixture foundation. In addition, IDS prepared a demolition plan showing the removals of the items that are in conflict with the proposed lighting, hardscape, and irrigation improvements such as hardscape, landscape, trees, conduit, and piping. IDS coordinated with the utility companies which maintain facilities in the affected area and develop a utility relocation plan for the utilities impacted by this project, The plans and specifications under this task identified the time frames to complete the utility work. AAIDS GROUP Page 11 25B-24 Electrical Lighting Design Services for Various Park Locations RFP No.18.031 San Diego River Project, Discovery Center at Grant Park San Diego, CA IDS Group was selected to provide Electrical Engineering and sustainable design services for The San Diego River Discovery Center at Grant Park. The project will be designed to be Southern California's premiere river interpretive center within a nature - based passive park. It will promote a greater appreciation and enjoyment of the river, transformative for the community and a destination for residents and visitors. Project duration: 2017 - Current Contact Information: Mr. Rick Espana, AICP, Senior Associate, Roesling Nakamura Terada Architects, Inc., 619.233.1023 Douglas Park Long Beach, CA Electrical design for a 2-acre park with electronic gate locks, walkway lighting, large picnic shelter lighting and parking lot lighting. Project duration: 2017 - Built early 2018. Contact information: Clark and Green Associates, Landscape Architects, 714.434.9803 Arbor Vista Park Temecula, CA IDS provided electrical design for this 1-acre park with walkway lighting, splash pad fountain power and parking lot lighting. Project duration: 2017 Contact Information: BMLA, Inc., Landscape Architects, 951.737,1124 Larwln Park Buena Park, CA Electrical design for an existing 5.9-Acre park with existing basketball lighting rehabilitated to include new walkway lighting, play area lighting, parking lot lighting, large lighted picnic shelter and rest room building power. Project duration: 2017, Est. building completion mid-208. Contact information: BMLA, Inc., Landscape Architects, 951.737.1124 AA IDS GRouP Page 12 25B-25 Electrical Mackay Park Meter Pedestal Location Change, Cypress, CA: IDS provided electrical design services for Mackay Park. Scope of work included coordinating the SCE and the City for the meter pedestal location. IDS updated the electrical plans moving the pedestal to the south side of the park as well as recruit, resize and recalculate the voltage drop conditions for all branch feeders based on the new meter pedestal location. Project duration: 0312016 - 2017 Contact information: Mr. Pat Hirsch, Principal, Hirsch and Associates, 714.776.4340 Caltech Ballfield Lighting Photometric Data Review, Pasadena, CA: IDS provided peer review services for the Musco Lighting's proposed sports field lighting photometric data provided for the new balifield lighting at Caltech's campus. Project duration: 10/2016 Contact information: Eric Jennings, Sr., Byrom -Davey, Inc., 858.829.4076 Biola University Women's Softball Field Lighting Modernizations, La Mirada, CA: IDS provided electrical design services for the addition of sports lighting and poles to existing softball field as well as design for the electrical connections for a new distribution board near existing field. )esign Services for Various Park Locations RFP No. 18-031 oi. Project duration: 10/2016 - 2017 Contact information: Mr. Ray Drexler, Vice President, Electro Construction Corp., 323.660.4141 Riverview Park, San Jose, CA: Riverview park was designed to become a recreational destination for the community. Four primary but overlapping zones establish the organizational framework for the park and provide the structural for different recreational activities that will serve a variety of ages and recreational interests. IDS provided coordination and electrical metering for the park to be on a standalone service with Pasadena Water and Power, electrical design for the restroom facility and illumination for the common walkways, kids playground and recreational lighting for ball courts Project duration: 03/2015 - 2016 Contact Information: Mr. Nicholas Leone, AIA, Thompson Dorfman Partners, LLC, 415.381.3001 AA IDS GROUP Page 13 25B-26 Electrical Lighting Design Services for Various Park Locations RFP No. 18-031 f. References Biola University Women's Softball Field Lightina Modernizations, La Mirada, CA: Project duration: 10/2016 - 2017 Mr. Ray Drexler, Vice President Electro Construction Corp., 323.660.4141 Douglas Park 3865 McGowen Street, Long Beach Electrical design completed May 2017, Built early 2018. Clark and Green Associates, Landscape Architects 150 Paularino Ave # 160, Costa Mesa, CA 92626 714.434.9803 Arbor Vista Park Tract 36479, Temecula, CA Electrical design completed December, 2017. Est. building completion unknown. BMLA, Inc., Landscape Architects 310 N Joy St, Corona, CA 92879 951. 737.1124 Larwin Park 6150 Ball Rd, Buena Park, CA Electrical design completed June 2017, Est. building completion mid-208. BMLA, Inc., Landscape Architects 310 N Joy St, Corona, CA 92879 951. 737.1124 Mackay Park 8732 Walker St, Cypress, CA Electrical design completed January 2017, Built November 2017 Hirsch and Associates, Inc., Landscape Architects 2221 East Winston Road, Suite A, Anaheim, CA 714.776.4340 SIDS GROUP Page 14 25B-27 Electrical Lighting Design Services for Various Perk Locations RFPNo. f8-03f Section 2: Scope of Services and Schedule The project scope involves the preparation of Construction Documents suitable for bidding and plan check approval to include new electrical and security lighting systems for the following parks: Pacific Electric Bike Trall — (Phase 1) ■ Saddleback View Park ■ Morrison Park. Task 1: Preliminary Engineering: Preliminary Engineering shall include one Kick-off meeting with City Staff to discuss scope of work, project required tasks and objectives, potential elements and Issues, and schedule. Preliminary Engineering will also Include field work and subsequent meetings with City staff as required for preparation of site plans. Engineering and Design required tasks Include, but may not be limited to: Identify the locations where all of the above ground equipment and light standards will be installed. City shall provide topography maps. Identify where all the underground utilities are located to eliminate field conflicts. Utilize in-house Civil Engineering Coordinate with Southern California Edison from application filing through construction and until the installation is complete and system is energized from SCE. Proposal assumes electrical service upgrade at Morrison Park. Task 2: Design Development (30% plans) Design development will involve the development of electrical system Improvements for security lighting as outlined in the preliminary engineering phase to address project required tasks and shall include preliminary electrical engineering plans and cost estimate. Should project scope exceed available budget, project plans/specs icaflons will be value engineered or phased as appropriate. Engineering and design required tasks shall include, but may not be limited to: ■ Title Sheet (City provide template) • Electrical & Lighting plans ■ Photometrics • Panel schedules ■ Single line diagrams • Details and notes ■ Structural Calculations and details for lighting pole base foundations as required • Preliminary Cost Estimation Task 3: Construction Documents (85% and 100% plans) Construction Documents shall include finalizing Design Development plans, obtaining plan check approvals and securing permitting. This includes the provision of detailed engineering and construction ,AIDS GROUP Page 15 25B-28 Electrical Design Services for Various Park Locations RFP No. 18-031 drawings that will serve as the basis for both bid advertisement and construction. IDS will also provide updated cost estimate which shall reflect finalized plans, materials, systems, details of construction, and known or anticipated changes in the bidding market relative to the project. Engineering and design required tasks shall include, but may not be limited to: ■ Plans and Specifications (Contract Documents) shall be reviewed (with the City staff) at 85% and 100%. ■ Updated Cost Estimates shall be provided. Project phasing may need to be considered and Contract Documents may need to be structured accordingly pending available construction funding. • Review sets shall be provided in PDF format. ■ Final plans shall be provided in Micro Station V8i format and .pdf format. Technical Specifications shall be written using Microsoft Word. The City will provide the specification boller plate to IDS. Quantity calculations shall be provided for items that are applicable to this project, and prepare and provide cost estimates at milestone stages. ■ A list of contract pay items with the descriptions and estimated quantities shall be provided for inclusion in Bid Proposal and Definition of Bid Items of City Boiler Plate. • All plan sheets and the title sheet of the specifications, calculations and reports shall be signed and stamped, including license number and expiration date, by the Consultant's State of Califomia Registered Professional Engineer in the field of Electrical Engineering responsible for the project. ■ Coordinate plan check with the City of Santa Ana and other agencies including but not limited to City of Santa Ana Public Works Design and Parks Recreation & Community Services Division. Task 4: Bid Advertisement, Construction Administration, Record Drawings: If requested, IDS will provide support during bid advertisement and construction, and provide record drawings as described below. Bid Advertisement: If requested, IDS will: ■ Respond to written Requests for Information (RFI) to provide clarification or resolve discrepancies in the contract documents. Responses shall be completed within three (3) working days. • Review addenda. ■ Attend pre -bid meeting. Construction Support: All construction support work shall be at the request of and coordinated by the City of Santa Ana. As requested, Consultant shall: ■ Attend the pre -construction meeting. Review and approve submittals, as requested. If requested, IDS will complete submittal reviews within one (1) weeks of receipt. AA IDS GROUP Page 16 25B-29 Electrical Lighting Design Services for Various Park RFP No. 18-031 Provide periodic field reviews and bring to the attention of the City of Santa Ana any defects or deficiencies in the work by the construction contractor which the Consultant may observe. The Consultant shall have no authority to issue instruction on behalf of the City of Santa Ana, or to deputize another to do so. Be available as requested by the City to resolve discrepancies in the contract documents. Consultant shall bring to the attention of the City any defects or deficiencies in the work by the construction contractor which the Consultant may observe. Consultant shall have no authority to Issue instruction on behalf of the City, or to deputize another to do so. Furnish, at the consultant's sole cost and expense, all necessary drawings for corrections and change orders required by errors and omissions of the Consultant. Electronic files for the change orders shall be submitted to the city for duplication and distribution. Record Drawings /As -Built Plans: Upon completion of construction, the record drawings kept by the General Contractor shall be turned over to IDS for preparation of "as -built" plans. IDS shall incorporate all changes to the plans electronically with all necessary revision notations. Once plans have been updated, an electronic file shall be submitted to the City in Microstation V81 CADD and pdf formats of the final as -built drawings via CD, e-mail, or through an FTP site. City Responsibilities The City will be responsible for the following items: ■ Providing electronic topographic site plans as shown in Appendix, Attachment 5. ■ Furnishing electronic design file with City title block and title sheet (24" x 36") • Providing standard City boilerplate specification. ■ Processing plans for governmental agency approvals having jurisdiction over the project. • Providing support with the application process with Southern California Edison. ■ Acting as a liaison with the appropriate decision making bodies, as necessary. ■ Providing standard invoice template. Special Requirements: Morrison Park is funded with local funds; however, Pacific Electric Bike Trail and Saddleback View Park are funded through the U.S. Department of Housing and Urban Development, Community Development Block Grant Program (CDBG) and as such is subject to the conditions of the Funding Requirements. Proposer shall comply with all requirements as the projects pertain to the use of these funds. Refer to Attachment 4, included in the Appendix of this RFP. The Contract agreement for the two CDBG projects may be separated from the non-CDBG project. AA IDS GROUP Page 17 25B-30 n Servloes for Verlous Park LocaUons RFP No. 18-031 M-L F T #10J90AWAND Idv Isom �8,7139 JOVAA 0 [2 I l0d� i9d.0 i 'Tm ijitil Yv. d a- is WMINU 7m pwit Y'd . 9A2/14 lonfiff F.- Lown 71 adm mw/sltv�!ljlififia �fftk4-, 1 VdM.W .. 40 dni IS is v7 44 mdl9 moumk ady, 0 ww4iu,n Fdw Do. vR}e�1o3iL550Uty45avi Sett . .......... . F.pU P4.1 AAkIDSGFMUP Page IS 25B-31 Electrical Lighting Design Services for Various Park Locations Section 3: Fee Proposal Per the RFP instructions, our Fee Proposal Is included in a separate sealed envelope. A—AIDSGROUP RFP No. 18.031 Page 19 25B-32 Electrical Lighting Design Services for Various Park Locations RFP No. 18-031 Section 4- Certifications The following forms are Included in this submittal following this cover sheet: • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non-Dlscrimination Certificatlon AA IDS GROUP Page 20 25B-33 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid Is genuine and not collusive or sham; that the BIDDER has not directly or Indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or Indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to pun in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not In any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Orange Subscribed and swam to (or affirmed) before me on this: /'f day df 9" , 20� by S0.t d /fir/fh u proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature ryPubros�l cam0mis�sWnAIIBT My Comm. Eap:rer e u 5.2021 Notary Public Seal City of Santa Ana RFP 18.031 Page A3-1 25B-34 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERIUICATIONS 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 finds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm IDS Group, Inc. Signed and Printed Name: Title President Date June 5, 2018 City of Santa Ana RFP 18-031 Page A3-2 25B-35 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shalt 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 Oovernment 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 (I) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP 1t1.031 Page AM 25B-36 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed fora violation ofthe Chapter. Signed: Title: President Firm: IDS Group, Inc. Date: June 6, 2018 of Santa Ana RFP 18.031 Page A3A 25B-37 I Appendix A: Key Personnel Resumes Electrical Lighting Design Services for Various Park Locations RFP No. 18.031 Attachment A: Key Personnel Resumes Michael Reed Electrical Project Manager Mr. Reed has 28 years of electrical engineering experience in municipal, street lighting, parktrecreation, community centers, and commercial projects. He is versed in all California Title 24 lighting design requirements. Mr. Reed has provided electrical engineering services encompassing both design and field work forthousands of projects of which hundreds were directly for munlcipalitles. Education ■ Bachelor of Arts -Computer Science —Baltimore, MD • Cad Design — Fullerton, CA Professional Affiliations • International Dark -Sky Association (IDA) ■ Illuminating Engineering Society of North America (IESNA) Selected Project Experience • Arlington Heights Sports Complex, Riverside, CA • Audie Murphy -Ranch Sports Complex and Skate Park, Menifee, CA ■ Spirit Park, Menifee ■ Bellis, Boisseranc and San Antonio Parks Sports Lighting Replacement, Buena Park ■ Imperial Highway Greenbelt Improvements, Brea ■ Garvey Park Lighting Addition • Clara Park Expansions, Cudahy ■ Heroes Park at Spencer's Crossing, Murrieta ■ Mackay Park, Cypress ■ City of Irvine San Diego Creek Bike Trail Lighting Improvements: San Diego Creek to Culver, CIP 341302, Spectrum to 1-405 CIP 34150, 1-405 to Culver CIP 322920, and Peters Canyon CIP 341303 ■ PE Greenbelt Trail, Long Beach • Douglas Park, Long Beach • Arbor Vista Park, Temecula, CA ■ Larwin Park, Buena Park, CA AAJDS GROUP Page 25 25B-38 Appendix A: Key Personnel Resumes Electrical Lighting Design Services for Various Park Locations RFP No. 18-031 Robin O'Neil, PE Principal Electrical Engineer Mr. O'Neil has over 30 years of Electrical Engineering experience in commercial, municipal lighting and utility infrastructure projects. His expertise encompasses conceptual planning through final design. He has managed design projects throughout California, Arizona, Nevada, Texas and the Province of Ontario, Canada. His responsibilities have included the supervision of technical staff and management of the production of construction plans, specifications, cost estimates, schedules and bid contracts for Commercial, Industrial and Municipal Roadway illumination projects. His experience in PV design includes a 500kW PV system for Toyota's Corporate Headquarters In Torrance, CA. One of the largest privately funded LEED gold projects in the United States. Education ■ Bachelor of Science, Electrical Engineering, Rockville University, MD Professional Credentials ■ Professional Electrical Engineer, California (E18557) Selected Project Experience ■ Audis Murphy -Ranch Sports Complex and Skate Park, Menifee, CA ■ Clara Park Expansions, Cudahy • Mackay Park, Cypress • City of Irvine San Diego Creek Bike Trail Lighting Improvements: San Diego Creek to Culver, CIP 341302, Spectrum to 1-405 CIP 34150, 1-405 to Culver CIP 322920, and Peters Canyon CIP 341303 • PE Greenbelt Trail, Long Beach ■ Douglas Park, Long Beach ■ Arbor Vista Park, Temecula, CA • Larwin Park, Buena Park, CA AA IQStROUP Page 26 25B-39 Appendix A: Key Personnel Resumes Electrical Lighting Design Services for Vadous Park Locations RFP No. 18-031 Peter Gambino, PE, PLS, QSD Associate, Civil Engineer Mr. Gambino has a broad background in Civil Engineering, Land Surveying, and Public Works and site development and is responsible for managing the design and production of Civil Improvement Plans. Mr. Gambino provides technical guidance and mentoring to production staff to better provide clientele with civil engineering solutions that are Innovative, cost effective, timely, and consistent with the client's project schedule and budgets. Mr. Gambino is experienced in all phases of the design process and leads an experienced team of designers and consultants to ensure that design solutions effectively meet the clients and users' needs while adhering to schedules and budget constraints. Peter has extensive experience working with governmental agencies including projects for community centers, parks and recreation, civic/public buildings and educational facilities. Education ■ Bachelor of Science, Civil Engineering, California State University, Long Beach, CA Professional Credentials • Professional Civil Engineer: CA (#C55577) • Professional Land Surveyor: CA (PLS #7687) • Qualified SWPPP Developer (QSD) Selected Project Experience • City of Irvine San Diego Creek Bike Trail Lighting Improvements: San Diego Creek to Culver, CIP 341302, Spectrum to 1-405 CIP 34150, 1-405 to Culver CIP 322920, and Peters Canyon CIP 341303 ■ City-wide Park Assessments, Rialto, CA ■ County of Los Angeles, Castaic Sports Complex & Skate Park, Castaic, CA ■ County of Los Angeles, Civil Design of George Lane Skate Park, Quartz Hill, CA • Town Square Park Amphitheater, City of Murrieta, CA • Prefabricated Restroom and Community Room Building at Finkbiner Park, Glendora, CA: • Lower Shadow Oak Park Prefabricated Restroom and Parking Lot Facilities, West Covina, C • Renovation and Modernization of Restroom #9 Building at Irvine Regional Park, Orange, CA AA IDS GRouF Page 27 25B-40 Appendix B: References Electrical lighting Design Services for Various Park locations �Qr RFP No.18-031 Hassan (Hank) M. Bagherl, PhD, PE, LEED AP q Quality Assurance Hank has near 30 years of experience in conducting studies and design, teaching, and research in the mechanical engineering field with an emphasis In thermal and fluid sciences. Quality Assurance Manager responsible for quality assurance for the design and construction of different type facilities including parks, office and classroom buildings. His experience included reviewing consultants' calculations, designs, specifications, construction documents; submittals and shop drawings; provided technical expertise to administrative staff, project managers, and construction inspectors; coordinated university's requirements with design consultants and contractors, and oversee commissioning of new systems. Education ■ PhD, Engineering, Kansas State University ■ MS, Mechanical Engineering, Kansas State University Professional Credentials - Professional Mechanical Engineer, (CA) # M 26572 Selected Project Experience ■ City-wide Park Assessments, Rialto, CA ■ Town Square Park Amphitheater, City of Murrieta, CA ■ Prefabricated Restroom and Community Room Building at Finkbiner Park, Glendora, CA: "IDS GROUP Page 2e 25B-41 Appendix B: References Electrical Lighting Design Services for Various Park Locations RFP No. 18-031 Attachment B: References Design Services for Town Square Park Phase 1, 2, and 3 Murrieta, CA City of Murrieta Bob Kest, Project Manager 951.461.6115 City of Irvine San Diego Creek Bike Trail Lighting Improvements: San Diego Creek to Culver, CIP 341302, Spectrum to 1.406 CIP 34150, 1-405 to Culver CIP 322920, and Peters Canyon CIP 341303 Irvine, CA City of Irvine, Public Works Reza Jafari, Senior Project Manager 949.724.7545 San Diego River Project, Discovery Center at Grant Park San Diego, CA Mr. Rick Espana, AICP, Senior Associate Roesling Nakamura Terada Architects, Inc. 619.233.1023 Douglas Park Long Beach, CA Clark and Green Associates, Landscape Architects 150 Paularino Ave # 160, Costa Mesa, CA 92626 714.434.9803 Arbor Vista Park Temecula, CA BMLA, Inc., Landscape Architects 310 N Joy St, Corona, CA 92879 951. 737.1124 Larwin Park Buena Park, CA BMLA, Inc., Landscape Architects 310 N Joy St, Corona, CA 92879 951. 737.1124 A& IDS GROUP Page 29 25B-42 C EXHIBIT B eo IDS GROUP City of Santa Ana Electrical Lighting Upgrades Price Pacific Electric Bike Trail Saddleback View Park Morrison Park Total $64,420 $11,824 $18,019 Electrical Civil Structural Cost Est. $44,762 $5,300 $292 $1,666 $8,007 $649 $292 $476 $13,791 $1,060 $292 $476 $66,660 $7,009 $876 $2,618 $77,063 $1,800 $1,800 $1,800 $1,800 $7,200 $68,360 $8,809 $2,676 $4,418 $84,263 Peters Canyon Road, Suite 130, Irvine California 92606 ♦ T. 949.387.8500 ♦ F: 949.387.0800 www.idsgi.com 25B-44 IDS Group • Detailed tabor and Fee Smakgoym Citycr Santa Ana Electrical Lighting Design for Pacific Electric Bike Trill FEE PROPOSAL - IDS GROUP PRWECT FEE BY TASK BY PERSONNELy =T[. "'iosel:nnal "ry "�. "t acm ...•,._' _ ;j — ,aoss„mni • - , aae-aasu,.i Jts$.i-` •_ C. S,.''I �• � __®®tee®�� �®®®��i :.•.��®t>SBIi�!»R@96£®II`,Y�I�LBffi&I@U.SLi®I�YA�HIS�Bi�DiFIEi®i�ifl�Pl�l - �S'968�t�C9]Ei�'a2H.."GEHI;�BI?�E9�g`tJI�36�919�<�_:S�I�6�c3'6C3®��I21II01i annw.mn male: eWio. ee+ssa. mvnn..+e npA ms.i. ,d eu.m...as.semwaa=w.mq.¢.m mwae os mammas. 25B-45 IDS Group -Detailed Labor and Fee Breakdown city of Sank Ana Electrical Lighting Design for Seddleback View Pad, FEE PROPOSAL AA I DS GROUP ?1e9f4[1;ba13 +:-'.••9"'' usclNl --- •,, ,, u,nl- •- : ns ommJI r, v At r=. .. -nrsf-m,-,,+•.mrr�m'cb .,,�� � �^_:�,c.:i..'_".�,zc31.a.=�-�.^-,.i:,z�....:�.s."��. mm�y' �-..... ��ma000�o©mmmmmm�mmmmmmmm� ��mmoos�mmmmmmmm�mmmmmmmm� ��mo©mo�mmmmmmmm�mmmmmmmm� ��mommm�mmmmmmmm�ommmmmmm� ���000�o�mmmmmmmm�mmmmmmmm� .. e..... X• . .:ex. .., - _..i sh ...i^,r-�-a..'+s-f?k'"maw:z'^m.'.^-rce.�n-'`tt�..-..'�s�a.aua�"i,rw� ��mo©mm�mmmmmmmm�mmmm mmmm� ��m000m�mmmmmmmm�©mmmmmmm� ��_.,�m©mmm�mmmm�mmm�mmmmmmmm� ��_,�m©mmm�mmmmmmmm�mmmmmmmm� ��.'momoo�mmmm mmmm�mmmmm mmm� ��mmmmm�mmmmmmmm�mmmmmmmm� t- , •. ��®®�IDgi°ffi��YHO®@��®®iffi„^f�B��L��®E�DHIDg®�®83 Peln W rtatlu lmltla: dwo % p-Ip 69Nen..M nF,aeutm 6lrehe�uMnpnhnYYW.nheL�'�wll d WI,OYIMIa9 WItlW rtln 25B-46 IDS croup • Detailed Labor and Foe Breakdown City of ganfa Me Electrical Llghdng Design for Morrison Park FEE PROPOSAL AAA I DS GRouF - >P."+ + "losc�i,.L.rit oil Pi sn jff4 i.^. ®t•� osoi�':S'°h+:• t•ti ra .•-esrai�®®�mr�r®rz�a®�gm��s®��®e�ar�t�rs�eD�cetsxr��gmmzu ®tom®®®PSII.�®®C��l®6�♦ffi��2�De ®�FEL�H'.II➢t�ig�®®fiII:m PaMeuue'eehaea WM0.fb�19.hYery.eitl�eP�am Fa{weeavAnTr4 m4ge.W>ee.rY ee eYYtleluu i69tlnmrEnw 25B-47 EXHIBIT C Appendix ATTACHMENT 4 FUNDING REQUIREMENTS COMMUNITY DEVELOPMENT BLOCK GRANT SECTION 3 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 further acknowledges that it is not on the list of debarred Consultants. 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's activities and performance, to books, documents and papers, and the right to examine Consultant agrees that if Consultant expends Five Hundred Thousand Dollars ($500,000.00) or more in federal funds, Consultant shall have an annual 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, etseg. H. Access to Records. City and the United State Government and/or their representatives shall have access for purposes of monitoring, auditing, and examining 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 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. City of Santa Ana RFP 18-031 Page A4-1 r 1. Location of RecorosiRequired Lengiu of Record Beeping. Ail accounting records, repons, 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 the Project in conformity with the CDBG Reg's. 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, shal be retained beyond the five (5) 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. 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. Consultant shall submit a signed certification to City prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of City to pay any sums to Consultant under the terms and conditions of this 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. K 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 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 employee, agent, consultant, officer, or elected or appointed official of City, or of any designated public agencies, or the Consultant. L. Drug Free Workplace. Consultant certifies that it has established the following drug -free workplace policy. 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. City of Santa Ana RFP 18-031 Page A4-2 25B-49 i. As an employee working in conjunction wish a leaerally lunded program, ore employees of Consultant will be required to: 1. Abide by the terms above in statement 1. 2. 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. M. Nondiscrimination. Consultant agrees that no person on the ground of race, age, color, disability, national origin, 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. N. Conflict of Interest. The Parties shall ensure compliance with all applicable conflict of interest laws including, without limitation, the Fair Political Practices Act and Government Code section 1090, et seq. Any conflict or potential conflict of interest of any officer of Consultant shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by Consultant to City regarding any changes or modifications to its board of directors and list of officers. O. Prohibition of Nepotism. Consultant agrees not to hire or permit 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. City of Santa Ana RFP 18-031 Page A4-3 25B-50 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE LEGAL SERVICES AGREEMENT WITH ATKINSON, ANDELSON, LOYA, RUUD & ROMO, APLC, RELATED TO ADMINISTRATIVE AND LITIGATION MATTERS FOR PERSONNEL, POLICE, AND GENERAL LIABILITY (STRATEGIC PLAN NO. 1,3,4,5) _ CIT, MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute on -call legal services agreement with the law firm of Atkinson, Andelson, Loya, Ruud & Romo, APLC, ("AALRR") related to administrative and litigation matters concerning general liability, personnel and police for a three (3) year term ending on August 20, 2021, with an option to extend the term for up to one (1) year, in an amount not to exceed $500,000, including any extension period, subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION The City Attorneys Office (CAO) handles and manages a variety of transactional and litigation matters. From time -to -time, the CAO will refer administrative and litigation matters to outside law firms with specialized expertise. There is an ongoing need for legal services related to administrative and litigation matters for personnel, police, and general liability as these matters often involve multiple parties, current and former employees and complex legal issues where specific expertise is required to defend the City, its employees and its officials. In specific, the proposed firm would be brought in to act as lead counsel in the matter of Rojas v. City of Santa Ana. On October 17, 2017, the City Attorney's Office engaged the law firm of Grossberg & Hoehn to represent the City in the Rojas matter. On July 26, 2018, the City Attorneys office was formally notified by Mr. Grossberg that, due to unforeseen medical issues with an attorney in his office, that Grossberg & Hoehn could no longer represent the City in this litigation. The City Attorney's Office immediately began searching for new counsel and selected AALRR due to AALRR's decades of experience representing public entity clients in all aspects of labor 25C-1 Legal Services Agreement — Atkinson, Andelson, Loya, Ruud & Romo August 21, 2018 Page 2 and employment matters. They represent cities, counties, housing authorities, transit agencies, California administrative agencies, water districts, and other special districts. The firm also represents law enforcement and fire agencies The proposed agreement will authorize the City Attorney to call upon AALRR for legal services as necessary to defend the City in the Rojas litigation or respond to other litigation or administrative matters. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal No. 1 Community Safety, Goal No. 3 Economic Development, Goal No. 4. Government Financial Stability, and Goal No. 5 Community Health, Livability, Engagement and Sustainability. FISCAL IMPACT The Personnel Department's Risk Management Liability Fund Account (Account No. 08009051- 62302) will be used to pay for the proposed contractual legal services. The costs for the Fiscal Years are projected as follows for a total amount of $500,000.00: FY 2018-19 200,000 FY 2019-20 200,000 FY 2020-21 100,000 APPROVED AS TO FUNDS AND ACCOUNTS: Sonia R. C Iho Sergio idal j1�I City Attorne Assistant Director City Attorne 's Office Finance & Management Services Agency Steven Pha Executive Director, Human Resources Exhibit: 1. Legal Services Agreement for Atkinson, Andelson, Loya, Ruud & Romo, W-aXRI 25C-2 LEGAL SERVICES AGREEMENT WITH ATKINSON, ANDELSON, LOYA, RUUD & ROMO, ALPC This AGREEMENT, made and entered into this 21st day of August, 2018, by and between Atkinson, Andelson, Loya, Ruud & Romo, a Professional Law Corporation ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). RECITALS A. The City of Santa Ana and the City Attorney's Office desire to employ Attorneys to assist the in-house attorneys for the City ("City Attorney") in the provision of legal services to the City, for administrative and litigation related matters by a firm with specialized expertise. Specifically, Attorneys would be brought in to act as lead counsel representing the City in the matter of Rojas v. City of Santa Ana and to provide other general labor and employment work as requested by City Attorney, and, B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to administrative and litigation matters concerning general liability, personnel and police matters, and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS On an as -needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with litigation filed against the City, for general advice and legal review on a case -by -case basis when urgent matters arise in relation to personnel, police or general liability to defend the City, its employees and its officials. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services according to the following: Partners will be billed at the rate of $325 to $395 an hour (depending on years of experience) and $225 to $275 an hour (depending on years of experience) for all Associates. Time will be billed in 1/10th of an hour increments. The 2018 hourly rate for Irma Rodriguez Moisa is $350 and the 2018 hourly rate for Alfonso Estrada is $325. Paralegals will be billed at the rate of $190 an hour. b. The total sum to be expended under this Agreement shall not exceed $500,000, including any extension periods. C. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. In-house printing, 25C-3 copying, and reproduction charges will be reimbursed at the rate of 20 cents per page. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. Payment shall be made by City on all proper statements evidencing acceptable work performed prior to the start date of this Agreement. At Attomeys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. _REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including, but not limited to, trial date, filing of motions for summary judgment, hearing date for motion for summaryjudgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: a. 45 day initial evaluation of case and budget; and b. Pre-trial report 90 days before trial. 6. TERM The term of this Agreement shall commence on the date first written above and terminate on August 20, 2021, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a. writing- executed by both parties, including the City Manager and the City Attorney. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 25C-4 8. INSURANCE Attorneys shall provide to the City Attorney proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent performance related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attomey-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys' retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys may currently or in the future represent one or more other clients in matters involving the City. Attorneys undertake this engagement on the condition that Attorneys may represent another client in a matter in which the Attorneys do not represent the City, even if the interests of the other client are adverse to those of City, provided the other matter is not substantially related to the Attorney's representation of City and in the course of representing City, Attorneys of the Firm have not obtained confidential information of City material to the representation of the other client ("Permitted Adverse Representation"). City's consent to this arrangement is required because of its possible adverse effects on performance of the Attorney's duties as attorneys to remain loyal and available to those other clients and to render legal services with vigor and competence. Also, if an attorney does not continue an engagement or must withdraw therefrom, the client may incur delay, prejudice or additional cost such as acquainting new counsel for the matter. City agrees not to seek to disqualify the Firm from representing such other client in any Permitted Adverse Representation. 3 25C-5 12. ARBITRATION AND WAIVER OF JURY TRIAL The parties agree that all disputes which arise between the City and Attorneys, whether financial or otherwise regarding the attorney - client relationship, shall be resolved by binding arbitration. Each side shall bear their own costs and attorneys' fee s. The parties agree to waive their right to a jury trial and to an appeal. 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Irma Rodriguez Moisa, Esq. ATKINSON, ANDELSON, LOYA, RUUD & ROMO, ALPC 12800 Center Court, Ste. 300 Cerritos, CA 90703 Facsimile (562) 653-3333 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, 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 Attorneys. The parties agree that any terms or conditions of any purchase order or other 25C-6 instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys 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 parties, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 16. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions. 17. DISCRIMINATION Attorneys 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. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 20. COUNTERPARTS: SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City 25C-7 further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 21. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Maria D. Huizar Clerk of the Council RECOMMENDED FOR APPROVAL: SONIA R. CARVALHO City Attorney's Office APPROVED AS TO FORM: SONIA R. CARVALHO CITY OF SANTA ANA Raul Godinez II City Manager ATKINSON, ANDELSON, LOYA, RUUD & ROMO, ALPC M Irma Rodriguez Moisa, Esq. Partner 25C-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE AN AGREEMENT AMENDMENT WITH VALLEY MAINTENANCE CORPORATION FOR EXPANDED CUSTODIAL SERVICES AT PARK RESTROOMS AND INCLUDE THE ROOSEVELTIWALKER COMMUNITY CENTER {STRATEGIC PLAN NO. 6, 113} ta� RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Valley Maintenance Corporation to provide expanded custodial services at park restrooms and include the Roosevelt/Walker Community Center into the base agreement by increasing the annual agreement amount by $186,200 (prorated at $139,650 for the remaining portion of current term), which includes a 10% contingency, from September 1, 2018 through May 31, 2019, with two, one-year renewal options, for a total cost (original and amendments) of $1,653,536 over the term of the contract, including renewals, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On May 16, 2017, the City of Santa Ana awarded an agreement to Valley Maintenance Corporation for custodial services at park restrooms and park facilities. Due to the heavy use of city parks, the City wishes to increase services at park restrooms from once per day to twice per day service. The annual cost for custodial services at park restrooms is $141,072, annually, for once per day service. Increasing the service to twice per day will increase the annual price by $141,072. In order to address the urgent need, City staff has already directed the custodial company, through contingency available in the agreement, to begin twice per day service at various parks in the City with a focus on those with sports fields, which started on August 1, 2018. All the park restrooms will receive increased service starting September 1, 2018. Additionally, in June 2018, the City opened a new community center, Roosevelt/Walker Community Center. Valley Maintenance Corporation has been maintaining this facility as authorized extra work with the use of contingency funds included the original agreement. The cost of providing custodial services at the Roosevelt/Walker Community Center will be $28,200, annually. Included the agreement will also be an additional $16,928, annually, as a contingency for unforeseen circumstances. 25D-1 Agreement Amendment with Valley Maintenance Corporation August 21, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City assets), Strategy 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). FISCAL IMPACT Funds are available in the following accounts for the specified fiscal year of the initial term: Accounting Unit Maintenance (no. 0111 FY18/19 139,650 Funds are available and will be budgeted in the following accounts for the specified years of the two, one-year renewal terms: Unit PRCSA-Park Maintenance (no. 01113250-62320) `Bark§, Recreation and Community Services Agency Exhibit: 1. Agreement Amendment FY 18/19 FY19/20 FY20121 $15,517 $186,200 $170,683 APPROVED AS TO FUNDS AND ACCOUNT: Sergio Vidal FQ (25D) Assistant Director Finance and Management Services Agency 25D-2 SECOND AMENDMENT TO AGREEMENT WITH VALLEY MAINTENANCE CORPORATION FOR JANITORIAL SERVICES AT PARK RESTROOMS AND PARK BUILDINGS THIS SECOND AMENDMENT effective as of the 21 st day of August, 2018, by and between-VdlleyMaintenance Corporation (hereinafter "Valley") and the City of Santa Ana ("City"), a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. RECITALS 1. On June 1, 2017, City and Valley entered into Agreement No. A-2017-125 ("Agreement') for janitorial services for park restrooms and park buildings. The Agreement was from June 1, 2017 to May 31, 2019 with two (2) one-year options for renewal. 2. On May 15, 2018, City and Valley entered into the First Amendment No. A-2018-124 to add additional services to the Agreement for Pacific Electric Park and the Zoo Animal Hospital effective June 1, 2018 at an additional cost of $26,823 per year and an annual agreement not to exceed amount for each year of $290,508. 3. The parties now wish to amend the Agreement to add additional services at the Roosevelt -Walker Community Center and to increase the daily cleanings at designated City park restrooms to twice a day and increase the compensation to pay for those services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, of the Agreement will be amended to add Exhibit C attached hereto detailing the new services to be provided at the Roosevelt -Walker Community Center and increasing daily cleaning of restrooms at all listed City Parks under the Agreement starting September 1, 2018. 2. Section 2, COMPENSATION, of the Agreement will be amended to add the following: a. An additional $126,954 plus a 10% contingency of $12,696 for September-1, 2018 to May 31, 2019 for a total annual not to exceed amount of $430,158; b. (Optional first year renewal) An additional $169,272 plus a 10% contingency of $16,928 for June 1, 2019 to May 31, 2020 for a total annual not to exceed amount of $476,708; c. (Optional second year renewal) An additional $169,272 plus a 10% contingency of $16,928 for June 1, 2020 to May 31, 2021 for a total annual not to exceed amount of $476,708; and d. Total agreement not to exceed amount of$1,653,536 including all optional renewals. EfiBT 1 Except as modified by this Second Amendment, the terms and conditions of the Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement 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: &w'ta- /A,.�19/�t )1 l Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Ralph J. Nufiez Interim Executive Director, Parks, Recreation and Community Services Agency CITY OF SANTA ANA Raul Godinez, II. City Manager VALLEY MAINTENANCE CORP. By: Title: EXHIBIT 1 25D-4 Exhibit C am" VALLEY MAINTENANCE CORP VALLEY MAINTENANCE CORP. 10002 Pioneer Blvd. Suite 101 Ca. 90670 TEL: (562) 948-3020 Fax: (562) 948-3081 SERVICE AGREEMENT Janitorial Services 1. WORK SCHEDULE Listed City Park Restrooms 2ntl cleanings services 7 days a week Monday through Sunday 2. TIME OF SERVICE Between 12:00 A.M. to 3:00 P.M. or Time the management requests LOCATION 3. JOB LOCATIONS Listed City of Santa Ana Park Restrooms 4. WORK SPECIFICATIONS Per existing service contract work specification 5. SUPPLIES Cleaning supplies will be supplied by: VMC Restroom supplies & trash liners will be supplied by: VMC 6. SERVICE CHARGE THE SERVICE CHARGE(S) FOR ABOVE DESCRIBED SERVICES $ 141,072.00 Per Annual ($11,756 Per Month) 7. GUARANTEE You are respectfully requested to examine the results of our work and if you find our workmanship and finished results to be less satisfactory, please call VMC immediately so we will correct the matters within 1 hour. 9. ACCEPTANCE Please indicate your approval by signing the acceptance line below. DATE OF SUBMISSION July 9, 2018 OF SERVICE AGREEMENT Valley Maintenance Corp. City of Santa Ana Exhibit C CITY OF SANTA ANA PARK RESTROOMS District 1 Address Contract Price 2nd Clean Price Campesino 3311 W. 5th St. $ 352.00 $ 352.00 Edna 2140 W. Edna Dr. $ 352.00 $ 352.00 El Salvador 1825 W. Civic Center Dr. $ 352.00 $ 352.00 Riverview 1823 W. 19th St. $ 352.00 $ 352.00 Rosita 706 N. Newhope St. $ 352.00 $ 352.00 District 2 Angels 914 W. 3rd St. $ 352.00 $ 352.00 Cabrillo 1820 E. Fruit St. $ 352.00 $ 352.00 Fisher Restroom 2501 N. Flower St. $ 352.00 $ 352.00 Fisher Cabin 2501 N. Flower St. $ 352.00 $ 352.00 Logan/Chepa's 1009 N. Custer St. $ 352.00 $ 352.00 Portcla 1750 E. Santa Clara Ave. $ 352.00 $ 352.00 Santiago RR "A" 510 E. Memory Lane $ 230.00 $ 230.00 Santiago RR "B" 510 E. Memory Lane $ 230.00 $ 230.00 Santiago Cabin 510 E. Memory Lane $ 200.00 $ 200.00 District 3 Delhi 2314 S. Halladay St. $ 432.00 $ 432.00 Madison 1434 S. Standard Ave. $ 432.00 $ 432.00 Memorial 2102 S. Flower St. $ 432.00 $ 432.00 Sandpointe 3700 S. Birch St. $ 432.00 $ 432.00 Pacific Electric 400 E. MaHaden $ 432.00 $ 432.00 District 4 Adams 2101 W. Warner Ave. $ 432.00 $ 432. 00 Centennial "A" 3000 W. Edinger Ave. $ 400.00 $ 400.00 Centennial "B" 3000 W. Edinger Ave. $ 400.00 $ 400.00 Centennial "C..3000 W. Edinger Ave. $ 400.00 $ 400.00 Centennial HGHS 3000 W. Edinger Ave. $ 432.00 $ 432.00 DYSC "A" 3000 W. Edinger Ave. $ 540.00 $ 540.00 DYSC "B" 3000 W. Edinger Ave. $ 300.00 $ 300.00 Heritage 4812 W. Camille St. $ 432.00 $ 432.00 Jerome 2101 W. Mcfadden St. $ 432.00 $ 432.00 Santa Anita 300 S. Figueroa St. $ 432.00 $ 432.00 Thornton 1801 W. Segerstrom $ 432.00 $ 432.00 Windsor 2915 W. La Verne Ave. $ 432.00 $ 432.00 Total 0$,�.;Al-756?003 1 $ 11,756.00 EXHIBIT 1 25D-6 Exhibit C VALLEY MAINTENANCE CORP VALLEY MAINTENANCE CORP. 10002 Pioneer Blvd. Suite 101 Ca. 90670 TEL: (562) 948-3020 Fax: (562) 948-3081 SERVICE AGREEMENT Janitorial Services 1. WORK SCHEDULE Janitorial services .da a on.a throu h'Sat r a 2. TIME OF SERVICE After 10 PM between 10:00 P.M. to 5:00 A.M. LOCATION 816 East Chestnut Ave. Santa Ana, 3. JOB LOCATIONS Roosevelt -Walker Community Center 4. WORK SPECIFICATIONS Per existing service contract work specification 5. SUPPLIES Cleaning supplies will be supplied by: VMC Restroom supplies & trash liners will be supplied by: VMC 6. SERVICE CHARGE THE SERVICE CHARGE(S) FOR ABOVE DESCRIBED SERVICES 2139Q1Per Ifllintti 7. GUARANTEE You are respectfully requested to examine the results of our work and If you find our Workmanship and finished results to be less satisfactory, please call VMC immediately so the we will correct the maters within 1 hour. 9. ACCEPTANCE Please indicate your approval by signing the acceptance line below. EFFECTIVE STARTING DATE APPROVED DATE Valley Maintenance Corp. City of Santa Ana EZCI BIJ 25D-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE A MEMORANDUM OF UNDERSTANDING WITH THE UNITED STATES GEOLOGICAL SURVEY WESTERN ECOLOGICAL RESOURCE CENTER TO COLLABORATE ON RESEARCH, EDUCATION, AND OUTREACH PROGRAMS AT THE SANTA ANA ZOO (STRATEGIC PLAN NO. 2, 2E) 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 and Clerk of the Council to execute a memorandum of understanding with the United States Geological Survey Western Ecological Resource Center to collaborate on research, education and outreach programs in the field of resource conservation and environmental science at the Santa Ana Zoo for a five-year period from October 22, 2018 through October 21, 2023, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Zoo at Prentice Park's mission statement is "The'Santa Ana Zoo, through fun, adventure, and learning, empowers the community to save wildlife and wild spaces." Without successful partnerships, the Santa Ana Zoo could not fully achieve its mission. By partnering with local conservation organizations, the Zoo is able to enhance its ability to provide animal care and zoo educational opportunities. Partnering with the local field station of the United States Department of the Interior, Geological Survey, Western Ecological Resource Center (USGS) helps the Zoo meet its goal of providing viable conservation programs, a requirement for Association of Zoos and Aquariums accreditation. This partnership has facilitated the Zoo to become more involved in conservation programs and the USGS is able to utilize the Zoo's facilities for their research. In 2017, Zoo staff joined a conservation program for the endangered mountain yellow -legged frog, which is facilitated by USGS. The frog is native to the upper reaches of the Santa Ana River Watershed and is a direct connection to water conservation and our local environment. A small breeding laboratory exists on -site at the Zoo. 25E-1 Memorandum of Understanding with the United States Geological Survey Western Ecological Resource Center August 21; 2018 Page 2 In addition to partnering on active conservation programs, USGS staff have access to the Zoo's education classrooms to teach habitat restoration workshops and wildlife lectures. Zoo visitors and the community benefit from the increased education programs and local conservation efforts provided by the USGS at the Zoo. The USGS serves the nation by developing reliable scientific information used to promote wise management of the nation's natural resources that promotes the health, safety, and well-being of the people. Because of the diversity of environments and natural resource issues within Southern California, the USGS and Zoo have a mutual and evolving interest in cooperative research projects and operational programs in the area of environmental sciences. In 2013, the City Council approved a Memorandum of Understanding with USGS and the Zoo has since served as the home office for the area's field biologists and several researchers. This agreement continues the relationship that began in 2013 for another five-year term. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #2 - Youth, Education, Recreation, Objective #2 (Expand youth programming), Strategy E (Partner with outside agencies and secure funding to rehabilitate zoo exhibits and expand the Santa Ana Zoo). FISCAL IMPACT is no fiscal i act as ociated with this item. J. Barks, Recreation and Services Agency Exhibit: 1. Memorandum of Understanding 25E-2 MEMORANDUM OF UNDERSTANDING BETWEEN SANTA ANA ZOO AND U.S. GEOLOGICAL SURVEY, WESTERN ECOLOGICAL RESEARCH CENTER This Memorandum of Understanding (MOU) is entered into on this 21 st day of August, 2018 by and between the U. S. Geological Survey (USGS), Western Ecological Research, Center, (hereinafter referred to as WERC), and the City of Santa Ana, a charter city and municipal corporation "City"), on behalf of the Santa Ana Zoo at Prentice Park (hereinafter referred to as SAZOO). ARTICLE I. RECITALS A. The USGS authority to enter into this MOU is pursuant to Public Law 99-591 that bestows permanent authority on the USGS to prosecute projects in cooperation with other agencies, Federal, state, and private. 43 U.S.C. section 36c. B. Since 2013, the parties have had an MOU establishing facilities at the SAZOO for use by USGS. The parties, USGS and City have also shared research germane to the missions of both entities. C. This MOU between the U.S. Geological Survey, Western Ecological Research Center (USGS-WERC) and City will continue to provide facilities on SAZOO premises for use by USGS subject to terms and conditions outlined below. D. This MOU will continue the relationship between the parties whereby USGS conducts some research which it shares with the City and SAZOO. E. This MOU is in the best interest of both of the parties, as it will serve to minimize duplication of efforts and lead to a cost savings and increased efficiency to the parties. F. USGS-WERC is able to provide the services, which cannot be provided as conveniently and cost effectively by a commercial enterprise. ARTICLE H. BACKGROUND AND OBJECTIVES A. SAZOO is very active and has similar interests as WERC in local, state, and international conservation. B. It is the mutual desire of SAZOO and WERC to work together for the common purpose of providing research, education and outreach programs in the field of resource conservation and environmental science at the Zoo. C. For and in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereto do hereby agree to the following terms and conditions. Page 1 of 8 25E-3 ARTICLE III. TERMS AND CONDITIONS A. WERC agrees to: 1. Cooperate with the SAZOO to identify, prioritize and coordinate research activities necessary to address conservation needs. 2. Conduct quarterly ecology based educational lectures/workshops presented by WERC scientists and/or similar professionals, which will be free to the general public, students and/or other groups as approved by the Zoo Manager. 3. WERC shall comply with all official Zoo policies with respect to the Association of Zoos and Aquariums, U.S. Department of Agriculture, California Department of Fish and Wildlife, and other federal, state and local regulations affecting the programs offered pursuant to this Agreement. 4. WERC will provide a representative for the SAZOO's safety committee. 5. Work closely with SAZOO staff with active research programs of the Principal investigators, currently Robert Fisher and Erin Boydston, and their field assistants. 6. Provide a representative to the SAZOO's research and conservation team. 7. Provide SAZOO opportunities for discussion of WERC research directions. 8. Develop and review proposals for research and monitoring activities to be carried out in and around Orange County. 9. Provide SAZOO with research results and other available natural resource information relevant to resources management as available and appropriate. 10. Maintain files on current and past research activities that involve SAZOO. 11. Actively participate in regional planning, assessment and research activities where the goal is to improve regional ecosystems approaches to land management, including improved integration of SAZOO interests and actions with surrounding landowners. 12. Assure the adherence of WERC staff to the guidelines and requirements identified by SAZOO as applicable to research activities conducted in surrounding SAZOO lands. 13. Designate a representative from WERC to act as liaison between WERC and SAZOO to receive communications regarding conduct of studies and activities. 14. WERC agrees to pay for their proportional utility costs (electricity, gas, water and sewer) in support of WERC operations at the SAZOO through a separate billing document. Page 2 of 8 25E-4 B. SAZOO agrees to: 1. Permit and encourage WERC scientists and WERC-sponsored research within SAZOO, including issuance of appropriate permits. 2. Provide space and utilities for office facilities„ equipment storage, government and personal vehicles, for WERC science staff working at SAZOO. Four (4) parking spaces will be provided and designated as parking spaces for said government vehicles. 3. Provide administrative and operational support to WERC staff to the level and extent that it forwards the mutual goals of each party. 4. Permit use of SAZOO office, vehicles, lab, field, and office equipment by WERC staff when in the mutual interest of both parties. 5. Provide WERC access to resource data, (e.g. geologic, hydrologic, vegetative, atmospheric, wildlife, cultural, etc.) when it is relevant to research studies. 6. Use WERC staff to provide scientific review of research, inventory, and monitoring proposals. C. WERC and SAZOO jointly agree to: 1. Cooperate in identifying needs and developing priorities for research and inventory projects on SAZOO lands. 2. Mutually develop natural resources data for the SAZOO. 3. Work together to assure effective application of research results into SAZOO resources management. 4. Provide annual evaluation to each other regarding the status and effectiveness of WERC-SAZOO working relationships. 5. Cooperate in developing suitable facilities for WERC staff conducting fieldwork on SAZOO and neighboring lands. 6. Assist the City in analyzing relevant pathology samples as determined on cooperative projects. 7. In cooperation with City staff, work to increase public awareness of the WERC mission and cooperative City/WERC conservation/ research programs. Such public awareness campaign may include press releases, scientific papers and permanent signage at the Zoo. 8. Abide by the terms of the permit for environmental science studies attached hereto as Exhibit A and incorporated by reference. Page 3 of 8 25E-5 ARTICLE IV. TERM OF MOU This MOU shall commence on October 22, 2018 and continue for a period of five (5) years until October 21,-2023, unless earlier terminated pursuant to Article VI. This Agreement may be renewed by mutual agreement of the parties. ARTICLE V. NON -FUNDING OBLIGATING DOCUMENT Nothing in this MOU shall obligate the SAZOO and WERC to obligate or transfer any funds. Specific work projects or activities that involve the transfer of funds, services, or property among the various agencies and offices of SAZOO and WERC will require execution of separate agreements and be contingent upon the availability of appropriated funds. Such activities must be independently authorized by appropriate statutory authority. This MOU does not provide such authority. Negotiation, execution, and administration of each such agreement must comply with all applicable statutes and regulations. This MOU does not create an actual or implies intention, or requirement for WERC to enter into a contract or an assistance agreement. ARTICLE VI. KEY OFFICIALS Key officials for the administration of this MOU shall be: SAZOO: Ethan Fisher, Zoo Manager Santa Ana Zoo 1801 E. Chestnut Ave. Santa Ana, CA 92701 714-647-6546 Ray Cosper, Zoo Curator Santa Ana Zoo 1801 E. Chestnut Ave. Santa Ana, CA 92701 714-647-6546 Ralph Nunez Interim Executive Director PRCSA 26 Civic Center Plaza (Main Library, 2"d Floor) Santa Ana, CA 92702 714-571-4200 WERC: Tina Palmer, Administrative Officer Western Ecological Research Center 3020 State University Drive Modoc Hall, Ste 4004 Sacramento, CA 95819 (916) 278-9488 Robert N. Fisher, Principal Investigator (Pl) Western Ecological Research Center Page 4 of 8 25E-6 San Diego Field Station 4165 Spruance Road San Diego, CA 92021 (619)225-6422 Erin E. Boydston, Principal Investigator (PI) Western Ecological Research Center San Diego Field Station 401 W. Hillcrest Dr. Santa Monica Mtns National Park Thousand Oaks, CA 91360 (805)370-2362 ARTICLE VII. TERNHNATION Either party may terminate this Agreement by providing one hundred twenty (120) days written notice to the other party. ARTICLE VHI. LIABILITY A. WERC shall cooperate, to the extent allowed by law, in the submission of claims pursuant to the Federal Tort Claims Act (28 USC § 1346(b), 2671 et seq.) against the United States for personal injuries or property damage resulting from the negligent or wrongful act or omission of any employee of the United States while acting within the scope of his or her employment. B. Both parties shall protect, defend, indemnify and save and hold harmless each other, their respective officers, officials, employees, and agents from and against any and all liability, loss, expenses (including reasonable attorney's fees) or claims for injury or damages arising out of each other's performance of this MOU to the extent that such liability, loss, expense, attorney's fees or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the respective parties, their officer, agents or employees. ARTICLE IX. INSURANCE A. Prior to undertaking any performance of work under this MOU, WERC shall require its subcontractors, if any, to obtain and maintain insurance as described below: 1. Commercial General Liability Insurance. Sub -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 subcontractors' operations in the performance of this MOU, 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 Page 5 of 8 25E-7 $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. 2. 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. 3. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, if subcontractor 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 MOU, subcontractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 4. If subcontractor 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. 5. The following requirements apply to the insurance to be provided by subcontractor pursuant to this section: a. Subcontractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. b. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. c. 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. d. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. 6. Subcontractor shall supply City with a fully executed additional insured endorsement. 7. If Subcontractor 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. Contractor agrees to indemnify the City for any work performed prior to approval of insurance by the City. Page 6 of 8 25E-8 B. It is understood by the parties that WERC and City are self -insured. WERC will provide evidence of self-insurance in the form of a letter in a form acceptable to the City prior to any work being performed under this MOU. ARTICLE X. MISCELLANEOUS PROVISIONS A. This Agreement in no way restricts WERC from participating in similar activities or arrangements with other public and private agencies, organizations, or individuals. B. Liens. WERC will not permit any mechanics' or materialmens' or other liens to stand against the Facilities by reason of any use or occupancy by WERC, or any person claiming under USGS. C. Non -Discrimination. WERC shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities, or participation in programs. WERC affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. D. Governing Law. This Agreement shall be construed and interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of California, without regard to conflicts of laws principles. 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. E. Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable tern or provision had never been contained herein. F. WERC's Equipment and Personal Property. WERC shall hold title only to WERC's equipment and personal property. All of WERC's equipment and personal property shall remain the property of WERC and are not fixtures. WERC has the right to remove all of its equipment or personal property at its sole cost and expense on or before the expiration or termination of this Agreement; provided that such removal shall be done in a professional and careful manner, without interference or damage to any other equipment, structures or operations on the Zoo Premises, including the use of the Zoo Premises by City or any of City's, assignees, licensees or lessees. Page 7 of 8 25E-9 IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed by and through their authorized officers the day, month and year first written above. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR RAUL GODINEZ, II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By. Laur A. Rossini Senior Assistant City Attorney U.S. GEOLOGICAL SURVEY RECOMMENDED FOR APPROVAL: RALPH NUNEZ Interim Executive Director- Parks, Recreation WERC Center Director And Community Services Agency Page 8 of 8 25E-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE ON -CALL AGREEMENTS TO NINYO & MOORE AND KMEA FOR ENVIRONMENTAL SITE ASSESSMENT AND TO NINYO & MOORE AND TERRACON FOR HAZARDOUS MATERIALS SURVEYS AND REPORTING (NON -GENERAL FUND) {STRATEGIC PLAN NO. 6, 1G} CITY M AGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1bt 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 four on -call environmental service agreements with the firms listed below to perform the activities listed for three-year terms beginning August 21, 2018, and expiring August 20, 2021, each with provisions for two one-year extensions exercisable by the City Manager and the City Attorney, for a total not -to -exceed amount of $149,850 listed for each firm over the entire life of the agreement, which includes an 11 percent contingency in the amount of $14,850, subject to nonsubstantive changes approved by the City Manager and the City Attorney: Service / Firm Total Contract Amount Environmental Site Assessment 1. Ninyo & Moore Geotechnical & $149,850 Environmental Sciences Consultants (Ninyo & Moore) 2. KMEA $149,850 Hazardous Materials Surveys and Reporting 3. Ninyo & Moore Geotechnical & $149,850 Environmental Sciences Consultants 4. Terracon Consultants, Inc. $149,850 (Terracon) Total Aggregate Amount: $599,400 25F-1 Agreements for Various On -call Environmental Services August 21, 2018 Page 2 DISCUSSION On May 8, 2018, the City issued a Request for Proposal (RFP 18-043) for on -call environmental services to perform Phase I and Phase II Environmental Site Assessments (ESA), Pre -Demolition Surveys for Hazardous and Contaminated Buildings and Sites, and preparation of the necessary reports on an as -needed basis. These services are required to augment City staff efforts with specific expertise in the specialty areas of various environmental services to complete timely delivery of the Capital Improvement Program (CIP) projects, including street, infrastructure, parks, and facilities projects. RFP number 18-043 was posted on the City's online e-procurement portal, PlanetBids, as well as the City website. A total of 36 proposals were received. Two, separate, four -member evaluation panels comprised of Public Works Agency staff reviewed and ranked the submittals received. The proposals were ranked based on experience, qualifications, project understanding, as well as the overall proposal package. The tables below summarize the consulting firms and their total scores for Specialty Areas Al and A2: Environmental Site Assessment (Phases I and IU — Specialty Area (Al) (Highest to Lowest) Rank Firm Score 1 Ninyo & Moore 94 2 KMEA 91 3 EarthCon 87 4 Rincon 86.5 5 EFI Global 86 6 TAIT 85 7 EEC Environmental 84 8 GHD 83.5 9 Fortius Quo Fidelis 83 10 Cardno, Inc. 82.5 11 Group Delta 82 12 Rubicon 81.5 13 Converse Consultants 81 14 Leighton 81 15 Terraphase 80 16 Michael Baker 79 17 PSI 78 18 Bainbridge Environmental 77 19 AESCO 76 25F-2 Agreements for Various On -call Environmental Services August 21, 2018 Page 3 Hazardous Materials Surveys — Specialty Area (A2) (Highest to Lowest) Rank Firm Score 1 Ninyo & Moore 91.8 2 Terracon 90 3 Terraphase 84 4 Cardno, Inc. 83.5 5 TAIT 83 6 A -Tech Consulting 82.5 7 Converse Consultants 82 8 EFI Global 81.3 9 KMEA 79.8 10 Fortius Quo Fidelis 78.5 11 Rubicon 76.5 12 Michael Baker International 75.5 13 PSI 72.8 14 Group Delta 72.3 15 Health Science Associates 72 16 Rincon 69 17 Bainbridge Environmental 67.3 Based on the ranking of firms that responded to RFP 18-043, staff recommends Ninyo & Moore and KMEA, be retained to provide on -call environmental site assessment (A1), and Ninyo & Moore and Terracon be retained to provide on -call hazardous materials surveys (A2) (Exhibits 1- 4). ENVIRONMENTAL IMPACT There are no environmental impacts associated with this action. 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). 25F-3 Agreements for Various On -call Environmental Services August 21, 2018 Page 4 FISCAL IMPACT Funds in the total aggregate amount of $599,400 are available for expenditure in prior year and the current Fiscal Year (FY) 2018-19 approved Capital Improvement Program (CIP) budgets, and will be budgeted in future CIPs. Prior to utilizing any of these on -call services, Public Works Agency staff must receive Finance & Management Services Agency approval of funding and accounts to ensure that funds are available under the authorization and aggregate limit of these agreements. Upon successful completion of this fisca eview, a corresponding Notice to Proceed containing specific scope and maximum expendi re for the task order will be issued to a firm. R PE, Executive girector Public Wo s Agency FSS/EWG/JG/KN AS TO FUNDS & ACCOUNTS: J� FdA YU� Finance and Management Services Agency Exhibits: 1. Agreement- Ninyo & Moore (Environmental Site Assessment) 2. Agreement- KMEA (Environmental Site Assessment) 3. Agreement- Ninyo & Moore (Hazardous Materials Surveys) 4. Agreement- Terracon (Hazardous Materials Surveys) 25F-4 AGREEMENT TO PROVIDE ENVIRONMENTAL SITE ASSESSMENT SERVICES ON AN ON -CALL BASIS THIS AGREEMENT is made and entered into this 21st day of August, 2018 by and between _Ninyo & Moore Geotechnical & Environmental Sciences Consultants ("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 May 8, 2018, the City issued Request for Proposal No. 18-043, by which it sought a consultant to provide various environmental services on an on -call basis for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-043. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the environmental site assessment services that were described in the scope of work that was included in RFP No. 18-043 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. ALLOWABLE COSTS AND PAYMENTS a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Consultant's Cost Proposal attached as Exhibit B. Consultant is one of two consultants selected to provide environmental site assessment services on an as -needed basis under RFP No. 18-043. The total compensation for these services provided by all consultants selected under RFP No. 18-043 to perform them shall not exceed $149,850 during the term of the Agreement, including any extension periods. This sum is comprised of (1) the base amount of $135,000 and (2) an 11 % contingency in the amount of $14,850 for additional services at the City's sole discretion. EXHIBIT 1 Page 1 of 14 25F-5 b. Consultant will be reimbursed for hours worked at the hourly rates specified in Consultant's Cost Proposal attached as Exhibit B. The specified hourly rates shall include direct salary costs, employee benefits, overhead, and fee. These rates are not adjustable for the performance period set forth in this Agreement. In addition, Consultant will be reimbursed for incurred (actual) direct costs other than salary costs that are in the cost proposal and identified in the cost proposal and in the executed Task Order. C. Specific projects will be assigned to Consultant through issuance of Task Orders. After a project to be performed under this Agreement is identified by City, City will prepare a draft Task Order less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a City Project Coordinator. The draft Task Order will be delivered to Consultant for review. Consultant shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost, the finalized Task Order shall be signed by both City and Consultant. d. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in Consultant Cost Proposal. C. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. f. When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from City before exceeding such estimate. g. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred. h. Consultant shall not commence performance of work or services until this Agreement has been approved by City, and notification to proceed has been issued by City. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. i. A Task Order is of no force or effect until returned to City and signed by an authorized representative of City. No expenditures are authorized on a project, and work shall not commence until a Task Order for that project has been executed by City. Consultant will be reimbursed, as promptly as fiscal procedures will permit upon receipt by City of itemized invoices in triplicate. Separate invoices itemizing all Page 2 of 14 25F-6 costs are required for all work performed under each Task Order. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number, project title, and Task Order number. Credits due to City that include any equipment purchased under the Equipment Purchase provision of this Agreement must be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to City at the following address; City of Santa Ana, Public Works Agency, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, CA 92702. k. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this Agreement. 1. The total amount payable by City for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by contract amendment. M. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order, no payment will be made until the deliverable has been satisfactorily completed. n. Task Orders may not be used to amend this Agreement and may not exceed the scope of work under this Agreement. o. The total amount payable by City for all Task Orders resulting from this Agreement shall not exceed $149,850. It is understood and agreed that there is no guarantee, either expressed or implied, that this dollar amount will be authorized under this Agreement through Task Orders. 3. COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS a. Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. b. Consultant agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. C. Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to City. Page 3 of 14 25F-7 �"t 1tV k\ t 91 a. This Agreement shall go into effect on the date first written above, contingent upon approval by City, and Consultant shall commence work after notification to proceed by City. This Agreement shall end on August 20, 2021, unless terminated earlier in accordance with Section 21. The term of this Agreement may be extended for up to two 1-year periods upon a writing executed by the City Manager and City Attorney, b. Consultant is advised that any recommendation for contract award is not binding on City until the Agreement is fully executed and approved by City. c. The period of performance for each specific project shall be in accordance with the Task Order for that project. If work on a Task Order is in progress on the expiration date of this Agreement, the terms of the Agreement shall be extended by amendment. 5. STATE PREVAILING WAGE RATES a. If applicable, Consultant shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work. b. Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section, unless the awarding agency has an approved labor compliance program by the Director of Industrial Relations. C. When prevailing wages apply to the services described in the scope of work, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. 6. INDEPENDENT CONTRATOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Page 4 of 14 25F-8 OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 8. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. Page 5 of 14 25F-9 d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 9. INDENINIFICATION 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 I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal Page 6 of 14 25F-10 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. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 11. RETENTION OF RECORDS/AUDIT For the purpose of determining compliance with Public Contract Code 10115, et seq, and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable, and other matters connected with the performance of this Agreement, pursuant to Goverment Code 8546.7, Consultant, subconsultants, and City shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Agreement, including but not limited to, the costs of administering the Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under the Agreement. The state, State Auditor, City, FHWA, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of Consultant and its certified public accountants work papers that are pertinent to the contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. 12. AUDIT REVIEW PROCEDURES a. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by mutual agreement shall be reviewed by City's Executive Director of Finance. b. Not later than 30 days after issuance of the final audit report, Consultant may request a review by City's Executive Director of Finance ofunresolved audit issues. The request for review will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by City will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 13. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such Page 7 of 14 25F-11 information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality, (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 14. CONFLICT OF INTEREST a. Consultant shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this Agreement, or any ensuing City construction project. Consultant shall also list current clients who may have a financial interest in the outcome of. this Agreement, or any ensuing City construction project that will follow. b. Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 15. REBATES, KICKBACKS, OR OTHER UNLAWFUL CONSIDERATION Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, City shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 16. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication. in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) Page 8 of 14 25F-12 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: Ninyo & Moore 475 Goddard, Suite 200 Irvine, CA 92618 Attn: Anthony Lizzi A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 17. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each 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. 18. SUBCONTRACTING a, Nothing contained in this Agreement or otherwise, shall create any contractual relation between City and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to City for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts Page 9 of 14 25F-13 and omissions of persons directly employed by Consultant. Consultant's obligation to pay its subconsultant(s) is an independent obligation from City's obligation to make payments to the Consultant. b. Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this Agreement shall be subcontracted without written authorization by City, except that which is expressly identified in the approved Cost Proposal. C. Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by City. d. All subcontracts entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. e. Any substitution of subconsultant(s) must be approved in writing by City prior to the start of work by the subconsultant(s). 19. EQUIPMENT PURCHASE a. Prior authorization in writing by City shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or consultant services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. b. For purchase of any item, service or consulting work not covered in Consultant's Cost Proposal and exceeding $5,000 prior authorization by City, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. C. Any equipment purchased as a result of this Agreement is subject to the following condition: "Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, Consultant may either keep the equipment and credit City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures and credit City in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by City and Consultant. If it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by City." 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project. Page 10 of 14 25F-14 20. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 21. TERIVIINATION City reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant with the reasons for termination stated in the notice. City may terminate this Agreement should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, City may proceed with the work in any manner deemed proper by City. If City terminates this Agreement with Consultant, City shall pay Consultant the sum due to Consultant under this Agreement prior to termination, unless the cost of completion to City exceeds the funds remaining in the Agreement, in which case the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. rdra�►Ct7►840K I-VI1►/•r"". Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 23. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 24. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 11 of 14 25F-15 25. STATEMENT OF COMPLIANCE a. Consultant's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. b. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally -assisted programs of the Department of Transportation — Title 49 Code of Federal Regulations, Part 21 — Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. d. The Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT'S Regulations, including employment practices when the Agreement covers a program whose goal is employment. Page 12 of 14 25F-16 26. DEBARMENT AND SUSPENSION CERTIFICATION a. Consultant's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)", which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to City. b. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 27. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D, HUIZAR Clerk of the Council M 0_II101 W41M rX4W 7 RAUL GODINEZ II City Manager Page 13 of 14 25F-17 APPROVED AS TO FORM 'SONIA R. CARVALHO City Attorney 'By: Jon M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency CONSULTANT Name: Anthony J. Lizzi, PG, CHG Title: Principal Geologist Page 14 of 14' 25F-18 s * {4 Proposal to Provide Various_ Enviro'nrriental Services J + .:SpecialtyArea (Al)'Environmental Site Assessment l RFP NO 7 8-043 a s 4. 1 fl r l• f ;� �� �f j 9r rY t a l }l/1 i�' �t)? .bps iit t tW �r i�ih 'fis Al 9 ?Yvr, if tltlltltl w"•�i p Al t :J t Tekrr r r =Yr 7 "t t x ! tr` 'r r frmJ 9 n f'' '" y r "; �{t"+ . g f� �AyrY.�,! +► r Qs�eE_r- t a r 54a`ii:n L #.e ro, •nu��C";rt N9 n tltl )511Z+ i ham'-�'yWA�"� b t 1 +ea^=,..F. '✓' '4: i 4Ap t k g S r a Mt+l a A d a t' ✓• ��zY`�c'3n'4p, rF'%�•'o e�h a �y:,r� �-0 ii t . t� sre. _ a w2? ry, .:' m ,r. _... AIE3%+ •""i _ t' :`-Fve ,._dr;�C. � �xio,a:s..s :i.-'. ORIGINAL June 5, 2018 Proposal No. P05-00713 Al ynyo �/�/�nore Geatc6nical S, Emimnmental Sciences Consullanls acra 5 U Statementof Qualifications a` L� ) frh- [ 44� ate, � �� i{ ��'� r�q� r'}a�"` �•,,y 3I w [i��u/�.� h 2 wn^s{ jidA�4 X- ti ty kl. ;- ;.,�+� �xr SX iyyf S � +g3ra �`+�' f •�..* � � .,.t r `es_ RFP No. 18-043 Al - Environmental Site Assessment , i I Table of Contents 1. STATEMENT OF QUALIFICATIONS a. Cover Letter......................................................................................................2 b. Contract Agreement Statement........................................................................3 c. Firm and Team Experience...............................................................................3 d. Understanding of Need.....................................................................................5 e. Relevant Project Experience............................................................................7 f. References...........................................................................................................9 2. SCOPE OF SERVICES AND SCHEDULE.....................................................11 3. FEE PROPOSAL.................................................................................................18 4. CERTIFICATIONS..............................................................................................19 Appendix A Resumes of Key Personnel Appendix B LTCP Form and background Information Appendix C Figure showing proposed sampling locations Appendix D Required Forms Ninyo & Moore I City of Santa Ana - (At) Environmenlal�ICPtxI 1 1 06.00713 1 June 5, 2019 L�r 1 I /�/ 7i/v& unre af Geatntitical d Eaulnnmantal arImlaae Eamultam a. Cover Letter June 5, 2018 Proposal No. 05-00713 City of Santa Ana Attn: Mr. Kenny Nguyen Public Works Agency 20 Civic Center Plaza, 3rd Floor Reception, Ross Annex Santa Ana, California 92701 Subject: Proposal to Provide Various Environmental Services (All) Environmental Site Assessment City of Santa Ana Public Works Agency RFP No. 18-043 Dear Mr. Nguyen: Ninyo & Moore Is pleased to submit our proposal to the City of Santa Ana, Public Works Agency (City) to provide Various Environmental Services (Specialty: Al — Environmental Site Assessment). We are very excited to have this opportunity to share our experience with the City. As our proposal demonstrates, we support numerous local cities providing Identical on-call/as-needed services and we would like to do the same for the City. We have assembled a highly qualified and experienced team of professionals that will effectively and efficiently perform the required services. The City will benefit not only from our team's experience in successfully providing similar environmental services for many cities and counties in Southern California, but our enthusiasm and dedication to our work. This is what we do, we are good at it, and we would like the opportunity to show you. Mr. Anthony J. Lizzi, PG, CHG, is a Principal Geologist of Ninyo & Moore and authorized representative who can make legally binding commitments for the firm. He can be reached by phone at (949) 753- 7070, ext. 12214 and email at alizzi(a)ninvoandmoore.com. We appreciate the opportunity to submit our proposal to perform the requested services, and look for- ward to building a successful relationship with the City. If you have any questions regarding our proposal, please contact the undersigned at your convenience. Respectfully submitted, NINYO & MOORE AnthonyJ. Lizz' P ACH Principal Geologist AJUNA/klb Distribution: (6)Addressee (1 original, 4 copies, 1 USB) © 475 Goddard, SuA9 200 I Irvine; California 9 tip 9�7j�3.7070 I > ,conIUoandrnoore.Com RFP No, 18-043 Al - Ernlronmental Site Assessment b. Contract Agreement Statement Ninyo & Moore concurs with all provisions as contained in Attachment 2 Standard Agreement of the Re- quest for Proposal (RFP). c. Firm and Team Experience Ninyo & Moore is a California corporation that was established in 1986 to provide exceptional environmental engineering, gectechnical engineering, geologic, hydrogeologic, soil and materials testing, and special inspection consulting services to the public and private sectors. Ninyo & Moore has drawn from its staff of over 400 professionals to bring the City of Santa Ana Public Works Agency (City) a well - qualified team including California Licensed Professional Geologists (PG), Certified Hydrogeologists and Engineering Geologists (CHG and CEG), Professional Engineers (PE), Certified Industrial Hygienists (CIH), and senior management personnel skilled in environmental site assessment and engineering consulting services. All of our proposed project personnel are experienced environmental professionals, and are highly skilled in performing environmental site assessments and site remediation. Our key technical and field personnel will provide the scope of services presented in the RFP from our office in Irvine, California. The project team possesses working knowledge of, and experience with the required documents and standards, and maintains professional relationships with local regulatory agency personnel. Ninyo & Moore project personnel will perform work under the direct -supervision of the appropriated licensed professionals on the team. Our team is fully available for, and committed to providing, the necessary resources for successful execution of the services requested in the City's RFP. Ninyo & Moore maintains its exceptional reputation In the industry by providing high quality technical ex- pertise while meeting aggressive work schedules and budgetary goals. This is made possible through our methodical project management approach and our ability to effectively use senior personnel for pro- ject management guidance. We propose the following key personnel to provide the environmental engineering services required by this contract. These and other Ninyo & Moore staff members are dedi- cated to the success of the City's projects, and are available as -needed to fulfill the City's requirements. The Ninyo & Moore project team, lines of authority, communication, and responsibilities within the project team are summarized on our Organization Chart shown below. Complete resumes of Ninyo & Moore key personnel are provided in Appendix A of this submittal. © Nlnyo & Moore I City of Santa Ana - (All Environment L 5 r LsL J 1 05-00713 1 June 5, 2018 RFP No. 18-043 Contract Manager Al - Environmental Site Assessment Mr. Anthony LIzzi, PG, CHG, will serve as Contract Manager for this contract. Mr. Lizzi is a Principal Geologist with extensive experience conducting environmental site assessment and remediatlon. He has technical and practical experience in all aspects of assessing surface and subsurface geology, geochemistry, and contamination of soil, soil vapor, and groundwater. In addition, he reviews reporting associated with hazardous materials encountered during demolition and grading, and Identification of hazardous materials used in the construction of buildings. Mr. Lizzi is thoroughly experienced in managing complex, multiple -site environmental assessments and implementing soil and groundwater remediation. He is responsible for senior technical review of environmental soil and groundwater documents. He has directed many projects that require regulatory agency negotiation with City agencies, the Regional Water Quality Control Board (RWQCB) and the Department of Toxic Substances Control (DTSC). Mr. Lizzi has developed strong, mutually respectful, professional relationships with senior managers at both agencies, including obtaining no further action letters. Project Manager Mr. Travis Coburn, PE, QSD, will serve as Project Manager for this contract. Mr. Coburn has compre- hensive experience implementing technical programs in environmental, water, and geotechnical sectors. As an environmental engineer, Mr. Coburn's emphasis has been on environmental compliance; water and wastewater treatment; contaminated site investigation; remedial system design and installation; and sys- tem startup, operation, and maintenance. Mr. Coburn has performed compliance audits and supervised treatment, storage, and disposal of hazardous materials. Mr. Coburn has supervised the preparation of feasibility studies and cost estimates, the completion of remedial design documents and bid packages, and securing permits. He has worked with a wide -range of federal, local government, Industrial, and commer- cial clients. As a Project Environmental Engineer, Mr. Coburn's responsibilities Include oversight and performance of Phase I and Phase II ESAs, writing and reviewing health and safety plans, preparing tech- nical reports, and managing complex projects and programs. Health AND Safety Officer Mr. Stephen Waide, CIH, CSP, CMC, CIEC, will serve as the Health & Safety Officer for this contract. He is highly experienced in the development and Implementation of industrial hygiene, health physics, and industrial safety programs. As Health and Safety Officer, Mr. Waide will work with Mr. Roberts and the City to ensure Ninyo & Moore personnel and subcontractors provide an ongoing safe work environ- ment for all contract related activities. Mr. Waide will undertake health & safety inspections and provide training as needed for successful performance of the contract. Mr. Waide is the designated Corporate Health and Safety Officer for Ninyo & Moore. He is certified in the comprehensive practice of industrial hygiene by the American Board of Industrial Hygiene and by the Board of Certified Safety Professionals in Comprehensive Practice. His background incorporates gov- emment and private industry projects, such as large-scale remedial investigations, waste characterization programs, and remedial actions. He has extensive field experience in the design of in- dustrial hygiene programs, radiological characterization and remediation, asbestos and lead paint assessment and abatement, hazardous waste site activities, and designing and implementing hearing conservation and respiratory protection programs. Quality Assurance Officer Ms. Nancy Anglin, will serve as the Quality Assurance Officer for this contract. Ms. Anglin is the local Environmental Division Manager for Ninyo & Moore. As Quality Assurance Officer, she will be responsi- ble for ensuring the contract and work task requirements are met and that Ninyo & Moore's and the City's Quality Assurance Programs are followed. Ms. Anglin will implement a consistently -applied quality pro- gram to which all team members will adhere. Ms. Anglin will work closely with Mr. Coburn to review and tailor the quality program to fit the City's objectives, processes, and policies. The quality program will be reviewed with the team members during a chartering session held at the start of the contract term and at least once a year for the duration of the contract. Periodic quality reviews will address project -related Is- sues that may arise. As the Quality Assurance Officer, Ms. Anglin will provide regular feedback for continual improvement so that the City receives defensible data and reports. Ninyo & Moore I City of Santa Ana - (Al) Environmenlal2r6Le 224l 05-00713 1 June 5, 2018 RFP No. 18-043 Al - Environmental Site Assessment Subconsultant Ninyo & Moore understand the City will establish a DBE goal for this contract if the project/task funding uses federal funds. As a certified MBE, Ninyo & Moore is familiar with the goals of local municipalities and government agencies relative to the utilization of disadvantaged and minority-, woman-, and disa- bled veteran -owned business enterprises (D/MAN/DVBE). We are prepared to meet any DBE goal established by the City. d. Understanding of Need This section describes our project understanding to perform Phase I and Phase II Environmental Site As- sessment (ESAs) and assumptions used in preparing the scope of work detailed in Attachment I of the RFP. PHASEIESA Ninyo & Moore routinely performs Phase I Environmental Site Assessments (ESA) as set forth in the ASTM International (ASTM) Standard Practice for Environmental Site Assessments: Phase I Environ- mental Site Assessment Process (ASTM Designation Number E1527-2013), and the requirements of the USEP,4s All Appropriate Inquiry (AAI) standard to meet liability protection requirements. Specific sites that warrant a Phase I ESA will be distinguished based upon the findings of some level of preliminary assessment, normally performed prior to implementation of task orders. Due to the wide range of possible environmental impacts posed by the sites located in project areas, the level of effort required to complete each Phase I ESA will depend upon site -specific characteristics (e.g., future construction/use plans, past and present site uses, likely contaminant types, etc.). The proposed scope of services for the Phase I ESA will include the activities listed below: • Review readily available maps and reports pertaining to the site. The client is requested to pro- vide copies of documents in its possession. • Conduct Interviews with property representatives, if readily available, regarding the environmental status of the site. • Perform a site reconnaissance to visually observe areas of possibly contaminated surficial soil or surface water, improperly stored hazardous materials, possible sources of polychlorinated bi- phenyls, and possible risks of contamination from activities at the site and adjacent properties. • Review readily available local regulatory agency files for the site. Requests will be made to the County Department of Health Services, the local Air Quality Management District, and the local Fire and Building Departments. Other agencies that may be contacted, depending on site history and conditions, include the local California Regional Water Quality Control Board office and the State of California Department of Toxic Substances Control. • Review available regulatory agency databases for the site and for properties located within a specified radius of the site. The purpose of this review is to evaluate the possible environmental impact to the site. Databases will report locations of known hazardous waste sites, landfills, and leaking underground storage tanks, permitted facilities that use underground storage tanks, and facilities that use, store, or dispose hazardous materials. • Review readily available historical documents, Including aerial photographs (site and adjacent properties), Sanborn Insurance Maps (site and available adjacent properties), Building Department Records (site only), reverse city directories (site and available adjacent properties), and topograph- ic maps, as appropriate. If a Phase I ESA has already been performed, and if requested by the City, Ninyo & Moore will review all relevant information obtained since the completion of the earlier Phase I ESA, verify the accuracy of the study and provide appropriate updated recommendations. The ASTM Phase I ESA Process is the national Industry standard for the evaluation of commercial real estate. The main intent of the Phase I ESA is to evaluate if recognized environmental conditions (RECs) are present that may have impacted the site. In accordance with the ASTM E1527-13 standard and AAI, It is the responsibility of the user of the report to conduct a review of recorded land title records and lien records for the site, or engage a title company to review such records. Relevant environmental information, if discovered during this review, must be © Ninyo & Moore I City of Santa Ana - (All EnvironmentE¢iVe29yt6 1 05-00713 1 June 5, 201B RFP No. 18-043 At - Environmental Site Assessment provided to the environmental consultant (Ninyo & Moore). This is a relatively specialized activity for typi- cal report users, therefore our scope will include: • Purchase and review environmental lien records for the site for evidence of site environmental liens and/or activity and use limitations, and • If provided by the client, review ownership records for the site, to evaluate probable Ninyo & Moore has performed hundreds of Phase I ESAs for local government (cities, counties, special districts), state governments, real estate management companies, school districts, commercial and in- dustrial properties, and financial institutions. Our typical Phase I ESAs consists of on -site and off -site inspections to identify conditions that might impose environmental liabilities to the site. Our Phase I ESA Report will include discussion of RECs (if found), provide opinions and recommenda- tions regarding possible environmental impacts at the site. Color photographs of the site will be provided in the report conclusions. PHASE 11 ESA EXPERIENCE Ninyo & Moore uses the Phase II ESA process to characterize the nature and extent of soil, soil vapor and/or groundwater contamination (i.e., RECs) and potential migration pathways that may exist at sites. The specific scope of work for each Phase II ESA will vary and will be designed based on the goals of the City and the results of previous assessment work. The Phase II ESA work will be coordinated with the goals of the applicable City division(s) in mind. If regulatory agency oversight is required, or is desired by the City, Ninyo & Moore believes in involving the regulatory personnel at the earliest stages of the planning process. If desired by the City, Ninyo & Moore will coordinate the Phase II ESA through the City's Certified Unified Public Agency (CUPA). Our experience has shown that significant amounts of time and money are saved when regulatory personnel are given the opportunity to partner in the planning process. We feel strongly that it Is very important to meet with regulators directly, face-to-face, when negotiating conceptual work plans and during all deci- sion and planning stages. Ninyo & Moore implements Phase II ESA activities to effectively assess the nature and extent of contam- ination using efficient and defensible methods appropriate for each site such as: direct -push soil and groundwater sampling, soil vapor surveys for screening large areas for volatile organic compounds, and no -purge groundwater monitoring well sampling, when applicable. The goal is to ensure the project data generated are of sufficient quality to full project requirements; that these data are complete, accurate, precise, and legally defensible, and that reports are complete, understandable, and fulfill project require- ments. Phase II ESAs will be implemented to provide the necessary site -specific parameters to support follow-on activities, such as no further action recommendations, site closure reports, or feasibility study/corrective action plans, and risk management decisions. A typical Phase 11 ESA scope of work that Ninyo & Moore employs includes the following: • Meet with City representatives to establish project goals and develop a conceptual work plan. • Review of previous environmental reports and conduct a reconnaissance. • Meet with the involved regulatory agency personnel for concurrence on the conceptual work plan. • Prepare the Phase 11 ESA work plan in accordance with City and regulatory agency guidelines and pre -approved approaches. The work plan will include a health and safety plan and all proposed meth- ods, procedures, and rationale for sampling and testing, as well as data quality objectives. • Submit the work plan to the City and regulatory agency for review and approval. • Obtain necessary encroachment, well, or excavation permits. • Evaluate for the presence of underground utilities or structures by means of review of site utility plans, geophysical surveys, and notification to Underground Service Alert. • Coordinate field activities with the City, regulatory agencies, tenants, subcontractors, and appropriate stakeholders. • Implement the Phase II ESA • Review field results and assign analytical methods for samples. • Evaluate, graph, tabulate, and interpret data. • Prepare a comprehensive Phase II ESA report in accordance with City and other regulatory agency requirements. Background information, data, discussion, conclusions and recommendations will be presented in a clear and concise format. Disposal options for investigation -derived waste generated Ninyo & hlooro I City of Santa Ana - (At) Environments219 co_sja t1 05-00713 1 June 5, 2018 RFP No. 1e-043 At - Environmental Site Assessment and associated transportation, treatment and disposal costs will be included, 9 not previously defined. A draft report will be submitted to the City for review and a meeting will be held with City personnel to explain the findings and conclusions, if desired. City comments will be incorporated and the final report distributed as requested by the City. When required, data will be transmitted to the RWQCB via GeoTracker. HEALTH RISK ASSESSMENT EXPERIENCE Ninyo & Moore has developed its risk assessment program to accurately define and quantify the risk of hazardous substances to human health and the environment in accordance with USEPA's Risk Assess- ment Guidance for Superfund. The Phase II ESAs that Ninyo & Moore completed for numerous existing and proposed school sites included a health risk assessment. These were reviewed and approved by the toxicologists in the Office of Human and Ecological Risk Overview (HERO) of the DTSC. The contami- nants of concern at these sites included total petroleum hydrocarbons, volatile organic compounds, organochlorine pesticides, polynuclear aromatic hydrocarbons, and heavy metals. The risk assessment follows a rigorous protocol and produces a conservative estimate of the potential health risk from chemicals of potential concern. The purpose of a risk assessment is to assist the inter- ested parties in making informed risk management decisions regarding the need for site remediation or other risk -mitigating steps. If needed, Ninyo & Moore will work closely with our toxicologist, on this specific task, who has extensive experience in environmental toxicology, and human health and environmental risk assessment for Indus- trial, real estate, and governmental clients. Our team's approach to the exposure/risk assessment process is to control the degree of contaminant migration necessary to minimize risk to human health and environmental resources that may be threat- ened at a site. The purposes of a risk assessment are to: • Identify and analyze the relevant human health and environmental concerns, especially those of site occupants; • Determine complete exposure pathways and potential toxicological consequences; • Compute the risk to human health or environment based on realistic or likely exposure scenarios and potential adverse effects; • Communicate the results of the risk assessment to affected members of the public; • Identify parameters affecting risk that can be addressed by Institutional controls or remedial activities; • Reduce the risk to an acceptable level and/or prevent liability; and • Risk assessments are also provided if required by regulatory guidelines and/or City policies. Ninyo & Moore addresses the degree of mitigation required by developing a site -specific cleanup level for each contaminant of concern for the intended future land use. Site -specific cleanup levels may repre- sent alternatives to standard default action levels. Once established, the site -specific cleanup levels are Incorporated into evaluations of the technical feasibility of remedial alternatives under consideration. e. Relevant Project Experience The following table lists projects Ninyo & Moore has completed within the last five years for public agencies similar in scope required in the RFP. Due to the page limitations stipulated in the RFP, we have included an abbreviated list. A complete project listing is available upon request. City of Irvine Phase I Environmental Site 6/19/2013 Silvestro, Elaine 562 247-7777 ( ) Assessment ri2# ? 1624<.7 sgslsfi>'�,tvirdnmenteY tta (2`0t5:'. _Vrccoy,Ua& t On -Call Environmental Consulting 12131/2020 Kelley, Patrick (714) 765-5272 Servi 9130/2016 Romo, Rudy (949) 724.6000 Ninyo & Moore I City of Santa Ana - (All Environments ky9a I271 05.00713 1 June 5, 2018 RFP No, I M43 Al -Environmental Site Assessment City of Los Angeles ? Phase I Environmental Site Department o Assessment 9/7/2015 DAndrea, Martha (213) 972-8470 Transportation Lq A City of Rancho Cucamonga Phase I Environmental Site Assessment 512012015 Billings, Curt (909) 477-2700 m 6 ? FORM wmi City of Torrance Site Investigation Report, ADL Countyof Los Angeles Department of Public Works County of San Bernardino Solid Waste Management 9/30/2017 FInton, Steve . (31 G) 781-6900 7�- Environmental Construction and Administration Services! Soil 1 11/20/2015 Management Plan and Cover Alternatives Revision Work Plan, PEA and RAW Kjistan, Ryan, (626) 3003200 . 11112016 . Meek -a, Darren (909) 386-8161 Judicial Council of California vnase ii Environmental site 121112015 Assessment Los Angeles Metropolitan Transportation Authority Phase I Environmental Site Assessment and Hazardous .Building Materials Survey 8/18/2017 Los Angeles Word Airports Environmental Consulting Services 6/30/2016 ON Saddler, Stephen (415) 8654200 Chlodo, Carol (213) 922-2000 . pl Ahmanson, J. D. (424) 626-6507 Norwalk -La Mirada Unified School District Environmental Consulting Services 9123/2016 Yoon, Bomee (562) 868-0431 -at OififlOftrit 069MM "ph(VSJmrortmenatSite at t;dhal§, 21 ,v --"4 Orange County Transportation Authority Phase I Environmental Site Assessment +HMDD 1/31/2014 Le, Mlchael (714) 560-5633 gq,Stuart"A -48 -.j Riverside County Transportation Commission Phase I and It Environmental Site Assessments 12131/2019 Dye, Made (951) 787-7141 State of California Departmei6t of General Environmental Consulting Services 3/31/2014 O'Brien, Daniel (916) 376-1640 Services N1nyo & Moore I City of Santa Ana - (All Environment28f! 11=PAL 105-00713 1 June 6, 2018 1 ZB RFP No. 18-043 Al - Environmental SKe Assessment f. References On -Call Services for the Orange County Great Park, Irvine, California Reference: Gregg Gipe, City of Irvine (949) 724-6000; ggipe@cityofirvine.org Ninyo & Moore is providing on -call environmental services for the City of Irvine for their Orange County Great Park project. The former Marine Corps Air Station El Toro is being transformed into the Orange County Great Park located in the geographic center of Orange County. A project area spanning approximately 4,600 acres, with more than 200 acres developed and 688 acres In planning and design and fully funded, the Great Park master plan includes recreation; competitive sports facilities and parkland; preserves the environment and Orange County's agricultural heritage; and honors the military history of the former air base. Future plans include a 188-acre golf course and golf practice facility and clubhouse, 71-acre agriculture component, a 40-acre Bosque area near the Trabuco entrance, 36-acre Upper Bee Canyon area and improvements that will connect the Great Park to Irvine Boulevard, as well as the 178-acre Wildlife Corridor. Upon completion, the Orange County Great Park will join America's inventory of national treasures and set a new standard for great metropolitan parks around the world. Ninyo & Moore's on -call environmental support contract includes providing environmental consulting, observation, monitoring, and reporting related to the demolition of existing facilities and the construction of the Great Park by the developer who is currently developing 688 acres into a sports park with 18 new soccer and multi -use fields, 25 tennis courts, 4 sports courts, 12 baseball/softball fields, and 5 sand volleyball courts. To date services have included the oversight of removal of non -recyclable, non- hazardous, and hazardous materials encountered during demolition and grading. We are expected to respond within 4 hours to assist with health and safety evaluations; identification, abatement, remediation, or legal disposal of contaminated soil, lead -based paint, asbestos -containing materials, underground storage tanks, drums, wastes, pipelines, and the litany of other materials that might have been used, abandoned, and not documented at a military facility of this type and vintage. Ninyo & Moore has responded to more than 10 callouts to -date and completed assessments; provided oversight during soil removal and disposal activities performed by the City's remediation contractor; performed confirmation sampling and clearances; and prepared closure reports for the sites. Ninyo & Moore is also assisting the City with negotiations with the developer and risk assessment support related to on site reuse of contaminated materials removed from the various demolition activities at the site Tracks at Brea Project, Remedial Action Plans and Oversight, Brea, California Reference: Roslyn Lau, City of Brea (714)671-4483; roslynl@cityofbrea.net Ninyo & Moore was retained to provide environmental services for the proposed Tracks at Brea Project In the City of Brea, California. The project Involved preparation of remedial action plans (RAPs) for two sites Identified with shallow arsenic contamination along the approximately 3.5 mile dual -tread pedestrian and bicycle trail to be developed along a railroad corridor utilizing abandoned railroad rights -of -way and other properties. The trail amenities included a parking lot, landscaping, lighting, benches, and signage. A Mitigated Negative Declaration and a Phase I and Phase II ESAs have been completed for the sites. The RAPS were developed based on the results of Phase II Investigations performed at the two sites. The RAPS Nlnyo & Moore I City of Santa Ana • (All Environments 29OI791 05-00713 1 June 5, 2018 RFP No. 1"43 Al - Environmental SRe Assessment Included relevant figures and maps depicting the results of the Phase II ESAs and implementation of the selected remedial action. The RAPs were approved by the Orange County Health Care Agency (OCHCA). Ninyo & Moore has completed overseeing implementation of the remedial action at another section of the above project that involves excavation and disposal of approximately 10,000 cubic yards of arsenic and petroleum hydrocarbon impacted soil. The project is being funded by federal and local grants. Ninyo & Moore prepared the report and submitted to the OCHCA for approval. City of Temple City, Phase I and Phase 11 Environmental Site Assessments and Hazardous Building Materials Survey Reference: Brian Haworth, City of Temple City (626) 285-2171; bhaworth@templecity.us Ninyo & Moore has performed a Hazardous Building Materials Survey (HBMS), a Phase I ESA, and a Phase II ESA for the previously -occupied mortuary property located at 5800 Temple City Boulevard, Temple City, California. The HBMS followed United States Environmental Protection Agency (EPA), and Housing and Urban Development (HUD) guidelines and based on the results, Ninyo & Moore also prepared hazardous building material abatement specifications for the City to use as bid documents for upcoming work practices and required regulations for the proper removal and disposal of hazardous building materials In accordance with local, state, and federal regulations. The Phase I ESA was performed in accordance with the ASTM International (ASTM) Standard Practice for Environmental Site Assessments on Commercial Real Estate E 1527-05, the objective of the Phase I ESA was to identify, to the extent feasible pursuant to the process described in ASTM Practice E 1527- 05, RECs, which are defined by ASTM as "the presence or likely presence of any hazardous substances or petroleum products on a property under conditions that indicate an existing release, a past release, or a material threat of a release of any hazardous substances or petroleum products into structures on the property or into the ground, ground water, or surface water of the property." Although no RECs were identified, based on the results of the Phase I ESA, the City requested a Phase II ESA to address some identified potential issues. Ninyo & Moore performed the Phase 11 ESA and the City successfully purchased the property. Ninyo & Moore I City of Santa Ana- (Al) Environmental Q60paaIsp 01 05-00713 1 June 5, 2018 2. Scope of Services and:Schedule C i q. V Z�^ar{ rt a sy a a sl RFP No. 13-043 Al - Environmental Site Assessment 2. SCOPE OF SERVICES AND SCHEDULE SAMPLE PROPOSAL FOR PHASE I AND PHASE II ESA ARCO SERVICE STATION #5147, 2245 S. MAIN STREET, SANTA ANA, CALIFORNIA (GLOBAL ID NO. T0605900621) LUST CLEANUP SITE The Arco Gasoline Station #5147 is located at 2245 South Main Street, at the northeast corner of Main Street and Warner Avenue, in Santa Ana, California. The site is known to be contaminated from former leaking underground storage tanks (LISTS) containing gasoline fuel. The site has an open leaking underground storage tank (LUST) case with the RWQCB. Should the City decide to purchase this Arco property and demolish the existing structures, the scope, schedule, and fee for the pre -demolition hazardous building materials survey would be the same as that described under our Proposal No. 05- 00713 A2 for Hazardous Materials Survey Services for the property at 2246 Orange Avenue. Ninyo & Moore assumes the City intends to purchase the property for future residential redevelopment. We also assume the current gasoline service station will be abandoned after conducting the Phase I and Phase II ESA. Based on the assumed planned purchase of the property, and following completion of the Phase I and Phase II ESA, Ninyo & Moore would recommend the performance of a hazardous building materials survey. Ninyo & Moore is providing our qualifications to the City under our Proposal No. 05- 00713 A2 for Hazardous Materials Survey Services for the property at 2246 Orange Avenue. If Ninyo & Moore is retained to perform services under both contracts, the City would benefit with the cost savings associated with us using cross -trained personnel to perform both services (one site visit) and other sav- ings associated with efficiency of one team on the project. SITE BACKGROUND INFORMATION -This site is an active gasoline service station in Santa Ana, Cali- fornia. A summary of the environmental activities that have been conducted at the site since the discovery of leaking LISTS Is included as Appendix B, and can be found on the following State Water Re- sources Control Board (SWRCB)'s Geotracker website: (httr)s://aeotracker.waterboards.ca.gov/profile report.asp?olobal id=T0605900621) Ninyo & Moore's objective Is to evaluate the impact of contaminants on environmental media, involve the appropriate regulatory agencies, determine the human and environmental health risks, develop the most appropriate and cost effective remedial action, and address environmental concerns to safely redevelop the property. Based on a review of documents on GeoTracker, Ninyo & Moore believes that the site is eligible for consideration for closure under the Low -Threat Underground Storage Tank Case Closure Policy (LTCP). The criteria for the LTCP, and the site's application for these criteria are summarized in Appendix B. The greatest threat to the site's ability to apply for LTCP is the potential for a vapor encroachment condition (VEC) as a result of off -gassing from contaminated soil and groundwater. As such, Ninyo & Moore would recommend a Phase II ESA that would involve the drilling of borings around the site to assess soil contamination and soil vapor encroachment to site structures and nearby residences. The RWQCB indicate concern over vapor encroachment conditions to nearby residences in a letter dated January 5, 2012. In response, a soil vapor survey and health risk assessment was conducted in 2013 that found insignificant health risks to on -site workers and nearby residences. Our proposed scope of services to perform a Phase I and Phase 11 ESA at the Arco Gasoline Station #5147 located at 2245 South Main Street, will include the following: SUMMARY OF TASKS Ninyo & Moore proposes the following scope of services to meet the objectives of the scenario while addressing the environmental concerns at the site: • Engage with the City's legal department and regulatory agency overseeing the fuel release case (because groundwater was impacted, the oversight agency will be the RWQCB). ® Ninyo & Moore I City of Santa Ana - (Al) Environmenta2l1-1 o_smqL 1 05-00713 1 June 5, 2018 RFP No. 18-043 Al -Environmental Site Assessment • Engage with the City's Public Works Agency to develop a clear understanding of all project objectives and obtain any available site information. After approval from the City, engage with the RWQCB, the lead regulatory agency overseeing the LUST cleanup site. • Complete a Phase I ESA to identify on- and off -site environmental concerns. As part of the Phase I ESA, research the SWRCB's GeoTracker and the DTSC's EnviroStor databases for information about the site and the neighboring properties. • Complete a Phase II ESA based on the results of the Phase I ESA (including a soil vapor survey to address the potential VEC for existing and proposed structures). Although the focus of the assessment will be to allow the City to redevelop the facility, It is expected that this work will be done under the oversight of the RWQCB who may require a more expansive assessment. • Conduct monitoring activities for existing groundwater wells as needed in conformance with the RWQCB's existing standards for the site. • Prepare summary reports of Phase II ESA activities and groundwater monitoring activities. • Recommend the engagement of the City 's legal department for determining liability of cleanup beyond the known extent of contamination. • Prepare an engineer's estimate of the cost to remediate and monitor, if necessary, any impacts to the site. • Support City's environmental counsel in successful liability negotiations with identified PRPs. • Work closely with the RWQCB and the City to achieve site closure. ENVIRONMENTAL CONCERNS AND CONSTITUENTS OF CONCERN The following is a list of the environmental concerns associated with this site: • Known gasoline fuel release to soil, soil vapor and groundwater. Contaminants of concern include total petroleum hydrocarbons as gasoline (TPHg) and benzene, toluene, ethylbenzene, and xylenes (STEX), and fuel oxygenates. • Potential VEC/Indoor air concerns from fuel releases to soil and groundwater. • Identifying the PRPs • Long-term liability associated with contamination from on -site and surrounding areas • Worker safety during long-term facility operations APPLICABLE REGULATIONS AND PERMITS A summary of the regulatory requirements and applicable permits is presented below: Regulation, Agency, and/or Permit 1- Project Coordination • City of Santa Ana • RWQCB 3 - Phase II ESA ASTM E1903 -11 EPA SW 846 guidance • Title 8, CCR • Orange County Health Can: Agency Drilling Permit • 29 CFR 1910.120 and 1926 • Occupational Safety and Health Administration (OSHA) 40-hour HAZWOPER training for field .staff • California Department of Toxic Substances Control (DISC)/RWQCB (2015) Advi- sory Active Soil Gas Investigations soil gas sampling protocol • DTSC 2011 Guidance for the Evaluation and Mitigation of Subsurface Vapor In- trusion to IndoorAir (Vapor Intrusion Guidance) • Underground Service Alert ® Nlnyo & Mooro I City of Santa Ana - (At) Environment $i8/FG_S=AQ 1 05.00713 1 June 5, 2018 RFP No. 1M43 Al - Environmental Site Assessment 5 - Prepare Reports • City of SantaAna PROJECT UNDERSTANDING AND TECHNICAL APPROACH Ninyo & Moore will perform the following tasks to successfully meet the objectives: Task 1 - Project Coordination Ninyo & Moore will work closely with the City's project manager regarding project schedule, coordination with site contacts and subcontractors, budget tracking, preparation and submittal of invoices, and compliance with the scope of work. The project manager will track and optimize project scope and schedule on a weekly basis using internal Ninyo and Moore tools, and will receive updates from personnel involved with the project. An important aspect of successful performance is the Implementation of an initial meeting with the project team to strengthen collective understanding of the project objectives. Thus, prior to field implementation, Ninyo & Moore will conduct a project kick-off meeting with the City and an in-house kick-off meeting with staff to discuss health and safety at the site, pre -field planning, scope of work, project objectives and assumptions, and project schedule. After authorization from the City, Ninyo & Moore will meet with the RWQCB to ensure their requirements for site assessment are met, Task 2 - Phase I ESA Ninyo & Moore will perform a Phase I ESA as follows: • Conduct the Phase I ESA in a manner consistent with the ASTM 2013 guidance (Designation Number E1527-13) and the EPAAII Appropriate Inquiry rule. The objective of this assessment was to evaluate whether past or current activities resulted in RECs as defined in ASTM E1527-13. • Review and document the environmental history of the site including: review of utility plans showing historical equipment(structure locations; historical aerial photographs to assess past and present uses of the site and adjacent properties; facility reports including business contingency plans, spill prevention, control and countermeasures plans (SPCCs), SWPPPs; clarifier and hoist records: and site assessment and clean-up reports (including the UST removal documentation). • Review regulatory agency databases including those available on EnviroStor, GeoTracker, and on- line databases. • Interview parties familiar with the site environmental history and historical operations and performed a site walk with personnel knowledgeable about the site operations and history. • Prepare a summary of this historical research and include preliminary scoping for Task 3 - Phase II ESA. Task 3 - Phase II ESA Ninyo & Moore will perform a Phase II ESA as follows: To Investigate the ADCs/RECs identified in the Phase I ESA we will advance 12 exploratory borings. The goal is to evaluate the presence of contamination on site among multiple media (soil, soil vapor, and groundwater), waste types, and chemical characteristics; and to evaluate the inhalation risk from existing site contaminants to future occupants. The laboratory analytical and survey data will be uploaded to the SWRCB GeoTracker database along with the final Phase II ESA report to comply with RWQCB requirements. To complete the Phase II ESA, the following tasks will be performed: ® Ninyo & Moore I City of Santa Ana - (All Environmenta2l ,hgsp_sja l 05-00713 1 June 5, 2018 RFP No. 18-043 Al - Environmental Sito Assessment Work Plan • Ninyo & Moore will prepare a detailed work plan for the Phase II ESA. The work plan will be prepared in accordance with the regulatory requirements and will include a health and safety plan. The HASP will be prepared In accordance with CCR Title 8, Section 5192 and 29 CFR 1910.120. The work plan will be submitted to the City for review and approval prior to submittal to the RWQCB. The chemicals of potential concern (COPCs) will likely be TPH and VOCs. • Focused sampling consisting of advancing 12 soil borings proposed in areas around the site where known and suspected release of contaminants has taken place. The borings are proposed to collect soil vapor, soil, and potentially grab groundwater samples. Proposed locations of the soil borings and the wells will be based on the results of the Phase I ESA. The soil borings will be proposed to be advanced until groundwater is encountered. Pre -Field • After approval of the work plan, Ninyo & Moore will obtain all necessary permits required to implement the Phase II ESA activities and coordinate access with the City and on -site personnel. • During the pre -field activities we will locate and mark all proposed boring locations with white paint, then notify Underground Service Alert three business days in advance of the sampling. • Prior to conducting subsurface activities, we will perform a geophysical survey to evaluate for the presence of subsurface equipment, utilities, structures, and conveyances. The survey will be conducted concurrent with the site investigation. A combination of electromagnetic induction, magnetometry, ground -penetrating radar and a utility locator with line tracing capabilities may be used during the survey. Proposed boring locations may be adjusted based on suspected utility conflicts Identified. Soil and Groundwater Investigation • The subsurface investigation will include advancement of 12 direct -push soil borings by a licensed drilling subcontractor. as shown on the attached Figure 1 (Appendix C) to first encountered groundwater, which is estimated to be at approximately 10 feet bgs. The presence of petroleum hydrocarbons (and associated thickness) will be recorded on the boring logs. The investigation will be conducted under the direct supervision of a Califomia-registered professional geologist. • Soil samples from exploratory borings will be collected at approximately 5, and 10 feet bgs for analytical testing. A portion of each soil sample collected will be placed in a clean glass jar or zip -tight bag, placed in a warm area for approximately 15 minutes, and measured for VOCs using a calibrated photo -ionization detector. The readings will be recorded on the boring logs. • The soil samples will be delivered to a State of California certified environmental analytical laboratory under standard chain -of -custody and with the samples properly preserved. The COPCs and their associated analytical methods are listed below: o TPH by EPA methods 8015B/5035. o VOCs by EPA methods 8260B15035. Select grab groundwater samples may be collected from each boring using a Hydropunch® module to evaluate the extent of the dissolved plume at the site and sampled for the same constituents as for soil samples noted above. The depth to groundwater will be recorded and the groundwater will be inspected for the presence of free product using an interface probe. Soil Vapor Survey • A soil vapor survey will be conducted at the site to determine whether significant VOCs are emanating from the subsurface and off -gassing from the groundwater table and migrating Into indoor air of future site building structures. Following completion of the 12 borings into dual -nested soil vapor probes, the probes consisting of temporary implants will be sampled at approximately 5 and 9 feet bgs (above the water table) in general accordance with the DTSC/RWQCB (2015) Advisory for Active Soil Gas Investigations soil gas sampling protocol. Soil vapor samples will be analyzed for the full suite of VOCs by EPA Method 8260E by a California certified on -site mobile laboratory. Ninyo & Moore I City of Santa Ana - (Al) Environmenta2itp.�cn_l 1 05-00713 1 June 5, 2018 RFP No. t M43 Al -Environmental Site Assessment Task 4 — Groundwater Monitoring According with the RWQCB determination of eligibility for closure letter, the existing monitoring wells at the site (19 wells) will be monitored and sampled on an annual basis pending site closure in accordance with the RWQCB requirements. During each monitoring event, general water quality parameters, including dissolved oxygen (DO) concentration, ORP, specific conductivity, pH, temperature, and turbidity, will be measured in the field using a portable water quality meter. Depth to water, total well depth, and the thickness of free product, if present, will also be measured and recorded. Groundwater samples will be delivered to a California -certified laboratory under chain -of -custody protocol for analysis of VOCs by EPA Method 8260B and TPHg by EPA Method 8015B. The number of groundwater sampling events will depend on the RWQCB's ability to close the site. Task 5 — Report Preparation Ninyo & Moore will prepare at least two reports for the site. One report will be a summary of the Phase II ESA and soil vapor survey. Following completion of the Phase II ESA, a Human Health Risk Evaluation (HHRE) will be performed to: determine whether COPCs at the site represent a threat to receptors; pro- vide a basis for determining residual chemical levels that can be left in place; and determine the cancer risk to future occupants of the site. Results of human health risk assessment and regulatory agency input will dictate establishment of clean- up criteria and regulatory negotiations. A conceptual site model (CSM) will be developed which will show potential routes of exposure and receptors. The CSM will be used to guide the HHRE. The maximum reported concentrations of VOCs In soil vapor will be compared to "modified" soil gas screening levels (Modified SSLs), In accordance with EPA or DTSC guidelines from acceptable indoor air concentrations published by the EPA or DTSC. The Modified SSLs will be calculated assuming a resi- dential scenario (as a conservative, health -protective measure) using EPA's Regional Screening Levels (RSLs; EPA, 2017) or DTSC's Human Health Risk Assessment Note Number 3 (California DTSC, 2017) concentrations. Other COPCs will be compared with the EPA RSLs for residential land use. A report de- tailing the results of the HHRE will be prepared and included in the Phase it ESA report. The second report will be the second quarter groundwater monitoring report, which will summarize findings and conclusions on how the dissolved -phase TPHg and BTEX concentrations are increasing or decreasing in concentration. Task 6 — Responsible Parties Determination and Estimate of Cost -to -closure Potential environmental liability exists for the site and may Include the need for additional soil remediation in the vicinity of the former gasoline USTs, monitoring and sampling of the existing on -site groundwater monitoring wells to evaluate for natural attenuation (via monitored natural attenuation [MNA]), and vapor mitigation measures for future site structures. Ninyo & Moore's estimated path to closure of the site is as followed: • Based on our Phase I and Phase II ESAs, Ninyo & Moore will obtain a good understanding of the site history and establish environmental baseline conditions for the site. Ninyo & Moore will provide the City management and legal counsel a defensible "cost -to -closure" to be used during negotiations for the property in the event an escrow account is required to be funded to address environmental monitoring and cleanup costs. • Ninyo & Moore will assist the City legal counsel with negotiations with the PRP for restitution for damages and for an indemnification for environmental impact at the site. • The RWQCB will be notified of the results of the Phase II ESA, and Ninyo & Moore will negotiate cleanup levels of behalf of the City. Ninyo & Moore assumes the RWQCB will allow the residual impact to the site groundwater to be remediated via MINA if concentrations of VOCs in soil and soil vapor are below site screening levels. If the RWQCB determines that soil contamination is still at unacceptable levels, costs for cleanup via targeted soil excavation will be discussed with the PRP as mentioned above. • TPHg remains in the bioattenuation zone at elevated concentrations at the site, with a concentration of 2,600 mglkg reported In the sample CSBA at approximately 10 feet bgs ® Ninyo & Moore I City of Santa Ana - (A1) Environmenla2J 1 fU1 05-00713 1 June 5, 2018 RFP No. 18-043 Al - Environmental She Assessment collected on March 16, 2012. This exceeds LTCP criteria of 100 mg/kg, which may hinder the ability to close the site. As such, the RWQCB may require that soils in known hot -spot areas be excavated and removed between approximately 5 and 10 feet bgs, or to first encountered groundwater. • The HHRE conducted during the Phase II ESA may determine a VEC for future residential occupants. Because of this, future residential site structures may require vapor mitigation measures. The most cost-effective mitigation measure for this site will likely be to Install a vapor barrier as part of the foundation system of new structures. The additive construction costs for such a system is estimated to be approximately $3-$7 per square foot of foundation. Once the RWQCB agrees to case closure and termination of the groundwater monitoring program, Ninyo & Moore will obtain permits from OCHCA to abandon the groundwater monitoring wells in accordance with California Well Standards Bulletin 74-90 and OCHCA permit regulations and requirements. The RWQCB will send the RP a correspondent letter notifying when it is appropriate to proceed with well abandonment/decommissioning activities. Additionally, a "no further action" letter will be issued for the site to document case closure after all necessary administrative/procedural processing and public notification requirements have been completed in accordance with agency guidance/protocol and applicable law. ANTICIPATED DELIVERABLES Ninyo & Moore anticipates the following deliverables will be prepared for this work: • Scoping Document for the City and RWQCB • Phase I ESA Report including VEC evaluation • Phase II ESA Work Plan (Including SAP, QAPP, HASP, and CHASP) • Permit applications • Phase If ESA Report (including waste manifests) • Groundwater Monitoring Report • Site Closure Report • Permit closeout submittals • Cost to Closure Estimate HHSE, geophysical survey report, analytical laboratory reports, and PROPOSED SCHEDULE Ninyo & Moore's proposed schedule to perform Tasks 1 through 6 at the ARCO Service Station #5147 in Santa Ana includes the following: Preparation of Phase I ESA 4 weeks of the Phase II ESAWork Plan 1 week Annual Groundwater Monitoring Event 1 week , Permit closeout submittals & Cost to Closure Estimate 12 weeks Nlnyo & Moore I City of Santa Ana - (At) Environments 29Fcn_s311 05-00713 1 June 5, 2018 RFP No. 18-043 Al - Environmental Slte Assessment 3. FEE PROPOSAL As required in the RFP, we are providing our fee schedule and our fee proposal associated with the pro- ject described in Section 2 in a separate, sealed envelope. Ninyo & Moore i City of Santa Ana - (Al) Environment2tf!es3g i 05-00713 1 June 5. 2018 RFP No. IM43 Al - Environmental Site Assessment This Page Intentionally Left Blank ® Nlnyo & Moore I City of Santa Ana - (At) Environmenta2lplyao-46I 05-00713 1 June 5, 200 I ()L}}L(4^f €. p 4. Certifications ;. o G 1021 11 i %I fjf4 ro4n�1' Ne 3 aS '..hit. El , i s.... RFP No. 18.043 Al - Environmental Site Assessment 4. CERTIFICATIONS As required In the RFP, we are providing the following forms in Appendix D of this submittal: • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification Ninyo & Moore I City of Santa Ana - (Al) Environmenlaf rol( ae_ yea 1 05-00713 1 June 5, 2018 a a Appendix A 25F-43 Anthony J, Lizzi, Contract Manager EDUCATION MS, Geology (Hydrogeology), 2007, California State University, Fullerton BS, Geology,1986, Concordia Univer- sity Pure and Applied Sciences,1984, Vanier College REGISTRATIONS/ CERTIFICATIONS PG 7328 (Calfomia) CHG 799 (California) Hazardous Materials Management OSHA40-hour Hazardous Waste Operations and Emergency Response (HAZWOPER) with annual 8-hour refreshers OSHA 8-hour HAZWOPER Site Supervisor Training SARA Title III Experience Confined Space Entry Training PROFESSIONAL AFFILIATIONS PG, CHG Mr. Anthony Lizzi is a Principal Geologist and a registered geologist and Certified hydrogeologist with a professional career that spans more than 28 years in the areas of site assessment and remediation and groundwater resource analysis. He Is an experienced geologist specializing In conducting soil and groundwater Investigations of complex sites Impacted by soil, soil gas and groundwater contamination, Imple- menting soil and groundwater remediation, preparation and implementation of soil removal/remedial action, and groundwater resource analysis. Mr. Lizzi Is responsible for senior technical review of all environmental soil and groundwater documents. As a program manager, he is also experienced In Interacting with regulatory agencies (city, county, state agencies (SWRCB and DTSC)) on behalf of clients to assist the agencies to understand the type of impact, and full extent of the contaminant release to expedite the approval of remedial plans, cleanup process and obtain a no further action letter, EXPERIENCE City of Irvine, On -Call Services for the Orange County Great Park, Irvine, Cali. fornia: Technical Advisor for this on -call environmental support contract The former Marine Corps Air Station El Toro is being transformed Into the Orange County Great Park, A project area spanning approximately 4,600 acres, with more than 200 acres developed and 688 acres in planning and design and fully funded, the Great Park master plan Includes recreation; competitive sports facilities and parkland; preserves the environment and Orange County's agricultural heritage; and honors the military history of the former air base. To date services have Included the oversight of remov- al of non -recyclable, nonhazardous, and hazardous materials encountered during demolition and grading, Identification of hazardous materials used in the construction of buildings such as asbestos, PCBs, and lead -based paint, small scale removal and/ or abatement of asbestos-contalning materials and lead -based paint from structures scheduled for demolition or renovation, provided oversight during removal and dis- posal activities performed by the Cit 's remediation contractor; performed confirma- tion sampling, and prepared closure reports. City of Brea, The Tracks at Brea, Brea, Cailfonnia: Principal -in -Charge forthis proj- ect which Involved preparation of remedial action plans (RAPS) fortwo sites identified with shallow arsenic contamination along the approximately 3.5-mile dual -tread pe- destrian and bicycle trail to be developed along a railroad corridor utilizing abandoned railroad rights -of -way and other properties. A Mitigated Negative Declaration and a Phase I and Phase II Environmental Site Assessments (ESAs) have been complet- ed for the sites. The RAPS were developed based on the results of Phase II ESAs performed at the two sites. The RAPS included relevant figures and maps depicting the results of the Phase 11 ESAs and implementation of the selected remedial action, The RAPs were approved by the Orange County Health Care Agency (OCHCA) for Implementation, National Groundwater Association City of Los Angeles Department of Recreation and Parks, On -Call Environmen- tal Consulting Services Contract Los Angeles, California: Principal Geologist for technical review of environmental documents including work plans and Phase II Envl- ronmental Site Assessments (ESAs) forconducting environmental site assessments, Identification of hazardous building materials, and supervised the surface sampling Anthony J. LW, PG, CHG, Contract Manager I Ninyo & Moore I Geotechnical & Environmental Sclences Consultants 25F-44 Anthony J. Lizzi Contract Manager at 56 various City parks for presence of lead In soil. Mr. Lizzi Is responsible for client interaction, and has extensive technical and practical experience In all aspects of assessing surface and subsurface geology, geochemistry, and contamination of soil, soil vapor, and groundwater. Los Angeles Department of Water and Power (LADWP), On -Call Environmental Consulting Services Contract Los An- geles, California: Principal Geologist for environmental projects such as Phase I and Phase II ESAs for this on -call contract at various sites throughout the LADWP footprint. Reviewed Phase I ESA reports on numerous sites in Southern California ranging from vacant, undeveloped land to Industrial properties. Managed the Phase 11 ESA Feld activities at numerous LADWP sites for soil, soil gas, and groundwater investigations. Performed senior review of technical documents. City of Colton, Guyaux Landfill, Phase II Work Plan, Colton, California: Principal Geologist managed the preparation of a Phase I ESA, Phase II Work Plan and Phase 11 ESA Implementation at a waste disposal site (WDS) measuring 4 acres to charac- terize and delineatethe lateral and vertical extent of the wastes, Including additional Investigation of previously Identified "hot spot areas of "soil" containing elevated lead concentrations. The work plan and the results of the Phase II ESA will be used to assist with evaluating whether the WDS can be capped/covered so the City can construct a 29-acre soccer complex and community park. Port of Long Beach, On -Call Environmental Consulting Services Contract: Under the new, three -year -tens contract, Mr. Lizzi is the Principal Geologist for the environmental services being performed In the areas of, but not limited to, Identification of hazardous materials used in the construction of buildings and appurtenance, including, but not limited to, asbestos containing materials, PCBs, and lead -based paint, or stored within or outside of any facilities; physical and chemical sampling and analyses for detection and delineation of surface and subsurface contamination of soil and groundwater; and small scale removal and/or abatement of asbestos containing materials and lead -based paint from structures scheduled for demolition or renovation. Anaheim Union High School District, Proposed School, Anaheim, California: Technical Advisor for a PEA of the West Lincoln Avenue properties site along West Lincoln Avenue and North Ohio Street In Anaheim, California, The school district Is considering obtaining the site, which is adjacent to the Anaheim High School. In general, land use in the.vicinky of the site is primarily commercial and residential, and records indicated several of the current structures present since at least 1927. Ninyo & Moore's Phase I ESA identified some potential historical environmental issues including; former gasoline stations; and potential lead based paint and organochlorine pesticides. Nlnyo & Moore designed sampling and analyses for these issues in a PEA work plan approved by the Department of Toxic Substances Control (DTSC) and performed the PEA. During the PEA, Ninyo & Moore conducted the soil and soil gas sampling in accordance with the PEA work plan, which followed the most current DTSC guidance documents. The field work Included collecting over 400 X-Ray florescence (XRF) readings and soil sampling results surrounding the historic site buildings. The results of the PEA have been presented to, and approved by, the DTSC. The PEA Includes a health risk screening evaluation of COPCs detected in the shallow soil. We are assisting the school district with obtaining the School Cleanup Agreement with the DTSC which will proceed with the preparation of the Removal Action Work plan, California Department of General Services, Phase 11 Subsurface Investigation, Hollywood, California. Project manager for a Phase II subsurface investigation at a downtown parcel to assess recognized environmental conditions. Managing development of a field sampling and analysis program to evaluate the nature of any hazardous materials or substances that may be present in soil, soil gas, and groundwater at the subject site. Anthony J. Lint, PG, CNG, Contract Manager I Ninyo & Moore I Geotochnical & Environmental Sciences Consultants 25F-45 Nancy Anglin, REM Qualiiy Assurance Officer EDUCATION B.S., Geological Engineering, Queen's University, Kingston Graduate Studies, Civil Engineering, University of New Brunswick REGISTRATIONS/ CERTIFICATIONS National Registry of Environmental Professionals, Registered Environ- mental Manager OSHA 40-hour HAZWOPER with annual 8-hour refreshers OSHA 8-hour HAZWOPER Site Su- pervisor Training OSHA 24-hour First Responder Oper- ations Level OSHA Excavation Competent Person Certification Confined Space Entry Training First Aid and CPR Training PROFESSIONAL AFFILIATIONS WTS International Ms. Anglin is a Principal Engineer and the local Environmental Division Manager for Ninyo & Moore. She is responsible for the day-to-day operation of this division. Ms. Anglin has developed and implemented quality assurance programs throughout her career. Ms. Anglin's other professional experience includes acting as Contract or Project Manager for a number of Ninyo & Moore's on -call contracts. Her technical experience Includes investigations of proposed construction projects for waste management and worker safety requirements and evaluating properties proposed for acquisition to determine the environmental liability the purchaser may be acquiring along with the property. She prepares soil/groundwater management plans and other environmental plans needed for construction projects Involving contaminated sites, She prepares bid plans and specifications to provide to the contractors performing the construction activities on contaminated projects and responds to requests for Information (RFIs), EXPERIENCE City of Santa Ana, YMCA Building Renovation Project, Santa Ana, California: Ms. Anglin was the Quality Assurance Officer for the work related to the YMCA build- ing renovation project. a structure that has been vacant for over a decade. An initial hazardous building material survey was performed on the 45,000 square -foot struc- ture, which is considered an historic landmark, Findings Included damaged asbestos, lead paint, universal wastes, and biological waste contamination. Reviewed a haz- ardous building survey report, abatement specifications, and oversight of abatement monitoring and clearance services, Ms, Anglin confirmed that appropriately licensed and trained personnel supported the project and reviewed all project deliverables to confirm quality. City of Irvine, On -Call Services for the Orange County Great Park, Irvine, Cal- ifornia: Quality Assurance Officer for this on -call environmental support con- tract. The former Marine Corps Air Station El Toro is being transformed Into the Orange County Great Park in the geographic center of Orange County. A project area span- ning approximately 4,600 acres, with more than 200 acres developed and 688 acres In planning and design and fully funded, the park master plan includes recreation; competitive sports facilities and parkland; preserves the environment and Orange County's agricultural heritage; and honors the military history of the former air base. To dale services have Included the oversight of removal of non -recyclable, nonhaz- ardous, and hazardous materials encountered during demolition and grading. Ninyo & Moore Is expected to respond to environmental requests within 4 hours. Typical requests Include: health and safety evaluations; identification, abatement, remedl- ation, or legal disposal of contaminated soil, lead based paint, asbestos-contalning materials, underground tanks, drums, wastes, pipelines, and other materials that might have been used, abandoned, and not documented at a military facility of this type and vintage, Ninyo & Moore has responded to more than 15 callouts to -date and completed assessments; provided oversight during removal and disposal activities performed by the City's remediation contractor, performed confirmation sampling and clearances; and prepared closure reports. Ninyo & Moore Is also assisting the City with negotiations with the developer and providing ask assessment support related to on site reuse of contaminated materials removed during the various demolition activities at the site, Nancy Anglin, REM, Quality Assurance officer l Nlnyu&Moore I Geotechnlcal&Environmental Sciences Consultants 25F-46 Nancy Anglin Quality Assurance Officer City of Laguna Beach, Water Tank Ravine Burn Site Remedtation, Laguna Beach, California: Served as Quality Assur- ance Officer for our environmental consulting services to the City in support of the remediation and restoration of primary and secondary bum sites situated In a ravine that is located in a designated open space area. Previous waste characterization was deficient and a supplemental assessment was conducted that successfully characterized and delineated burned wastes. A Remedial Action Plan (RAP) was prepared that recommended the following: clean closure based on the Clty's desire to discon- tinue monitoring the bum site; requirements to remove the temporary shotcrete/energy dissipater constructed to reduce move- ment of wastes downstream within the drainage channel; site conditions consisting of steep slopes with the thickest wastes located within the drainage channel making it difficult to maintain an adequate cap/cover, and the location and size of the burn site. The RAP included a Waste Management Plan, Field Sampling and Analysis Plan, Quality Assurance/Quality Control Plan, and Site Health and Community Health and Safety Plan. Provided consulting and coordination services to other City contrac- tors that Involved preparing remedial action specifications, construction analysis and restoration plans for removing wastes and confirming wastes had been adequately removed, Community outreach was particularly important due to the proximity of a school site and adjacent residences. Required permits were obtained, and then evaluated and acquired pre -approval let- ters for disposal of various waste streams to appropriate waste disposal facilities based on in -situ testing of the wastes during previous assessments. Under the direction of Ninyo & Moore, the waste removal action was performed and Clean Closure was granted to the City by the Regional Water Quality Control Board (RWQCB) and the Local Enforcement Agency (LEA). AUHSD, Proposed School, Anaheim, California: Provided quality assurance and document review for a Phase I Environ- mental Site Assessment (ESA) and Preliminary Endangerment Assessment (PEA) of the West Lincoln Avenue Properties along West Lincoln Avenue and North Ohio Street in Anaheim, California. The school district was considering obtaining the site, which Is adjacent to the Anaheim High School. In general, land use in the vicinity of the site Is primarily commercial and residential, and records indicated several of the current structures present since at least 1927, The Phase I ESA identified some potential historical environmental issues, including former gasoline stations and potential lead based paint and organochlorine pesticides (OCPs), which Ninyo & Moore designed a sampling and analyses plan for during the PEA. The plan was approved by the Department of Toxic Substances Control (DTSC), The PEA was performed and Included a health risk screening evaluation of chemicals of potential concern (COPCs) detected In the shallow soll. We also assisted the school district with obtaining the School Cleanup Agreement with the DTSC, and will proceed with the preparation of the Removal Action Work Plan (RAW). City of Temple City, Various Projects, Temple City, California: Acted as Quality Assurance Officer supporting appro- priate staffing and deliverable reviews for project activities which included hazardous building material surveys for up- coming demolition of a previous mortuary and four apartment buildings as the city was planning to purchase these proper- ties, Asbestos and lead surveys were performed, Including developing an Inventory of universal waste materials. Abatement bidding specifications were prepared for the mortuary, including supporting the City with a pre -bid job walk for abate- ment and demolition contractors. Abatement monitoring services were performed for the mortuary, Including close- out report documentation. Abatement monitoring services for the four apartment buildings is planned for Summer, 2018. City of Los Angeles Bureau of Engineering, Multiple On -Call Geotechnical and Environmental Engineering Services Contracts, Los Angeles, California: Ms. Anglin serves as the Quality Assurance Officer for both the environmental services portions of these on -call agreements with the Bureau of Engineering. Under the environmental portion of these contracts, Ninyo & Moore mainly provides Phase I ESAs, Phase II ESAs, methane surveys, groundwater monitoring and sampling, remediation feasibility studies, and remedial action planning. In her role as Quality Assurance Officer, Ms. Anglin ensures the tasks are staffed with appropriately licensed and experienced personnel, appropriate testing is performed by State Certified laboratories, and ensures deliverables are reviewed by the Professional -in -Charge of the work. Nancy Anglin, RErd, QuaillyAssufanee Officer I Mnyo&Moore I Geotachnical&Environmental Sciences Consullmis 25F-47 Stephen J r Walde, clH, CSP, cMc, CIEC Health & Safety Officer EDUCATION B.S., Occupational Safety and Health, 1989, California State University B.S„ School and Community Health, 1987 California State University REGISTRATIONS/ CERTIFICATIONS American Board of Industrial Hygiene in Comprehensive Practice, CIH No. CP7005 Board of Certified Safety Professionals in Comprehensive Practice, CSP No, 15352 American Indoor Air Quality Council, Certified Microbial Consultant, CMC No.0608087 American Indoor Air Quality Council as a Certified Indoor Environmental Consultant, CIEC No. 0611042 PROFESSIONAL AFFILIATIONS American Board of Industrial Hygiene American Indoor Air Quality Council American Industrial Hygiene Association American Society of Safety Engineers Board of Certified Safety Professionals Mr. Wattle is a Principal Environmental Scientist at Ninyo & Moore and Is the company's Corporate Health and Safety Director. He has extensive experience in the development and Implementation of industrial hygiene, health physics, and Industrial safety programs. His background encompasses projects YAW private industry- and government -funded environmental projects such as large-scale remedial Investigations, waste characterization programs, and remedial actions. He has extensive project management experience in the design of Industrial hygiene programs; asbestos and lead surveys, abatement, and abatement oversight; mold/ microbial testing and risk assessments; indoor air quality investigations; radiological characterization and remediatlon; hazardous waste site activities; emergency response planning; and designing and Implementing hearing conservation and respiratory protection programs. Mr. Waide Is highly knowledgeable in all forms of Industrial hygiene, Industrial safety, and health physics program development. He currently manages a team of Industrial hygienists and construction safety professionals who specialize in asbestos, lead, mold/microbial, and Indoor air quality (IAQ) issues, EXPERIENCE City of Santa Ana, YMCA Building Renovation Project, Santa Ana, California: Mr, Waide has been performed project oversight on all health and safety aspects of the work related to the YMCA building renovation project, a structure that has been vacant for over a decade. An Initial hazardous building material survey was performed on the 45,000 square -foot structure, which Is considered an historic landmark. Findings Included damaged asbestos, lead paint, universal wastes, and biological waste contamination. Reviewed a hazardous building survey report, abatement specifications, and oversight of abatement monitoring and clearance services. Mr, Waide oversaw the abatement monitoring needs for a 4-month duration. City of Temple City, Various Projects, Temple City, California: As the Project CIH, oversaw hazardous building material surveys for upcoming demolition of a previous mortuary and four apartment buildings as the city was planning to purchase these properties, Asbestos and lead surveys were performed, including developing an Inventory of universal waste materials. Abatement bidding specifications were prepared for the mortuary, Including supporting the City with a pre -bid job walk for abatement and demo contractors. Abatement monitoring services were performed for the mortuary, Including closeout report documentation. Abatement monitoring services for the four apartment buildings is planned for Summer, 2018. City of Irvine, On -Call Services for the Orange County Great Park, Irvine, California: As the Project CIH, directed hazardous building material surveys and abatement monitoring services in preparation for demolition of various commercial structures in support of planned redevelopment of the property. Asbestos and lead surveys were performed, including developing an Inventory of universal waste materials. In addition, speck abatement plans were prepared for the City in order to address sub -surface asbestos piping abatement A procedure 5 plan was prepared In accordance with the local South Coast Alr Quality Management District Rule 1403 requirements, Abatement monitoring and clearance services was performed, for the hazardous materials Identified by our surveys and closeout report preparation for each structure or sub -surface abatement location, Stephen J. Waldo, CIH, CSP, C?dC, CIEC, Health & Safety Officer I Nlnyo & Moore I Geotechnlcal & Environmental Sciences Consultants 25F-48 Stephen I Waide Health & Safety Officer City of Beverly Hills, As -Needed Environmental Consulting and Materials, Beverly Hills, California: As Project CIH, currently oversees environmental surveys including asbestos and lead -based paint surveys for renovations and demolitions, including abatement monitoring and clearance Inspections. In addition, various mold and moisture evaluations have been performed. Surveys, monitoring, and mold evaluations were performed for at least 12 facilities including public libraries, community center buildings, commercial office buildings, and historic public park structures. City of Long Beach As -Needed Environmental Consulting and Materials Testing and Inspection Services, Long Beach, California: Mr. Walde has overseen environmental surveys Including asbestos and lead -based paint surveys, abatement monitoring, air quality, and environmental sampling and testing for the City of Long Beach under an as -needed contract. Various structures Include beach restrooms and lifeguard buildings, city buildings, public park structures, community buildings, and libraries, City of Los Angeles Bureau of Engineering, Multiple On -Call Geotechnical and Environmental Engineering Services Contracts, Los Angeles, California: Mr, Walde serves as Health and Safety Officer for both the geotechnical and the environmental services portions of these on -call agreements with the Bureau of Engineering. Under the environmental portion of these contracts, Ninyo & Moore mainly provides Phase I Environmental Site Assessments (ESAs), Phase 11 ESAs, methane surveys, groundwater monitoring and sampling, remediation feasibility studies, and remedial action planning, In his role as Health and Safety Officer, Mr. Walde provides technical support In the fields of industrial hygiene and construction safety to the Contract Manager, Task Managers, and support staff. Mr. Walde also provides senior level review of documents providing waste and worker safety recommendations relating to environmental issues on proposed construction sites. County of Los Angeles Department of Public Works, As -Needed Environmental Services Contracts, Los Angeles County, California; Mr. Walde served as Health and Safety Officer for this multiple award, on -call contract for various sites throughout Los Angeles County. Projects included evaluation of asbestos, lead, and mold; underground storage tanks (USTs); hazardous materials and wastes; former landfllls; and other contaminants In/on building materials, soil, groundwater, and air. Typical projects included the preparation of assessment reports, plans, drawings and cost estimates for abatement, remediation, and disposal of contaminants, and many Included providing bidding/construction support, abatement monitoring, and site closures, Mr. Waide's role on the Helen Keller Park project included addressing client and public concerns with exposure to asbestos and other on -site contaminants associated with the park remodeling project (historic landfill, Solid Waste Assessment Test [SWAT] analysis, Phase I ESA, methane mitigation design, hazardous building materials, geotechnical, etc,). Stephen J. WaIAe,GIN, CSP, chic, CIEC, Health a Safety Officer I Ninyo&Moore I Geotechnical& Environmental Sciences Consultants 25F-49 Travis M. Coburn, PE, Qso Project Manager EDUCATION BS, Environmental Engineering, California State Polytechnic University, San Luis Obispo REGISTRATIONS/ CERTIFICATIONS PE, Civil, No, C73190 (California) QSD/QSP, No. C73190 (California) OSHA 40•hour HAZWOPER with annual 8-hour refreshers OSHA 8-hour HAZWOPER Site SupervlsorTralning Mr, Coburn Is a Senior Project Engineer and has comprehensive experience Implementing technical programs In environmental, water, and geotechnical sectors. As an environmental engineer, Mr. Coburn's emphasis has been on environmental compliance; storm water pollution prevention; Phase I and II Environmental Site Assessments (ESAs); methane surveys and mitigation design; remedial system design and Installation; system startup, operation, and maintenance; site monitoring and sampling; and preparing site closure documents, Mr. Coburn has supervised the preparation of feasibility studies and cost estimates, the completion of remedial design documents and bid packages, securing permits, and supervised treatment, storage, and disposal of hazardous materials. He has worked with a wide -range of local, state, and federal clients and with industrial and commercial clients. As a Senior Project Engineer, Mr. Coburn's responsibilities Include oversight and performance of ESAs, remediatlon, preparing technical reports, and managing complex projects and programs, EXPERIENCE City of Fullerton, Raymond Avenue Grade Separation, Fullerton, Califomia: Served as Project Engineer providing environmental support services forthe Raymond Avenue Grade Separation project at the intersection of South Raymond Avenue and East Valencia Drive In Fullerton, California. The project involved construction of a grade separation for South Raymond Avenue to cross beneath the existing railroad tracks that are aligned along the north side of East Valencia Drive, Mr, Coburn's services included evaluating ADL survey results to provide waste characterization information to the construction manager. Mr. Coburn reviewed contractor submittals regarding Impacted soil and soil data and provided responses including soil characterization, waste handling requirements, on -site reuse recommendations, and waste disposal options, Mr, Coburn also directed in-sftu and stockpile sampling activities upon request, evaluated the data, and provided recommendations. OSHA 24-hour First Responder City of Irvine, On -Call Services for the Orange County Great Park, Irvine, Operations Level California: Task Supportfor Phase II ESA activities under this on -call environmental OSHA Excavation Competent Person supportcontract. The formerMadne Corps Air Station ElToro is being transformed Into Certification the Orange County Great Park In the geographic center of Orange County. A project area spanning approximately 4,600 acres, with more than 200 acres developed and Occupational Safety Councils of 688 acres In planning and design and fully funded, the park master plan includes America Refinery Safety Overview recreation; competitive sports facilities and parkland; preserves the environment and Training Orange County's agricultural heritage; and honors the military history of the former First Aid and CPR Training air base. Mr. Coburn has provided technical support for Phase II ESA sampling and reporting activities. City of Brea, The Tracks at Brea, Brea: Task Support for the Removal Action (RA) of soil contaminated with arsenic and other chemicals of concern along an approximate 0,8-mile length of former railroad tracks planned to be converted to awalking trail and bicycle path. RA activities Included dust monitoring, overseeing excavation activities, confirmation soil sampling, clean Import soil sampling, communicating with Orange County Health Care Agency representatives, and preparing the Removal Action Completion Report (RACR). Mr, Coburn provided technical support for Phase II ESA sampling and reporting activities. Travis M. Coburn, PE, 05D, Project Manager I Ninyo&Moore I Geotarhniral&ErMmmenfal Sclenew Consultants 25F-50 Travis Ma Coburn Project Manager City of Yorba Linda, New Library and Arts & Community Center, Yorba Linda, California: Mr. Coburn was the Project Manager for preparing a methane survey work plan and Implementation of a methane survey, The site is located within the boundaries of the Yorba Linda Oil Field; therefore, a methane survey was conducted prior to development in accordance with the City's Procedure No, 6, Methane Gas Investigation and Mitigation for Newor Existing Structures to be Expanded. Four nested soil vapor wells were installed within the proposed 65,000 square foot footprint In accordance with the Orange County Fire Authority Combustible Soil Gas Hazard Mitigation Guideline. Two rounds of field measurements were conducted to record soil vapor pressure, methane, hydrogen sulfide, and volatile organic compounds. Based on the methane survey detections and a review of the California Conservation Department Division of 011, Gas and Geothermal Resources Well Finder database, methane levels at the site did not require methane mitigation or pose a safety risk. City of Corona, Corona Crossroads Redevelopment Project, Corona, California: Engineer providing environmental consulting to the City of Corona during redevelopment of a former landfill site with Impacts to soil (lead) and soil vapor (volatile organic compounds [VOCs]). Mr. Coburn reviewed the developers soil management plan and provided comments and recommendations. The recommendations included environmental and regulatory compliance guidance and soil profiling and waste management strategies, Due to space and schedule constraints, Mr. Coburn recommended in -situ soli sampling to identify whether the soil planned for excavation on one side of the site could be reused as fill material on the other side, Mr. Coburn reviewed the Excavation Management and Sampling Reports and a Summary of Environmental Review letter prepared by the developers consultants and provided comments. City of Los Angeles Bureau of Engineering, Multiple On -Call Geotechnical and Environmental Engineering Services Contracts, Los Angeles, California: Mr. Coburn serves as a Task Manager for the environmental services portion of these on - call agreements with the Bureau of Engineering, Under the environmental portion of these contracts, Mr. Coburn provides task management and technical support for primarily Phase I and II ESAs, methane surveys, groundwater monitoring and sampling, remediatlon feasibility studies, and remedial action planning, City of Los Angeles CRAfLA— DLA, Wilmington Industrial Park Block 27 Redevelopment Project, Los Angeles, California: Mr. Coburn was the Project Manager and Project Engineer responsible for site investigation and remedial action work for the redevelopment of the industrial site in Wilmington. He negotiated with the regulatory agency, Los Angeles County Fire Department (tACoFD), and prepared and oversaw implementation of an additional assessment work plan to collect soil, soil vapor, and groundwater samples. He also wrote the Removal Action Work Plan (RAW) which has been approved by the LACoFD. City of Colton, Guyaux Landfill, Phase II ESA, Colton, California: Project Manager and Engineer for the preparation of a Phase II ESA Work Plan at a waste disposal site (WDS) measuring 4 acres to characterize and delineate the lateral and vertical extent of the wastes, Including additional investigation of previously identified "hot spot° areas of "soil' containing elevated lead concentrations. Based on information contained in the California Departmentof Resources, Recycling and Recovery (CalRecycle) Solid Waste Information System (SWIS) database, the site was a pre -regulation, closed waste disposal site that reportedly ceased operations In December 1985. A work plan was prepared and submitted to the County of San Bernardino, Department of Public Health and to CalRecycle for review and approval. The Phase II ESA consisted of using a track -mounted excavator to dig approximately 22 trenches to evaluate the types and extents of wastes disposed of at the WDS as well as the potential presence and thickness of covered present. The results of the Phase II ESA were used to assist with evaluating whether the WDS would be capped/covered so the City could construct a soccer complex and community park, Travis M. Coburn, PE, QSD, Project Manager I Ninyo & Moere I Geotechracal & En*onmental sciences Consultants 25F-51 Appendix 6 im sz In 25F-52 ARCO STATION BACKGROUND INFORMATION • February 1988: Prior to the removal of multiple gasoline USTs, exploratory borings were advanced that de- termined significant total petroleum hydrocarbons as gasoline (TPHg) and benzene, toluene, ethylbehzene, and xylene (BTEX) Impacts to the subsurface. • June 19BB: Multiple USTs were removed from the southeast portion of the site. Confirmation soil samples were collected (E-1 through E-5) that revealed TPHg and benzene concentrations up to 43,000 and 496 parts per million (ppm), respectively. • March 1993: A groundwater monitoring program was established under the Santa Regional Water Quality Control Board (RWQCB) oversight. Groundwater sampling Is still presently being conducted, with up to 17 groundwater monitoring wells having been installed around the site and vicinity. • June 1994 to December 1996: A soil vapor extraction (SVE) and carbon treatment system was operated, which removed approximately 1,952 pounds of TPHg. • September 1999: Oxygen -release compounds (ORC) In the form of magnesium peroxide was injected Into the subsurface from 14 direct -push borings (approximately 30 pounds per boring) in September, to increase the level of oxygen aiding In the natural biodegradation of TPHg. TPHg and volatile organic compounds (VOCs) continued to persist after the injection of the ORC, • September- October 2000: A high -vacuum dual -phase extraction system (HVDPE) was operated, which extracted approximately 74,000 gallons of groundwater and 376 pounds of TPHg. • October 2003: A HVDPE system was operated, which extracted approximately 43,000 gallons of groundwa- ter, 294,000 cubic feet of vapor, and 11.5 pounds of TPHg. Based on the low amount of TPHg recovered, HVDPE was considered cost ineffective and discontinued as a viable remedial option. • July 2009: Groundwater monitoring was changed from quarterly to semi-annually based on a letter from the Santa Ana RWQCB. • May 2012: Confirmation soil borings were advanced In the vicinity of former USTs and dispenser Islands. High TPHg and benzene concentrations were reported at 10 feet bgs in two of the borings, but in general concentrations demonstrated a reduction In concentrations of petroleum hydrocarbons. • October 2013: A soil vapor survey and health risk assessment was conducted, which found low vapor con- centrations and insignificant health risks to workers at the ARCO station and nearby residences. • October 2014: The Santa Ana RWQCB accepted groundwater monitoring and sampling to be conducted on an annual basis. The Santa Ana RWQCB also Indicated that the site was eligible for regulatory closure. • April 2017: Groundwater sampled during the second quarter 2017 event indicated residual concentrations of TPHg and benzene at maximum concentrations of 3,200 and 180 micrograms per liter (ugll), respectively. TPHg and VOC contamination is generally confined to the site, and therefore natural attenuation and monk toring is the ongoing remedial action at the site. Appendix B.BAckgvuM rN 25F-53 TABLE 1 - EVALUATION OF LOW THREAT UNDERGROUND STORAGE TANK CASE CLOSURE POLICY CRITERIA Criteria I Meets Criteria? I Comment General Criteria The general criteria established bythe SWRCB under Resolution No. 2012.0016 that must be satisfied by candidate sites are as follows: a. The unauthorized release Is located within the The site Is located In the City of Santa Ana, where water utility service service area of a public water system. Yes is owned and operated by the City of Santa Ana for public service. b. The unauthorized release consists only of The unauthorized release Is from multiple gasoline underground petroleum. Yes storage tank leeks that was Identified In February 1988. G. The unauthorized release from the UST system Multiple USTs were removed In June 1988, which were the cause of has been stopped. Yes the unauthorized release of gasoline to the subsurface. d. Free product has been removed to the Free product has not been a concern at the site. Contamination in soil maximum extent practicable, and groundwater has been remediated through excavation of soils In Yes the lank cavities In 1988, operation of an SVE system between 1994 and 1990, application of ORO to the subsurface In 1999, and two HVDPE events In 2D00 and 2003, e. A conceptual site model that assesses the A soli vapor survey and health risk assessment was conducted in nature, extent, and mobility of the release has 2013, which developed a conceptual site model and summadzed been developed. Yes potential risks to on -site workers and nearby residences. Health risks to receptors were determined to be negligible I. Secondary source has been removed to the The secondary soil source has been removed to the extent extent practicable. Yes practicable. However there are still residual soil Impacts (as indicating tmm confirmation soll bodngs) that may need to be left In place g. Soil and groundwater have been tested for MTSE has been tested in soil and groundwater for many different methyl lad -butyl ether (MTBE) and results Yes investigations and monitoring reports. Currently, the maximum reported In accordance with Health and Safety concentrations of MTBE detected Is 1.5 pgd in groundwater, which Is Code section 26296.15. below the MCL of 13 pgll. h. Nuisance as defined by Water Code Section Under the Call Is Water Code, section 13050(m), nuisance means 13050 does not exist at the site. anything which meets all of the following requirements: 1. Is Injurious to health, or Is Indecent or offensive to the senses, or an obstruction to the free use of properly, so as to Interfere with the comfortable enjoyment of life or property, 2. Affects at the earn time an entire community or neighborhood, or Yes any considerable number of parsons, although the extent of the annoyance or damage Inflicted upon Individuals maybe unequal, 3. Occurs during, or as a result of, the treatment or disposal of wastes. Based on a review of historical documents, a nuisance is not applicable to the site contamination. Media -Specific Crtteria Medla-specific criteria established by the SWRCB under Resolution No. 2012-0016 that must be satisfied by candidate sites are as follows. Candidates must satisfy the criteria for the three merles of concern: (1) groundwater, (2) vapor Intrusion to Indoor air, (3) direct contact and outdoor air exposure, 1. Groundwater If groundwater with a designated beneficial use is The site Is located Wthln the Omnge County Management Zone of the affected by an unauthorized release, to satisfy the Santa Ana RWQCB. The areas Is used for beneficial uses, Including media -specific criteria for groundwater, the municipal and agricultural supply wells. Currently, the nearest contaminant plume that exceeds water quality municipal groundwater well Is over 2,500 feet from the site. The objectives must be stable or decreasing In areal contaminated groundwater plume Is considered stable, but high extent and meet all of the additional The site vlclnity Is concentrations of TPHg still persist In shallow groundwater. characteristics of one of the classes of sites listed eligible for beneficial below. Aplume that Is 'stable or decreasing' Is a use contaminant mass [hat has expanded to Its maximum extent the distance from the release where attenuation exceeds migration. Class 3 a. The contaminant plume that exceeds water The cunent groundwater plume of TPHg and benzene Is quality objectives is lass than 250 feet In length. Yes approximately 100 feet In length In the longest dimension. 25F-54 b. Free product has been removed to the Free product has not been a concern at the site, and Is not known to maximum extent practicable, may still be present Yes currently exist beneath the site. below the site where the release originated, but does not extend off -site. c. The plume has been stable or decreasing for a Monitoring data from the past five years Indicates the dissolved - minimum of five years. Yes phase plume Is stable. TPHg concentrations in wells BH-2, BH-3, and BH-16 remain high, however. d. The nearest existing water supply well or The nearest groundwaterproduction well is greater than 2,500 feet surface water body is greater than 1,000 feet from Yes from the site. the defined plume boundary. e. The property owner Is willing to accept a land If necessary, this Issue will have to be discussed with Tesoro's legal use restriction if the regulatory agency requires a Unknown department. land use restriction as a condition of closure. Class a a. The regulatory agency determines, based on The plume meets most of the conditions for closure under Class 3, an analysis of site specific conditions that under Including not posing a threat to human heath and safety under current current and masonablyanddpated near -term and reasonably anticipated near -tern future scenarios, future scenarios, the contaminenl plume poses a low threat to human heath and safety and to the Yes environment and water quality objectives will be achieved within a reasonable Umeframe. 2, Vapor Intrusion to Indoor Air To evaluate If the madla-specific criteria for petroloum vapor Intrusion to Indoor alram considered a low -threat forthe vapor-Intruslon- to-Indoorair pathway at the site, a site specific soil vapor surveywlll need to be conducted and the date compared to Scenario 1: Unweathered LNAPL In Groundwater of the LTCCP document. The required characteristics are as follows: The site is a retail gasoline service station and will remain as a gasoline service station for the foreseeable future. It Is not anticipeted that the site will house residential buildings. A soll vapor survey and health risk assessment conducted In 2013 determine Insignificant Impacts to workers at the site or nearby residences. 1. The bloatenuaton zone shall be a continuous The groundwater table Is approximately 10 feel below ground surface zone that provides a separation of at least 30 feel at the site. LNAPL has not been encountered in groundwater vertically between the LNAPL In groundwater and monitodng wells In recent sampling events. TPHg Is dissolved In the foundation of exisUng or potential buildings. As groundwater up to 3,200 pgA, based on data collected in April 2017. used In this context unweathered LNAPL is generally understood to mean petroleum product that has not been subjected to significantYes volatilization or solubiliration, and therefore has not lost a significant portion of Its volatile or soluble constituents (e.g., comparable to recently dispensed fuel). 2. Total TPH (TPH-g and TPH-d combined) are In confirnatlon borings advanced in March 2012, residual TPHg In loll less than 100 mog throughout the entre depth of No urea detected up to 2,600 mglkg at 10 feet logs In boring CSB-1. the bicattenuaton zone. 3. 0irect Contact and Outdoor Air Exposure The maximum concentrations of petroleum The maximum concentrations reported for benzene, ethylbenzene, constituents In soil should be compered to the naphthalene, and PAHs in the 6 and 10 That samples ere below the RWOCB's commercial and utility worker RWOCB's commercial and utility worker thresholds, as Indicated in thresholds, as Indicated In Chart 1 , taken from the Table 1 below, taken from the LTCCP. The reported maximum LTCCP to Indicate soil will have no signififcant dsk concentrations from soil evaluations attar remedlal action are: of adversely affecting human health. • The maximum benzene concentration detected in soil was 9.0 mg/kg in soil boring CSB-1-10 collected from 10 feet bgs on W16112 Yes - The maximum ethylbenzane concentration detected in soil was 59 mglkg In soil boring GSB-1.10 collected from 10 feet bgs on 316112 - Naphthalene concentrations have not been reportedrdetected at the site - PolyaromaUc hydrocarbons (PAHs) concentrations have not been reported/detected al the site 25F-55 Appendix C im x 0 25F-56 vwva I �_A I`'lli Ap•lIEW E141 E-1 S q BH-1 - -� i 0 �� t - Pnw B1FiP 1�.�Py-s-E ;, 0 FawEc $I tEl BE-1 E"''qi .pEN-N WARNER AVENUE �mrxn Rxnep u�mwaaMn MYYRMINO epi As -I+ u+�u+x vmrt f5B-t® mfNYNCY ®N etivMO lOLhiNX o-Ea • p.W M =MN "l) P t-a • v m vws uu pmq -r_ pm RIOSX urwllYt � -f l :e A m was for vAx • oomc wunoN p �vPOA xax WVAtans NNIKYO&BORINGMOORE ORt PRO POSED p3� REFEI�10E BfMN9EM'IAONMEMA�PM.301>6ou VAFOREJPVEYANONEALiM RiEAlSEEESMENTR[MRi. FEEL y NOFE;VMFN51CM9, WRECMWAN'J TIONSAF£APPF0.tl M 0 BO 120 Ninyn�Mnnre PROPOSED VAPOR PROBES 2245 SOUTH MAIN STREET SAMA ANA, CALIFORNIA YFPhdmbJ� FAYhnMvtW oYvnwv Cannitmb P05-00718 1 5118 25F-57 Appendix D Wm 25F-58 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CEWnrlICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code. Section 7I06) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 710E the BIDDER declares that the bid is not made hi the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with .anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage. against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository,. or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the ProposaL Signing this .Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California Countyof PaY16 Subscribed and sworn to (or affirmed) before me on this day of �vn2 20JI by A 4: ny Li z.zl proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Ma 810A.CAA80N LA14�VCwmnlaa N 0 2138681 Z d1— WAIJ pok - cloarala Notary Public Signature craw caump g otary Public Seal bamm,ta *41052020 City of Santa Ana RFP Page A3-1 25F-59 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2, if any fiords 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 ofLobbying .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. & Moore Signed and Printed Name: Date June 5, 2018 City of Santa Ana RFP Page A3-2 25F-60.. Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following; employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship, The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrilmnation 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 A3-3 25F-61 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for aviolation of the Chapter. Signed: 471 J . _ Title: Brhtcipal Geologist NJ Firm: Ninyo &Moore Date: _June 5, 2018 City of Santa Ana RFP Page A3-4 25F-62 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment EXH1BTf 10-02 CONSULTANT CONTRACT DBE COMMITMENT 1. Local Agency: City of Santa Ana 3. Project Description: Al- Environmental Site Assessment 4. Project Location: Various 2. Contract DBE Goal: TBD 5. Consultant's Name: Nlnyo & Moore 6. Prime Certified DBE: ❑ 7. Total Contract Award Amount: $45,219.55 8. Total Dollar Amount for L,Lt Subconsultants: TBD 9. Total Number of ALL Subconsultants: TBD 10. Description of Work, Service, or Materials Supplied 11. DBE Certificatlon 12. DBE Contact Information 13. DBE Dollar Number Amount Subconsultant 1: Drillers TBD Subconsultant 2: Heavy Equipment Contractors TBD Subconsultant3: Geophysical Surveyors TBD Subconsultant 4: Fixed -Base Laboratories TBD Subconsultant 5: Mobile Laboratories TBD Subconsultant 6: Land Surveyors TBD Subconsultant 7: Waste Disposal Subconsultant 8: Traffic Control TBD `' i•' ' ` Eocal Agene'y:to Cortlplete:EtIIB$,eotiofl $ TBD 20 Local Agency Contract unmh— 14. TOTAL CLAIMED DBE PARTICIPATION 21. Federal-Ald Project Number. 22. Contract Execution TBD % nae.,• IMPORTANT: Identify all DBE firms being claimed for credit, Local Agency certifies that at DBE certifications are valid and Information an this form Is complete and accurate, regardless of Her. Written ccnflnnatlon of each listed DBE Is required. ( C/h 8/3/2018 23. Local Agency Representative's Signature 24. Date pacers 96. Preparer's§ tin ur 18. Date ate Anthony J. Lizzi, PG, CHG 949.753.7070 25. Local Agency Representative's Name 26. Phone 17, Preparers Name 18. Phone Principal Geologist 27. Local Agency Representative's Title 19. Preparer's Title DISTRIBUTION: 1. Original — Local Agency 2. Copy— Caltmns District Loral Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result In de -obligation of federal funds on contract ADA Notice: For Individuals with sensory disabllitles, this document Is available in alternate formats. For Intonation call (916) 654-6410 or Too (916) 654. 388D or write Records end Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. Page 1 of 2 July 23, 2015 25F-63 Local Assistance Procedures Manual Exhibit 10-02 Contract DBE Commitment INSTRUCTIONS — CONSULTANT CONTRACT DBE CONINUTMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc). 4. Project Location - Enter the project location as it appears on the project advertisement. 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box ifprime contractor is a certified DBE. 7. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant. 8. Total Dollar Amount for ALL Subeonsultants — Enter the total dollar amount for all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 9. Total number of ALL subconsultants — Enter the total number of all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 10. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 11. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be. provided. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/pardal participation. 14. Total Claimed DBE Participation - $; Enter the total dollar amounts entered in the "DBE Dollar Amount" column. %: Enter the total DBE participation claimed ("Total Participation Dollars Claimed" divided by item "Total Contract Award Amount"). If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 15. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 16. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 17. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 18. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 19. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 20. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 21. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 22. Contract Execution Date - Enter the date the contract was executed. 23. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 25. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 26. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 27. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. Page 2 of 2 July 23, 2015 25F-64 IawlAssktence Procedures Manual EXHIBIT B EARItall goi PlDPasal EXKIBIT 10.112 COST PROPOSAL PAGE i OF 5 SPECIFICRATE OF COMPENSATION (USE FORONGILL OR AS -NEEDED CONTRACJS) (CONSTRUCTION ENGINEERINGAND INSFWnON OONTRACFS) Nmc MatvgemNot Albrvet x Prins Consultant ❑Subconsultant 2nd Tier Subconsultant C .Jwt Rion & M. OvjxtNo. FIT No. I84N+ C =No. AI-xnNronmrnyl Slro Data BI12019 Aesevmsent PMge13me6146D0% + 0v hved57.00% + Oene lAdminblrttien42003- 145.00% CaobMdlvdEeetCostwmOCR) (-0%VlxludMin O1O (-O%Vluluded In OlO PFF%- IU6 BILLING INFORMATION CALCULATION INFORMATION Hourly 13011ng Retess E.IicctivedateefhonflYna, Actualer Avg, %w$ Honrlynnga-for NwwJJobTide/CWsifiwtiovt Straight OT 1.Sx ) ( ) OT(ta Prom To y 7 howt refs lnwwsa claesi6wtloos od y Stephen Wades $194.34 N/A WA 9/12018 01,2019 $72.11 $55.005110.00 1Nncipd Ltgineer/OeologuUPuvirovmmM1al Scientist $200.17 N/A 111A 9/12019 012020 $7427 3A0% 5206.17 WA N/A 9112010 81312021 $76.50 3.00% NancyAngfin• $183.99 N/A WA 9112018 8131/2019 $5827 S55D04110.00 Principal PsgiveedGwloglsl/Fnvlmnmmlel Scientist $18951 N/A WA 9112019 8/312020 $7032 3.00% 9195.19 NIA NIA 9/l/2020 821/2021 72,43 1.00% Anthonyl.Liazl' $17491 N/A N/A 9/12018 8/312D19 $64.90 $55m-$]10.00 Principal Engineer/GealoglstJEnvlroomeutd Scientist $180.15 WA N/A 9I12019 012D20 $66.85 3.00% $185.56 N/A NIA 9/I/2020 012021 568.85 3.00% John °Jay"Rohuts $15936 NIA N/A 9112018 8/312019 $59.13 355.00-3I10.00 Principal Fn&needGeologiat/Fm4romnewl Scientist $164.14 NIA N/A 9112019 81312020 $60.90 3.00y $169.06 N/A WA 9112020 8512021 $62.73 3W HWberlo Robles S296A5 NIA WA 9/1/2018 8/312019 $II0D0 $53DDSI 10.00 1Mocipd EnginedOcoloyJsVEnvhemnmtel Scientist $305.34 N/A N/A 9/I2019 9/312020 511330 3.00% $314.50 N/A NIA 9/12MO 8/312M1 $116.70 3DC% Psasad Thhunappe $I58.06 WA NIA Winona 8/312019 $58.65 $50.00-580.00 Sector Scientist $162.80 WA N/A 9/1/2019 8612020 560.41 3.OUA $162.80 1 NIA NIA 9/12020 8/312021 $60.41 3DOYa Gana Bakland $142.94 NIA WA 9112018 8812019 55300 $50.00580.00 Smior Scientist $147.12 N/A WA 9/12019 012020 $5459 3.00% $147.12 N/A N/A 9/12020 8131/2021 55439 3.00% Travis uan- $123.08 WA N/A 9/12018 BA12019 $45,67 S40A0360.00 Swiwl'rojecl Engiveer/QaebgisVEoNrovmeWd Scientist $126.77 N/A N/A 9/12019 81312020 $47.04 3.00% $13058 N/A NIA 9112D20 W12021 548,451 3.00% Michael Cndmer SI2DA9 N/A N/A 9/12018 8/3120I9 $4471 $40.00560.00 SenierPnoJect EngineedGeologisVFmimemental Scientist $124.11 N/A WA 9112019 W12020 $46.05 350% $127.83 N/A WA I 9/12020 8912021 $47.43 3,DO% PWrick Cullip 59539 N/A N/A 9/1/2018 82I2019 $3558 $3D.00-S55.00 Project EngweedGeologisVPnvUwwevtil Scientist $98.76 N/A WA 9112019 8212020 $36.65 3.00% $I01.73 N/A N/A 9112020 9/312021 $37.75 3.00% Desd. Hemuadw $91.98 WA WA 9112018 8/312019 $34.13 525.00-S45.OD Senior StaffEngiaw/Geolog(sl/Emirowvental Scientist $94.74 N/A NIA 91120I9 011202D $35.15 3.00% 59733 N/A WA 9/1/2020 8/312021 $3621 3.00% Petee KeVey $9198 N/A WA 9/12018 8/312019 $34.13 32500445.00 Senior$uREvgleeedGwIDgisVPnvlreamevtai Scientist $94.74 N/A WA 9/12019 8//12020 $35.15 3.00% $97.58 WA NIA 9/112020 82112021 $3621 3.0094 Pedro RDdrlg=-Mendea $90.69 WA WA 9/1/2019 8/31/2019 $33.65 525.00445.00 Savior StaffEngiand(leologisUPnvironmental Scientist S9341 N/A N/A 9/12019 8132020 534.66 3.00% 59621 NIA NIA 9/12020 fl0I2021 53570 3.00% Dennis Bee 58422 N/A WA 9112018 8/312019 S31.25 525,00445.OD Sender SteffEngh¢eNGeolagisilaviraffoc ad Sciwtiat $86.75 N/A WA 9112019 8/312020 532,19 3.00% $8935 N/A WA 9112020 8212021 $33.15 3.00% David Mly $84.22 N/A N/A 9/12018 S212019 $3125 S2540445.00 Seder SleRHngineer/OwlogistlPavirowsrevtal Scientist 386.75 N/A N/A 9112019 8/312020 $32.19 3.00% $89.35 N/A N/A 9/1020 8/312021 533.15 3.00% 1 $77.75 NIA WA 912018 8/312019 $2885 $30D0--Woo SIaHPngineMGwlogiwEavimw WScimtist $80.08 N/A N/A 9112019 9/3120M $29.72 3.OU.b $82.49 N/A WA 9/U2020 8012021 S30.61 3DUk Linda Ton $66.73 N/A WA 911201E 81312019 $24.76 S20DD-$40.Do $mtFEngisteedOeologisVFnvim®enrol Scleadat $68.73 WA NIA 9/12019 8/312020 $2550 3.00-/i 570.79 WA N/A 9112020 1 8131/2021 1 52627 3D0% Al. - EnvVemmenml Site Assessment August2ole 25F-65 Well Atslstanca Proeadures Manual F lb1110 R Coss Proposal n niza11u-m a.VST rHUMbA1. PAOR2OP5 SPECIFIC RATE OF DOWENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CO?4MUCTIONENGPJEERINOAND INSPECTION CONTRACTS) ' Nw.a Mah�pr veTW AuowW x Prime Consultant ❑ Subconsultant 2nd Tier Subconsultaut CoreJrevl Nu9a&Maort P.jMN0. RPPNnIaNl C In4N4 AaaeA ' e' nmtnlnl Slle pate met$ PmgaemWt4Q0W.. + Wwhmd 57.00 Y. + OtvmlAdnln6uetlov420054- 145.CM ConBhxdleu1nnCO9RaIuDCR) (-0%irlWudW mO10 (-0%RIaGNed in Olt) FEE%- to% BD.LINGINFORSIATION CALCULATIONINFORMATION Nemdleb TitldClMdficallop Howb BllBng Raleas ERcctive dateufkwlynto Actual[ or Avg. %orS Hourlyrange-fur Straight OT(I.Sx) OT(2x) From T. heurlyntaa Incr.... .lassificatloos only Jesse Lahanaa S112.70 NIA N/A 9/1/2018 813/2019 $4132 SXOD.SW.00 GIs $116.09 NIA N/A 9/12019 8/312020 $43.0 3.006 $II9.57 N/A NIA 9/GM 81312021 544.31 3,00% Gyula Kerkal $94.33 3111.83 512933 1112111 012O11 $35.W $20A0-$45.D0 Technical 111a ntodCAD Operator $97.15 $113.18 513320 9/12D19 8/312020 $36.05 3.00% 5100.07 S1I8.64 513720 9/12020 8O1202I $37.13 3.00% Arad Kteml $8759 $103.84 $120.09 9/12018 81312019 53250 32D.00445.00 Tecludcal Illustrator/CAD Operator 59022 $106.93 5123.69 MOW 8212020 SI3AB 3.00% $92.92 5110.16 $127.40 9D2020 8/312021 $34A8 3.00% Jon hfidean $8624 $10224 711824 9112018 81312019 $32.DC $20.00$43.00 Technical lRustrstedCAD Openatw 588.83 $10531 $121.79 9112019 MI2020 $32.96 3100% $91.49 $108.47 $125A 911202o e/31/2021 S33.95i 3BD% Alas Helena $74.79 $81L66 $102.54 9/l2018 8/31/2019 $27.75 S20B04,15.00 Technical Illustrator/CAD Operator $77.03 $91.32 3105.61 9/12019 8212020 $2838 3,00% $7934 $94.06 $108.78 9A/2020 a/312021 $29.44 3.W% a sson $36.91 $163.04 5199.16 912018 87311019 53225 SIS.DO.S40.00 Data Processingfrechniaal EdlBnB/Repaaduction $89.52 3106.13 $122.74 9/12019 8012020 53322 3.00 59221 $10931 SI26.42 9/12020 $1312021 $3421 3A Sharon Chang $79.50 $9425 51O9.00 9/1/2018 5012019 529.50 515.00-$40.00 Data FmenshdgT.d.ial Fdil1ng/RepmdueN9n $8139 $97,08 311227 9/1/2019 S212D20 $3039 3.00% $9434 $99.99 $115.64 91112O20 wInD21 $3130 3.00% Geraldine Gudcy $64,69 $76.68 $8258 9112018 8212019 $24.00 $15.00-$40.00 Date Rrocee il/Tackical Editing/Repmtluctlon $66.62 $79.98 $9134 9/12019 8512020 $24.72 3.00% 568.62 1 $8135 1 394.08 1 9/12MO 1 8/312021 1 525A6 3.00% Maryflubnet' $6333 375.08 $8633 9112018 8/312019 $23.50 515.0D.S40.00 Date PreceaxlegMeM.4 PAlifiag/Reproduetien 56523 577.33 $89.44 9112019 8/312020 $24,21 3.00% 567.19 579.66 $92.12 9112020 SM2021 $24.93 3.00% Di. THffat $6333 575,08 SUM 9112018 81312019 $2350 $15.0044D.00 Data Proconin87eehulcal P.didnglReproductlen $6523 577.33 S89A4 9A/3019 8012020 $2421 3AO% $67.19 $79.66 $92.12 9112020 8/312021 $2433 3.00% NMS: I. Key aaacclmmakvukMwllh an-Clidk(y call -11ayaa lhalare sublacl M11waflblu .aahaccua Ilk aadN WADmabmurl mmP1Ywh1alk Fcdaalraapavipla. Subm=4"swWp�lkiawamst PR9onld. 2 Theamipropodalra�matshaRnntbeammded, J, D80:u rao-vrNalhvmbrate•(1+ICA)•(1+pm),IadLea watnto 9wOkupde[cd Doan amvulbashbasmddua Dial, OK mimlluvh cravat ecminugpusod aM eaebWhdd bYampivn ear* Yaaeccrptrd bYOMaave. All msu muitmmPywilL db�Feleml mrtprhicipola (orrthhummmt 4. For dessl0®Dorn wb.smclk Amulnf(cuyRma[wthal <IssMvaan Al - Environmental Site Assessment August2016 I 25F-66 �aniAalYa.a P.Omtlum. manwl L%FDDa10-M CORT'PROPWC Pmai OP! SPECIFIC( OPwn mlA11ONNSBPORD]nG=oASNEBDEDCONIIWCDi) (Cfkb1R11CDON INOMPERRVO AND INlPECTION COVI]I. M (bl6011m4 NmFa kbmwc •PAan Wmntlmv ❑SohmuWcmt NoJeYNa MM IM , ��. AI-enNmnmmnl9xe Dme WMIR NDLOSBI DOUPWIDO (mKPmp:al Sf DVEe OF OTDERDIRECTCOST1 S O[SCRIPIION DPfIBldj (DO:°dry DWI Wit COY TaW ALIm alllnl'ml aiM W:IR4 wise fO3oiM1v0e FwaMer00 ma.tt.ehttl ODC BIIgf.adof! 9uhmvWt®l1:OrEIma,TBD TBD 90 wMw11: N Imt Cowlcmon,TBO TBD SWanuOMOWf: Om 9 TBD TBD lhbm.ullmt 4: PhWEwleborWotlq TBD TBD Stkvm f: FiOSlm ldngelo.ky TBD TOO Sa1T 6: W3 Il1D TAD fa�l.m [W ]: NV TBD TBD T Submmm�tlkt Si OBehsuol TBD Tr TBD IMPORTANTNOTID': 1. Ibta'umm9Y®N0aYm101mlu.'PnaOmII.YwOm.OM'O"aptleYm6MltluwuuJMNaaIMW VPO41MaammefYtrO. f. Pf[mMi OLC mmiwemm,6waalBm lmglmafel'nL.mmLmflryt f, naaaumiamalm.Pa.mPVNgmua cFOmgkc..muD mlkm[6W m.ryWll tmn NWamtlaoabef Ka 1. Mmo�MnTv¢Igomm wTk�e'vb,dnammlmn.Wnwlte.mbvllmoW. f. nm.6mt.m.etlmwvBkwntlacN'bokafWcmalucminimklnEbgddvdvm rm. 6 Te.WrtYutemmeuDmpupponlgtkmelrWngapsy. ]. uwLfvuadml,u.,saeeBkpgnH,wwneEhluemwmtctrwbawmdmwlamm.ruwor..Etr1 m.Bfm.us uib.Lmd.mwidaxaYefhmlcn mo- e. B.mYw..Ngan.mn mm,ewna,w..w.nmmsaaammemiwBe.a.wm wow,..e..uotu.sr®u,,.amunw lmraomla.Y.mtt.wggrmm.um�w u.w.,w�,omwsa 9. Ik,W ptgoW mam10,0 mik maOolAYmY. mYmapyNht4MIrnImYp4rlMlu IP. AJa.dfilbmlNa.Va�ry. II, l.ma�m�sm.a.mPa.maaawmvfopau, AI- FnviNnmcnlal site Auammam AVSUK]B18 25F-67 Local Assistance Procedures Manual Y,xFrmTT TO-TT2 row PRn1)ngAT, PAnt7 A no Exhibit ID-H Cost Proposal Charge Effective Dates: September OTHER DIRECT Price/Unit 2018 thrown Au ust 2021 Charge Price Unit Aquifer Testing Groundwater Monitoring Grundfos Red18ow 2° Pump w controller $ 110 day Groundwater Equipment $ 355 day 3- 30 Rpm Digital Flow Meter/Totahzer $ 230 day Sollnst 150'eec Water Level Meter $ 30 day Level Logger (water column) $ 70 day OlVWater Interface Probe $ 75 day PressdreTransducer $ 65 day Low Flow Pump $ ED day LevelTrcll Trans/data loggers $ 260 week Controller MP50 $ 115 day Barometric Data Logger $ 105 week Marine Battery $ 18 day ng/Excavatlon/Soil Sampling 1/4"X 1/4°bonded tubing $ 0.60 Pont ased Field Consumables $ 100 day pH/Cond/remp Meter $ 25 day Samples (EPA Method 503S) $ 32 per test Turbidity Meter $ 30 day [Enore Syringe Samples (EPA Method 5035) $ 19 per test Rapid Reel Manual Balling Winch $ 115 day ipe end cable locator $ 29 day PVC 1-3/8"Bailer $ SB day sage $ 140 day Dis. Water Sample Sellers Weighted 1.6° $ 6 each sage $ 420 week Disposable VOC Bailer Tips(1.6") $ 2.50 each PID Usage $ 1,260 month Disposable 0.45 Micron Filter $ 20 each FID Usage $ 140 day Nylon String $ 8 roll FID Usage $ 420 week Drum Dolly $ IS day FID Usage $ 1,260 month DOT 17H SS -Sal Water Drums $ 75 each 4Gas Meter Usage $ 140 day 3/8"Ploy'rubing $ 0.50 foot 4-Gas Meter Usage $ 470 week Peristaltic Pump/MlaoPurge Pump $ 30 day 4-Gas Meter Usage $ 1,260 month Polyethylene check valves $ 15 each Weather5tatlon $ 75 day Hazardous Building Material Survey Weather Station $ 225 week HSMSSampling Equipment $ 25 day Weather Station $ 675 month NrSampling Equipment $ 50 day Dust Monitor (personal hand held) $ 100 day XRF Analyzer Usage $ 300 day Dust Monitor (personal hand held) $ 300 week XRF Analyzer Usage $ 1,200 week Dust Monitor (personal hand held) $ 900 month XRFAnalyeerUsage $ 3,600 month GPS Unit $ 250 day Deimhurst Moisture Meter $ 35 day GPS Unit $ 75D week Level C Personal Protective Equipment $ 25 person -day GPS Unit $ 2,250 month Laval O Personal Protective Equipment $ 10 person -day Vapor Extraction Testing Manual Soil Vapor Survey Vapor BOX $, 30 day Jack Hammer(Ratehammer) $ 60 day edlar Bags $ 28 each Nylalf wtubing 3.19"ID1/4 OD $ 0.50 foot Summo Regulator $ 75 each Disposablellp $ 15 each SummaCanister $ US eadh NOTE. Otherequlpment ondsupplieg andsubcontrodeds.1m; (including analytical laborutaryservices) will be Invoiced atcostplus 10% Al - Environmental Site Assessment August 2018 25F-68 Local Assistance Procedures Manual EXHIBIT 10-H2 COST PROPOSAL Pages of5 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terns and the fo0owing requirements: 7. Generally Accepted Accounting Principles (GAAP) 8. Terms and conditions of the contract 9. Title 23 United States Code Section 112 - Letting of Contracts 10. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 11. 23 Code of Federal Reeulations Part 177, - Procurement, Management, and Administration of Engineering and Design Related Service 12. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Hoard (when applicable) All costs must be applied consistently and Early to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifving: Name: Title*: Anthony J. Lizzi, PG, CHG Principal Geologist Signature: Date of Certification (miri/ddlyyyy): Mots Email: Phone Number: alizzi@ninyoandmoore.com (949) 753-7070, ext. 12214 Address: 475 Cmddard, Suite 200, Irvine, CA 92618 * An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. Lin services me Comallranr IS Environmental Site Assessments Hazardous Materials Surveys EXHIBIT 1D0.H Cost Proposal Al - Environmental Site Assessment 25F-69 August 2018 25F-70 AGREEMENT TO PROVIDE ENVIRONMENTAL SITE ASSESSMENT SERVICES ON AN ON -CALL BASIS THIS AGREEMENT is made and entered into this 21st day of August, 2018 by and between KMEA ("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 May 8, 2018, the City issued Request for Proposal No. 18-043, by which it sought a consultant to provide various environmental services on an on -call basis for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-043. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the environmental site assessment services that were described in the scope of work that was included in RFP No. 18-043 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. ALLOWABLE COSTS AND PAYMENTS a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Consultant's Cost Proposal attached as Exhibit B. Consultant is one of two consultants selected to provide environmental site assessment services on an as -needed basis under RFP No. 18-043. The total compensation for these services provided by all consultants selected under RFP No. 18-043 to perform them shall not exceed $149,850 during the term of the Agreement, including any extension periods. This sum is comprised of (1) the base amount of $135,000 and (2) an I I% contingency in the amount of $14,850 for additional services at the City's sole discretion. EXHIBIT 2 Page 1 of 14 25F-71 b. Consultant will be reimbursed for hours worked at the hourly rates specified in Consultant's Cost Proposal attached as Exhibit B. The specified hourly rates shall include direct salary costs, employee benefits, overhead, and fee. These rates are not adjustable for the performance period set forth in this Agreement. In addition, Consultant will be reimbursed for incurred (actual) direct costs other than salary costs that are in the cost proposal and identified in the cost proposal and in the executed Task Order. C. Specific projects will be assigned to Consultant through issuance of Task Orders. After a project to be performed under this Agreement is identified by City, City will prepare a draft Task Order less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a City Project Coordinator. The draft Task Order will be delivered to Consultant for review. Consultant shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost, the finalized Task Order shall be signed by both City and Consultant. d. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in Consultant Cost Proposal. e. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. f. When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from City before exceeding such estimate. g. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred. I Consultant shall not commence performance of work or services until this Agreement has been approved by City, and notification to proceed has been issued by City. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. i. A Task Order is of no force or effect until returned to City and signed by an authorized representative of City. No expenditures are authorized on a project, and work shall not commence until a Task Order for that project has been executed by City. j. Consultant will be reimbursed, as promptly as fiscal procedures will permit upon receipt by City of itemized invoices in triplicate. Separate invoices itemizing all Page 2 of 14 25F-72 costs are required for all work performed under each Task Order. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number, project title, and Task Order number. Credits due to City that include any equipment purchased under the Equipment Purchase provision of this Agreement must be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to City at the following address: City of Santa Ana, Public Works Agency, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, CA 92702. k. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this Agreement, 1. The total amount payable by City for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by contract amendment. In. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order, no payment will be made until the deliverable has been satisfactorily completed. n. Task Orders may not be used to amend this Agreement and may not exceed the scope of work under this Agreement. o. The total amount payable by City for all Task Orders resulting from this Agreement shall not exceed $149,850. It is understood and agreed that there is no guarantee, either expressed or implied, that this dollar amount will be authorized under this Agreement through Task Orders. 3. COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS a. Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. b. Consultant agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. C. Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to City. Page 3 of 14 25F-73 4. PERFORMANCE PERIOD a. This Agreement shall go into effect on the date first written above, contingent upon approval by City, and Consultant shall commence work after notification to proceed by City. This Agreement shall end on August 20, 2021, unless terminated earlier in accordance with Section 21. The term of this Agreement may be extended for up to two 1-year periods upon a writing executed by the City Manager and City Attorney. b. Consultant is advised that any recommendation for contract award is not binding on City until the Agreement is fully executed and approved by City. C. The period of performance for each specific project shall be in accordance with the Task Order for that proj ect. If work on a Task Order is in progress on the expiration date of this Agreement, the terms of the Agreement shall be extended by amendment. 5. STATE PREVAILING WAGE RATES a. If applicable, Consultant shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work. Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section, unless the awarding agency has an approved labor compliance program by the Director of Industrial Relations. C. When prevailing wages apply to the services described in the scope of work, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. 6. INDEPENDENT CONTRATOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Page 4 of 14 25F-74 OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 8. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. Page 5 of 14 25F-75 d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 9. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) forpersonal 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 Page 6 of 14 25F-76 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. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 11. RETENTION OF RECORDS/AUDIT For the purpose of determining compliance with Public Contract Code 10115, et seq, and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable, and other matters connected with the performance of this Agreement, pursuant to Government Code 8546.7, Consultant, subconsultants, and City shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Agreement, including but not limited to, the costs of administering the Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under the Agreement. The state, State Auditor, City, FHWA, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of Consultant and its certified public accountants work papers that are pertinent to the contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. 12. AUDIT REVIEW PROCEDURES a. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by mutual agreement shall be reviewed by City's Executive Director of Finance. b. Not later than 30 days after issuance of the final audit report, Consultant may request a review by City's Executive Director of Finance of unresolved audit issues. The request for review will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by City will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 13. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such Page 7 of 14 25F-77 information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 14. CONFLICT OF INTEREST a. Consultant shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this Agreement, or any ensuing City construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing City construction project that will follow. b. Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 15. REBATES, KICKBACKS, OR OTHER UNLAWFUL CONSIDERATION Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any City employee, For breach or violation of this warranty, City shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 16. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons; To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) Page 8 of 14 25F-78 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: KMEA 2423 Hoover Avenue National City, CA 91950 Attn: R.C. Forrest, III A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 17. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each 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. 18. SUBCONTRACTING a, Nothing contained in this Agreement or otherwise, shall create any contractual relation between City and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to City for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts Page 9 of 14 25F-79 and omissions of persons directly employed by Consultant. Consultant's obligation to pay its subconsultant(s) is an independent obligation from City's obligation to make payments to the Consultant. b. Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this Agreement shall be subcontracted without written authorization by City, except that which is expressly identified in the approved Cost Proposal. C. Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by City. d. All subcontracts entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. e. Any substitution of subconsultant(s) must be approved in writing by City prior to the start of work by the subconsultant(s). 19. EQUIPMENT PURCHASE a. Prior authorization in writing by City shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or consultant services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. b. For purchase of any item, service or consulting work not covered in Consultant's Cost Proposal and exceeding $5,000 prior authorization by City, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. C. Any equipment purchased as a result of this Agreement is subject to the following condition: "Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, Consultant may either keep the equipment and credit City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures and credit City in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by City and Consultant, If it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by City." 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project. Page 10 of 14 25F-80 20. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 21. TERMINATION City reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant with the reasons for termination stated in the notice. City may terminate this Agreement should Consultant fail to perform the covenants herein contained at the thne and in the manner herein provided. In the event of such termination, City may proceed with the work in any manner deemed proper by City. If City terminates this Agreement with Consultant, City shall pay Consultant the sum due to Consultant under this Agreement prior to termination, unless the cost of completion to City exceeds the funds remaining in the Agreement, in which case the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 22. NON-DISCRINIINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 23. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 24. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 11 of 14 25F-81 25. STATEMENT OF COMPLIANCE a. Consultant's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. b. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-0, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. c. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally -assisted programs of the Department of Transportation — Title 49 Code of Federal Regulations, Part 21 — Effectuation of Title VI of the 1964 Civil Rights Act). Tide VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. d. The Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT'S Regulations, including employment practices when the Agreement covers a program whose goal is employment. Page 12 of 14 25F-82 26. DEBARMENT AND SUSPENSION CERTIFICATION a. Consultant's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)", which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to City. b. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 27. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA RAUL GODINEZ II City Manager Page 13 of 14 25F-83 APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: J6hn M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency CONSULTANT Name: R.C. Forrest, III Title: President Page 14 of 14 25F-84 EXHIBIT A Proposal for Request for Proposals (RFP) for Various Environmental Services RFP No.: 18-043 Submitted to: City of Santa Ana Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Prepared By: KMEA 2423 Hoover Avenue National City CA 91950 June 5, 2018 25F-85 2423 Hoover Avenue National City, CA 91950 619-399-5900 wwwAnneamet June 5, 2018 Kenny Nguyen City of Santa Ana Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Re: Request for Proposals (RFP) Various Environmental Services, RFP No.: 18-043 for The City of Santa Ana Dear Mr. Nguyen: Please find enclosed KMEA's Proposal in response to the City of Santa Ana's Request for Proposals (RFP) Various Environmental Services, RFP No.:18-043. KMEA, is a Service Disabled Veteran Owned Small Business (SDVOSB) verified by the Center for Veteran Enterprise (CVE). KMEA has ample experience supporting clients on all aspects of Environmental Site Assessments and Hazardous Materials Surveys. We have the flexibility and responsiveness of a small company as indicated by our customers' great reviews. At the same time, we have the capacity and reliability to perform large Jobs as proven by our track record. Headquartered in San Diego, California, we perform work throughout Southern California, so we understand the requirements and have strategically partnered with experienced firms to successfully execute this program. KMEA was the 2015 SBA Veteran Owned Small Business of the Year in San Diego, CA and also was selected as the "Veteran - Owned Small Business of 2016' by United Veterans Council of San Diego County. Contract Agreement Statement KMEA has reviewed the contents of the Request for Proposal for Various Environmental Services (RFP No.18-043) and takes no exception to and concurs with any and all of the provisions as contained in the Agreement attached as Attachment 2 in the Appendix provided in the RFP. Thank you for reviewing our submission. Please contact Lynn Nixon, Business Development Director, at (619) 787-0515 if you wish to discuss our proposal. Sincerely, Aer R,C. Forrest III, PE (TX) President KMEA City of Santa Ana Page f June 5, 2018 Various Environmental Services RFP NO.: 18-043 25F-86 City of Santa Ana Various Environmental Services RFP NO.:18-043 FIRM AND TEAM EXPERIENCE © KMEA„ June 5, 2018 25F-87 ® KMEA FIRM AND TEAM EXPERIENCE KMEA is a California Department of General Services certified DVBE and Small Business headquartered In San Diego, California. Founded in 1996, KMEA has established a successful track record at local, state and federal levels supporting Its clients with programs requiring concurrent performance and delivery of assignments under multi -task and long-term contracts Involving environmental assessments, hazardous materials surveys and remediation projects. Primary elements of work performed and deliverables produced under these contracts are Identical to those service areas requested by the City of Santa Ana (City) including Phase I Environmental Site Assessments (ESAs), Phase II ESAs, and Hazardous Materials Surveys and Testing for Lead -Based Paint (LBP) and Asbestos. Other related core service areas offered by KMEA that are of added benefit to the City include feasibility surveys; remedial planning, design and Implementation; environmental condition of property (ECP) assessments (similar in nature and scope to Phase I ESAs); air and storm water monitoring and compliance. KMEA has the flexibility and responsiveness of a small company as indicated by our Client Quality Rating (over 89% Exceptional or Very Goodl). We have the capacity and reliability to perform large jobs as proven by our track record. Our technical professional staff comprises 43 Project Managers, Professional Engineers, Professional Geologists, Environmental Engineers and Scientists with several combined years of experience directly relevant to the services required by the City. KMEA was the 2015 SBA Veteran Owned Small Business of the Year in San Diego, CA and was selected as the "Veteran -Owned Small Business of 20160 by the United Veterans Council of San Diego County. With a total of 93 technical and administrative staff, KMEA boasts the capability and the credentials to perform various environmental services on an as -needed basis with Its in-houseCepth)na personnel supported by teams of subcontractors with whom we have safely and effectively completed numerous assignments in the past. KMEA has performed over $3M in environmental assessments and investigations as well as corrective action combined which aligns perfectly with the nature and scope of work required under this solicitation. This is evidenced by our gexample projects in the Relevant Project Experience section. Our ability to meet schedules is proven In every Client Quality Rating, which consistently rates us as Very Good or Exceptional because we perform on time and on budget, The project organizational structure, as illustrated in the accompanying Project Organization Chart depicts the lines of communication between the City, the designated KMEA Project Manager and the team. As shown in this chart, the contract will be supported by a KMEA team of highly qualified environmental professionals specialized in those service areas specifically called out by the City. The professionals selected possess the technical skills, background and certifications combined with several years of experience having conducted Phase I ESAs, Phase II ESAs and Hazardous Materials Surveys. Resumes of our key environmental professionals listed in the project organization chart are provided as an attachment to this proposal. Forthe purposes of this contract, KMEA has assembled a stellar team of professionals to support the City with its mission and project objectives. We have selected Massoud Kariml, PG, a California -Registered Professional Geologist, as the Project Manager and main point of contact for the City for this contract. Mr. Karim! has over 30 years of professional consulting experience working on similar projects for cities, municipalities, State of California and local public agencies, as well as for the Federal government. He will be supported by Mr. Tim Helronimus, PG, CEG, who Is designated as the Principal -In -Charge (PIC) under this contract. Mr. Heironimus is also a California -Registered Professional Geologist and Certified Engineering Geologist with over 38 years of directly relevant environmental consulting experience. As the PIC, he will provide senior technical review and ensures that all deliverables under this contract meet or exceed the City's expectations by applying KMEA's rigorous quality assurance/quality control program prior to submittal. KMEA maintains a Quality Assurance Program (QAP) In compliance with ISO 9001:2015, All work performed at KMEA is conducted in strict compliance with our Corporate Quality Assurance program. In addition, Mr. Helronimus will ensure the full commitment of KMEA's professional staff and resources throughout the term of the contract. To ensure seamless and uninterrupted communication between the City and KMEA throughout the entire term of the contract, we have selected Mr. Matt Fuller, ENV-SP, as the Deputy Project Manager, to function as the point of contact for the City at times when Mr. Karim! may not be available, As a seasoned Environmental Scientist and Project Manager, Mr. Fuller will have a key involvement City of Santa Ana Page 2 June 5, 2018 Various Environmental Services RFP N0,:18-043 r•• ® KMEA; in day-to-day task management as well as technical and administrative leadership functions associated with the Cityrs projects, providing support to the KMEA Project Manager. As such, Mr. Fuller will maintain a keen understanding of the program needs to remain fully responsive to the City's requests on as -needed basis. Following receipt of a Task Order from the City, the Project Manager or his deputy will select a Task Order Leader from the pool of our qualified technical staff to support the project. We have sufficient internal manpower to support multiple task orders concurrently. KMEA fully understands that much of the contract work will be in the field. When field operations are needed KMEA will mobilize the Task Order team and set up field operations. We have an excellent mobilization track record that will be led by the Project Manager, We have successfully conducted more than 2,000 remote site activities nationwide since 1996, The KMEA Project Manager has the decision -making authority to direct the team and control the utilization of subcontractors, materials and other services as needed. Health and Safely The number 1 priority at KMEA is the Health and Safety of Its employees and the general public when working in the field. KMEA has a full-time Safety Officer who is responsible to ensure all contract requirements are met. Our safety program for this contract will be managed and supervised by Susan Gulbrandsen, CIH, CSP. KMEA is committed to preventing the accidental loss of any of its resources, including employees and physical assets. Safety is the direct responsibility of all managers, supervisors, employees, and contractors. The Company's Health and Safety Manual is the basis for all employees to follow, We amend the document to address any contract specific requirements. Our safety program is structured around Industry standards and in compliance with legislative requirements. Quality Assurance All work performed at KMEA is In compliance with our Corporate Quality Assurance program. KMEA maintains a Quality Assurance Program (QAP) in compliance with ISO 9001:2015. The QAP Is avallable for inspection at our corporate office upon request. Program and Task Order Financial Management KMEA aggressively manages cost and schedule performance of all work undertaken for the City. KMEA uses a DCAA compliant application, PROCAS, to provide near real time status of the contract. PROCAS includes a tracking/accounting system and models our Work Breakdown Structure (WBS). Upon receipt of a contract or task order, KMEA's contracts group Initiates a job authorization and assigns a job number. Upon receipt of a Task Order KMEA enters the Information Into PROCAS. Each work element number and task order number correlates to a WBS element of the contract. KMEA has several years of experience working on public projects and as such, has demonstrated knowledge, expertise and capabilities in executing projects under the on -call and as -needed type of contracts. Our internal project management system affords us the unique flexibility to tailor our products and services to optimize our responsiveness in meeting the needs of our municipal and public agency clients. Our experience shows that in many cases, response time is of the essence. For that reason, we are prepared to provide project budget and schedule tracking information and supporting technical data within a very short time window following receipt of a time -critical request from our clients. Based on its keen understanding of the fundamental elements that are paramount to successful contracts execution, KMEA has assigned the key roles and responsibilities for handling such matters as contracts management, procurement, invoicing, project control and tracking to our seasoned contracts administration and procurement staff who possess years of relevant and hands-on experience delivering the kind of support services the Clty will expect from a well -established and reputable company. Table 1 below is a personnel qualifications matrix which summarizes the relevant technical qualifications of the KMEA professional staff selected forthis contract along with their years of experience, degrees held, and an estimate of the percentage of time they will be devoting to the project during the fife of the contract. City of Santa Ana Page 3 June 5, 2018 Various Environmental Services RFP NO.:18.043 25F-89 Project Organization Chart —RFP No. 18-043 City of Santa Ana Santa Ana Public Worksggency a Kenny Nguyen —City Pmject Manager Environmental Health and Safety Project Manager Principal-In-Charge/QC Manager Manager Meesoutl Kadml, PG Tim Heironhnus, PG, CEG Susan Gulbrandsen, CIH, CSP Contracts/Procurement Manager Deputy Project Manager Lou Ann Vogler Matt Fuller, ENVSP Phase I ESAs (A1") Erik Hauensteln, EIT Me Nlkmanash, ENVSP Jon Holstein, ENV-SP Peter Ghiulemila Database Support Sarah Bailey. ENVSP EmAronmenlal Coto Reacurcee (EDR) T.wrk Surveying, Ina" ErMmnmental Wasle Mnlmlmdon, Ina E.R.W Phase II ESAs and Remediation (Al ") Hazardous Materials Surveys (A2") Cheryl Mahn, GIT Chda Norman, PE, ENV -Sp John Hochgunel, CAC Roger Mathes, CAC Matt Fuller, ENVSP Jon Holstein, ENVSP Mltcheil, CAC JoModel GelWhn rdoaneah, Nla NlkmENV-SP Joseph Plummer Erik Hauansleln, EIT Sarah Taber, ENV-SP Ulf Richter Model Gellerdo Ikmtrcd In the Re ant brP.,—I SUBCONTRACTORS TectAnnerlca Labcratenes ABC LlbW Grilling, Inc Be I. EnWmnmenral SnMces, Inc. GIS/CAD Support Erik Hauenstain, EIT Kelly Kwok, EIT Rose Rutherford, EIT AmerlSd Lebcretedw Me Sewers Coryomaan Kelsurveys, Inc ^ 25F-90 ® KMEA 0 Table 1— KMEA PERSONNEL QUALIFICATIONS MATRIX TECHNICAL QUALIFICATIONS N Q. N E Our Team Staff N ¢ N N o Experience and o o N d Expertise Exceed 0 N c o' ° ALL.Splicitation Q ? o a, ro o Requirements a ¢ ¢ x u7 LG y v a � a) o C W W o — o .0 ] o N E N 0 fn N E w m m, a)m ofMass Q . Matt Fuller, ENV -SF Chris Norman, PE, ENV-SP__ Jon Holstein, ENV-SP -Rose RutherFord, Sarah Taber, ENV-SP John Hochgurtel, CAC Roger Mathes, CAC John Mitchell, CAC *18 Years on Average from KMEA's Technical Personnel proposed for this contract providing the exact work this contract requires. City of Santa Ana Page 5 June 5, 2018 Various Environmental Services RFP NO,: 18-043 25F-91 City of Santa Ana Various Environmental Services RFP NO.:18-043 UNDERSTANDING OF NEED ji LKMEA, June 5, 2018 25F-92 ll LKMA. Based on our review of the Request for Proposals, KMEA fully understands the nature and scope of services requested by the City, As part of this solicitation for Various Environmental Services, the City wishes to retain a qualified consultant to provide: • Phase I ESAs • Phase II ESAs; and • Hazardous Materials Surveys to include LBP and Asbestos evaluations, Phase I ESAs (,All —Anticipated Approach, Tasks, Deliverables, and Special Considerations Our approach to conducting Phase I ESAs is in general accordance with the ASTM Standard E1527 and the U.S. EPA "All Appropriate Inquiry" (AAI) and consists of the following steps: • Attend a kick-off meeting with the client point of contact (City) to discuss the nature and scope of desired survey. • Identify the property location Including address, parcel number and size of the target property. • Identify the site contacts and personnel familiar with the history of the site to conduct personal Interviews. • Order the Environmental Data Resource (EDR) one -mile radius report pertinent to the target property. • Review pertinent and readily available historical documents such as historical aerial photographs, topographic maps, Sanborn Maps. • Review readily available and pertinent historical documents for evidence of potential environmental concerns for both surface and subsurface associated with prior land uses. • Following obtaintng approval from the City, setup interviews with knowledgeable site owners/operators (current and former owners and occupants) Including adjacent property owners and/occupants and applicable local government officials to identify historical operations conducted on the project site and adjacent properties. • Review readily available literature to assess the existing site geology, hydrology, hydrogeology and potential for chemical contaminant migration from offsite sources. This Includes a review of available literature to identify the presence of water supply wells, and oil and gas wells within the one -mile radius of the target property. Emerging contaminants such as Per - and Polyfluoroalkyl Substances (PFAS) have become a topic of many due diligence investigations. The KMEA team Is currently supporting its clients with in-depth evaluation of these contaminants at various sites it is investigating and has up- to-date, hands-on experience with survey methodologies and chemical characteristics and behavior of such contaminants in various types of media. KMEA will also explore the possible presence of such substances and their on -site migration potential from offsite sources, if any, during Its review of available documents. In addition, other more conventional contaminants such as petroleum hydrocarbon contamination, i.e., from nearby retail gas station sites, dry cleaner sites, etc., will be considered during the document review process. Vapor intrusion has also become a focal point of environmental concern and a subject of much review and scrutiny as part of due diligence studies. Therefore, as a key component of our Phase I ESAs, attempts will also be made to identify offsite or on -site sources for vapor phase migration of contamination. The results of these findings are subsequently summarized In our Phase I ESA report. • Set up file review appointments with regulatory agencles to review the status of unauthorized release cases pertinent to establishments Identified to pose a potential risk to the target property during review of the historic documents Including the EDR report. • Conduct a site reconnaissance to document site conditions. This would typically consist of a site walk-through to evaluate the site conditions and identify areas with evidence of past or present environmental conditions of concern. our site reconnaissance also consists of preparing a photo -documentation along with photo logs describing the site conditions and locations visited and surveyed. Inaccessible locations will be diligently marked and documented. A site map showing locations of relevant site features and conditions noted will also be prepared during our reconnaissance. For active facilities, pertinent operation permits and applicable licenses and agency site inspection records will be reviewed and photocopied or documented, where feasible. This includes documents such as business license, air compliance permit, waste inventory and management records among others, where applicable. • Provide a verbal summary of our findings to the City immediately following completion of review of available pertinent documents and site reconnaissance results. This is to provide the City with critical data needed in order to facilitate making Informed decisions regarding a property transaction In an accelerated fashion. • Prepare a Phase I ESA Report. The report will provide concise Information from the research conducted and will include a discussion of our findings from our survey and site reconnaissance. The report will outline the Recognized Environmental City of Santa Ana Page s June 5, 2018 Various Environmental Services RFP NO.:18-043 25F-93 Conditions (RECs) Identified with the classification of each REC per the ASTM and AAI guidelines: llLKME:A., o Recognized Environmental Conditions (RECs): defined under the ASTM standard as "the presence or likely presence of any hazardous substances or petroleum products In, or at a property due any release to the environment, under conditions indicative of a release to the environment, or under conditions that pose a material threat of a future release to the environment. The term is not meant to include "de minimis'conditionsorconditions not likely to exist. o Controlled Recognized Environmental Conditions (CRECs): defined as 'a recognized environmental condition resulting from apast "a recognized environmental condition resulting from apastrelease of hazardous substances orpetroleum products that has been addressed to thesatisfactfon of the applicable regulatory authoriV. Examples of CRECs would be the issuance by the local regulatory agency of a'no further action required" letter, property use restrictions, activity and use limitations, etc. o Historic Recognized Environmental Conditions (HREC): defined as a past release of any hazardous substances orpetroleum products that has occurred In connection with the propertyand has been addressedto the satisfaction of the applicable regulatory authority or meeting unrestricted use crferfa established by a regulatory authority, without subjecting the property to any required controls (for example, property use restrictions, acUvffy and use limitations, institutional controls, engineering controls). A historical release may be classified as a current REC if it poses a current threat to the subject property, or If regulatory criteria has been updated and therefore Includes the historical release as a current problem. o Deminimisconditlons: defined as 'conditions that generally do not present a material risk of harm to public health or the environment and that generally would not be the subject of a government enforcement action if reported to the appropriate governmental agency. De minimis conditions are not RECs. o Material threat: defined as 'a physically observable orobvious threat which Is reasonablylikely to lead to a release that in the opinion of the environmental professional, Is threatening (imminent) and might result In Impact to public health or the environment. An example of a material threat (as excerpted from the ASTM standard) might include an aboveground storage tank that contains a hazardous substance 2 3 and which shows evidence of damage. The damage would represent a material threat if it is deemed serious enough that it may cause or contribute to tank integrity failure with a release of contents to the environment, conversely, the mere presence of an above ground storage tank alone (without damage severe enough to cause a release of contents) does not constitute a material threat under the ASTM standard. For added reference, our Phase I ESA Report organizational structure is as follows: • Introduction • Subject Site Identification and General Description ■ Geologic, Hydrogeologic Conditions • Historic Information • Site Reconnaissance • Regulatory Information • Interviews • Findings, Conclusions, and Recommendations • Limitations Appendices: • Maps and Figures • Site Photographs • EDR Report - Regulatory Database Search • Supporting Documentation • Preparer Credentials Upon review and receipt of comments from the City, KMEA will provide resolution to comments received and proceed to finalize the report upon approval by the City. City of Santa Ana Page 7 June 5, 2018 Various Environmental Services RFP NO.: 18-043 25F-94 © KMEA Based on our review of the RFP, It is our understanding that the City wishes to procure the services of a qualified environmental consulting firm to conduct Phase II ESA tasks that Include but not limited to: • Collection of soil and water samples from the project site, • Drilling soil borings. • Performing geophysical testing for buried/underground storage tanks and drums. • Installing groundwater monitoring wells and analyze the presence of contamination. Depending on the sample results, additional site investigation and potential remedial actions maybe required. • Preparing Phase II ESA report detailing the compilation and analysis of the data collected including interpretation of the findings and recommendations for any follow-on work required. • Coordinating with local govemment officials and/or contractor to conduct the necessary sample collection, submitting the required forms/reports and obtaining the complete case closure certification. Our approach to conducting Phase II ESAs is In general accordance with the ASTM Standard Et 527 and the currently acceptable standard practices in Southern California. Our general approach consists of the following steps: • Attend a kick-off meeting with the client point of contact (City) to discuss the nature and scope of desired survey. • Review previous Investigation results to assess the nature and extent of site contamination identified from soil, groundwater, soil vapor and other media sampling and analyses conducted, where applicable. • Review site history in relation to operational site use and potential for migration of identified contaminants of concern on and offsite. • Determine if the site has been assigned a regulatory case due to past or current release(s) of contaminants. • Upon approval by the City, review the regulatory case files on the State Geotracker database, If the site is under regulatory review, and consult with the agency to gain a thorough understanding of the status of the case In the regulatory process. • Design a scope of Phase II ESA based on the results of historical document review and review of regulatory case history, where available. • Consult with the City and obtain approval of the scope. If the case Is under regulatory oversight, upon approval from the City and with participation of the City Project Manager, attend a meeting with the regulatory agency to discuss the planned approach. • Prepare a work plan and sampling analysis plan in accordance with the KMEA's project quality assurance plan and other applicable quality control standards and to summarize the key elements and approach for the Intended Phase II ESA. • Prepare a site safety plan and community health and safety plan in compliance with the applicable California Occupational Safety and Health Administration (CaIOSHA) rules and regulations to detail the hazards and avoidance and mitigating measures associated with the planned investigations. • Upon approval of the planning documents by the City and regulatory agency, as applicable, start the permit process for any intrusive work that may require agency permits, i.e., exploratory boring, groundwater monitoring well installation or destruction permits, etc. • Obtain scaled site drawings and underground and above -ground utility maps and other Infrastructure maps with details for accurate location of such utilities. • Call the Underground Dig Alert of Southern California to establish a ticket number and clearly mark underground and any above -ground utilities for the proposed investigation locations. • Retain the services of an Independent geophysical contractor to locate and visibly mark -out underground utilities locating and mark out services company to locate and clearly mark out utilities In the areas of the proposed investigation. • Procure qualified and properly licensed subcontractors for drilling, excavation, sampling, analytical laboratory evaluations, waste management and disposal services, based on the elements of work in the approved Investigation work plan. • Perform the on -site evaluations under applicable agency -approved permits and under supervision by a Califomia-licensed engineer or geologist and a Certified Industrial Hygienist (CIH) Safety professional from KMEA. • Review the analytical data and summarize and tabulate the results and prepare a site investigation location map to share and consult with the City. • Prepare the Phase II ESA report to include a description of field activities, survey and sampling results, conclusions and City of Santa Ana Page 8 June 5, 2018 Various Environmental Services RFP NO,:18-043 25F-95 © KMEA, recommendations for additional work, If deemed necessary. For added reference, our Phase It ESA Report organizational structure is as follows: • Introduction • Purpose and Scope • Background and Historical Information • Site Physical Setting and Description ■ Geology and Hydrogeologic Conditions ■ Contaminant Release Mechanism, Mode of Transport and Current Status ■ Site Conceptual Model • Current Field Investigation • Deviations from Work Plan • Investigation Results • Risk Screening and Comparison with Applicable Regulatory Limits and Action Levels ■ Discussion and Conclusion ■ Recommendations Appendices: • Figures (Site Location Map, Investigation Location Map, etc.) • Boring Logs and Well Construction Details • Exploratory Excavation/Test Pit Logs • Analytical Laboratory Reports and Chain -of -Custody Documents ■ Professional Land Survey Report • Geophysical Survey Report • Site Photos • Waste Profile Forms and Disposal/Recycling Manifests Upon review and receipt of comments from the City, KMEA will provide resolution to comments received and proceed to finalize the report upon approval by the City. From our review ofthe RFP, it is our understanding that the City wishes to procure the services of a qualified environmental consulting firm to perform pre -demolition survey for hazardous and contaminated building materials. These tasks are to Include but not limited to: Performing the necessary hazardous materials survey (Including but not limited to asbestos and LBP) and collect bulk samples to Identify and quantify all potential hazardous, contaminated, or other materials, Including materials and abandoned orwaste materials, which may be regulated orotherwise require special consideration or disposal arrangements during, or prior to, demolition of the building. Preparing the asbestos -containing materials (ACM), LBP, Universal Waste and any other necessary survey reports to comply with State and Federal requirements. Asbestos Surveys KMEA will follow the South Coast Air Quality Management District Rule 1403 for the asbestos facility surveys and will include the inspection, identification, and quantification of all friable, and Class I and Class II non -friable asbestos -containing material, and any physical sampling of materials. The survey and report will include the following information: • Executive summary. • The name, address, and telephone number of the person who conducted the survey. City of Santa Ana Page 9 June 5, 2018 Various Environmental Services RFP NO.:18-043 25F-96 ® KMEAc a • A written statement of that indicates the person who conducted the survey is either a State Certified Asbestos Consultant (CAC) and/or a State Certified Site Surveillance Technician (SST) working underthe direction of a CAC, • The dates the survey was conducted. • A listing of all suspected materials containing any asbestos, a listing of all samples collected, and a sketch of where the samples were taken. • The name, address, and telephone number of any laboratory used to conduct analyses of materials for asbestos content. • A statement of the Laboratory qualifications that will indicate that they used the analytical Method specked In Appendix A, Subpart F, 40 CFR Part 763, Section 1, Polarized Light Microscopy and that such laboratory Is accredited by the National Voluntary Laboratory Accreditation Program (NVLAP), • In addition to describing the laboratory analytical method(s) used, sampling protocols, test data, and any other information used to identify or quantify any materials containing asbestos vrill be provided. • A general description of the condition of the facility, including but not limited to a description of any obvious fire or structural damage. • A summary of the survey findings and related regulatory requirements. • Conclusions and recommendations based on the report findings. Lead -Based Paint Surveys KMEA's lead survey will be conducted in accordance with the California Code of Regulations, Title 17, Section 35001 et seq and 8 CCR 1532.1 and will focus on Identifying lead containing coatings, paints and ceramic tiles that would require removal prior to demolition to comply with Cal -EPA Department of Toxic Substances Control (DTSC) hazardous waste disposal regulations. Survey will also address Cal/OSHA requirements involving disturbance and handling of identified lead containing materials. Survey methods will include collecting paint chip samples and submitting such samples for laboratory analysis. The survey and report will include the following Information: • Executive summary. • The name, address, and telephone number of the person who conducted the survey. • A written statement of that indicates the person who conducted the survey is a California Lead -Related Construction Certified Inspector/RiskAssessor. • The dates the survey was conducted. • A listing of all suspected materials containing any lead, a listing of all samples collected, and a sketch of where the samples were taken. • The name, address, and telephone number of any laboratory used to conduct analyses of materials for lead content. • A statement of the laboratory qualifications that will indicate that they used Flame Atomic Absorption (FLAA) or Total Threshold Limit Concentration (TTLC) in accordance with EPA method SW 846. Laboratory will successfully participate in the AIHA ELLAP Industrial Hygiene Laboratory Program. • In addition to describing the laboratory analytical method(s) used, sampling protocols, test data, and any other information used to identify or quantify any materials containing lead will be provided. • A summary of the survey findings and related regulatory requirements, • Conclusions and recommendations based on the report findings. General Assumptions KMFA makes the following general assumptions associated with preparing the Phase I ESAs, Phase II ESAs and conducting Hazardous Materials Surveys, These assumptions apply to the scope of services and schedule outlined In Section 2 of our proposal in response to the sample site locations identified In the City RFP No, 18-043. Additional project- and scope -specific assumptions are also presented in Section 2, • KMPA will have unencumbered access to the site. • To the extent feasible, the City will collaborate with KMEA in identifying knowledgeable site contact(s) to be interviewed and to schedule and coordinate the Phase I ESA site visit and provide access to survey areas and sampling locations during Phase Il ESAs and Hazardous Materials Surveys. City of Santa Ana Page 10 June 5, 2018 Various Environmental Services RFP NO.:18-043 25F-97 ® KMEA • Time spent on site for completion of Phase I ESA surveys or Hazardous Materials Surveys will generally not exceed one half day to a full business day. Additional time, if deemed necessary, will be based on receiving prior approval from the City and will be charged In accordance with the labor rates provided in the KMEA's current Fee Schedule for Professional Environmental Consulting Services accompanying this proposal. • Site reconnaissance activities will be scheduled during normal business days and hours. • The City will help KMEA in receiving approval from the site owner(s) and/or owner representative(s) to collect necessary bulk samples from building materials and other appurtenances, as required. The nature of this sampling work Is Intrusive and will involve making nominal size incisions or cuts to allow collecting the bulk samples for laboratory analysis. Paint chip samples necessary for lead evaluations will require incisions to scrape off layer(s) of paint as part of the sampling process. • Hazardous wastes or hazardous materials found or identified by KMEA personnel at a site being surveyed as part of these surveys will remain the property of the site owner/operator and KMEA will not accept any ownership responsibility for such materials. • All site reconnaissance work will be completed during a single mobilization. Additional mobilizations due to unforeseen circumstances outside of KMEA's control will result in incurring additional fees. • One final report in hard copy format along with a digital copy on CD will be issued upon completion of each survey or investigation, Additional report copies, if desired In electronic format or hard copy format, may be produced upon request by the City at additional cost, • Additional professional labor hours requested by the City In excess of the normal time generally required and allotted for conducting the specified surveys with the outlined corresponding scope of work including the preparation of pertinent documents and reports will result in incurring additional costs. Such additional professional labor hours include but may not be limited to consultation with the legal counsel, preparation for and attendance at meetings, etc. Fees associated with such services, if desired by the City, will be assessed in accordance with labor rates reflected in the KMEA's current Fee Schedule for Professional Environmental Consulting Services accompanying this proposal. • The reports prepared by KMEA for the City under this contract will be for the sole use of the City and Its authorized agents. Preparation of a third party "Reliance Letter" for the purposes of official use by other such parties may be requested by the City. Third party reliance letters, may at KMEA's discretion, be issued upon request by the City at additional costs in accordance with labor rates reflected In the KMEA's current Fee Schedule for Professional Environmental Consulting Services accompanying this proposal. • Site reconnaissance activities will be scheduled during normal business days and hours. • No sampling will be conducted during Phase I ESAs. • No Intrusive work or sampling of any nature is conducted during a Phase I ESA. • Hazardous wastes or hazardous materials found or identified by KMEA personnel during site surveys and investigations under this contract will remain the property of the site owner/operator and KMEA will not accept any ownership responsibility for such materials. • Agency file review on location, if deemed necessary as part of the Phase I ESAs, is normally conducted following identification of RECs that require such review and will only be conducted with prior consent with the City. Maximum allotted number of labor hours for coordination and completion of agency file review is limited to four hours per Phase I ESA study. Additional hours, if required, will be spent upon receiving verbal authorization form the City, according to the labor rates reflected in the KMEA's current Fee Schedule for Professional Environmental Consulting Services accompanying this proposal. City of Santa Ana Page 11 June 5, 2018 Various Environmental Services RFP NO.:18-043 25F-98 City of Santa Ana Various Environmental Services RFP NO.:18-043 RELEVANT PROJECT EXPERIENCE © KMEA, June 5, 2018 25F-99 13 LKMC Title — Environmental Conditions of Property Checklist and Lead Risk Analysis for Military Housing — Public Private Venture Location — Naval Base Ventura County, Point Mugu, CA POP - 6127/17 - 6130118 Client— Naval Facilities Engineering Command Southwest (NAVFAC SW) Total Value - $49,241.00 Client Reference— Michael Gonzales, (619) 556-8685, Michael.j.gonzales@navy.mil Project Description - This Task Order was to; 1) Comply with Department of Nary (DoN), guidance and documentation requirements for Non -Base Realignment and Closure (BRAG) real estate actions; 2) Comply with applicable Federal, State, and local environmental laws and regulations; and, 3) Support the proposed lease of Navy Military Family Housing to a Non -Department of Navy (DoN) entity. The primary work elements for this Task Order Included, but were not limited to, the following: Provide an Environmental Condition of Property (ECP) Survey and Checklist in accordance with the DoN Environmental Policy Memorandum 06-06; Environmental Procedures Applicable to Non-BRAC Real Estate and ASTM E 1527-13 Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, ASTM D5746.98 Standard Classification of Environmental Condition of Property Area Type for Defenses Base Closure and Realignment Facilities and ASTM D6008-96 Standard Practice for Conducting Environmental Baseline Surveys. This task Included a review of all available survey or inspection reports and any applicable environmental studies, databases, and regulatory agency reports to evaluate the real estate for potential Impacts from existing environmental conditions. Other objectives Included preparation of Checklist ECP, electronic deliverables as required, and attendance of meetings to meet the Task Order requirements. KMEA updated the existing ECP for the purpose of; a) Assessing any environmental risks associated with the surveyed property, and to determine what actions may be necessary to protect human health and the environment prior to effecting any real property transaction. b) Supporting decisions for developing and documenting any necessary use restrictions and/or Land Use Controls (LUCs) to be placed in the real estate agreement, including a determination regarding the environmental suitability of the real estate action. c) Identifying data gaps concerning environmental contamination. The ECP Checklist process employed a variety of methods to obtain the necessary information to document the environmental condition of the property. Scope of work included; • Conduct interviews with personnel with knowledge of pertinent, environmentally related operations and were familiar with hazardous materials use, disposal, and storage practices at the surveyed property. • Obtain site access and conduct a visual site inspection of the subject property to detect or confirm the presence of environmentally hazardous conditions or concerns • Identify all hazardous substances/petroleum products stored for one year or more, released, or disposed on the subject property. • Review reasonably obtainable DoN, state and local records, site surveys, topographic maps, historical aerial photographs, and any construction prints on various media that were available to document previous land use of the site and surrounding site vicinity to identify potential environmental conditions or releases of hazardous substances or petroleum products that may have impacted the survey property. • Conduct a standard environmental record source review. • Reviewe)asting or completed environmental site surveys or inspection reports regarding hazardous materials use, disposal, and storage, • Review any applicable regulatory agency reports, notices of violation or noncompliance, corrective action agreements, compliance orders, or similar records, and current and/or discontinued permits pertaining to an environmentally regulated activity, or other similar records. City of Santa Ana Page 12 June 5, 2018 Various Environmental Services RFP NO,:18-043 25F-100 ll LKM2A Review all recorded chain of title, deed, environmental cleanup Ilens, other real property records, utility systems, or other available documents to ascertain prior uses of the real property that may have Involved hazardous substances or petroleum that may have contaminated the property, or created environmental risks. Conduct a visual or physical inspection of adjacent properties (may be on or adjacent to the installation) to assess current and former property use(s) to the extent possible. Review of all available surveys or inspection reports regarding asbestos, polychlorinated biphenyl's (PCBs), lead (including lead -based paint), radon, underground storage tanks and piping systems, solid waste management units, air pollution emission inventories, Environmental Compliance Evaluation Program (ECE) reports, environmental engineering work place surveys, bio-environmental engineering and annual industrial hygiene surveys. The project team updated the lead risk assessment and attached to the ECP Checklist Additionally, the KMEA team identified asbestos -containing material (ACM). The following building components suspected of containing ACM including: thermal system insulation (TSI), vinyl floor tile, mastics (roof, tile, baseboard, and basecove, roofing material, acoustic ceiling tiles, spray -applied acoustic calling material, and drywall were surveyed and documented. At the conclusion of the project, a Draft Final and Final ECP Checklist was prepared Including the following: a) A preliminary site characterization summary b) Professional data presentation (including tabulated data, graphics, and Interview summaries) c) Copies of California certifications for the lead -based paint risk assessors. d) Presentation (In an appendix) of the regulatory database search report. The reports summarized the status of long-term solid waste activities and Included a Master Schedule of all planned and anticipated environmental response activities. The prolect was completed within the deslunated hudaet and schedule and the Navy has since successfully transferred the property as Intended. Title — Environmental Due Diligence Site Characterization and Phase II Environmental Site Assessments in Support of the San Ysidro Land Port of Entry Expansion Project Location — San Ysidro, CA Date Completed • 2014 Client— General Services Administration (GSA) Total Value - $180,000 Client Reference — Damon Yee, (415) 522-3168, damon.yee@gsa.gov Project Description - The U.S. General Services Administration Is conducting a $741 million -dollar complete reconfiguration and expansion of the San Ysidro Land Port of Entry (LPOE), The San Ysidro Land Port of Entry (LPOE) is the busiest land border crossing in the Western Hemisphere. As part of this multiphase project, Phase I and Phase II Environmental Assessments and due diligence studies were conducted in accordance with American Society for Testing and Materials (ASTM) Standard El527. These studies were performed to evaluate the environmental condition of properties within the footprint of the planned construction prior to the transfer of the real estate ownership to the GSA. Scope of work Included initial coordination meetings with the project designers, architects, construction team and the GSA project management to develop strategies for timely and cost-efficient methods for acquiring environmental information. The information would then be used by the GSA to make informed decisions regarding the selection and acquisition of real estate for the planned LPOE reconfiguration. Scope also consisted of permitting process through the application of the Clean Water Act and State Water Resources Control Board Conditional Waiver 10 for Waste Discharge to Land to allow transfer and reuse of construction related excavated soils at nearby private land under development Instead of shipping to the local Otay Mesa landfill. The environmental investigations involved the collection of soil and groundwater samples and analytical laboratory testing to check for presence of target chemicals of potential concern, evaluation and interpretation of the chemical data acquired and reporting and presentation to the GSA and the Regional Water Quality Control Board (RWQCB) technical staff. Statistical analyses were performed on soil chemical data obtained from several thousand tons of materials excavated as part of the reconfiguration project. City of Santa Ana Page 13 June 5, 2018 Various Environmental Services RFP NO.: 18-043 25F-101 ll LKMEA., The results of these analyses along with other geologic and hydrogeologic assessments were subsequently used to support the determination of suitability of these materials for reuse as Tier I soil under the RWQCB's Conditional Waiver No. 10. Upwards of $1,2M of cost savings were realized by the GSA through this Process Title — SSA Pasadena TI ACM and Lead Survey Location — Federal Building, 104 North Mentor Avenue, Pasadena, CA Date Completed - 3/07/17 Client— General Services Administration (GSA, AMD, FIELD SUPPORT SECTION (9PQ2FS)) Total Value - $4,034.56 Client Reference —Albert Kachigyan, (213) 703-3921, albeN.kachigyan@gsa.gov Project Description - KMEA performed asbestos and lead surveys in the Social Security Administration building In Pasadena, California. The purpose was to assess the condition of asbestos -containing (ACM), report the condition of the ACM and lead based paint (LBP) containing materials on the area specified (approximately 8,250 SgFt) and to make remediation recommendations to the General Services Administration. KMEA's detailed understanding of the various regulations Impacting a federal building located within the boundaries of the state of California as well as local regulations from the South Coast Air Quality Management District and the Los Angeles County Department of Public Health ensured a smooth and professional process designed to swiftly and professionally complete the project without disturbing the other tenants in the building, KMEA thoroughly documented all fieldwork activities with field notes and digital photography. The asbestos surveys Included sampling and analysis, as well as visual determination for materials where assumption that the material was asbestos was more practical than sampling and confirming through laboratory analysis. The inventory field work and subsequent reporting followed AHERA procedures and compliance as well as ASTM E2356 Standard Practice for Comprehensive Building Asbestos Surveys. The asbestos survey followed the standards set forth in the United States Environmental protection Agency's Asbestos National Emissions Standard for Hazardous Air Pollutants (NESHAPs; 40 CFR 61, Subpart M) and the South Coast Air Quality Management District (SCAQMD), the local air pollution control district, as well as the Federal Occupational Safety and Health Administration (OSHA 29 CFR 1926.1101 and 29 CFR 1910.1001) and the California Department of Occupational Safety and Health (Cal/OSHA). The asbestos approach included use of polarized light microscopy (PLM), with limited confirmation by point count or transmission electron microscopy (TEM) when PLM was not sufficient to demonstrate compliance. Primary sampling utilized PLM method EPA 600/R-93-116 conducted by a testing laboratory accredited with the National Voluntary Laboratory Accreditation Program (NVLAP) administered by the National Institute of Standards and Technology (NISI). Each sample location was assigned a unique sample Identification number, and Its location identified in building drawings, which were Included in the final survey report. The reports included chain of custody forms, NVLAP laboratory reports, AHERA credentials and signatures of asbestos inspectors, as well as general observations made by the inspection team and specific recommendations for all asbestos containing materials identified, Including rough order magnitude cost estimates for abatement of all positively Identified asbestos containing materials. Concurrent with the asbestos survey, KMEA performed a U.S. Department of Housing and Urban Development (HUD) limited Lead - Based Paint (LBP) Inspection of the same property, utilizing a hand-held X-Ray Fluorescence (XRF) Analyzer and state-of-the-art practices and techniques in accordance with regulatory standards. This inspection was performed in accordance with 24 CFR Part 35.80.35.98 and 35.3120(b) — U.S. Department of Housing and Urban Development (HUD), Toxic Substances Control Act (TSCA) Section 406, 40 CFR 745.103— Environmental Protection Agency (EPA), Title 17 Section 35000 — Code of California Regulations, Cal/OSHA Title 8 Section 1532.1 — California Occupational Safety and Health Administration, Cal/OSHA Title 8 Section 5194 — Califomia Occupational Safety and Health Administration, Title 17, CCR, Division 1, Chapter 8 and 24 CFR Subtitle A, Part 35.125. Additionally, the more stringent standards established by the Los Angeles County Department of Public Health required the use of a more conservative "abatement" level" (threshold) setting of 0.7 mg/cm2. Title— Phase I ESA (Historical Site Characterization) and Phase II ESA at San Onofre Nuclear Generating Station Location — Old Pacific Highway, Pendleton, CA 92058 City of Santa Ana Page 14 June 5, 2018 Various Environmental Services RFP NO.:18-043 25F-102 POP - 8130/14 - 8/31/15 Client - Southern California Edison Total Value - $1.2M Client Reference - Steven Vaughan, (949) 368.7788, stevie.vaughan@sce.com Project Description - Project Included scoping, costing and execution of environmental site characterization studies in support of the San Onofre Nuclear Generating Station decommissioning, San Onofre Nuclear Generating Station is about 220 acres consisting of 89 structures/building with an average age of 38 years old comprising 940,000 square feet. Work scope was broken Into two phases: Phase I ESA or Historical Site Assessment (HSA) and follow-on Phase II ESA Including a full-blown Site Characterization of the nature and extent of non -radiological chemical constituents of potential concern (COPCs) associated with historical site operations and Incidental chemical spills. Evaluations were conducted through laboratory analysis of representative samples collected from surface, near -surface and subsurface soil and groundwater. The scope also included characterization of systems, components and structures for lead -based paint (LBP), lead -containing materials (LCM), PCBs, mercury and for asbestos. Surveys of suspect LBP and LCM were conducted in general accordance with the U.S. Department of Housing and Urban Development (HUD) Guidelines for the Evaluation and Control of Lead -Based Paint Hazards in Housing adopted for industrial and commercial applications, This was initially accomplished using a hand-held X-Ray Fluorescence (XRF) Spectrum Analyzer as a rapid field screening tool to measure the lead concentrations. Bulk paint chip samples were subsequently collected and analyzed by a fixed - base laboratory to confirm the XRF initial screening results. Bulk samples for lead and asbestos evaluations were sent to AmeriSci, an EPA accredited and State -certified laboratory for analysis. A total of 1,272 samples were collected for asbestos analysis. A total of 3,791 XRF measurements were made for lead evaluations which were supplemented with 260 paint chip samples for confirmation by laboratory analysis. The ultimate objective of the site characterization was to provide an estimate of the class of waste and volume of Impacted materials ultimately targeted for demolition and removal during facility decommissioning. The non -radiological team's efforts were synchronized and were carried out seamlessly with the radiological team with common project objectives and goals. The project deliverables Included the HSA and Site Characterization report including Objective Evidence Binders with all supporting documentation for SCE/NRC review and approval. Title - Contaminated Soil Removal and Site Characterization Location - Marine Corps Mountain Warfare Training Center Bridgeport, CA POP- 6129/17 - 6/29/18 Client - Naval Facilities Engineering Command Southwest (NAVFAC SW) Total Value • $386,670 Client Reference - Bipin Patel (619) 532-4814, bipinkumar.patel@navy.mil Project Description - Marine Corps Mountain Training Center (MCMWTC) Bridgeport is operated by the Department of the Navy (DON) on land managed by the US Forest Service (USFS) through an interagency memorandum of understanding (MOU). The facility is located on the northern flank of Pickle Meadow, California on the eastern slope of the Sierra Nevada, within the Bridgeport District of the Humboldt-Toiyabe National Forest. During construction and upgrading the helicopter refueling facility (Hot Fuel Point), petroleum hydrocarbon contamination was found in subsurface soil under the Hot Pit at MCMWTC Bridgeport, The goal of this project was to characterize and remove contaminated soil and conduct addifional site characterization to confirm that the contaminated soil has successfully been removed. The Regional Water Quality Control Board (Lahontan Region) is the overseeing regulatory agency for this project. Following review of the KMEA's site characterization reports, the RWQCB concurred with KMENs recommendations for case closure. KWEA Produced complete and accurate reports of its site characterization work followina the dellverables. The KMEA deliverables Included,tabulated summaries of analytical laboratory data from soil sampling conducted, illustrative site drawings showing investigation locations, analysis of data and screening of risks posed to human health and the environment along with a refinement of the site conceptual model based on the new data acquired for the project site. KMEA provided the following services towards the fulfilment of the project objectives: • Prepared the project planning documents including the Work Plan, Sampling Analysis Plan, Site Safety and Accident Prevention Plan and received approval from the Navy and the RWQCB to proceed City of Santa Ana Page 15 June 5, 2018 Various Environmental Services RFP NO.:18-043 25F-103 MLKMr:A, • Secured all permits necessary for exploratory excavation, drilling and sampling from the DEH and the Base Environmental Affairs Office • Conducted geophysical surveys to detect and mark all subsurface utilities in the proposed Investigation areas • Performed exploratory excavation and soil samplinglanalytical laboratory testing (with labor and equipment provided by EWMI, also a KMEA teaming partner listed as part of this proposal for the City contract) to identify areas of petroleum hydrocarbon contamination • Removed 190 tons of petroleum hydrocarbon impacted soil which were shipped and disposed of under a non -hazardous waste manifest at an approved and licensed disposal facility following chemical profiling and characterization. • A combination of on -site mobile laboratory and a fixed -base laboratory was used to accelerate data acquisition, soil clean up confirmation analyses and guide the exploratory excavation crew and reduce potential delays in construction • Backfilled and compacted the excavation to 95% relative compaction due to close proximity to the airfield per the training center specifications • An air rotary drill rig was used to drill and sample from subsurface solls In select locations around the exploratory excavation and along a former above -ground fuel conveyance pipeline to supplement the characterization efforts • All investigation locations were surveyed by a licensed professional land surveyor at the completion of the field activities • All data gathered from the field Investigations and report deliverables were uploaded in the State Geotracker Database Title — Lead Piping Inventory Report Location — Marine Corps Recruit Depot (MCRD), San Diego, CA POP—11128/17 - 9130/18 (Est.) Client— Naval Facilities Engineering Command Southwest (NAVFAC SW) Total Value - $397,2459 Client Reference — Marlyn Vasquez, (619) 532-4710, marlyn.vasquez@navy.m it Project Description — This is a currently on -going and active Task Order designed to meet the requirements of the Amended California Senate Bill 1398. KMEA and Its teaming partner are tasked to locate and identify all potable water lead pipes and submit a report of the findings. At the conclusion of activities under this project at the Marine Corps Recruite Depot (MCRD) San Diego, the project team will provide a debriefing to the environmental staff on the results of the field survey, areas affected, and reporting. A Health and Safety Plan (HASP) was prepared to adequately cover the fieldwork hazards and mitigation and avoidance measures. The KMEA and its teaming partner prepared a Work Plan describing the plan of action to perform the scope of work and included a schedule in MS Project format.The project team reviewed existing rules and regulations, and MCRD standard operating procedures including applicable Marine Corps Orders and/or Navy Instructions, and interviewed appropriate personnel required to develop the plans, The Project team also performed an assessment of the current Potable Water System and identified sections of MCRD SO that will be affected by the SB 1398. The field survey is designed to assess compliance with all applicable requirements and collect information as necessary to complete the elements outlined in the Senate BIII 1398. The field survey includes all facilities at the installation including; the distribution systems that are located outside of the facility, The project involves survey of all potable water system locations and will provide information regarding areas identified with pipes that are suspected to contain of lead. The project team will prepare and submit assessment reports explaining the results of compliance assessment. Any maintenance/repairs necessary for compliance will be identified, and recommendations will be made for Improving compliance. The project team will Include the following Information in the assessment report: • Identify the areas that are suspected of having lead piping. • Describe methods for accomplishing the survey. • Cost of replacement. • Analyze the Senate Bill 1398 to identify potential compliance problem areas and methods to prevent violations. • Develop or update site maps to Identify existing potable water system locations. • Include pertinent site maps and drawings in compatible Geographic Information System (GIS) or automated drafting City of Santa Ana Page 16 June 5, 2018 Various Environmental Services RFP NO.:18-043 25F-104 ® KMEA1 REFERENCES(4) Title — Environmental Conditions of Property Checklist and Lead Risk Analysis for Military Housing — Public Private Venture Location — Naval Base Ventura County, Point Mugu, CA POP - 6/27/17 - 6130118 Client— Naval Facilities Engineering Command Southwest (NAVFAC SW) Total Value - $49,241.00 Client Reference— Michael Gonzales, (619) 556.8685, Michael.j.gonzales@navy,mll Title — Environmental Due Diligence Site Characterization and Phase II Ysidro Land Port of Entry Expansion Project Location — San Ysidro, CA Date Completed - 2014 Client— General Services Administration (GSA) Total Value - $180,000 Client Reference— Damon Yee, (415) 5223168, damon.yee@gsa.gov Environmental Site Assessments in Support of the San Title — Phase I ESA (Historical Site Characterization) and Phase II ESA at San Onofre Nuclear Generating Station Location — Old Pacific Highway, Pendleton, CA92068 POP — 8/30/14 - 8131115 Client— Southern California Edison Total Value - $1.2M Client Reference — Steven Vaughan, (949) 368.7788, stevle.vaughan@sce.com Title — Contaminated Soil Removal and Site Characterization Location — Marine Corps Mountain Warfare Training Center Bridgeport, CA POP — 6129/17 — 6129118 Client— Naval Facilities Engineering Command Southwest (NAVFAC SW) Total Value - $386,670 Client Reference— Bipin Patel (619) 532.4814, hlpinkumar.patel@navy.mil City of Santa Ana Page 17 June 5, 2018 Various Environmental Services RFP NO.:18-043 25F-105 City of Santa Ana Various Environmental Services RFP NO.: 18-043 SCOPE OF SERVICES AND SCHEDULE © KMEA June 5, 2018 25F-106 ® KMEA SCOPE OF SERVICES AND SCHEDULE This section Includes a Scope of Services and Schedule which details the work phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the schedule/timeline to complete the project, based on the requested Scope of Work detailed in Attachment 1 of the RFP. KMEA reviewed readily accessible information about the two project sample locations referenced in the RFP. These locations Include: • 2246 Orange Avenue (NM/ corner of Warner and Orange) • 2245 S. Main Street (Arco Gas Station) 2246 Orange Avenue (N/W corner of Warner and Orange/ This Is a single -story residential dwelling, located at the referenced address In Santa Ana, California. Available records indicate that the year of construction dates back to the 1950s. The dwelling comprises 921 square feet with two bedrooms and one bath with a detached garage. No records of renovation activity were available, Assuming that the dwelling and the property have not been renovated since the original date of construction, KMEA recommends the following scope of services for this location: Scope of Phase I and/or II ESAs (A11: Phase I ESA: KMEA will follow the project approach and scope of work as described In Section D of this proposal to conduct a Phase I ESA for this location. This evaluation will be performed in general accordance with the ASTM Standard El527 and the U.S. EPA AN as outlined in the Section D. Phase II ESA: Scope of services for Phase II ESA or remedial activities are not anticipated or recommended for this site until after the results of the Phase I ESA and hazardous materials surveys are available, Scope of Hazardous Materials Surveys — Pre -demolition Surveys (A2): During the Phase I ESA, KMEA will observe for evidence of building materials suspected of containing asbestos and lead in paint and document the findings. Pending results of these observations, KMEA will design a hazardous materials survey (pre-demolltlon survey) to confirm the presence vs, absence of LBP or ACM at the property. The survey will follow the general approach as outlined in Section D of this proposal. For the purposes of this proposal and cost estimate, a total of 36 suspect ACM bulk samples and 24 paint chip samples are anticipated as part of this pre -demolition survey. The samples will be properly labelled and shipped to AmerlSci, an accredited and certified local laboratory for asbestos and lead analysis. The analytical methods and reporting of the survey results will be In general accordance with the approach outlined in Section D. KMEA can complete a Phase I ESA including the report in three weeks depending on the availability of knowledgeable site contacts to interview and site access. Accelerated turnaround is available upon request by the City at additional cost. The hazardous materials survey for this location can be conducted [none day followed bythe notice toproceed. Standard turnaround time for laboratory analyses is between 7 to 10 days from the date of submittal of the samples to the laboratory. KMEA will prepare the summary report in one week or less following receipt of the laboratory results. The laboratory analyses and report preparation timelines may be accelerated at the City's discretion at additional casts. 2245 S. Main Street (Arco Gasoline Station/ Our review or the site history and current site conditions indicate that this Is a former Arco gasoline station (Facility No. 5147) now conducting business under Tesoro brand name (Tesoro Service Station 4258). Our further review of the site history revealed that a regulatory case file was opened in 1988 due to an unauthorized release of fuel hydrocarbons at the Arco facility. The facility underwent site assessment until 1999 at which point remedial activities began to mitigate the impacts to soil and groundwater, The remediation work consisted of in -situ physical/chemical treatment utilizing a high -vacuum dual phase extraction system. The remedial activities continued through 2008 followed by clean up confirmation and verification monitoring until 2014 at which point the site became eligible for case closure under the Califomia State Low Threat Closure Policy. KMEA's recent discussions with the Regional Water Quality Control Board (RWQCB) case manager Indicate that the agency does not anticipate a need for any additional City of Santa Ana Page 18 June 5, 2018 Various Environmental Services RFP NO.:18-043 25F-107 ® KMEA investigation or clean up, In fact, the site is proposed for closure despite elevated residual contamination in shallow soil, with the understanding that current/future land use Is an operating gas station, According to the RWQCB, it Is likely that the notice for public comment will be issued by the third quarter of 2018, followed by case closure, pending public review/comments. It is KMEA's understanding the City may wish to acquire this property ora portion thereof forthe purposes of redevelopment or street improvements. It is based on this understanding that the following scope of work is recommended following a likely and viable scenario as detailed below. The City may elect to allow the closure process to take its course to avoid the risks and liabilities and financial burden it would face otherwise if it elected to acquire the property before case closure. Under this scenario, the current consultant for the Responsible Party (PR) working with the RWQCB will carry out the tasks associated with the closure process at no risk or financial burden to the City. These tasks include, but are not limited to, the administrative filing of technical data associated with the Low Threat Closure Policy with the RWQCB; decommissioning of existing monitoring wells at the facility following receipt of approval form the regulatory agency; and site restoration activities. Following successful site closure, KMEA would provide on -site monitoring and sampling for the City during redevelopment and street Improvement projects undertaken In the areas where residual petroleum hydrocarbon contamination in soil is present or suspected. The scope of work under this scenario would include a Phase I ESA to provide an update to the City as to the environmental site conditions prior to site redevelopmentlimprovements followed by Phase II ESA services consisting of as -needed monitoring during construction. Scope of Phase I and/or II ESAs (A11: • Phase I ESA: The scope for Phase i ESA services would follow the approach as outilned in Section D of our proposal, • Phase II ESA: The scope for these services would also follow the approach as outline In Section D with the following additional assumptions and details. Based on its review of available Information on the State Geotracker database, KMEA could find the following specifics regarding the residual petroleum hydrocarbon contamination which will remain in near -surface soils at this location following case closure: • Petroleum Constituents in Soil: >5 Feet bgs and 510 Feet bgs • Soil Concentrations of Benzene: > 8.2 mglkg and s 12 mglkg • Soil Concentrations of Naphthalene: > 9.7 mg/kg ands 45 mg/kg • Soil Concentrations of PAH: > 0.063 mg/kg and 5 0.68 mg/kg • Area of Impacted Soil: Area of Impacted Soil > 82 by 82 Feet Source: State Geotracker Database -https://.qeotracker,waterboards.ca.gov/profile report?olobal id=T0605900621&cmd=otcoreport<co Id=104220 Assuming the zone of near -surface impacted soil with residual petroleum hydrocarbon contamination may fall within the footprint of the City's proposed street improvements, KMEA will: • Prepare a detailed work plan and site safety and health plan to include pertinent maps showing the aerial extent and boundary of the zone of impacted soil at the gas station based on date gathered during previous investigations by others. The Impacted area will then be clearly marked on the ground and delineated by superimposing over the design drawings prepared by the City for the proposed improvements and construction footprint. • Conduct a geophysical survey of the proposed construction area to clearly and visibly mark the underground utlli0es in the area followed by establishing a DigAlert ticket numberfor local utilities to check for the presence and marking of their utilities network. • Coordinate the excavation work and schedule with the gas station owner/operator (assuming still In operation). • Prepare and establish a traffic control plan. City of Santa Ana Page 19 June 5, 2018 Various Environmental Services RFP NO.:18-043 25F-108 ® KMEA • Provide on -site monitoring of excavated soil by a qualified environmental technician from KMEA during construction activifies. • Document the observations during excavation by using on -site direct reading Instruments such as Photoionization Detector (PID) or Flame Ionization Detector (FID). • Provide consultation and instructions to the City and construction crew as to the nature and condition of subsurface soils encountered. Provide time -critical response in managing and coordination of petroleum hydrocarbon Impacted soil, if encountered, and assist the City with temporary staging, segregating, temporary storage, chemical profiling, manifesting, shipping and disposal of the contaminated soil, as necessary. • Based on information from the Geotracker database, it is estimated that the area where potentially contaminated near - surface soil may be present covers approximately 6,700 square feet with an average thickness of 5 feet over this area. Anticipated depth below ground surface at which the residual petroleum hydrocarbons may be encountered is approximately 5 feet. As such, if construction excavation extends to 5 feet below ground surface In this area, it is likely that petroleum hydrocarbon contaminated soils will be encountered requiring excavation monitoring and special handling of the impacted soil. • For the purposes of this proposal, It Is assumed that from the total estimated 1,245 cubic yards of potentially contaminated soil (82' x 82' x 5') approximately 100 cubic yards will require removal, stockpiling, chemical profiling and special handling. • Assuming up to 100 cubic yards of non -hazardous petroleum hydrocarbon impacted soils will be generated from the construction excavation activities, collect up to 4 soil samples from the stockpiled soils for chemical profiling based on available historic Information and the disposal facility acceptance criteria. • Analyze the soil samples for total petroleum hydrocarbons (TPH), volatile and semi -volatile organic compounds (VOCS) and (SVOCs), Title 22 Metals and Polychlorinated Biphenyls (PCBs) using the EPA Methods 8015M, 8260B, 8270C, 6010B, and 8082A, respectively. • Document the site observations In dally field logs. • Prepare a report of site observations including the details of daily activities, conditions encountered, mitigation measures taken, and documentation of final Impacted soil disposition. Scope of Hazardous Materials Surveys — Pre -demolition Surveys (A2): In addition, as part of its redevelopment plans, the City may wish to conduct a hazardous materials survey at the existing gas station to acquire pre -demolition data. This survey would follow the general scope of work as provided in Section D of this proposal. Our anticipated type and number of asbestos and paint chip samples for lead evaluation Include: • 120 bulk samples for asbestos analysis • 36 paint chip samples for lead analysis Proposed Schedule for Site Located at 2245 S. Main Street (Arco Gasoline Station): KMEA can complete a Phase I ESA including a report for this site in three weeks depending on the availability of knowledgeable site contacts to interview and site access. Accelerated turnaround is available upon request bythe City at additional cost. The hazardous materials survey for this location can be conducted in one to two days depending on site access followed by the notice to proceed. Standard turnaround time for laboratory analyses is between 7 to 10 days from the date of submittal of the samples to the laboratory. KMEA will prepare the hazardous materials survey summary report in one week or less following receipt of the laboratory results. The laboratory analyses and report preparation timelines may be accelerated at the City's discretion at additional costs. Under the Phase II service area, KMEA anticipates that the Cliy's plans for street Improvements would vary depending on such variables as mode of traffic, contractor availability, etc. As such, for the purposes of this proposal, it is assumed that any construction activity that would overlap the area where subsurface soil contamination presence Is documented at the gas station may take up to five business days. If properly segregated, contaminated portion of the stockpiled soils would be characterized and profiled by sampling and analytical laboratory testing within 7 to 10 business days from the time of generation. KMEA will then arrange for shipment of these materials within 2 to 5 business days. For the purposes of this proposal, KMEA assumes that up to 100 cubic yards of non- hazardous petroleum hydrocarbon contaminated soil may require special handling and disposal at an offsite licensed disposal facility. KMEA also assumes that the current facility owner will be responsible for signing the waste manifests prior to shipment offsite. City of Santa Ana Page 20 June 5, 2018 Various Environmental Services RFP NO.: 18-043 25F-109 City of Santa Ana Various Environmental Services RFP NO.:18-043 CERTIFICATIONS © KMEAn June 5, 2018 25F-110 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTM CATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORICS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or an 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 shalt refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to 6x 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 contact 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 signattue portion thereof shall also constitute signature of this Non -collusion AflldaviL BIDDERS are cautioned that maldnpa�falep ce iflcationyray subject the certifier to criminal prosecution. Signed I)'II /(Vth !/ `f Pf f% Ldlti j State of California County of _San Diego Subscribed and sworn to (or affirmed) before me on this 4th day of June_, 2018, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal City of Santa Ana RPP Page AM 25F-111 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies onlythe 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 Calffomla County of San Diego) On �i, A11*—f before me, Joyce C. Parcel, Notary Public, personally appeared RbQek—rQ-&AL,6 4r44ka° 2a who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/theirsignature(s) on the Instrument the persor(s), or the entity upon behalf of which the persori(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. WITNESS my hand and official seal.I JCYCEC. PARCEL CWM&Wm No. ^ � NOTA M DIEGO C Atr� N� sou o�co coumv �°�ewtes 11,2021 JoyceC. Parcel (seal) 25F-112 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief; that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to anyperson 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 wluch 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 requite: that the language of this certification be included in all lower der subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Signed and printed Name: Title President Date _June 4, 2018 Clty of Santa Ana RFP Page A3-2 25F-113 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICAI,TIONS 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 A3-3 25F-114 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter, Title: President Firm: KMEA Date: June, 4, 2018 City of Santa Ana RFP Page AS-4 25F-115 City of Santa Ana Various Environmental Services RFP NO.: 18-043 RESUMES © KMEA1. June 5, 2018 25F-116 Massoud Karimi, PG Project Manager Mr. Karlml has over 30 years of experience In environmental consulting as a project manager and senior geologist. Mr. Kadml has successfully managed hundreds of large and small projects overseeing the work and reviewing reports and planning documents prepared by technical and administrative staff members of his project teams. He has successfully coordinated several multitask and multidisciplinary projects and concurrent assignments on IDIO and On-CBIVAs-Needed contracts. Mr. Karimt's technical experience covers a wide range of Industries including environmental, geotechnical, construction management and inspection, geology and geophysics. His diverse client pool includes: Department of Defense, U.S. General Services Administration, Department of Transportation, Public Works Agencies, Redevelopment Agencies, Port Districts, Transit Districts, K-12 Schools, Universities and Colleges, City and County Agencies, Private Developers and Investors, Financial Institutions, Construction Firms, Property Management Companies, Major oil Companies, Insurance Companies, Law Firms, U.S. Postal Service, and Defense Contractors. Mr. Karim! has managed several IDIQ multidiscipline contracts for various agencies including CCDC, Department of Veterans Affairs and U.S, Navy, Education S• BS, Geological Sciences/ Geophysics, San Diego State University,1985 Current Professional Registrations GeologisUCalifornia, P.G. No, 7274, 2001 Other Professional Qualifications Past or active membership with: Association for Environmental Health and Sciences (AEHS) American Society of Military Engineers v San Diego Association of Geologists •:• San Diego Association of Environmental Professionals General Experience ✓ Keen Knowledge and Understanding of Local, State and Federal Health and Safety and Waste Management Regulations ✓ Managed Programs and Projects Involving the Characterization and Mitigation of Hazardous Materials and Hazardous and Non - Hazardous Wastes for or On -behalf of Cities of San Diego (Civic San Diego — Formerly Centre City Development Corporation), Poway, Oceanside, Vista, National City, El Cajon, and San Ysidro and On -behalf of the County of San Diego Department of Public Works Inactive Landfills and Bum Sites as well as the General Services Administration. ✓ Coordinated Site Characterization Studies and Developed Mitigation Plans and Associated Engineering Cost Analyses. ✓ Special Liaison/Consultant for Compliance with Regulatory Agency Directives and Mandates Related to USTs/ASTs, Clean Water Act and Solid Waste Assessment and Management Support and Advisory to Local Public, State and Federal Agencies Including: City of San Diego, SANDAG, County of San Diego Department of Public Works and General Services Administration, Caltrans, Metropolitan Transit Development Board, Port of San Diego, San Diego Regional Airport Authority, U.S. GSA, Veterans Administration, and U.S. Navy. ✓ Hazardous Materials and Waste Management ✓ Historical Site Assessments/Site Characterization — Nuclear Facility Decommissioning Under Southern Cal EdisonlNRC Oversight ✓ Remedial Investigations/Feasibility Studies ✓ Preparation of Corrective/Remedial Action Plans ✓ Preliminary Environmental Assessments (PFAs) for School Districts — In Collaboration with DTSC ✓ Vapor Intrusion Studies/Human Health Risk Screening Evaluations ✓ Geophysical Investigations Service Disabled Veteran Owned Small Business 25F-117 ® ✓ Hydrology and HydrogeologlcalAssessments KMEA ✓ Forensic Studies and Evaluations ✓ CERCLA/RCRA Investigations ✓ LNAPLIDNAPL Evaluations ✓ Engineering EvaluatlonlCostAnalysis (EEICA) and Action Memorandum (AM) ✓ Construction Management and Oversight ✓ CEQAINEPA Support Studies and Evaluations ✓ Preparation of Mitigated Negative Declaration for Sand Compatibility and Opportunistic Use Program (SCOUP) — San Dleguito Union High School District and City of Solana Beach 2015 Project Related Experience Southern California Edison (SCE) San Onofre Nuclear Generating Station — San Clemente, CA Project Manager in responsible charge of sooping, costing and execution of environmental site characterization studies in support of the San Onofre Nuclear Generating Station decommissioning. Work scope was broken into two phases: Historical Site Assessment (HSA) and follow-on Site Characterization of the nature and extent of non -radiological chemical constituents of potential concern (COPCs) associated with historical site operations and incidental chemical spills. Evaluations were conducted through laboratory analysis of representative samples collected from surface, near -surface and subsurface soil and groundwater. The scope also included characterization of systems, components and structures for lead -based paint, PCBs, mercury and for asbestos. The ultimate objective of the site characterization was to provide an estimate of the class of waste and volume of impacted materials ultimately targeted for demolition and removal during facility decommissioning. The non -radiological team's efforts were synchronized and were carried out seamlessly with the radiological team with common project objectives and goals. The project deliverables included the HSA and Site Characterization report Including Objective Evidence Binders with all supporting documentation for SCEINRC approval. U.S. General Services Administration — Environmental Due Diligence Site Characterization and Phase II Environmental Site Assessments In Support of the San Ysidro Land Port of Entry Expansion Project, San Ysidro, CA Project Manager In responsible charge of preparing scope and costs for and execution of due -diligence environmental site assessment and characterization studies at a former cab maintenance facility In preparation for property acquisition and transfer to GSA. Prepared work plan documents and provided oversight for all field work involving soil and groundwater sampling and analytical laboratory testing. Provided principal technical review of final site assessment reports prepared based on field investigation results and provided recommendations to the GSA for feasibility of site for purchase along with remedial alternatives and associated costs. Also provided principal review and consultation in support of other environmental site characterization work performed during various phases of the construction resulting in cost savings of upwards of $1.2M realized by the GSA. San Diego Gas and Electric —San Onofre Nuclear Generating Station Substation, San Clemente, CA Project Task Leader for scoping, costing and scheduling the initial non -radiological site characterization and environmental site assessments associated with the placement of the synchronous condenser at SONGS. The site characterization entailed providing technical advisory and consultation regarding the types, numbers and locations of soil samples to be collected and chemically analyzed from within the footprint of the future synchronous condenserto support compliance with SONGS license termination perthe requirements of the Nuclear Regulatory Commission. San Diego County Regional Airport Authority— Supplemental Environmental Site Characterizations, San Diego Airport Expansion and Improvements Project, San Diego, CA Senior principal reviewer responsible for technical work scope development, execution and reporting of supplemental environmental site characterization of landside properties Including soil and soil vapor sampling and human health risk screening evaluations. County of San Diego Department of General Services, East Mesa Regional Firing Range, San Diego, CA Project Manager for Task Order awarded under an as -needed contract with the County of San Diego Department of Public Works to conduct an environmental site assessment at the East Mesa Regional Firing Range. Scope of work included the use of a limited access drill rig to collect subsurface soil samples for laboratory analysis and assess the nature and extent of diesel -impacted soils previously encountered at this facility. An on -site mobile analytical laboratory was used to accelerate data acquisition and to facilitate Service Disabled Veteran Owned Small Business 25F-118 13 LKME the determination of the extent of diesel contamination. This work was conducted under the San Diego County DEH Voluntary Assistance Program (VAP) and resulted In successful case closure. County of San Diego Department of Public Works — Inactive Landfill Management Office, San Diego, CA Responsible for managing and coordinating all field activities, regulatory agency negotiations, work plan document preparation and reporting for assessment and mitigation of burn ash sites formerly operated and owned by the County DPW. Imperial Irrigation District— Energy Division, El Centro and Niland, CA Project Manager for I ID El Centro and Niland Generating Stations Repower Project involving site characterization and evaluation of the nature and extend of soil and groundwater contamination with petroleum hydrocarbons and PCBs. The project included fast track preparation of scope and cost estimates, coordination and Implementation of field sampling and analytical laboratory testing, data analysis, preparation of technical reports, presentation of findings, conclusions and development of a feasible mitigation plan for removal of impacted soil and groundwater to meet IIDs accelerated construction schedule. Veterans Administration Medical Center, Emergency Response and Cleanup of Copper -Contaminated Pond Sludge Released to Stormwater Conveyance System and Santa Ana River Channel, Loma Linda, CA Project manager responsible for designing the scope of work, budget estimate and day-to-day interactions with the client and regulatory and public agencies on this emergency response cleanup and mitigation project. Unauthorized release of chemicals containing copper sulfate used as algaecide in decorative ponds surrounding the medical facility prompted extensive cleanup and mitigation of affected storm drain channels and sensitive wetlands and habitat downstream of the facility. The cleanup was overseen by several regulatory agencies Including the San Bernardino County Fire Department Hazardous Materials Management Division, Regional Water Quality Control Board — Santa Ana Region, U.S. Fish and Wild Life Service, and the California State Department of Fish and Game. Target concentration for cleanup of residual copper in sediments was successfully negotiated with the regulatory agencies involved, Cleanup efforts were governed by a combination of background copper in the area as established through a statistical evaluation of copper distribution obtained from existing literature and a systematic background sampling effort and ecological risk screening, Following completion of a 2-year quarterly monitoring of surface water and sediments, a case closure lefler was issued by the lead agency in June 2005. San Dieguito Unified High School District, Preliminary Environmental Assessment (PEA) at La Costa Valley Site, Carlsbad, CA Project Manager in charge of scoping, costing and implementing the various phases of a PEA for the SDUHSD as part of its proposed plans for development of a vacant land parcel Into a multipurpose recreational facility Including athletic fields and gymnasium. The project included initial scope design and negotiations with the Department of Toxic Substances (DTSC) and execution of field programs consisting of surface and subsurface soil sampling and analytical laboratory evaluations for development of a conceptual site model and evaluation of potential human health and ecological risks associated with arsenic and pesticides in soil due to the historical site use for row crop farming and agriculture. County of San Diego Solid Waste Division, San Ystdro Inactive Landfill/Bum Ash Site, Environmental Site Assessment/Characterization Study, San Diego County, CA Project manager for environmental assessment and characterization of a 9-acre inactive landfill and bum ash site proposed for redevelopment into commercial and residential land use. Poway Unified School District, Preliminary Environmental Assessment (PEA) of Proposed School Sites 6 and 7, Poway, CA Project manager directly responsible for all budgeting, project coordination, scheduling, client communications, and liaison for scope negotiations on behalf of the school district with the Department of Toxics Substances Control. Directed all efforts for preparation of the planning documents and field data acquisition, data evaluation, risk screening and final report preparation. The PEA was conducted under an Environmental Oversight Agreement (EOA) and successfully received DTSC's concurrence for case closure after a 30-day public review and participation process. Service Disabled Veteran Owned Small Business 25F-119 Tim Heironimus, PG Principal-in-Charge/QC Manager Mr. Heironimus is currently the KMEA Directorof West Region Environmental Programs, leading a core team of25 technical professionals primarily located In KMEA's San Diego, California office. In this capacity, his duties also include implementation and management of KMEA's Operational Quality Assurance/Quality Control (QA/QC) Program far company work execution and deliverables. Mr. Heironimus has over 38 years of professional experience and 27 years of project and program management experience, most recently in managing and providing environmental services on fixed -price and other federal contracts worth more than $400M for U.S. Navy, U.S. Army Corps of Engineers (USACE), and U.S. Air Force (AFCEC) clients. His past experience also Includes managing and performing Phase I and Phase II environmental site assessment (ESA) projects for private sector clients throughout southern California. Education M.S., Geology, Oregon State University,1982 4• B.S., Geology, Virginia Tech,1974 Current Professional Registrations :• Professional Geologist, CA 94897 S• Certified Engineering Geologist #1807 Other Professional Qualifications -o ENV-SP (Envision Sustainability Professional) C• Member, SAME (Society of American Military Engineers) Member, Project Management Institute 4• Member, SDAG (San Diego Association of Geologists) General Experience Mid-2014— Present Director, West Region Environmental Programs Lead San Diego Operations Group in the management and execution of environmental restoration, storm water monitoring, and environmental compliance projects under three major Naval Facilities Engineering Command Southwest (NAVFAC SW) contracts, in partnership with a large business. Implement and manage the QA/QC Program to ensure that KMEA work execution and deliverables are of high quality and meet/exceed contract requirements and client expectations. Oversee and manage the estimating, planning, and execution of more than 200 individual Task Orders, with cost and schedule control, change management, project quality assurance/quality control, ethics, and workplace safety responsibilities. 2013 - Mid-2014 Navy Environmental Program Manager Served as small business Program Manager in joint venture relationship with a large business on contracts with NAVFAC SW and USACE. Managed and directed the San Diego 6 to 10-person technical team on more than 60 task orders throughout California (NAVFAC SW) and USACE locations in Oregon, California and Kansas. Responsibilities included QC management and overseeing effective execution of projects, monitoring and controlling project costs, assigning personnel, and ensuring compliance with federal and state regulations. Other duties included maintaining compliance with contract terms and conditions, overseeing procurement and subcontract management, and reviewing and approving proposals. Fall 2018 — 2013 Project Manager11 Responsible for the planning, engineering design, management, and execution of $500K to $5M construction projects for lab infrastructure improvement. Managed scope, schedule, and budget and Interact with various customer organizations and user groups. Led a core Integrated Project Team typically consisting of 15 to 20 personnel. Ensured compliance with lab safety and security requirements and applicable procedures. Coordinated among functional organizations Involved In lab infrastructure work. Service Disabled Veteran Owned Small Business 25F-120 © LMEA0 Fall 1994 - Fall 2018 Project Manager II Navy CLEAN II and III Contracts with NAVFAC SW - Project scope Included CERCLA, RCRA, and Petroleum Corrective Action Program environmental consulting services at NAVFAC SW Installations throughout California. Responsible for the planning and execution of numerous Contract Task Orders (CTOs) at multiple Navy/Marine Corps bases, with direct reporting responsibilities to the Program Manager. Responsible for managing, coordinating, and administering budget, schedule, contract compliance, ensuring quality controlladherence, and providing overall leadership and technical direction for multiple projects. Principal responsibility for customer contact/interface, business development, and cost proposal development/negotiation. Led and managed a core staff of approximately 25 to 40 professionals and 5 administrative/support services staff. Coordinated with Procurement, Contracts, Project Controls, Safety & Health/Quality. and Technical Integration Management groups. 1988 - Fall 1994 Project Manager Managed and executed projects and assignments in areas of environmental and engineering geology, Phase I and Phase II ESAs, and site investigation/characterization. ESA clients included both small and large commercial real estate and property management clients, and related ESA consultation services to local municipalities such as the City of Chula Vista, CA. Other projects included supporting preparation of CEQAINEPA (EIR/EIS) documents, landfills/landfill siting, hazardous waste sites, legal technical support, expert witness experience for a brownfields site, and an oilfield environmental audit in western Siberia, former USSR. Other General Experience 1982 to 1987— Exxon Co. USA— Senior Petroleum Geologist -e 1975 to 1978 — U.S. Geological Survey— Staff Research Geologist Selected Proiect Related Experience Psychiatric Hospitals of America (PHA) Phase I and Phase II ESAs, Various U.S Locations Mr. Heironimus served as Deputy Project Manager for PHA's corporate acquisition of more than 250 mental health facilities throughout the U.S. Phase I ESAs were completed at each facility within the 60-day escrow period, and follow-on Phase II field activities at approximately 10% of these were completed within an additional 30-day extension period. Phase II work was generally required If underground emergency diesel USTs were known or suspected to be present, open environmental case records were on file, or site surveys noted issues that required further Investigation. Mr. Heironimus was responsible for communication, adherence to schedule, and coordination of each Dames & Moore office conducting the ESAs, and for coordinating production of draft and final reports compiled and Issued from the Dames & Moore corporate office in Los Angeles. Mr. Heironimus also served as one of several senior technical reviewers to verify accurate technical Interpretation, and ensure that reports met quality and consistency standards. Finding of Suitability to Transfer (FOST) Former Long Beach Naval Complex (LBNC), Long Beach, CA Mr. Heironimus served both as the Project Manager and primary author for a Finding of Suitability to Transfer (FOST) document for the Navy's key remaining acreage at former LBNC. A FOST is a U.S. Navy quasi -legal document that describes and specifies that all environmental investigations and actions at a closed, formerfacility have been completed such that legal transfer of Navy -owned property to a receiving entity can take place. The subject property contained 8 Installation Restoration Program (IRP) sites, numerous CERCLA Areas of Concern, and more than 10 Petroleum Program sites, Including IRP Site 7 submerged lands and former/existing piers located within the West Basin harbor at the facility. The scope of work also Included 10 separate Legal Descriptions required for land use controls (LUCs) boundaries and property carve -out definition. The FOST was completed on budget and schedule, with zero comments from the regulatory agencies, eliminating the need for a Draft Final FOST version. Environmental Condition of Property (ECP) at U.S. Navy/Defense Logistics Agency (DLA)-owned Properties at San Pedro, MC Base Camp Pendleton, and Sunnyvale, CA Mr. Heironimus has served as the KMEA Lead Manager in three ECPs completed or in progress at the above subject sites. ECPs are the Navy equivalent of Phase I ESA projects to investigate and document whether property at an active facility can be leased/sold to another entity, and whether Phase II investigation may be warranted. ECPs are performed in accordance with ASTM El527-13 Standard Practice for Phase I ESAs. The San Pedro site (Defense Fuel Support Point) a fuel containment and transfer facility serving Navy vessels, consists of over 300 acres containing large fuel tanks and more than 20 miles of offsite underground pipeline leading to the Port of Long Beach Harbor. The Camp Pendleton site consists of 200 acres formerly used for agricultural and light industrial purposes. The Sunnyvale Service Disabled Veteran Owned Small Business 25F-121 ® LKMEA,, site (Naval Industrial Reserve Ordnance Plant) consists of 40 acres occupied by 10 buildings and structures containing numerous laboratories and hazardous materials/hazardous waste (HM/HW) storage locations. Phase II SI and Remedial Action at IRP Site 10, PCB Electrical Transformers, Marine Corps Air Station (MICAS) Miramar, San Diego, CA. Mr. Heironimus was the Project Manager to further investigate horizontal and vertical extent of soil contaminated by PCB releases and spills. Due to the remote location, a number of electrical transformers grouped at two separate locations had been damaged by gunfire and other vandalism. After completion of field work involving drilling and soil sampling and ultimately, remedial action, it was determined that despite low levels of PCB contamination, excavated soil and transformer pads needed to be disposed at a TSCA disposal facility because PCB levels within the originating equipment transformers exceeded 50 ppm. Preliminary AssessmenUSlte Inspection (PA/SI) at IRP Site 18, Naval Air Station (NAS) Lemoore, Lemoore, CA Under NAVFAC SW Contract N62473-12-D-2012, Mr. Heironimus has been the Project Manager for environmental restoration services at NAS Lemoore. The scope of services Includes a PA/SI at IRP Site 18, a recently designated Navy IRP site where potential release of hazardous waste/hazardous substances are believed to have Impacted soil, soil vapor, and groundwater, A PA/ is similar to a combined Phase I and Phase II ESA In that the PA includes research of all available historical Information and a site visit to Identify potential contaminant release sources (Phase 1), followed by the SI where media sampling is performed at areas where contamination may be present at highest concentrations (Phase II). The PA/SI also estimates human health and ecological risks, and determines ff further action Is warranted or not. For IRP Site 18, the PA documented a contaminant release at the site, and a Work Plan and Sampling and Analysis Plan were developed and approved by state agencies (Central Valley Regional Water Quality Control Board IRWQCB]; Cal EPA Department of Toxic Substances Control [DTSC]). Field work consisting of drilling, installation of groundwater wells and soil vapor probes, and collection of soil, soil gas, and groundwater samples, was completed In 2017; the PA/SI has recommended further action to define the nature and extent of contamination at IRP Site 18. Service Disabled Veteran Owned Small Business 25F-122 K Susan Gulbrandsen, CH, CSP Environmental Health and Safety Manager Ms. Gulbrandsen is a senior Health, Safety, and Environment professional with over 25 years experience with environmental projects, compliance, and program management. She develops health, safety and environment programs to protect the health and safety of workers and members of the community. Ms. Gulbrandsen has particular experience and expertise regarding Cal/OSHA and OSHA compliance associated with Phase I and Phase II Environmental Site Assessments, mulU-media site Investigation and remediation activities related to Hazardous Waste Operations and Emergency Response actions, and hazardous materials survey work. She Is skilled in preparation of site -specific health and safety plans that meet agency criteria, such as the Department of Toxic Substances Control, and is also adept at performing site visits to evaluate the effectiveness of health and safety plan implementation and site operations. Education B.S., Health Science: Environmental and Occupational Health; California State University, Northridge, CA,1984 M.S., Health Science: Environmental and Occupational Health; California State University, Northridge, CA,1987 Current Professional Registrations ❖ Certified Industrial Hygienist, CP4902 4• Certified Safety Professional, No. 20546 Other Professional Qualifications 4• Lead -Based Paint Issues for Certified Industrial Hygienists, University of California, Berkeley Extension Dangerous Goods Shipping by Air Seminar, Federal Express Construction Industry Safety Training, American Society of Safety Engineers �e Root Cause Analysis/Incident Facilitator Training, Chevron •:• Cash award for'Outstanding Efforts' from URS President A Contract Safety Excellence Base -wide Communications & Electrical Upgrades at Camp Pendleton, NAVFAC Southwest General Experience 2018 — Present Environmental Health and Safety Manager Responsible for development and Implementation of health and safety programs related to various field projects. Specific duties include development and/or review of site specific health and safety plans, associated job safety analyses, contractor safety program evaluation, and site visits as appropriate to verify compliance with health and safety plan implementation, safe work practices, and guidance with any emerging issues. 2014-2017 Industrial Hygiene Program Manager Responsible for supporting the U,S. Navy's Bureau of Medicine and Surgery (BUMED) at Naval Base Ventura County, Marine Corps Logis tics Base BarstowNenno, and Marine Corps Air Station Yuma. In this capacity, performed and managed staff to complete comprehensive industrial hygiene surveys, exposure monitoring, indoor air quality investigations, and special client requests, within a wide variety of naval environments Including fleet support, manufacturing, maintenance, infrastructure, warehousing and distribution, laboratory, health care settings, lodging, food services, recruitment centers, and armorles. 1990 —2014 Regional Health, Safety and Environment Manager Responsible for leadership, development, and implementation of health and safety programs to support a region of 1,200+employees providing professional services In a variety of sectors including government, industry, petrochemical, aerospace, technology, and pharmaceutical clients. Particular areas of emphasis Included development and implementation of risk reduction strategies related to field projects involving hazardous waste site investigation and remediation, drilling and excavation activities, demolition projects, diving, inspection work, hazardous materials handling and shipping, and large transportation infrastructure construction management. Service Disabled Veteran Owned Small Business 25F-123 Project Related Experience Ms. Gulbrandsen has developed over 2,700 site -specific health and safely plans for a wide variety of field operations Involving direct push, hollow -stem auger and rotary -wash drilling, soil, soil gas, and groundwater sampling, trenching and excavation, sump and underground storage tank investigations, soil vapor extraction, thermal treatment, biodegradation, and other site Investigation and remedlatlon techniques. Previous Health and Safety Task Manager for the Del Amo Superfund Site, Torrance, CA; the Casmalia Resources Steering Committee Treatment, Storage, and Disposal Site, Casmalia, CA; Nellts Air Force Base site remediation efforts, Las Vegas, NV; Iwilei District Participating Parties, LLC site investigation and remedlatlon, Honolulu, HI and a variety of large scale investigation and remedlatlon projects related to historic town gas sites in California. Performed numerous site visits and compliance auditing functions related to Phase I and Phase II ESA assessments, site investigations and remediation efforts at major branded gasoline service stations within the Southwest U.S. and Hawal'i. Service Disabled Veteran Owned Small Business 25F-124 ll LMEAO Matt Fuller Deputy Project Manager Support Staff Phase II ESAs and Remediation Mr. Fuller is a Project Scientist with over 16 years of experience on environmental projects that have included Phase I and Phase II Environmental Site Assessments (ESAs); removal actions of Underground Storage Tank (USTs), contaminated soils, and a former 32- acre landfill; preliminary assessments; site Inspections; remedial Investigations; long-term monitoring of groundwater; Boll vapor extractions; land use control Inspections; and closure of sites. Expertise Includes assisting clients to resolve complex environmental issues in a timely, cost effective, and professional manner. Education :• Bachelor of Science, Natural Resource Management, Colorado State University, Colorado 2000 Current Professional Registrations/Certifications ❖ 40-hour Hazardous Waste Operations and Emergency Response 8-hour Annual Refresher Hazardous Waste Operations and Emergency Response 6• Engineering Manual 385.1.1 certified 4. Occupational Safety and Health 30-hour construction Safety and Health certified United States Army Corps of Engineers Construction Quality Management for Contractors certified First Aid and Cardio Pulmonary Resuscitation certifications. General Experience Project ManagedProject Scientist Mr. Fuller has been responsible for managing projects, project staff, and performing Project Scientist related tasks under multiple Department of Defense contracts, Projects over the last 5 years have included preliminary assessments, site inspections, remedial Investigations, remediation of non -aqueous phase liquid, closure of sites under the regional water quality boards low -threat closure policy, remediation of petroleum impacted soils, conducting land use control inspections and maintenance, managing landfill gas mitigation systems, and conducting site investigations. Typical fieldwork consists of drilling soil borings, logging per Unified Soil Classification System, underground storage tank removal, contaminated soil removal, groundwater well installation/developmenUdestruction, groundwater monitoring, sail gas well Installation/destructlon, soil gas sampling, landfill gas monitoring, inspections and maintenance of land use controls, geophysical Investigations, investigation derived waste managemenUdisposal, and detailed documentation of field activities. Drilling techniques have Included hollow -stem auger, direct -push, air -rotary, and cone penetrometer test methods. Groundwater monitoring has consisted of high - flow sampling using bailers and pumps, and low -flow sampling using dedicated and non -dedicated bladder pumps. Documentation for the projects typically consists of Site -Specific Safety and Health Plans, Work Plans including a Sampling and Analysis Plan, and associated Reporting of site tasks and analytical data, with recommendations, Project Related Experience Ongoing— Basewlde Preliminary Assessment for Marine Corps Logistics Base Barstow. Responsible for managing multiple staff members during the historical research and data gathering effort and document preparation along with producing schedules, reviewing subcontracts, producing monthly project status reports, and reviewing monthly billing. This is similar to a Phase I ESA but much larger. Service Disabled Veteran Owned Small Business 25F-125 ® LKMEA, Ongoing- Operations, Maintenance, Monitoring, and Reporting at Box Canyon Landfill, Marine Corps Base Camp Pendleton, CA. Responsible for managing multiple staff member and performing Project Scientist role of project. This project Includes long-term monitoring of groundwater, monitoring of landfill gas wells, managing the landfill gas mitigation system that includes solar spark flares and air Injection wells, and performing Inspection and maintenance on engineering controls that are in place to manage the former landfill. This project consists of a multitude of sampling medlas and methods along with an elevated level of reporting. 2D17-early 2018 - Remediatlon of Jet Fuel Impacted Soils, Marine Corps Mountain Warfare Training Center Bridgeport, CA. Responsible for management during the removal, sampling, and subsequent backfilling of approximately 150 cubic yards of impacted solls. During the removal action, monitoring was conducted through the utilization of a photolonization detector to determine the extent of the Impacts. Soil samples were collected that resulted in site closure. 2016.2017 - Remedial Investigation of two sites at Naval Weapons Seal Beach Detachment Fallbrook, CA. Responsible for the management during site activities and reporting during these projects, The investigation consisted of threatened and endangered species monitoring, munitions clearance, geophysical Investigation, soil Investigation using an excavator, UST removallsampling, sediment sampling, and surface water sampling, 2016.2017 - Site Inspection at two sites and an expanded site inspection at one site at Naval Weapons Seal Beach Detachment Fallbrook, CA. Responsible for the management during site activities and reporting during these projects. The inspections consisted of geophysical investigations, hand augering, direct push drilling, soil sampling, and detailed historical as -built research to determine the location of former utilities and sumps. One of the sites obtained closure and two of the sites are continuing along In the Comprehensive Environmental Response, Compensation, and Liability Act process. 2016 - Former UST 398 Non -Aqueous Phase Liquid Removal. Former Marine Corps Air Station El Toro, CA. Responsible for the management of planning documents, safety documents, and subcontractor management during the removal of NAPL at former UST 398. This project consisted of sampling groundwater and removing NAPL from approximately 200 feet below ground surface. The groundwater was monitored using low -flow sampling techniques while the product was removed using an automated bailer. 2013.2016 - Long -Term Monitoring of Groundwater at Installation Restoration Program Site 16, Former Marine Corps Air Station El Toro, CA Responsible for managing the project that included monthly status reports and managing staff/subcontractors during planning and reporting documentation preparation along with during groundwater sampling activities. Field investigations included groundwater monitoring using low -flow techniques, groundwater monitoring well Installations, groundwater monitoring well destructions, land use control inspections and maintenance, geophysical surveys, IDW management, and groundwater level monitoring. Service Disabled Veteran Owned Small Business 25F-126 Chris Norman, P.E. Support Staff Phase II ESAs and Remediation Mr. Norman is a senior chemical engineer Wh over 30 years of experience with environmental projects, environmental compliance, and project management. He consults on environmental compliance, develops and evaluates alternatives for environmental and Industrial feasibility studies, designs and manages installation and operation of soil and groundwater remediation systems, assesses waste streams, and provides engineering solutions. Mr. Norman has managed a wide range of projects which Include operation and maintenance of site remediation effort and wastewater treatment system modifications. Expertise includes assisting the client In evaluating alternatives and selecting solutions to meet both client and regulatory goals. Education fi B.S., Chemical Engineering, University of Cincinnati; Cincinnati, Ohio 1981. M.S. Chemical Engineering, Ohio University; Athens, Ohio 1985 Current Professional Re. istrations Professional Engineer, Ohio, E-52648 �o Professional Engineer, Pennsylvania, 048545-R General Experience 2017 — Present Principal Environmental Engineer Responsible for compliance tasks related a number of environmental programs. Specific programs include: the Navy Other Environmental Liabilities (DEL) program; tanks and hazardous material management (Califomla Environmental Reporting System); SARA Tier I and Tier II reporting; and assisting with RCRA compliance issues. DEL activities include field surveys, database management, and cost estimating. 2011 — 2016 Engineering Manager Responsible for management of Engineering and Operations personnel with additional responsibilities with all aspects of projects, Including project management, engineering design, construction, budgeting, scheduling, staffing, technical performance, monitoring, and reporting. Project experience was focused on, water and wastewater engineering, water resource restoration projects, site remediation with an emphasis on in -situ technologies, SPCC and storm water plan development and facility compliance for commercial clients. 1999 —2011 Chemical Engineer Responsibilities Included project management, costestimating, Implementation of remedial systems and construction. Highlights Include: • Lead Engineer for design and implementation of SVE system at Andersen Air Force Base, Guam in response to B-2 crash of February 2008 • Conducting field tests of the use of permanganate for the oxidation of chlorinated hydrocarbons present in soil and groundwater. • Project manager for construction of sanitary sewer hookups of storm water/sanitary cross connections at Wright Patterson AFB • Lead engineer for SPCC update for major retailer. Provided guidance to field inspection personnel and reviewed/certified numerous SPCC Plans, • Project manager for remediation of two sites for a commercial rail carrier, 1992-1999 Engineer Responsibilities included project management, cost estimating, proposals, engineering design, implementation of remedial systems, and construction management. Highlights include: • Site wide remediation at a business office machine facility • SPCC Plan inspections and updates for nationwide heavy equipment rental firm. • Designing soil and groundwater remediation systems • Developing cost estimates, schedules, and work plans Service Disabled Veteran Owned Small Business 25F-127 © LMEA, 1987 —1992 Water Quality Assessment Group Leader Responsibilities included project management, water, quality data assessment, statistical analysis, and direct supervision. Highlights Include: • Participated in national committee for development of water quality assessment methods • Oversaw completion of long term trend analysis of Ohio River water quality data • Developed program for calculation of biological index for the Ohio River fish population data 1985-1987 Field Engineer Responsibilities included permit review/Issuance, operations inspections, and compliance inspections. Highlights Include: • Lead engineer for State in an emergency action in Casper, WY — BTEX in private wells. • Lead engineer for groundwater investigation and a number of Industrial facilities. 1983 —1985 Research Assistant Responsibilities included investigation into Flue Gas Desulfurization technologies. Highlights Include: • Completed a design project for bench scale investigation of novel sulfur capture technique. Result was byproduct of sulfuric acid from an FGD process. 1981-1983 Wastewater and Quality Control Technician Responsibilities included operation and maintenance of 0.2 MGD industrial wastewater treatment plant and responsible for quality control at a leather tannery. Highlights include: • Reduction of operating cost of the treatment plant by K% while Increasing treatment efficiency. • Reduction of product defects by 20%. Project Related Experience Mr. Norman Is currently a Principal Environmental Engineer, Mr. Norman provides support for compliance issues at US Naval facilities, Primary tasks Include field surveys, data evaluation, and cost estimating. In addition, Mr. Norman works with clients for RCRA, SARA, and SPCC compliance. OEL 2017 Sustainability Effort Mr. Norman was responsible for organizing and completing the field efforts for two installations. Tasks include review of annual taskers, establishing a building list for site visit, completing database review and record correction as required, and development and revision of OEL cost estimates. NAVFAC SW — CERS Management Mr. Norman Is responsible for review and status tracking of the California Environmental Reporting System (CERS) completed for Naval facilities located In CA. This requires regular review, identification of Issues, and coordinating with Navy personnel to update data for regulatory review. Ft Drum Service Plaza, Florida Turnpike Mr. Norman served as the project manager for upgrades of wastewater and water treatment facilities at the Ft. Drum Service Plaza on the Florida Turnpike. The Florida Turnpike Enterprise recently upgraded the facilities at the Ft. Drum Service Plaza. These upgrades included installation of a new water and wastewater plants. The wastewater and water systems were not constructed to specification (resulting in a lawsuit) and required major modification in order to operate in compliance with the discharge permit. Under the direction of Mr. Norman Apex completed the assessment and subsequent design construction of the upgrades. The total project budget was $1.5 million. Paddy's Run Stream Restoration Mr. Norman was the engineer of record for stream restoration of stretch of Paddy's Run on the Fernald Preserve located in Harrison, OR The project included installation of a rock toe, two cross vanes, and stabilizing the left downstream back with fabric, seed, and plants. The goal of the design was to direct the flow of the stream towards the center of the reach to prevent erosion of the left descending bank. Service Disabled Veteran Owned Small Business 25F-128 INKMEA Wiidermuth Wetland Restoration, Butler County Water and Sewer Department, OH The project included design and construction of a floodplain pollutant attenuation system along the East Fork Mill Creek to improve water quality and enhance aquatic and riparian habitat. The project was initiated in response to problems associated with channel erosion, flooding, woody debris jams, and water quality impairments. Approximately 1,500 linear feet of in -stream habitat, riparian buffer and 22 acres of floodplain wetlands were restored. Aukerman Creek Restoration, Preble County Historical Society, Eaton, OH The project Included design and construction of the Aukerman Creek Restoration project. The project addressed sources of aquatic habitat Impairment by restoring Aukerman Creeks natural flow, reducing the erosive power at the proposed reach and associated streambank erosion, Improving water quality, and stabilizing the channel with the floodplain to provide characteristic aquatic and riparian habitat reflective of higher quality segments of Aukerman Creek. Toewood was Installed as a bioengineering technique to protect toe of slope and boulder clusters were placed in -stream to dissipate energy and centralize the flow. The outside meander bend was regraded to a stable angle of repose and stabilized with a rock toe and natural materials (coir fabric, prairle seed, woody cuttings). West Fork MITI Creek, City of Wyoming A reach of the West Fork of the MITI Creek was encroaching on lime sludge holding ponds. Design of the stream channel Incorporated a cross vane to centralize stream flow to prevent future stream bank erosion. Rehabilitation of the stream bank included a rock toe and fabric and planting for bank stabilization. Former Stauffer Chemical Site, Louisville, KY Mr. Norman served as the project manager for operation of environmental remedial systems at a former chlorinated hydrocarbon manufacturing facility. The remedial systems include a 1,000 gpm ground water extraction and treatment system, a large SVEIAS system (1,200 cfm) and a smaller AS/SVE system (300 cfm). The original installation was completed in 1997. Operational challenges required significant upgrades to system equipment to provide sufficient operation time to remain in compliance with the facility RCRA permit. Major capital Improvements were recommended to the client, and the after Installation resulted in significant Improvements In operation. The annual budget for the operation and maintenance was $1 million. .IMC C}nnlMl{,ne}len,i Tn6n• Project Manager for design and construction of an expansion of the wastewater treatment facility of a tube manufacturing facility. The plant upgrade was completed without interruption to the facility operation while maintaining compliance with the permit limit. Mr. Norman provided budgetary review, engineering review, and overall direction for the project. The total project budget was $1.2 million. LKQ Corporation Technical lead for site audits focusing on SPCC and SWPPP compliance inspections. SPCC and SWPPP are updated or developed as needed. Audits Included completing certified auto recycler (CAR) audits for all facilities inspected. Site audit/inspection included providing technical guidance on SWPPP and SPCC implementation to site personnel, Coca-Cola Enterprises: Project Manager and technical lead for monitoring of carbon dioxide in the work place. Specific tasks have Included initial screening, development of risk profiles for individual workers and extended sampling at fixed stations. Data provided by Apex is utilized for modification of the facility HVAC system. Wright Patterson Air Force Basel Project Manager for the construction of sewer lines and sewer line connections to eliminate sanitary to storm water cross connections, The project included construction redesign due to unanticipated field conditions, Interaction with the client, interaction with the USAGE, and direct supervision of construction contractors. The USACE method for construction quality management was utilized. Projects were completed under budget, with no accidents or health and safety incidents. Project Manager for the removal of PCE contaminated soil. Over 500 tons of contaminated soil were removed and disposed of at a hazardous waste landfill. Project responsibilities included waste characterization, project health and safety, and management of subcontractors. The project was completed on time, within budget and without any health and safety incidents. Service Disabled Veteran Owned Small Business 25F-129 INKMEA) Project Engineer for In -situ treatment tests for VOC removal from groundwater. Responsibilities included: preparing the work plan, subcontractor procurement, material procurement, and project execution. Techniques applied Include hydrogen peroxide injection (Fenton's Chemistry) and potassium permanganate injection for destruction of chlorinated hydrocarbons. Mr. Norman's Involvement Include preparation of the pilot scale test plans, field support, and documentation of results in a report to the client. Andersen AFB, Guam: Project engineer for the design, installation, start up, and operational support of a soil vapor extraction (SVE) system to remove JP-8 from the subsurface at Andersen AFB, Guam. Air flow predictions were made using site geology data and review of past SVE operation at the site. Once installed airflow optimization was completed to maximize mass removal rates. Operational procedures were developed and on site personnel were trained in the measurement of VOC levels in each well as well as flow measurements. The system operated effectively for eight months, removing over 8,000 pounds of JP-8. U.S. Navy: Team leader for the estimation of Other Environmental Liabilities (OEL) for the U.S. Navy, Responsibilities Included site reconnaissance, development of a field strategy for a she assessment, coordination of field activities of a six person field team, and completion of cost estimates of identified liabilities. The OEL assessment was completed for three Navy installations on time and under budget, Navajo Tribal Utilities Authority: Project engineer for the characterization and feasibility of closure of wastewater lagoons for the Navajo Tribal Utilities Authority (NTUA). The project Included characterization of biosolids in existing wastewater lagoons and developing engineering alternatives for closure of the lagoons. Characterization of the biosolids included analysis for the presence of metals, VOCs and SVOCs specifically for compliance with the land application requirements of 40CFR 503.13, Engineering solutions considered included the use of lime stabilization for pathogen destruction and odor control. IBM: Project coordinator of $1.5 million per year environmental rectification project. Primary activities Include coordinating design activities for in -situ soil remediation, evaluating treatment alternatives, and contractual activities. Soil remediation systems include soil vapor extraction and bioremediation. Directed development of pilot test plans for the soil vapor extraction system and bioremediation systems and analysis of test results. Service Disabled Veteran Owned Small Business 25F-130 ILI Cheryl Martin, GIT Support Staff Phase II ESAs and Remediation Ms. Martin is a Project Environmental Scientist with over 13 years of experience with environmental projects, environmental compliance, California Environmental Quality Act (CEQA) and National Environmental Quality Act (NEPA) projects, and project management. Ms. Martin consults on environmental remediation projects, develops project work plans and sampling plans, prepares analyses of analytical results, and provides quality control. Ms. Martin has provided technical support and management for a wide range of projects including groundwater investigations, Five -Year Reviews, Findings of Suitability to Transfer, Feasibility Studies, and Emergency Planning and Community Right -to -Know Act reporting. Education B.S. Physics, Minor in Geology, Rensselaer Polytechnic Institute, Troy, NY, May 1999 M.S. Geological Sciences, Hydrogeology, San Diego State University, May 2013 ➢ Thesis: Recycled Groundwater Development at Harmony Grove, San Diego County, CA. Current Professional Registrations Geologist -in -Training (California) Certificate No. 609 Other Professional Qualifications e• McCaffrey, et. al., Rotation and Plate Locking at the Southern Cascadia Subduction Zone, Geophysical Research Letters, vol. 27, no.19, p. 3117-3120, October 2000 General Experience 2016 — Present Project Environmental Scientist Responsible for report preparation as lead author and quality control reviewer in support of Resource Conservation and Recovery Act (RCRA) and Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) work, including groundwater monitoring reports, Five -Year Reviews, Findings of Suitability to Transfer, Work Plans, Sampling and Analysis Plans, and Health and Safety Plans. Responsible for conducting field work, including stormwater sampling and observations. 2014-2016 Staff Geologist Responsible for conducting and overseeing field work, including groundwater, soil sampling, and well development. Responsible for report preparation as lead author, technical writer, and quality control reviewer in support of RCRA and CERCLA work, Including groundwater monitoring reports, Records of Decision, Land Use Control Remedial Designs, Remedial Action Completion Reports (RACRs), Health and Safety Plans; and inventoryand reporting in supportofthe Environmental Protection Agency's Emergency Planning and Community Right -to -Know Act. Responsible for procuring subcontractors and equipment. 2012-2013 Engineering Intern Provided support for the California Statewide Groundwater Elevation Monitoring (CASGEM) by researching well log records and conducting field reconnaissance to Identify and locate wells for the CASGEM groundwater monitoring network, and prepared a draft groundwater monitoring plan. 2009— 2011 Teaching Assistant Geologic Inquiry, Mineralogy, Historical Geology and The Ocean Planet. Instructed labs and graded assignments, assisted with field trips, and was Involved in syllabus development; and content of labs, homework, and exams. 2001 —2009 Associate Environmental Analyst Responsible for measuring, analyzing, and preparing noise and air quality technical reports. Qualified for placement on the County of San Diego's CEQA Consultant List for Noise, and built a reputation with clients for quality, timely work that led to repeat business and contributed to growth In the noise and air department. Calibrated and repaired equipment. Conducted technical analyses and authored Service Disabled Veteran Owned Small Business 25F-131 MJ=KMEA w reports for a wide variety of CEQA and NEPA projects, including Integrated Natural Resources Management Plans, Environmental Assessments, General Plans, Housing Elements, and a regional Resource Management Plan. Responsible for project management, schedules and budgets, and managing and meeting competing deadlines. Project Related Experience FIve•Year Review for Former Mare Island Naval Shipyard, Vallejo, California, 2016 —present Ms, Martin provided primary authorship of the Five -Year Review Report, conducted site Inspections, and inspections after a significant rain event. This project included preparation of a Five -Year Review Report, Levee and Institutional Control Annual Inspections and post - rain visual inspections. Munitions Response Program (MRP) Site 8 Land Use Control Remedial Implementation Plan (LUCIP) Development and Long - Term Management (LTM), Naval Base Coronado, California, 2017 — present Ms. Martin provided project management, primary report authorship, and oversight of subcontractor and unexploded ordnance (UXO) technician support. The project included a LUCIP for MRP Site 8, a legal survey and description for MRP Site 8, and UXO support for multiple sites. Closure Documentation at Multiple Solid Waste Management Units and Areas of Concern and Further Removal Action/Characterization Documentation at Naval Base Ventura County, Port Hueneme, 2016 — present Ms. Martin provided project support as an author of a Closure Recommendation Report for multiple solid waste management units (SWMU)/areas of concern (AOC) sites. The project included incorporating all previously existing and currently collected data for the sites, and providing an assessment and closure recommendations report, an engineering evaluation/cost analysis and action memorandum for up to 10 sites, and a sampling and analysis plan to support further characterization for up to 10 sites. IR Site 26 Groundwater Study, Hunters Point Naval Shipyard, San Francisco, CA, 2016 - present Ms. Martin provided primary authorship of the Preliminary Draft Work Plan and Sampling and Analysis Plan for this project. The project includes a Work Plan/Sampling and Analysis Plan; a health and safety plan; field work including baseline groundwater sampling, soil borings and sampling to support in situ stabilization (ISS) treatment, ISS treatment of dissolved mercury to reduce mercury in groundwater at IR Site 26, and post -treatment performance monitoring; and a RACR. Non -Time Critical Removal Action Performance Monitoring for Installation Restoration (IR) Site 1114, Marine Corps Base Camp Pendleton, California, 2014- 2016 Ms. Martin was the field team lead for this project, and was responsible for procurement of subcontractors and equipment, conducting and overseeing well development and the quarterly and semi-annual groundwater sampling at 10 wells, data analysis, and reporting. Ms. Martin provided primary authorship of the Preliminary Draft Performance Monitoring Report for this project, submitted in February 2016. The project included groundwater monitoring well Installation and development of 10 wells, followed by quarterly and semi-annual groundwater sampling, data analysis, and reporting, to document the performance of a prior removal action and treatment for chlorinated volatile organic compounds in groundwater. Remedial Action at the Armitage Field and Area R Operable Unit, Naval Air Weapons Station China Lake, 2015 Ms. Marlin provided authorship of a slle-specific health and safety plan for basewide groundwater sampling and assisted in coordinating field work and preparing groundwater monitoring reports. This project included groundwater monitoring and sampling at China Lake. Groundwater monitoring results were used in the preparation of quarterly and annual groundwater monitoring reports for several areas within the Site, Federal Facilities Support Remediatlon Agreement Program Support at Former Naval Station Treasure Island, California, 2014 -2015 Ms. Martin provided authorship of the IR Site 21 RACR, including a statistical trend analysis of soil gas data. Ms. Martin provided authorship of the IR Site 24 Proposed Plan and the IR Site 12 Action Memorandum. In addition, Ms. Martin prepared responses to comments and document preparation support for the land use control (LUC) Inspection Reports. The project Included the preparation of an Action Memorandum for IR Site 12 for performing a Time -Critical Removal Action; a RACR for IR Site 21; a Proposed Plan for IR Site 24; LUC inspections and reporting for IR Sites 21, 27, and 30; and GIS support. Service Disabled Veteran Owned Small Business 25F-132 INIKMEA Emergency Planning and Community Right -to -Know Act, 2014— 2015 Ms. Martin provided project management and oversight of field surveys and reporting for multiple Installations. Service Disabled Veteran Owned Small Business 25F-133 N � ffl_�' Jon Holstein, ENV-SP Support Staff Phase I ESAs Support Staff Phase II ESAs and Remediation Jon Holstein is a Project Scientist with over 10 years of experience with environmental projects, environmental compliance, and project management expertise. Mr. Holstein's experience includes, but Is not limited to, Phase I and II site assessments, preliminary endangerment assessments, feasibility studies, remedial action plans, remedial program management, and remediation projects. Education +. B.S. Environmental Sciences, Humboldt State Univ., 2007 Current Professional Registrations :• EnvisionTM Sustainability Professional (ENV-SP) •:• USACE Construction Quality Management for Contractors (CQM) ❖ OSHA 40-Hour HAZWOPER A OSHA 30-Hour Hazard Recognition for Construction �> USACE EM 385.1-1 Califomia/OSHA Asbestos Awareness General Experience 2016—Present Project Scientist Responsible for managing several task orders concurrently; serving as the primary point of contact to clients and other stakeholders; acting as the lead author and preparing client deliverables and technical documents including but not limited to work plans, sampling and analysis plans, health & safety plans, annual monitoring reports; leading office and field teams and Implementing/managing field work in accordance with approved project plans; analyzing regulations and existing reports to develop approach; collecting and managing field data and Interpreting field and analytical data; assisting procurement staff and providing oversight of subcontractors; and performing engineering and scientific calculations. 2014 — 2016 Environmental Scientist Environmental Contractor to Naval Facilities Engineering Command Southwest Division with projects based on compliance and long- term groundwater monitoring under the CERCLA/RCRA process Project management and supervision, primary health and safety officer, oversight and training of junior staff members, client interaction, performed daily health and safety tailgate meetings, performed groundwater sample collection, tracked budgets and invoices from subcontractors, ensured all analytical analyses and data validation for site contaminants were performed according to the sampling analysis plan, performed daily quality control inspections and reporting Author and manager of the 2015 annual groundwater monitoring report. Interpretation of all data, contaminant trend analysis, generation of all figures through GIS figure department, and development of conclusions/recommendations for subsequent project work Environmental Scientist conducting oversight of In -Situ Chemical Oxidation injection pilot study, soil gas sample collection as part of a Remedial Investigation/Feasibility Study, and pump & treat program to remediate contaminated groundwater associated with the Jet Propulsion Lab facility. Lead large multi -disciplinary teams during well installation and injection phases 2008-2014 Environmental Scientist Environmental Contractor to Naval Facilities Engineering Command Southwest Division with projects based on compliance and long- term groundwater monitoring underthe CERCLA/RCRA process Field team lead role; project management and supervision, primary health and safety officer, accountable for laboratory coordination, equipment coordination, report writing, and budget management. Oversight of soil and groundwater assessment and remediation projects, review, interpret, and summarize laboratory results, conduct/assist with field investigations and site Inspections, manage projects with local, State, or Federal agency oversight, writing technical reports. Point of contact between project managers and field team, responsible for managing a team of employees including the training of all new hires, management of sub -contractors, project Service Disabled Veteran Owned Small Business 25F-134 INKMEA coordination, and troubleshooting. Produced multiple technical documents Including Water Quality Monitoring Reports, Sampling Analysis Plans, Work Plans, Daily Quality Control Reports, Quarterly Monitoring Reports as well as Site Inspection Reports Proiect Related Experience Preliminary Assessment/Site Inspection — Installation Restoration Site 18, Naval Air Station Lemoore, California Mr. Holstein assisted with conducted a Preliminary Assessment to compile existing information about the Site, this included an assessment of the potential sources and nature of any release, potential contaminant migration pathways, and potential receptors that could be affected by a release or contaminant migration. Information gained in the Preliminary Assessment was be used to guide the Site Inspection sampling and analysis activities, The Site Inspection was conducted to augment data collected In previous investigations and decide whether further investigations or remediation activities were warranted. Investigation activities included limited groundwater, soil, and soil gas sampling and reporting. Long -Term Monitoring Support for Landfills and Technical Support at Marine Corps Logistics Base Barstow, California Mr. Holstein served as the project manager providing installation restoration consultation services to Naval Facilities Southwest for the execution of the Marine Corps Logistics Base Barstow long term monitoring for the CERCLA Area of Concern (CAOC) 7, 20, 23, and 35 landfill sites, and to provide Remedial Project Manager and general technical support services pertaining to landfill long term monitoring activities for CERCLA Area of Concern 7, 20, 23, and 35 landfill as well as technical support services associated with other Installation restoration sites and the Base. Groundwater Well Destruction and Demolition of Water Utility Infrastructure at Marine Corps Base Camp Pendleton, California Mr. Holstein served as the project manager decommissioning abandoned production wells, converting abandoned agricultural wells to monitoring wells, and demolishing water utility Infrastructure in various basins throughout at Marine Corps Base Camp Pendleton, California, Prior to performing demolition services, asbestos and lead -based paint surveys were conducted to locate, identify, and assess the condition of materials at several structures at Marine Corps Base Camp Pendleton. Remedlation System Decommissioning at Former Underground Storage Tank Sites at Marine Corps Base Camp Pendleton, California Mr. Holstein served as the project manager decommissioning remediation systems at various locations and Well Abandonment/Repairs at Marine Corps Base, Camp Pendleton. 22/23 Area Groundwater Site at Marine Corps Base Camp Pendleton, California Mr, Holstein served as the project scientist during the installation of 3 additional network monitoring wells, and quarterly sampling of a network of 37 groundwater monitoring wells. Project specific tasks included managing the daily health and safety of on -site personnel and equipment, performing daily health and safety tailgate meetings, performing soil sample collection and logging, conducting groundwater sample collection, and completing daily quality control Inspections and reporting. Led on -site QC meetings, managed and coordinated each groundwater monitoring event, inspected and certified that all materials and equipment delivered to thejob site complied with the approved submittals, ensured that all testing and/or inspections were performed, provided QC training to project staff, prepared and implemented project QC plans, inspected the work performed on a dally basis for compliance with current plans and specifications, identified corrective actions, and maintained QC documentation and submittals. Installation Restoration Site 1115 at Marine Corps Base Camp Pendleton, California Mr. Holstein served as the project scientist during a remedial investigation of facilities consisting of approximately 520 soil, soil gas, and groundwater samples from over 200 soil borings and surface samples; the excavation of petroleum hydrocarbon -contaminated soils; the treatment of contaminated groundwater via In -Situ Chemical Oxidation injections; and long-term monitoring and remediation system operation and maintenance at the site with petroleum plumes. Remedlation of Pesticide Contaminated Soil on Stuart Mesa Agricultural Fields at Marine Corps Base Camp Pendleton, California Mr. Holstein served as the project scientist following an excavation while approximately 160 confirmation soll samples and 16 soil vapor samples were collected from throughout the site, Project tasks included assisting with field activities and soil vapor sample collection at a former agricultural field and assisting with management and oversight of subcontractors. Service Disabled Veteran Owned Small Business 25F-135 Nia Nikmanesh, ENV-SP Support Staff Phase I ESAs Support Staff Phase II ESAs and Remediation PG candidate with over 10 years of experience in environmental services including Phase I and Phase II environmental assessments, groundwater sampling, soil sampling, soil vapor sampling, soil logging, air monitoring, drilling, and well Installation and development; experience with Federal and State regulatory agencies in Texas, California, and Arizona, including the Texas Commission of Environmental Quality, Arizona Department of Environmental Quality, CERCLA, DoD, DTSC, and served as an emergency responder for the US EPA, Region 6. Education 4• BA., Geological Sciences, University of Texas at Austin, 2006 Current Professional Registrations •:• OSHA 40-Hour CFR 1910.120 HAZWOPER Certification, Supervisor Level since 2009 9 OSHA 30-Hour 29 CFR 1926 Construction Certification •r USACE and Naval Facility Engineering Command Construction Quality Manager for Contractors USACE EM 385.1-1 Certification S• Envision Sustainability Profesional (ENV-SP) Certification ASTM International Phase I and Phase II Environmental Site Assessments for Commercial Real Estate Certification Asbestos Inspector Certification General Experience 2016—Present Task Order Manager Manages task orders for DON contracted projects. Manages budgets, monthly invoicing, staffing, and technical lead and support for various environmental investigations. Other responsibilities Include performing stormwater compliance sample collection, field activities including supervision of subcontracted drillers and groundwater sample collection, 2015-2016 Senior Staff Geologist Performs various environmental investigations for clients Including private sector, state and local municipalities, U.S. EPA, DTSC, and public university. Conduct field sampling and data collection, evaluation, and compiling findings and conclusions to reports. Performs records reviews and site visits to conduct Phase I Environmental Investigations. Authors and Implements site -specific health and safely plans. Provides oversight for private military housing wastewater and stormwater repair. Supervises remedial excavations requiring confirmation sampling and site restoration. 2009 — 2015 Staff Geologist Executes CERCLA, RCRA, MRP, and environmental compliance projects primarily for the Department of Defense, Southwest Division. Responsibilities included field team management, multi -phase field Investigations, preparation of Site and Remedial Investigation Reports as well as Quarterly, Semiannual, and Annual Monitoring Reports. Authored site -speck health and safety plans and served as Site Safety Health Officer, 2008-2009 GeoscientistI Emphasis on field techniques. Responsibilities Included Phase I Environmental Investigations, US Air Force Small Arms Range reconnaissance, served as U.S. EPA START Contractor for Region 6, including Emergency Response. 2007-2008 Geotechnical Scientist Responsible for planning and managing Phase I and Phase II Environmental Investigations, Further assisted with administrative tasks of business operations including accounting, reporting, marketing, and customer service. Service Disabled Veteran Owned Small Business 25F-136 INKMEA 2006-2007 Research Assistant Duties included restoration and digitizing of donated historic seismic logs using P-Log software and archiving historic Stale geologic records. Project Related Experience SUPPLEMENTAL SITE INVESTIGATION, CITY OF WHITTIER, WHITTIER, CALIFORNIA, Oversaw drilling activities with continuous core logging and sampling to depths up to 80 feet below ground surface for the City of Whittier owned parcels upgradient of the Omega Chemical Corporation Superfund site overseen by the U.S. EPA. The Site Investigation also Included the installation of 4-discrete depth vapor probes at each boring location and subsequent sampling as agreed upon by the Voluntary Cleanup Agreement by the City of Whittier and the DTSC to investigate the extent of TCE contamination. INDOOR AIR STUDY, AIGXORMER GENE'S PLATING WORKS FACILITY, LOS ANGELES, CALIFORNIA, Conducted an Indoor Air Study over both 8- and 24-hour periods to use indoor air concentrations of VOCs to refine estimates of risk and hazard to occupants of the structures resulting from exposure emanating from soil gas beneath the buildings. Coordinated with both the DTSC and selected laboratory to ensure reporting limits approved by the DTSC were met with the appropriate laboratory methods for soil vapor sampling. IMPERIAL IRRIGATION DISTRICT PCB AUDIT INVESTIGATIONS AND SUPPLEMENTAL CLEAN UP, CALIFORNIA. Investigated numerous former Substations in the Imperial Irrigation District known to have used PCB equipment historically. Based on findings of site audits and surface sampling, Identified areas with PCB contamination and conducted supplemental Investigation to define vertical and lateral extent of PCB impacted soil. With concurrence from the U.S. EPA, adequately delineated areas laden with PCBs and drafted and implemented a Clean Up Plan to excavate contaminated areas. Collected confirmation sampling during excavation activities followed by soil import and grading activities. SOIL CHARACTERIZATION FOR OFF -SITE MANAGEMENT, PRUDENTIAL REAL ESTATE PARTNERS, COSTA MESA, CALIFORNIA- Functioned as technical field lead with a track -mounted limited access dg to install soll borings and collect soil samples on a 2-acre multi - tenant commercial shopping center in order to characterize soil for potential off -site export. Coordinated drilling activities with private utility locator and DigAlert to ensure a safe environment for the field staff. SEMIANNUAL GROUNDWATER MONITORING AND SAMPLING, UCSD MEDICAL CENTER HILLCREST, SAN DIEGO, CALIFORNIA. The scope of services performed included measuring the groundwater elevations and depth of free product in each of the wells; and collecting and analyzing groundwater samples from the wells. Present sampling results in Semiannual Reports to the client as well as the DEH. INSTALLATION RESTORATION SITES 21 AND 24, NAVAL AIR STATION TREASURE ISLAND, SAN FRANCISCO, CALIFORNIA. Worked In coordination with the RPM at BRAC to develop Closure Plan in order to transfer the former Naval Air Station to the City of San Francisco. Oversaw multiple subcontractors and a field staff of 10 individuals in a collective effort to abandon over 100 wells in the monitoring well network, repair of 48 monitoring wells, and Installation and sampling of 42 soil vapor probes over a six -week period. Prepared dailyfield and health and safety reports to the ROICC and participated in weekly meetings to discuss project status, anticipated scope, and deviations from the approved Work Plan. YERMO INDUSTRIAL, YERMO DOMESTIC, AND NEBO DOMESTIC WASTEWATER TREATMENT AND RECYCLING FACILITIES, MARINE CORPS LOGISTICS BASE, BARSTOW, CALIFORNIA, Prepared and evaluated groundwater analytical data for quarterly and annual reporting for three sites at MCLB Barstow. Used groundwater elevation data to calculate hydraulic gradient values and direction in addition to providing recommendations on a quarterly basis. INSTALLATION RESTORATION SITES 21 AND 24, NAVAL AIR STATION TREASURE ISLAND, SAN FRANCISCO, CALIFORNIA, Service Disabled Veteran Owned Small Business 25F-137 INKMEA Served as field team lead for quarterly site gauging and groundwater sampling at two sites at NAVSTA TI. Successfully gauged large monitoring well network within the low -tide time window constraint on a quarterly basis. Used low -flow sampling techniques for sample collection at 37 wells at IR Site 21 and 63 wells at IR Site 24 with non -dedicated equipment. INSTALLATION RESTORATION PROGRAM SITES 1 AND 2, AND ANOMALY AREA 3, FORMER MARINE CORPS AIR STATION EL TORO, IRVINE, CALIFORNIA. Served as a member of the field team for semiannual gauging and groundwater sampling at three sites in the CERCLA Groundwater Monitoring Program. Used low -flow sampling method for sample collection at 32 wells. GROUNDWATER PROGRAM SITE OPERABLE UNIT 11, FORMER SURFACE IMPOUNDMENTS AT INDUSTRIAL WASTE AND OILY WASTE TREATMENT PLANTS, NAVAL AIR STATION NORTH ISLAND, SAN DIEGO, CALIFORNIA. Performed gauging on the monitoring well network on a quarterly basis and used low -flow sampling techniques for semiannual sampling for 18 groundwater monitoring wells. Acted as Field Team Lead and Site Safety Health Officer in the installation and logging of 45 new monitoring wells using hollow -stem auger and Sonic drilling methods. GROUNDWATER GAUGING AND SAMPLING EVENT, ISP, TEXAS CITY, TEXAS. Conducted semi-annual groundwater sampling of 13 monitoring wells situated around the perimeter of a closed landfill, Including 12 Point of Compliance wells and 1 background well. Received a Recognition Award for Brand Recognition, Client Focus, Teamwork, and Exceptional Quality from positive feedback provided by ISP client contact. SEMI-ANNUAL GROUNDWATER MONITORING AND WELL INSTALLATION, FLEX TANK SYSTEMS, CHANNELVIEW, TEXAS. Conducted static water and PSH level measurements in monitor and trench extraction wells, performed baildown tests for wells that contained measurable PSH, purged wells using low -flow techniques and collected groundwater samples for analysis, Performed field activities in Level C PPE. SITE ASSESSMENT AND MONITOR WELL YIELD TESTING, M-1 SWACO, BEEVILLE, TEXAS. Collected soil samples using a tractor -mounted Geoprobe and marked locations using a Trimble GPS unit with sub -meter accuracy. Installed 3 permanent monitoring wells to an approximate depth of 20 feet bgs, surveyed elevations of natural ground and top of casing, gauged wells utilizing and oil/water Interface and water -level probe, and collected groundwater samples using the low -flow method, Performed yield tests on permanent monitor wells using the cyclic discharge method described in TRRP-8 with a Grunfos pump. QUARTERLY GROUNDWATER SAMPLING, M-1 SWACO, CAMERON, LOUISIANA. Responsible for gauging 5 monitoring wells utilizing a water level indicator, purged well until 3 times the well volume was removed, and collected samples using dedicated disposable bailers. Collected proper CIA samples at the frequency required by LDEQ, and successfully performed tasks under the observation of an LDEQ agent on -site. PHASE I ENVIRONMENTAL SITE ASSESMENTS, SMITH CHEMTECH, LOUISANA AND MISSISSIPPI. Performed records review and wrote Phase I ESAS for 3 facilities located in Broussard, LA, Minden, LA, and Waynesboro, MS, while working with a strict deadline. Utilized resources and personnel in out of state offices. U.S. EPA EMERGENCY RESPONSE CONTRACTOR, HURRICANE IKE, GALVESTON, TEXAS. Mobilized to Galvestion, TX for 2 weeks to aid state (TCEQ) and federal (EPA) organizations in site reconnaissance and recovery post - Hurricane Ike. Responsible for recording GPS coordinates of hazardous materials in inaccessible areas of Galvestion Island and Bolivar Peninsula as well as Feld documentation according to EPA protocoal. OPERATIONAL RANGE ASSESSMENT PLAN PHASE I QUALITATIVE ASSESSMENTS, AFCEE. Performed site assessments at various Air Force Bases located across the U.S. to ensure the long-term viability of USAF ranges, assessing off -range munitions constituents migration and any associated threats to human health. Tasks Include determining if there has been a release of substantial threat of release of MCs from an operational range or range complex to off -range areas, determine whether the release or substantial threat of a release of MCs from an operational range or range complex to an off -range area poses an unacceptable risk to human health, and perform an appropriate response and report in accordance with applicable statues, regulations, and policy. Service Disabled Veteran Owned Small Business 25F-138 Joseph Plummer Support Staff Phase II ESAs and Remediation Mr. Plummer has over 15 years of experience in environmental consulting as afield technical supervisor and task manager. His diverse experience covers projects involving site investigations, remedial actions, feasibility studies and environmental compliance for public, private, industrial, commercial clients as well as for State and Federal government. Education 4. BA, Environmental Geology, Texas Tech University, Lubbock TX, May 2001 Current Professional Registrations Geologist/California, P.G, registration In progress —anticipated completion in 2018 Other Professional Qualifications OSHA 40-hour Hazardous Waste Operations & Emergency Response certification with current 8-hour Annual Refresher (29 CFR 1910.120) OSHA 30-hour Construction Safety and Health Certification, Including 8-hour HAZWOPER Supervisor training <• EM385.1-1 4-hour Construction Safety Hazard Awareness Training Implemented by the U.S. Army Corps of Engineers s Bloodborne pathogens training American Society of Military Engineers General Experience ✓ Phase I ESA and Phase II ESA project execution and deliverable preparation ✓ Experience working under the regulatory structure of RCRA, CERCLA, USEPA, USFS, BLM and local Water Boards in California, Arizona, Nevada, Texas, Georgia, and Florida. ✓ Proficient at planning and executing field efforts from start to finish Including; workplans, HASPs, subcontractor bidding and management, field work execution and management, and final document preparation with an emphasis on compliance and site closure. ✓ Strong background in drilling oversight including; hollow stem auger, geo-probe/ direct push, air- rotary, mud -rotary, rotary sonic, hand auger, and CPT. ✓ Sampling in wide range of media including; soil, groundwater, hard rock, mine tailings, soil vapor, sub -slab, indoor air quality, drinking water quality, biological, tidal estuaries and wetlands. ✓ Experience with construction and excavation oversight (dig and haul), geophysical studies, ISM (incremental sampling method) sampling and implementation, MGP site investigations, abandoned mine site characterization and remediation, Injection system remediation. ✓ Strong graphics presentation and interpretation skills using; Auto CAD, Surfer, Logplol, and Rockworks for modeling and mapping tasks to produce site specific base maps, contour maps, 3D graphical subsurface renderings, isoconcentration maps, boring logs, cross sections, time -stamp animations, and high-level power point graphics. ✓ Environmental database management, optimizing Access database via a user -interface program (Epiphiny) to minimize errors and automate data tabulation and reporting. Service Disabled Veteran Owned Small Business 25F-139 is LKMEA. Project Related Experience U.S. Naval Facilities Engineering Command Southwest (NAVFAC SW)— Remedial Investigations and Feasibility Studies at Installatlon Restoration (IR) Site 14 Landfill, Twentynine Palms, CA Task Manager responsible for coordination of all field evaluations, surveys and sampling efforts associated with the RI/FS at the landfill facility (IR Site 14), Work Included procurement, scheduling, coordination and supervision of geophysical, professional land surveyor, drilling and soil vapor investigation field crews. U.S. Naval Facilities Engineering Command Southwest (NAVFAC SW)— Marine Corps Base Camp Pendleton, IR Site 7 Landfill, Oceanside, CA Field Technical Supervisor and Site Health and Safety Officer for on -going landfill operation and maintenance including methane concentration measurements, solar flare surveys and groundwater data acquisition, analysis and reporting. Boeing Rocketdyne Testing Facility, Chatsworth, CA Large scale perchlorate Investigation and remediation project at a rocket testing facility. Tasks included drilling oversight, excavation, waste handling, disposal oversight, and Installation of engineering controls, e.g., aqua barrier, to prevent runoff of perchlorate contaminated surface water Into neighboring ranchlands. Oversight of UXO contractors during excavation, and daily monitoring of low level radiation doses. Field work was completed ahead of schedule, with a flawless safety record. Former Drycleaner Facility, Dallas, TX Managed the Phase II Investigation portion of a project at a former dry-cleaning facility, including proposallreport preparation, sampling, and budget tracking. Also, worked on projects involving crude oil pipelines, natural gas/ gasoline pipelines, LPSTs/ ASTs, and landfill vapor surveys and investigations, Pepcon Explosion Hydrologic Characterization, Henderson, NV Key site Geologist on a multi -million -dollar hydrologic investigation. Oversaw deep (400+ft.bgs) groundwater monitoring well Installation using rotary -sonic drilling methods. Managed complex large-scale groundwater sampling analyte list, and coordinated logistics and shipping of samples with short hold times with laboratory. ELM Rathbum-Petray Mercury Mine, Lake County, CA Work Included a complex investigation Involving exploratory trenches, hard -rock drilling using air- rotary drilling method, and XRF sampling to determine onsite metals to plan repositories for mercury mine tailings under CERCLA, CA Title 14 and 27 requirements. Completed investigation without any incidents, ahead of schedule and under budget. Based on the investigation results, A was determined that a leachate collection system was necessary. This resulted in simpler designs and BLM savings of over $1 M. Service Disabled Veteran Owned Smell Business 25F-140 Erik Hauenstein, EIT Support Staff Phase I ESAs Support Staff Phase II ESAs and Remediation GIS/CAD Support Mr. Hauenstein is an environmental engineer with 4 years of experience In the environmental field including hazardous waste management, environmental compliance and Resource Conservation and Recovery Act (RCRA)/ Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) related projects Including remedial investigations (Rls) and RCRA permitting. He has been a part of multiple Environmental Condition of Property (ECP) report projects (these are the Navy's equivalent to a Phase 1 Environmental Site Assessment and done In accordance to American Society for Testing Materials International [ASTM] E1527), which have resulted In the transfer of properties from the Navy to private entities. He has also assisted in report wrillng/review and AutoCAD needs for numerous asbestos and lead survey reports for the federal government. Education 4• B.S., Environmental Engineering, University of California San Diego; San Diego, Califomia 2014 Current Professional Registrations :• Engineer in Training License 154166 (CAIEnvironmental Engineering) S• Envision"' Sustainability Professional (ENV-SP) Other Professional Qualifications Societyof American Military Engineers (SAME) Membership - Company Membership Hazardous Waste Operations and Emergency Response (HAZWOPER) 40-Hr certification (current through Oct'18) Air Resources Board (ARB) Air Quality Training Program (AQTP) (completed Dec'14) 4• American Heart Association HeartSaver First Aid CPR AED training (current through Apr'19) :• Bloodborne Pathogen (BBP) Training (completed Aug'16) •:• Occupational Safety and Health Administration (OSHA) 30-Hr General Safety Certification (completed Nov'16) General Experience Aug 2015- Present Environmental Engineer Level 1 Working on projects that support the federal government's environmental compliance efforts, typically with the Navy. Specific project work includes: ECP (Navy's version of a Phase 1) project work and reporting, soil sampling at a contaminated site In support of a remedial investigation (RI), RCRA permit updating, updating a hazardous waste management plan (HWMP) for a major base in San Diego County, updating a contaminated soil management plan (CSMP), stormwater compliance reporting and sampling, updating a Solid Waste Management Plan (SWMP) and conducting a Solid Waste Generation Study (SWGS), and ensuring the implementation of a Spill Prevention, Control, and Countermeasure (SPCC) plan for a major base in San Diego County. Oct 2014 - May 2015 Environmental Engineer 1 Coordinated and participated in the development, administration, and implementation of environmental programs related to hazardous waste. Inspected and reviewed Company sites to ensure compliance with hazardous material requirements, including hazardous waste storage and accumulation areas and outdoor operations (storm water compliance), Overseeing and coordinating activities of Company hazardous waste disposal contractor for timely removal and disposal of waste from Company sites. Project Related Experience ECP for Navy Owned Parcel near Camarillo Airport Mr. Hauenstein assisted in the file review process in accordance with ASTM E1527 to gather potential environmental concerns and the reporting aspect of this project. The Project site encompassed Navy owned 5-acre former housing parcel dating to World War 2 (WWII) in Camarillo, California, Service Disabled Veteran Owned Small Business 25F-141 ll LKMEA. ECP for Defense Fuel Support Point (DFSP) San Pedro Mr. Hauenstein assisted in the planning stage, file review process (done In accordance with ASTM El527), and reporting part of the project. The project site included over 300-acres of Navy owned property with dozens of current and former large fuel tanks as well as 20 miles of below ground offsite pipeline. Assisted in detailed assessor parcel map review, which uncovered additional site area considered Navy owned property to north of the facility boundary. Uncovered details from local Port of Los Angeles documentation of historical pipeline that had been abandoned and forgotten In years prior, which could help the Navy manage additional owned property. Developed an innovative phone and IPad application known as a DoForm to streamline site walk and observations during site visit and easily store collected data digitally within the app, also allowing for quick and simple print-outs of field data. Over 100 individual form entries Including site observations and Interview forms with site personnel and adjacent property owners. Walked over most of the 20- mile pipeline extent to observe site conditions and potential Issues with property transfer coming from offsite properties and categorized additional concerns In report. ECP for Naval Industrial Reserve Ordnance Plant (NIROP) Sunnyvale Mr. Hauensteln Is assisting in the planning stage, file review process (done in accordance with ASTM E1527), and reporting part of the project. The project site covers over 40-acre of former Department of Defense (DoD) industrial facility in Sunnyvale, California dating to the 1950s. Conducted a site visit consisting of walking through over 10 buildings and structures onsite with dozens of laboratories and hazardous materials usage and hazardous waste storage locations observed. ECP for Marine Corps Base (MCB) Camp Pendleton Stuart Mesa East Agricultural Field (SMEAF) Mr. Hauensteln assisted In the planning stage, file review process (done in accordance with ASTM E1527), and reporting part of the project. ECP covered over 200-acre of vacant land formerly used for agriculture and now Navy -owned. ECP for Naval Base Ventura County (NBVC) Housing Areas - ECP Checklist Mr, Hauensteln assisted in the planning stage, file review process (done in accordance with ASTM El527), and reporting part of the project. ECP covered multiple houses the Navy sought to transfer to a private entity. Historical ECP reports had failed to transfer the property, requiring additional detail and considerations while performing fieldwork. Work culminated in an ECP checklist to summarize findings in condensed formatto avoid redundancy with older ECPs. The Navy has since successfully transferred the property as Intended. RCRA Part B Permit Update for Naval Base San Diego (NBSD) This work Involved updating the permit application for Treatment Storage and Disposal Facilities (TSDFs) regulated under California Code of Regulations (CCR) Title 22, Division 4.5, Chapter 20, The Hazardous Waste Permit Program. Planned for and then conducted site walkthrough and review of hazardous materials plus waste management activities. Interviewed client as well as site operator to identify desired changes to current permit, then researched the requirements of adding additional items to the permit application (e.g. compressed gas cylinder storage cages). Interfaced with the Navy and the California Department of Toxic Substances Control (DTSC) to ensure all requirements of the permitting process were met. Identified deficiencies with previous Part B permit application and provided added value by recreating figures. Updated throughput information in the permit application by reviewing hazardous waste manifest data. RCRA Part B Permit Update for Naval Air Station North Island This work Involves updating the permit application for Treatment Storage and Disposal Facilities (TSDFs) regulated under California Code of Regulations (CCR) Title 22, Division 4.5, Chapter 20, The Hazardous Waste Permit Program. Planned for and then conducted site walkthrough and review of hazardous materials plus waste management activities. Interviewed client as well as site operator to Identify desired changes to current permit, then researched the requirements of adding additional items to the permit application (e.g. compressed gas cylinder storage cages). Interfacing with the Navy and the California Department of Toxic Substances Control (DTSC) to ensure all requirements of the permitting process were met. Identifying deficiencies with previous Part B permit application and provided added value by recreating figures. Updating throughput information in the permit application by reviewing hazardous waste manifest data. Emergency Planning and Community Right -to -Know Act (EPCRA) Emergency Planning and Community tight -to -Know Act (EPCRA) 312 reporting requirement is fulfilled by this work. Visited Navyfacilities throughout San Diego County to interview site personnel and document existing hazardous material and waste volumes on hand to update California Environmental Reporting System (CERS) database for the respective base and location. Munitions Response Sites (MRS)1 and 5 RI Service Disabled Veteran Owned Small Business 25F-142 ll LMEA, Worked with a team to conduct soil sampling using the Incremental Sampling Methodology (ISM) to assist In characterizing nature and extent of lead contamination on former firing range and grenade practice range dating back to WWII. Facilities Response Center Southwest (FRCSW) Underground Storage Tank (UST) closure project Performed fieldwork involving hydrostatic testing of USTs on Naval Air Station North Island (NASNI) to see if leaking was likely to have occurred. Coordinated fieldwork for pipeline closed-circuit television (CCTV) inspection done by subcontractor. Obtained quotes for drilling work associated with soil sampling onsite in effort to close two USTs in accordance with San Diego Department of Environment Health (DEH) requirements. Assisting in creating a Sample Analysis Plan (SAP) to cover drilling and soil sampling activities. Marine Corps Recruit Depot (MCRD) San Diego Lead Pipe Survey Organizing fieldwork activities with field technicians to investigate pipelines for lead. Coordinating with potholing subcontractor for field activities. Monitoring budget and setting up purchase orders. Lead pipe inventory required creation of excel spreadsheet documenting all fieldwork comments and discoveries Asbestos Project Drawing Work for mutvple Federal Government Facilities Edited dozens of figures In AutoCAD to show location of asbestos sampling and samples that came back positive for asbestos. Provided square footage Information to project manager for lab -result confirmed asbestos containing material (ACM) for the report. Department of Veterans Affairs (VA) Building San Diego 4th and 3rd Floor, West Wing Lead and ACM sampling and reporting Assisted in AutoCAD drawings and report quality control (QC) review. General Services Administration (GSA) Lead and ACM sampling Assisted in AutoCAD drawings and report QC review. Joint Base San Antonio (JBSA) Randolph ACM survey Assisted in AutoCAD drawings and report QC review. Service Disabled Veteran Owned Small Business 25F-143 Peter Ghiulamila EIT Support Staff Phase I ESAs Mr. Ghiulamila is an environmental engineer with over 5 years' experience working on a variety of projects Including Phase I and II Environmental Site Assessments. He has performed multiple Phase I and II site inspections and reports In San Diego and Orange County. Mr. Ghiulamila has a fundamental understanding of Environmental, Health and Safety Compliance and a keen attention to detail. He has consulted with multiple municipalities and agencies Including the County of Orange, Mesa Consolidated Water District, and the City of Huntington Beach. Education •A Bachelors of Science in Environmental Resources Engineering, Humboldt State University, CA ➢ Emphasis on Surface Hydrology and Numerical Modeling of Environmental Systems 2010 Current Professional Registrations California Certified Engineer -In -Training; CA-EIT Certification #135769, 2009 c• Qualified Industdal Stormwater Professional (QISP), 2018 S• 40 Hour OSHA HAZWOPER Training, Present Oe First Aid / CPR Unification, Present Publications Nez Farce Soil and Water Conservation District Well Monitoring Report, 2015. t• Influence of Fish Passage Retrofits on Culvert Hydraulic Capacity, 2009. General Experience March 2017 - Present Environmental Engineer Stormwater Management Site Lead for a contracted federal compliance project. Providing ongoing support to multiple Stormwater Compliance projects throughout Southern California. Responsible for stormwater Inspections, sampling, and reporting for a large military base near Oceanside, CA. Assisted with project proposals and sub -contractor quotes. Gauged approximately 100 groundwater monitoring wells and sampled multiple extraction wells. Assisted in maintaining landfill flares and monitoring sub -surface methane concentrations. 2015-2016 Assistant Director of Maintenance Services/Stormwater Consultant Accountable forenvironmental compliance, hazardous waste management, and employee oversightof the maintenance department and field operations. Managed and performed stormwater inspections and maintenance of municipal and residential stormwater infrastructure throughout Southern Califomia. Assisted in the design phase of underground treatment vaults to ensure dimensions are adequate for maintenance and egress. 2014-2D15 Restoration Project Assistant Supported project planning and implementation for salmon habitat restoration on tributaries of the Clearwater River. Select tasks Include: • Authored groundwater monitoring report for regions of Nez Farce, Latah, and Whitman Counties to investigate impacts of crop and rangeland management techniques upon the groundwater quality. • Inspected and reported on culvert maintenance issues for rural and urban tributaries. • Installed and maintained remote weather stations on tributaries of the Clearwater River. Responsible for data acquisition and analyses. • Assisted with flood plain analysis using HEC-RAS to Investigate channel modification effects on sensitive biological habitat. • Supervised a field crew of 12 contracted laborers working on a riparian restoration projects. Responsible for ensuring deadlines are met and BMPs are adhered to. 25F-144 ll KMEA 2012-2014 Consulting Technician Specialized in stormwater management and EH&S compliance for industrial facilities. Fostered efficient regulatory research skills and maintained an excellent record of client satisfaction. Select tasks include; • Performed field inspections for multiple Phase I Environmental Site Assessments (ESA), assisted with drill plan and oversaw drill contractors for a Phase II ESA and authored multiple Phase I and II reports. • Stormwater inspector and document author for various construction stormwater projects. • Onsite EH&S supervisor and Hazardous Materials Manager at an electro-plating facility. Responsible for GHS HazCom training, performing clean room and electro-plating safety Inspections, and implementing the revised employee safety program and Incident reporting system. • Supported multiple SWPPP's; submitted SWAR's, prepared stcnnwatersamples, implemented BMPs and employee training. • Prepared and submitted multiple Spill Prevention Control and Countermeasure (SPCC) Plans and Hazardous Material Business Plans (HMBP). Publications Nez Peme Soil and Water Conservation District Well Monitoring Report, 2015. Influence of Fish Passage Retrofits on Culvert Hydraulic Capacity, 2009. 25F-145 Rose Rutherford, EIT GIS/CAD Support Rose Rutherford Is an Environmental Staff Engineer with 2 years of professional experience in the water resources and environmental engineering field, including writing Storm Water Pollution Prevention Plans and Urban Water Management Plans; performing calculations of storm water runoff for reports on Areas of Biological Significance (ASBS); and performing field work such as storm water and wastewater sampling, well gauging and sampling, and environmental compliance Inspections. She also has experience analyzing and interpreting GIS data for environmental and water resource projects and effectively mapping the data in both ArcGIS and AutoCAD to produce final drawings for her clients. Education E• B.S., Civil Engineering with a minor in Watershed Science, University of California, Davis 2013. M.S., Civil (Environmental) Engineering, University of Minnesota, Twin Cities 2016. Engineer -In -Training, California, EIT 148063, Received:1/2013 E Qualified Industrial Stormwater Practitioner, QISP 00737, Received: 8/2017 fi Envision Sustainability Professional, ENV SP, Received: 9/2017 40 HR HAZWOPER, renewed 5/2016 General Experience April2017—Present Environmental Staff Engineer • Writing and performing calculations for Storm Water Pollution Prevention Plans (SWPPPs); Storm Water Conveyance System Cross Connection Reports; Preventative Maintenance Plans (for Storm Drainage Systems); Area of Special Biological Significance (ASKS) reports; and Radon Management Plans for U.S. Navy bases in the southwest region. • Performing field work, including storm water sampling; well gauging and sampling; industrial wastewater and steam condensate sampling; monthly Inspections on the effectiveness of Best Management Practice (BMP) Implementation at industrial sites, and catch basin and storm water drainage system inspections. • Using AutoCAD and ArcGIS to produce storm water conveyance system drawings and map radon data. June 2016 —April 2017 Assistant Staff Engineer • Writing and performing calculations for Urban Water Management Plans and Water Master Plans. • Interpreting riparian, appropriative, and groundwater water rights for clients. • Using AutoCAD and ArcGIS to produce right-of-way drawings and maps for clients. August 2014 — June 2016: Graduate Research Assistant • Developing a webslte providing compiled data on the fate, occurrence, and removal of Contaminants of Emerging Concern (CECs) in wastewater to wastewater professionals and academics. • Collaborating with a group of academic researchers and wastewater professionals to provide the Minnesota legislature with a report on how to improve wastewater treatment over the next couple of decades in the State of Minnesota. • January 2013 — August 2013: Water Quality Analyst Student Intern (City of Vacaville, CA) • Performed water quality analyses on wastewater, surface water, and groundwater samples in a water quality testing lab, including analyses such as: 1) Alkalinity, 2) Multiple -Tube Coliform, 3) Chlorine Residual, 4) Total Suspended Solids, 5) Microorganism Count, 6) Turbidity, and 7) Biochemical Oxygen Demand (BOD). • Assessed and organized water quality data. July 2012: Civil Engineering Student Intern • Located the citys old corrugated metal storm water pipes using GIB maps and original engineering drawings. Service Disabled Veteran Owned Small Business 25F-146 Project Related Experience Rose Rutherford has done many projects working with ArcGIS and AutoCAD. Radon Management Plans (Marine Corps installations) Rose Rutherford is currently utilizing ArcGIS data provided by the clients to assess and plan a five-year radon testing plan for three Marine Corps bases. She is building maps that show which installation buildings have been tested and when each building should be tested over the next five years depending on the building type. She has also extracted ArcGIS data from the shapefiles to create tables showing all the buildings that exist on these bases. Land Use Control Review Report (Marine Corps Installation) Rose Rutherford built two majorfigures for the Land Use Control Review Report fora Marine Corps Installation. These drawings Involved working with GIS data to create a standard drawing template; provide an overview Image of the location of the installation; and map and label certain areas in the GIS data using quick techniques In ArcGIS Pro. Preventative Maintenance Plan for Storm Drainage System (Marine Corps Installation) Rose Rutherford took field data gathered at the installation to produce detailed AutoCAD drawings showing the Installation's storm drainage system, including manholes, catch basins, Inlets, outfalls, and retention basins. Creating Water Rights and Right of Way Maps for Legal Suits (Indian Reservations) Rose Rutherford read through legal papers describing land boundaries pertaining to groundwater rights to produce an AACAD drawing showing where the Indian Reservations and their neighbors could pump groundwater. This helped determine 9 the Reservations' neighbors were wrongfully pumping groundwater from designated Indian Reservation land. Rose Rutherford also drew and mapped the exact coordinates of a canal crossing multiple entities' land to clarify the boundary of the city and federal government's canal right-of-way on Indian Reservation land. Service Disabled Veteran Owned Small Business 25F-147 KellyKwok,Kwok, EIT GISlCAD Support Ms. Kwok is an environmental engineer with 3 years of experience in air quality, water resources, and stormwater compliance, She offers support on Phase II Environmental Site Assessments including collection of groundwater samples from project sites, well redevelopment, and coordination with federal government representatives to effectively communicate with stakeholders during assessments. Education B.S. Environmental Engineering, University of California, San Diego, 2016 Current Professional Registrations Engineering in Training #159867 Other Professional Qualifications Young Member in Society of American Military Engineers (SAME) 4• 40-Hr HAZWOPER t• CRPlFIrstAid General Experience 2017— Present Staff Environmental Engineer • Organize subcontractor procurement for groundwater monitoring projects, specifically ones relating to volatile organic compounds (VOCs) and per- and polyfluoroalkyl substances (PFAS) to comply with the Resource Conservation Recovery Act (RCR4) and Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) • Lead field teams to survey over 150 monitoring wells to test for pollutants found in groundwater • Write reports • Write summary reports discussing field results and provide recommendations to client • Provide AutoCAD and ArcGIS support for stormwater compliance, asbestos surveys, and RCRA Part B permit renewal 2014-2016 Engineering[GrantsStudent Worker • Organized and updated an online database for Title V and district permits • Assisted in engineering inspections of marine coating operations, vapor recovery operations, and generators to ensure compliance with the district's air regulations • Conducted landfill mass calculations using ArcGIS and Google Earth to determine regulatory applicability • Restructured a MS Access database and created queries and forms to simplify the Carl Moyer Program and the Goods Movement Emission Reduction Program implementation 2015 Environmental Engineering Intern • Management of California Air Resources Board's Refrigerant Management Program • Organized Title V permit items and assigned equipment to different manufacturing managers to be held accountable Project Related Experience Stormwaterllndustrial Wastewater Monitoring As part of the stormwater project, Ms. Kwok is also currently the field lead in monitoring industrial wastewater at Marine Corps Air Station Miramar. Herduties include collecting samples six times a year to test for total suspended solids (TSS), chemical oxygen demand (COD), oil, and grease. She has also collected stormwater samples from Naval Base Ventura County and Naval Base San Diego during storm events. Service Disabled Veteran Owned Small Business 25F-148 is LKMEA. Emergency Planning and Community Right -to -Know Act Ms, Kwok is responsible for coordinating and completing the field efforts for Naval Base Coronado, Naval Air Station, Lemoore, Naval Base Ventura. This includes coordination with Navy client and individual base contacts, consolidating chemical Inventories from facilities, and inputting data on the California Environmental Reporting System (CERS). Resource Conservatory Recovery Act (RCRA) Part B Permit Renewal As part of the RCRA Part B Permit Renewal for Naval Air Station, North Island, Ms. Kwok is responsible for updating out-of-date figures of the hazardous waste facility. Asbestos and Lead Surveys Ms, Kwok was responsible for producing reports and AutoCAD figures showing results of asbestos and lead surveys. These sites Include Naval Air Station, Kingsville, Naval Air Station, Corpus Christi, Naval Support Facility, Beaufort, Veterans Affair Health System, San Diego, and Marine Corps Air Station, Camp Pendleton. ISCO Injections Ms. Kwok was the Construction Quality Manager on the Job site. Two former gas stations at former Naval Air Station, Alameda had to undergo bioremediation to treat hydrocarbons, Daily construction quality reports that kept track of quality, progress and anomalies were produced and sent to the client. Groundwater Monitoring Field lead for several Installations at former Marine Corps Air Station, Tustin that included testing of groundwater for volatile organic compounds (VOCs) and per- and polyguoroalkyl substances (PFAS). A presentation was also creating for the local restoration advisory board (RAB) meeting, notifying residents of potential PFAS contamination in certain areas. Refrigerant Management Program (RMP) Ms. Kwok was responsible for monitoring compliance with California Air Resources Board's Refrigerant Management Program for the company's manufactudng and R&D facilities. She trained equipment technicians on compliance software to log their usage every time refrigerant was added or removed from chiller systems. Service Disabled Veteran Owned Small Business 25F-149 i Sarah Taber, ENV-SP Support Staff Phase II ESAs and Remediation Sarah Taber is a project environmental englneerwith over 14 years of experience with environmental projects, environmental compliance, and project management. She consults on environmental compliance, develops and evaluates alternatives for environmental and industrial feasibility studies, designs and operates soil and groundwater remediation systems, assesses waste streams, and provides engineering solutions. Ms. Taber has conducted several Environmental Phase I and Phase II Site Assessments for various companies and federal agencies in several states. Education •b B.S., Chemical Engineering, University of Dayton, Dayton, Ohio 2003. Current Professional Registrations e Engineer in Training (EIT), Ohio, 2007 General Experience 2017 — Present Environmental Project Engineer • Environmental Engineer for the Other Environmental Liabilities (OEL) Program for Naval Facilities Engineering Command (NAVFAC). This Includes preparing accounting cost estimates of the unique environmental costs required to decommission or dispose of certain Navy and Marine Corps assets at the end of their useful life. Some of these estimated costs include costs for remediation at active Navy or Marine Corps facilities. These estimates require annual site visits and cost estimating activities, and internal controls to support program auditability. • Reviewed EPCRA TRI Reports forvarious Naval installations. • Prepared various Work Plans and Health and Safety Plans for Navy projects Involving asbestos surveys and DEL site visits. • Prepared a Remedial Investigation/Focused Feasibility Study for a Naval installation. • Provided support on various remedial investigation reports for various Naval installations. 2005-2016 Environmental Project Engineer • Acted as engineering task manager/project engineer for various remediation design projects for commercial clients in Ohio, Indiana, and West Virginia. • Designed, implemented and managed AS/BS systems, AS/SVE system pilot studies, ISCO pilot studies and full-scale remedlation systems, ISCR-ERD remediation projects, and dig and haul remediatlon projects. • Acted as project manager for a CERCLA groundwater, surface water, and sediment investigation project In Indiana. • Acted as a Field Team Leader, Quality Manager, and Site Safety Coordinator for various commercial and federal remediation projects and soil/groundwater investigation projects. • Performed several Environmental Phase I Site Assessments in Ohio, Michigan, New Jersey, Pennsylvania, New York, Connecticut, Maryland, Delaware, Texas, Maine, and Tennessee per ASTM guidelines. • Prepared several Remedial Investigation Reports, Remedial Action Work Plans, and Engineering Evaluation/Cost Analysis (EEICA) reports for federal and Industrial sites In Ohio, Indiana, New Jersey, Delaware and Virginia, • Created several Storm Water Pollution Prevention Plans for various industrial clients in Pennsylvania and Ohio. 2003-2004 Chemical Engineer • Developed Groundwater Management Plan for the NJ Transit In Bayhead, NJ. • Developed process control measures for the implementation of product recovery, • Prepared Preliminary Assessments, Remedial Investigation Reports, and Remedial Action Work Plans for Industrial sites • Conducted soil delineation investigations and collected groundwater samples • Conducted Phase I and Transaction Screen Assessments Service Disabled Veteran Owned Small Business 25F-150 _P_roiect Related Experience Ms. Taber Is currently an Environmental Project Engineer. Ms. Taber provides support for compliance Issues at US Naval facilities. Primary tasks include field surveys, data evaluation, and cost estimating. In addition, Ms. Taber works with clients for RCRA, SARA, and SPCC compliance. OEL 2017 Sustainablllty Effort Ms, Taber was responsible for organizing and completing the field efforts for four installations. Tasks include review of annual taskers, establishing a building list for site visit, completing database review and record correction as required, and development and revision of OEL cost estimates. Remediation and Investigation Project Engineer for Fiberglass Manufacturer— Southeast Ohio Worked as the lead project engineer onsite for various remedial design and implementation tasks. Acted as the lead project engineer for an air spargelbiosparge (AS/BS) expansion, and this also included oversight of the remediation construction. Acted as the lead project engineer for the operations and maintenance (0&M) of the installed AS/BS system, Acted as the lead project engineer for the design and implementation of in -situ chemical oxidation (ISCO) using sodium hydroxide and sodium permanganate. Acted as the task manager for the design and implementation of in -situ chemical reduction (ISCR) with enhancing reductive dichlodnation (ERD) using zero-valent iron. Evaluated data collected during and after each remedial alternative was implemented. Griggs Reservoir Remediation Engineer— Columbus, Ohio Designed the removal of potential mercury -contamination in soil and creating the specifications per Ohio DOT guidelines. Upon acceptance of the design, acted as the project engineer oversight of the construction crew. Ensured the design was completed per the specifications and drawings. The area was restored with no ecological or human health risks and is currently used as a portion of a city park. Confidential Industrial Client — Southwest Indiana Conducted the groundwater, sediment, soil, and surface water sampling annually per a Record of Decision (ROD) agreement with client and USEPA. Acted as a project engineer and helped In the design of the removal of lead -contamination in soil. Also, acted as the engineer oversight forthe soil removal. The soil was treated prior to removal so that it could be removed and disposed of as non -hazardous waste. The site was then restored for use by a commercial property owner. In 2016, took over as the project manager for the annual sampling per the ROD. Confidential Industrial Client— West Virginia Worked on three different tasks in the large plant as a project engineerfor the design of pilot AS/soil vapor extraction (SVE) systems that eventually led to the design of more full-scale AS/SVE systems, Worked along with other lead project engineers for the design of the AS/SVE systems. Along with the AS/SVE, these tasks included injecting a surfactant into the groundwater for anaerobic bloremedtation. Evaluated data collected during and after each remedial alternative was implemented. As a separate task, acted as a lead waste specialist by tracking the hazardous and non -hazardous waste accumulated weekly through the various remedial and investigation activities. New Jersey DEP and Army Corps of Engineers — Raritan, New Jersey Lead engineer forseveral different Remedial Investigation Reports for the New Jersey DEP and the Army Corps of Engineers. The areas under evaluation were along the Raritan River in New Jersey, and were contaminated in soil, groundwater, surface water, and sediment from historical ammunitions used in World War I and ll. These reports Include discussions of the history, an evaluation of data and risks, and conclusions for remedial alternatives, Smith City Park and Air Field — Middletown, Ohio Collected groundwater samples on a quarterly basis for a city park and air field in Middletown, Ohio. Evaluated the data each quarter and provided reports to the City and Ohio EPA. Acted as task manager for the quarterly sampling and ensured the work was conducted safely with quality results. Service Disabled Veteran Owned Small Business 25F-151 John Hochgurtel, CIH, CHMM, CAC Support Staff Hazardous Materials Surveys Mr. Hochgurtel is an industrial hygienist with 30 years of experience In managing asbestos, lead and regulated material projects that involve building renovation and demolition. He has conducted pre -demolition surveys for asbestos, lead, PCBs, mercury, cadmium, hexavalent chromium, Freon and other incidental hazardous materials, He has also prepared abatement design documents including specifications and marked -up drawings for the removal and disposal of asbestos, lead, PCBs, mercury, cadmium, hexavalent chromium, Freon and other hazardous materials. He has prepared numerous Rule 1403 asbestos Procedure 5 plans for the South Coast Air Quality Management and has provided Industrial hygiene surveillance and air monitoring on several Procedure 5 clean-up projects as well as many other asbestos and lead abatement projects. He has a proven track record of providing outstanding client service and has received numerous commendation letters. John also has extensive experience in working with federal and state regulators involving protection of worker health and safety and the environment. John has working knowledge of OSHA, CaVOSHA, EPA, Cal/EPA, RCRA, CERCLA, SARA, LUST, TSCA, AHERA, CWA, CAA, NCP, DTSC, CDPH, ARB, SCAQMD and Prop 65 regulations and requirements. Education BA Applied Ecology, University of California, Irvine 1988 Current Professional Registrations •'r Certified Industrial Hygienist (CIH), #CP 7922 Certified Hazardous Materials Manager (CHMM), #10334 California Certified Asbestos Consultant (CAC), #92-0573 CDPH Lead -related Construction Inspector/Risk Assessor, Project Designer, Project Monitor #10867 Other Professional Qualifications ie 40-Hour Hazardous Materals Handling and Response, OSHA 1910.120 6 30-hour OSHA General Industry Training A OSHA 10-Hour Construction Industry Laser Safety Officer Training Confined Space Supervisor Training Fall Protection Competent Person and Authorized User Training Scaffold Safety Training NIOSH 582, Sampling and Evaluating Airborne Asbestos Dust Environmental Compliance Audits and Site Assessments AHERA, Project Designer, Management Planner, Inspector and Competent Person Lead Inspector/Risk Assessor, Project Designer and Project Monitor Advanced Microbial Sampling and Analysis Niton XRF training Comprehensive Review of Industrial Hygiene 4• Continuous Quality Improvement Training Certified Mold Remediatlon General Experience February 2017— Present Asbestos Program Consultant Primarily responsible for guiding asbestos and lead program management practices. Developed written guidance documents aimed at protecting workers, occupants and visitors from risks associated with asbestos - containing materials and lead containing coatings; Provided health risk assessments, reviewed industrial hygiene consultant work products, partnered with other Industrial hygienists and developed information to assist building mangers in communicating asbestos and lead hazards to affected persons; Service Disabled Veteran Owned Small Business 25F-152 RKMEA mrmaao Review retained asbestos and lead contracted services including surveys, abatement work plans and abatement monitoring; Provide Industrial hygiene expertise on other matters that arise Including mold, indoor air quality, noise, and biological hazards. January 2005 - January 2017 Principal Safety Professional, Industrial Hygiene Provided subject matter expertise in anticipating, recognizing, evaluating, preventing and controlling chemical, physical, and biological health stressors. Lead and managed industrial hygiene (IH) program development and sustainment Including, but not limited to hazard communication, respiratory protection, bloodbome pathogens, asbestos, lead, lasers, ionizing and non -Ionizing radiation, heat illness prevention, hearing conservation and venfilatlon. Participated in construction project scope design reviews Managed all asbestos consultants retained to conduct project -related asbestos and lead surveys 1994-2004 Industrial Hygiene Program Manager Responsible for managing all IH projects In western region, client satisfaction, scheduling, staff development, report and proposal preparation, QA/QC, P&L, budget and Invoice tracking and, production and financial forecasting. Served as Program Manager/Project Manager for governmental IDQ and/or large A/E environmental contracts for services including regulated hazardous material/contaminated site remediation surveys and designs (asbestos, lead, PCBs, mercury, radioactive materials, etc.), hazardous air pollutant emission Inventories, UST removal and replacement design, Indoor environmental quality investigations, mold remediation, environmental site assessments and audits, health and safety plan development and training, and exposure assessment and monitoring. Enjoyed excellent rapport with clients -- received numerous client commendation letters. 1991-1994 Industrial Hygiene Division Manager. Responsible for managing all IH projects conducted in Certified Engineering's southern California office. Received client and management commendation for management of a 1%a-yearlong, sensitive, high -visibility asbestos and regulated material abatement project of multi -story medical building. 1990-1991 industrial Hygienist Responsible for conducting asbestos surveys, environmental site assessments, developing H&S plans as well as conducting related on -site training, monitoring, and ensuring participant compliance. 1988 — 1990 Field Project Coordinator and Manager Responsible for conducting hazardous material surveys, hazardous material remediation surveillance, training, environmental site assessments, and hazardous material testing and characterization. 1986 —1988 Lake Blologist Responsible for water quality testing relative to public health and safety, and evaluating various limnological parameters including visibility, conductivity, dissolved gas and chemical content, pollution assessments, species diversity, thermocline analysis, meteorology and sedimentation rates. Project Related Experience Mr. Hochgurtel currently serves as an Asbestos Program Consultant providing subject matter expertise. He has substantial past experience with renovation and demolition projects that Involve the identification and removal of asbestos, lead and other regulated materials. IDIQ Contract GSA Region Ix Project manager for Industrial hygiene services for projects Involving asbestos, lead, PCBs, mercury and other hazardous materials, Projects included pre -renovation asbestos and hazardous material assessments, abatement design and abatement monitoring services during construction. Project locations included US Courthouse — Los Angeles, US Courthouse/Federal Building San Diego, US Courthouse — Pasadena, Naco Port of Entry (AZ), Tecate Point of Entry, Calexico Border Station,11000 Wilshire Federal Building, San Service Disabled Veteran Owned Small Business 25F-153 131KMEA Francisco US Court of Appeals, Los Angeles Federal Building, Van Nuys Federal Building, Laguna Niguel Federal Building and Terminal Island US Customs Building. Indefinite Quantity Contract, US Postal Service, Santa Ana Region, CA Project manager for Region Wide Asbestos, Lead and Indoor Air Quality Professional Services. Provided asbestos and lead pre - renovation surveys, abatement design and abatement monitoring services. California State University Northridge, Northridge, CA Project manager for post -earthquake pre -demolition asbestos, lead, mercury, PCBs and hazardous materials consulting services. Work included pre -demolition surveys, abatement design and abatement monitoring services. SW Division, NAVFACENGCOM, MCB Camp Pendleton, Camp Pendleton, CA Project manager for asbestos survey of approximately 500 base structures. Work Included records review, ACM survey and report preparation. Open End Term Contract, Los Angeles Unified School District, CA Project manager for Bond BB School Repair Program, District Wide Asbestos and Lead Professional Services Including asbestos surveys and abatement monitoring services. Santa Monica -Malibu Unified School District Project manager for several projects Involving asbestos and lead surveys, abatement design and industrial hygiene surveillance and air monitoring services. SW Division, NAVFACENGCOM, MCAS Tustin Project manager for Lead -based Paint Survey, MCAS Tustin. Scope included XRF testing in accordance with HUD Guidelines and completing an assessment report. California State University, Office of the Chancellor Project manager for asbestos, lead and hazardous material professional services at various campuses. Projects include pre -renovation asbestos surveys, abatement designs and abatement monitoring work for projects at CSU Long Beach, Hayward, Northridge and the Chancellor's Office. Indefinite Quantity Contract, Division of the State Architect, CA Project manager for state-wide asbestos, lead and hazardous material professional services. Responsible for management of all project assessment and abatement design work and deliverables for the projects at the following locations; San Diego DMV, Chula Vista DMV, Fred C. Nelles School, Los Alamitos AFRB, Marysville Employment Development Office and Norwalk Metropolitan State Hospital. Department of Veteran Affairs, Various Projects, CA Project manager for asbestos, lead and hazardous material professional services. Responsible for management of pre -renovation and demolition surveys, abatement design and abatement surveillance and air monitoring for VAMC Long Beach, West Los Angeles and Martinez, CA. Hazardous Material Survey, Automotive Vehicle Maintenance Facility, Naval Construction Battalion Center, Port Hueneme, CA Project manager for asbestos, lead, mercury, PCB and Freon Survey pre -renovation survey and report, Carson Mall, Demollfton Project manager for asbestos remediation at the site that required preparation of South Coast Air Quality Management District Rule 1403 Procedure 5. Also provided abatement surveillance and air monitoring. San Jose Hotel Service Disabled Veteran Owned Small Business 25F-154 INKMEA) Project manager for pre -renovation asbestos survey at a designated historical hotel that required limited destructive sampling to preserve its historic Integrity. Allied Signal, Los Angeles Provided comprehensive asbestos survey for 2.1 million square foot facility as well as abatement design and Industrial hygiene surveillance and air monitoring during abetment. Santa Barbara YMCA Provided an AHERA-based survey forthe entire YMCAfacility. Service Disabled Veteran Owned Small Business 25F-155 Roger Mathes, CAC Support Staff Hazardous Materials Surveys Mr. Mathes has over 26 years of experience with environmental projects. He has been trained by several established environmental consulting firms in the Californla region involving writing asbestos specifications, creating construction documents, collating information for approximately 100 Phase-[ Environmental Site Assessments from California to Florida, monitoring asbestos abatement projects for private and governmental agencies - VA Medical Center in Long Beach, Edwards Air Force Base, Federal Aviation Administration and perfonning Lead- Based Paint surveys forthe L.A. Housing Department and Unified School District. Currently working for the FAA EOSH Department as Sr. EOSH Analyst covering Southern California Education 4- BAIn Psychology and Sociology —Double Major —Missouri University Current Professional Registrations California Asbestos Consultant # 92-0575, California Registered Environmental Consultant (REA # 04708) State Certified Lead -Based Paint Inspector /Assessor# 1416, AHERA Asbestos Abatement Contractor/Supervlsor Certification, AHERA Building Inspector, Management Planner, AHERA Project Designer, Dept. of Labor 29 CFR 1910.120 Hazardous Waste Operations # HWR 40366 and NIOSH 582 Asbestos Air/Dust Analyst. Additionally, have been trained as a SCITEC XRF Operator #5206 on a MAPA Spectrum Analyzer needed to conduct Lead -Based Paint surveys. Recently earned Underground Storage Tank Designated Operator and EMS 1etAid/CPR/AED instructor certifications. General Experience Supervision: Have gained valuable knowledge and field experience working for Pickering, Certified Engineering & Testing, U.S. Testing, CT&E, JMR Environmental, GeoTek, JT3/CH2MHILL, Bureau Veritas and Allied Industries over the past 23 years. In the interim, have supervised both small and large scale asbestos abatement projects and dealt with numerous asbestos abatement contractors and survey work crews in Washington State, California and Florida, Additionally have experience acting as Operations Manager scheduling projects, formulizing bids, composing specifications, writing Accident Prevention Programs, creating Health and Safety Programs and completing final survey reports for determining Operations and Maintenance operations. Expertise: Conducting Phase I Environmental Site Assessments Nationwide. Completing Asbestos Surveys and writing specific reports. Managing and monitoring asbestos abatement projects and conducting Lead -Based Paint surveys. Additionally have four years experience using CADD Release 2005 drafting software and Microsoft Word Processing 6.0 applications. Historically have conducted Environmental Health and Safety training sessions for contractors and maintenance personnel for both civilian and military base locations. Additionally have two years experience in the Environmental Occupations Safety and Health Division within the FAA Western Service Area District. Have been Involved with writing Phase I ESAs and Asbestos Surveys for Wells Fargo, Home Savings of America, Western Financial Savings & Loan, Savings of America, Resolution Trust Corporation (RTC), Los Angeles Airport and local financial groups in California. Previously held a Secret Security Clearance out at Edwards Air Force Base while working for JT31CH2MHILL as a Project Consultant in their Toxic Program dealing with asbestos and lead surveys of base housing. Additionally have experience working with the Navy NAVFAC Engineering Department conducing lead -based paint inspections and assessments and conducting environmental audits for FEMA In Mississippi. Service Disabled Veteran Owned Small Business 25F-156 K John Mitchell, CAC, CLP Support Staff Hazardous Materials Surveys Mr. Mitchell has over 20 years of experlence in the environmental and consulting fields. He has successfully managed a wide range of projects involving asbestos, lead based paint, indoor air quality, mold, site demolition and hazardous materials assessment. He has performed proposal and report preparation, attendance of at job walks, correspondence with clients and oversight of field personnel, His responsibilities include management of large and small-scale projects. Perform asbestos and lead based paint inspections atschools, commercial, residential and militaryproperties. Monitoring of asbestos, lead and mold abatement projects, with daily field documentation and ensured compliance with environmental, safety and health rules and regulations; supervised and trained field technicians on work practices. He has conducted monitoring for silica crystalline, dust, heavy metals, water sampling for chemical and biological hazards and VOC's. Education 1993 Certified California Site Surveillance Technician 1997 Certified California Asbestos Consultant C• 1999 DHS Certified Lead Project Monitor •:• 2000 DHS Certified Lead Inspector/Assessor Current Professional Registrations Certified California Asbestos Consultant, Number 97-2289 DPH Certified Lead Inspector/Assessor, Project Monitor, Number#2933 General Experience Independent Contractor/Environmental Consultant Worked on a wide range of projects involving asbestos, lead based paint, indoor airquality, mold, site demolition and hazardous matedais assessment. Performed asbestos and lead based paint inspections of commercial, residential and military properties. Performed Indoor air quality inspections Including mold of various residential and commercial properties. Duties also included report preparation, attendance at job walks and project meetings. Senior Project Manager Duties include management of large and small-scale asbestos and lead abatement projects. Duties also Include proposal and report preparation, attendance at job walks, correspondence with clients, and oversight of field personnel. In addition performed asbestosAead and mold inspections of commercial, Industrial and residential properties, Project Manager Duties included preparation of survey reports and specifications, supervision and training of field personnel and contract administration for the Los Angeles and Compton Unified School Districts. Duties also included asbestos and lead based paint building inspections, air monitoring, sample collection, PCM analysis and project documentation. Industrial Hygiene Technician Duties Included asbestos abatement monitoring, quality assurance air monitoring, sampling and evaluating airborne asbestos dust, preliminary site assessments and building surveys, Ilalson between client and contractor, daily data log documentation on field projects and report writing. Service Disabled Veteran Owned Small Business 25F-157 Ulf Richter Support Staff Phase II ESAs and Remediation Ulf Richter Is an environmental engineer and has served multiple roles on complex and challenging environmental projects for 18 years. Roles fulfilled by Mr. Richter include Construction Superintendent and Quality Manager, Field Manager, Site Safety and Health Officer, and Field Team Leader. Mr. Richter has supported a variety of environmental Investigations, remediation, environmental sampling and compliance projects Involving the oversight of multiple subcontractors and staff with zero recordable health and safety and environmental Incidents. Types of work conducted and overseen by Mr. Richter include, but are not limited to, direct push technology drllling and treatment substrate injection, hollow -stem auger drilling, mud drilling, soil excavations, and collection of soll, groundwater, storm water, soil gas, sediment, air, and surface water samples. Education Dipl: Ing., Municipal and Environmental Technology; Humboldt University Berlin,1994. M.S., Environmental Engineering Science, Californla Institute of Technology,1998. Professional Qualifications ❖ 40-hour EM 3851-1 USACE Safety & Health Construction Quality Management (CQM) USACE •A Envision Sustainability, Professional (ENV SP) 4• OSHA 40-hour HAZWOPER and Supervisor/SSO :• OSHA 30-hour Construction Safety General Experience 2014—Present Environmental Engineer Site Superintendent, Construction Quality Manager and Site Safety and Health Officer to provide support for soil and groundwater remedlation and sampling projects. 2013-2014 Environmental Engineer Responsibilities included field management activities in support of Non -Aqueous Phase Liquid (NAPL) Treatment Pilot Study at Hunters Point Naval Shipyard, San Francisco, CA, Supervised Installation, shake down and operation of an In -Situ Thermal Remediation system as Superintendent, Construction Quality Control Manager and Site Safety and Health Officer. Managed waste operations. Conducted O&M and compliance sampling activities, Implemented an air monitoring program. 2009-2014 Environmental Engineer Responsibilities included the management of environmental field operations at the Defense Fuel Support Point FISC Point Loma, San Diego, CA (P-401 MILCON). Supervised subcontractors during well abandonment, fuel -impacted soil removal and treatment activities. Conducted environmental sampling and on -site analytical activities using UVF technology. Implemented a site perimeter air monitoring program. 2000-2008 Associate Engineer Responsibilities included environmental engineering support tasks for various groundwater and soil sampling, remedlation, Phase II site assessment, and regulatory compliance projects. Projects have included well installations, aquffertests, vapor extraction and air sparging tests, and remedlation system designs and installations for cleanup of hydrocarbon and solvent -contaminated soil and groundwater. 1999-2000 Staff Engineer Responsibilities included the support for various remedlation, monitoring and Indoor air quality projects. Vapor extraction tests, groundwater monitoring, sampling (water, soil, air), remedlation system design, technical reports, AutoCAD designs. Service Disabled Veteran Owned Small Business 25F-158 ll LMEA0 2000 — Present Solar Power System Installer Mr. Richter designed and installed photovoltaic systems for San Diego County residents and provides maintenance support. 1998 Research Assistant Mr. Richter developed a model for atmospheric chemistry and analyzed trends for water vapor, ozone, and methane. 1995 —1996 Energy Consulting Engineer Responsibilities included management and planning tasks for an alternative $5m fuel cogeneration plant project. Mr. Richter provided and presented expert opinions for wind and solar energy projects, consulted businesses regarding efficient energy use / energy cost reduction and designed technical systems with AutoCAD. 1993-1994 Construction Draftsman Mr. Richter prepared architectural designs and drawings of historical buildings. Project Related Experience Mr. Richter is currently an Environmental Engineer and provides support for compllance Issues at current and former U.S. Naval facilities. Primary tasks include field sampling and subcontractor supervision activities In close coordination with local Navy personnel. Various Base Realignment and Closure (BRAC) Installations, CA Mr. Richter was responsible for supervising and conducting well redevelopment and sampling activities in support of an Initial Assessment of Perfluorinated Compounds (PFCs) or Per- and Polyfluoroalkyl Substances (PFAS) Sites at the former Naval Air Station (NAS) Chase Field, TX, former Naval Shipyard Mare Island, CA, former naval Weapon Station Seal Beach Detachment Concord, CA, and former Marine Corps Air Station (MCAS) El Toro, CA Former Naval Air Station Alameda, Alameda Point, CA Mr. Richter supports the Basewide Groundwater Monitoring Program as Field Lead. Responsibilities Include the supervision of sampling technicians, sample processing and shipping, and the preparation of daily reports. Arrangements are made to collect, store and dispose of all waste following waste manifest procedures in coordination with all parties involved. Mr. Richter supervised well redevelopment and PFAS sampling activities at the installation. A basewidewell survey was conducted using handheld GPS and data collection instruments. Former Naval Air Station Alameda, Alameda Point, CA Mr. Richter serves as the Field Lead in support of a Treatability Study for Groundwater Contamination at CAA 4C and 7. He supervised a drilling subcontractor during In -Situ Chemical Oxidation/in-Situ Bioenhancement (ISCO(ISB) injection activities at two former gas station sites and has been conducting follow-up groundwater sampling tasks. MCAS Yuma, AZ The project included a 1,4-Dioxane Pilot Study, Long -Term Groundwater Monitoring, Land Use Control (LUG) Inspections, and Vertical Circulation Technology (VCT) System Operation & Maintenance (0&M). Mr. Richter supervised drilling subcontractors during multiple rounds of ISCO Injection and well redevelopment activities. He conducted quarterly groundwater sampling tasks Including the collection of PFAS samples. LUC inspections were conducted and documented on a quarterly basis. Flight line training was required for field activities on the airfield as well as close coordination with Air Traffic Control (ATC) and other airfield operation personnel. Naval Base Ventura County Point Mugu, Point Mugu, CA As the Field Lead, Mr. Richter supported a Treatability Study for IRP Site 38 by supervising drilling subcontractors during well installation, and ISCO injection tasks. Several rounds of groundwater sampling activities were conducted to assess the effect of the ISCO injections. Marine Corps Base Camp Pendleton, CA The project Includes Box Canyon Landfill Gas Mitigation System, Solar Spark Vent Flare 0&M activities. Mr. Richter prepared solar flare Inspection logs, made system repairs and conducted several rounds of inspections. Service Disabled Veteran Owned Small Business 25F-159 Hunters Point Naval Shipyard, San Francisco, CA ©LKMEA, Mr. Richter supported a Non -Aqueous Phase Liquid (NAPL) Treatment Pilot Study by supervising the installation, shake down and operation of an In -Situ Thermal Remedlation system as Superintendent, Construction Quality Control Manager and Site Safety and Health Officer. He managed waste operations and conducted O&M and compliance sampling activities. The project included the implementation of an air monitoring program. Defense Fuel Support Point FISC Point Loma, San Diego, CA Mr. Richter managed environmental field operations during the P-401 MILCON project that included the replacement of fuel storage facilities. He supervised subcontractors during well abandonment, fuel -Impacted soil removal and treatment activities. He conducted environmental sampling, on -site analytical activities using UVF technology, and implemented a site perimeter air monitoring program. Naval Air Facility El Centro, CA The project included the preparation of a long-term groundwater monitoring plan, feasibility study report, land -use control Implementation plan, corrective action plan, and groundwater monitoring reports. Mr. Richter conducted groundwater and soil sampling at petroleum hydrocarbon -impacted sites. Naval Base Ventura County, Point Mugu, CA Mr. Richter supervised and assisted a subcontractor during a geophysical survey at an unexploded ordnance site. Naval Base Ventura County, Point Hueneme, CA As field engineer, Mr. Richter conducted surface water and sediment sampling activities as part of a remedial investigation. Former Marine Corps Air Station Tustln, CA Assistant Supervisor for subcontractors during hydropunch investigation. Responsibilities included quarterly groundwater monitoring activities for several years. Marine Corps Logistics Base Barstow, CA Mr. Richter assisted In the preparation of a Remedial Investigation Report. Analytical data was processed and borehole logs were compiled using gINT. Confidential Client, Refinery, Los Angeles County, CA Mr. Richter provided designs for various groundwater and soil remediation systems. Responsibilities included the preparation of pilot test plans. State Route 125, San Diego, CA The project Included the installation of automated sampler monitoring stations, programming, and collecting of receiving water and stormwater samples. Confidential Client, Former lead battery reclaiming faculty, Riverside County, CA Field Lead in support of remediation activities to excavate and remove from the site all soil containing 150 mg/kg lead or more. Mr. Richter was responsible for subcontractor oversight, implementation of air monitoring program, and assisted the project manager in the preparation of the Closure Report. Caltrans, Los Angeles County, CA Field Team Lead for the identification of stormwater outfalls using mobile GPS monitors. Mr. Richter prepared graphical representations of outfall drainage areas. Rental Service Corporation, Los Angeles County, CA Mr. Richter, as Field Lead, assisted RSC in regulatory compliance. He supervised subcontractors during UST removal and supported Tank Closure Report preparation tasks. Service Disabled Veteran Owned Small Business 25F-160 Medel Gallardo Support Staff Hazardous Materials Surveys Support Staff Phase it ESAs and Remediation Medel Gallardo has over 20 years diversified experience in the industrial field. He possesses an in-depth knowledge of civil works and piping engineering principle. Mr. Gallardo has more than 14 years of experience in environmental consulting field serving as Senior Technician. He has gained experience working with private and public clients. His field work experience includes operation and maintenance of soil vapor and groundwater remedlation systems, supervise and oversee construction and installation of various remedlation systems, conducted sail, soil vapor and groundwater sampling, storm water sampling, performed Phase I site walks and conducted and overseen pump and aquifer tests. Mr. Gallardo has the experience to Inspect landfill, oversee and supervise well developments, well abandonments and destructions as well as remediafion system decommissioning and demolitions. Mr. Gallardo is experienced with motor controls, blowers, compressors and vacuum pumps, and high and low voltage control systems Including PLC and analog control systems, and level controls. He has extensive experience with both electrical and pneumatically operated fluid pumps, piping, control valves and manifolds, as well as, oil/water separators, filters, and aeration and surge tanks. Mr. Gallardo's experience spans soil vapor extraction high -vacuum dual phase extraction, and groundwater extraction systems for soil and groundwater clean-up. Mr. Gallardo has operated and maintained a variety of test equipment including oxygen analyzers, flame and photo Ionization detectors, water quality Instruments, compaction nuclear gauge and XRF for lead and lead paint detection. Education 4th yr B.S. Civil Engineering, Far Eastern University, Manila, Philippines 1984. :• Water Technology, Palomar College, San Marcos, CA 1999 HVAC Technology, Palomar College, San Marcos, CA 20 Other Professional Qualifications AHERA Building Inspector Course, 2018 OSHA HAZWOPER Supervisor Training, 2017 OSHA HAZWOPER Safety Refresher Course 2017 Nuclear Gauge for Compaction Test & Radiation Safety 2016 ie Corps 44 EM-385-1.1 Construction Safety Training 2018 Railroad Contractor Orientation Course. BNSF 2008 40-Hr OSHA HAZWOPER Training 2004 General Experience 2010 — Present Military Installations Responsible in charge of quarterly groundwater monitoring and sampling using various approved regulatory methods; subcontractor supervision on well abandonments and destructions; oversee and supervise remediation systems decommissioning and demolition; and involved In landfill inspections and repair. 2015-2016 San Onofre Nuclear Generating Station, San Clemente, CA Performed as the Field Technician for groundwater sampling and site assistant for lead and asbestos inspections and sampling as part of site characterization in support of station decommissioning. 2004-2017 Various Oil Companies Responsible for the Installation, operation and maintenance of several soil and groundwater remediation systems. Knowledge to operate and maintain test equipment Including flame ionization detector, photo ionization detector and water quality instruments. Also conducts sampling of groundwater and vapors to monitor remediation system performance in order to meet regulatory requirements. Supervised construction of new remediation system and overseen the decommissioningidemolition following regulatory case closure. Service Disabled Veteran Owned Small Business 25F-161 IsLEA 2008 — 2017 United Technologies Aerospace Corporation UTAS) Rohr Sr. Field Technician in responsible charge of quarterly groundwater monitoring and sampling for various dissolved -phase contaminants of concern including petroleum hydrocarbon and solvents, Storm event observation and sampling in compliance with storm water rules and regulations. 2004 — 2008 Former Skeet Trap Shooting Range Field Technician was Involved in conducting assessments of the potential impact to soil and groundwater from shooting range activities, including lead from shot and PNAs from clay pigeons. Responsibilities were collection and preparation of soil samples groundwater samples for laboratory analysis, and application of erosion control to prevent runoff from the assessment area, Service Disabled Veteran Owned Small Business 25F-162 KI - Sarah Bailey, ENV-SP Database Manager Sarah Bailey is a full stack developer with 15 years experience with biological, genetic and environmental projects. She utilizes designs, develops and modifies databases for soil, air, water compliance. She uses a variety of software languages with the databases and has developed automated systems in the Amazon cloud for analysis and storage of secure data. Expertise includes development of user friendly stand-alone or web interfaced solutions that meet the clients' goals. Education (Degree and Specialization) BS, Biomedical Engineering, University of Tennessee; Knoxville, Tennessee,1996 •: BS, Biology, University of Tennessee; Knoxville, Tennessee,1993 MS, Bioinformatics; University of Manchester; Manchester, Britain, 2013 Bailey, Scheible, Williams, Silva, Hoggan, Eichman, Faith. 'Secure and robust cloud computing for hlgh-throughput forensic microsatellite sequence analysis and databasing'. Forensic Sol Int Genet., 2017 Aug 8;31:40-47 (https:/Mm.ncbi,nlm.nih.gov/pubmed/28837856). •:• Batley, Ibrahim, Vincent, "Approaches to modeling the Mouse Response to Trypanosomlasis.° ISMB/ECCB, July 2013. Toth, Womlallo, Bailey, Rockwell, Cain. "A Method of Achieving Three Dimensional Reconstruction of Tissue at the Ultrastructural Level Demonstrating the Distribution of Melanosomes Within Retinal Pigment Epithelium." SPIE, Jan.9,2000. Batley, Kabalka, Fuhr. "In vitro effects of boron -containing compounds upon Glioblastoma calls.' Proc Soc Exp Biol Med. 1997 Dec; 216(3): 452-5. General Experience 2016 — Present Database Programmer Responsible for the full stack development and maintenance of a number of Access databases for the collection of environmental data and compliance reporting. This includes the maintenance of forms for the collection of data and reporting. Responsible for the design and development full stack development of a company financial assistance database. Specific clients include Jacksonville, Beufort, Gulfport, Kingsbay, Kingsville, Mayport, New Orleans, Orlando, and Permit Renewals. 2015 — 2018 Bloinformatics Programmer Responsible for the full life cycle of full stack scalable data analytics algorithms utilizing Python, R, MySQL and variety of web languages for the collection and analysis of classified and non -classified Forensic genetic materials. Responsible for the Implementation of full life cycle data operations, including collection, pipeline development, and archival of large digital datasets using custom web and cloud solutions; produce solution algorithms for scientists to aid In the evaluation of data. This project was for NIJ. 2010 — 2015 Sr.1 Scientist — Air Quality Responsible for the full life cycle of full stack programs utilizing Coldfusion and SQL database with variety of web languages for the design, development, and maintenance of contract management for EPA. Responsible for the design and development of Access database for collection of geophysical locations of above ground and below ground storage tanks, and the collection of analysis of water, air, and soil contamination, and compliance reporting, and links with required fonnslreports and hazardous materials surveys. Assist as front end programmer for Sharepoint branding, Assist with the entering of data of hazardous material surveys for compliance reporting. Projects were for EPA, state of NJ, US Army, US Coast Guard and state of NC. 2003.2009 Programmer Responsible for the full life cycle of full stack web solutions for data collection and analysis of genetic data utilizing Oracle, Coldfusion and a variety of web interfacing languages, including the dynamic display of analysis of data. Responsible for the updating and maintenance of the public NICEATM web interface for the data display of data, reviews, and reports. Projects were for NIEHS. Service Disabled Veteran Owned Small Business 25F-163 i i Project Related Experience LME0 Sarah Bailey is currently a Database Programmer. She provides database support for compliance Issues at a number of US Naval facilities. She also provides programming support for various company needs. The database support includes the development and maintenance of compliance reports, the maintenance of forms for collection of data, and other database management according to the needs of the client, NIJ-2015 Population Genetic Profile Sarah Bailey was responsible for the programming efforts of Phase I development of automated Amazon cloud services to analyze classified and non -classified materials. She was also responsible for the team management of development of Phase Il, the consolidation of the data to a web interface for population statistical analysis. EPA- 2010 Budget Integrated Data System (BIDS) Sarah Bailey was responsible for the design and development of the invoicing module, and the client requested modifications of the existing modules of the web Interfaced intranet Budget Integrated Data System (BIDS), a secure comprehensive OAQPS integrated budget tracking web system for the EPA. EPA - 2010 OAR Tribal System (OTS) Sarah Bailey was responsible for the design, development and modifications of web interfaces to assist in the shared view of the national status and progress of tribal air programs, Including grants, permits, emission Inventories, diesel work, and ambient air monitoring data for the EPA's OAR Tribal System (OTS), EPA- 2010 STS System Sarah Bailey was responsible for the development of the secure Intranet web application for project leaders and work assignment managers to access timelines, tracking information and various reports. Jacksonville, NC, Camp Lejeune - 2013 Above and Below Ground Storage Tank Database Sarah Bailey was responsible for the design and development of Access database for the collection of geophysical descriptions of Above and Below Ground Storage tanks. The database also contained links to digital Images of the tanks. The analysis of the soil, air and water surrounding the tanks was also Included in the database, as well as compliance reporting. NIEHS - 2004 Genetic Alterations In Cancer (GAC) Sarah Bailey was responsible for the collection of data from peer reviewed publications, Quality Control of the data, and entering the data Into the GAC database. She was also responsible for designing tools for the assistance of genetic alteration discovery. She was also responsible for the design and development of analyzing the data and the development of a dynamic visual graph of alterations on individual chromosomes due to cancer In human and rodents. Service Disabled Veteran Owned Small Business 25F-164 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT 1. Local Agency: City of Santa Ana 2. Contract DBE Goal: TBD per Task Order 3. Project Description: Various Environmental Services - Environmental Site Assessments (Al) 4. Project Location: City of Santa Ana 5. Consultant's Name: KMFA 6. Prime Certified DBE: ❑ 7. Total Contract Award Amount: $149,850 6. Total Dollar Amount for ALL Subconsultants: $12.000 9. Total Number of ALL Subconsultents: 10. Description of Work, Service, or Materials Supplied 11. DBE Certification Number U. DBE Contact Information 13. DBE Dollar Amount Professional Land Survey Services 34096 a surveys,Inc Kelvin Kitaoka 53,750 President- LS 6178 Avenue Suite #110 Santa Ana, California 92705 Fax # 949-660-1758 Email Address - KelvinK@Kelsurveys.com ...Local Agency ttl �omPlete tbls Segtipn $ 3,750 20. Local Agency Contract nr"ml.w- 14. TOTAL CLAIMED OBE PARTICIPATION 2.5 q 21. Federal -Aid Project Number. 22. Contract Execution flafa• Local Agency certifies that a0 DBE cerlificallons are valid and Information on IMPORTANT: Identify, all DBE firms being claimed for credit, this form is complete and accurate. regardless of der. Written confirmation of each listed DBE is required. AAa.G/ -�— 7123116 23. Local Agency Representative's Signature 24. Date 15. Preparers Signature 16. Date R,C. Forrest III (914) 589-3095 25. Local Agency Representative's Name 26. Phone 17. Preparers Name 1S. Phone President 27. Local Agency Representative's Title 19. Preparers Titie DISTRIBUTION: 1. Original - Local Agency 2. Copy- Caltrans District Local Assistance Engineer (DLAE). Failure to submit to OLAE within 30 days of contract execution may result In de -obligation of federal funds on contract ADANotice: For Individuals with sensory disabilities, BOs document Is avallable In alternate formats. For infonnadon call (916) 654-6410 or TOD (910) 654- 3880 orwdte Records and Fortes Management, 1120 N Street, MS-89, Sacramento, CA 95814. Page 1 of 2 July 23, 2015 25F-165 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment INSTRUCTIONS — CONSULTANT CONTRACT DBE COMMITMENT CONSULTANT SECTION 1. LocaI Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc). 4. Project Location - Enter the project location as it appears on the project advertisement. 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant. 8. Total Dollar Amount for ALL Subconsultants — Enter the total dollar amount for all subcontracted consultants. SUM = (DBEs + all Non -DBEs), Do not include the prime consultant information in this count. 9. Total number of ALL subconsultants — Enter the total number of all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 10. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or famished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 11. DBE Certification Number - Enter the DBE's Certification Identification Number. A11 DBEs must be certified on the date bids are opened. 12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for bow to count full/partial participation. 14. Total Claimed DBE Participation - $: Enter the total dollar amounts entered in the "DBE Dollar Amount" column, %: Enter the total DBE participation claimed ("Total Participation Dollars Claimed" divided by item "Total Contract Award Amount"). If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 15. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 16. Date - Enter the date die DBE commitment form is signed by the consultant's preparer. 17. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 18. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 19. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 20. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 21. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 22. Contract Execution Date - Enter the date the contract was executed. 23. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 25. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 26. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 27. Local Agency Representative Title - Enter the posidon/title of the Local Agency Representative certifying the consultant's DBE commitment form. Page 2 of 2 July 23, 2015 25F-166 EXHIBIT B 0 N A z d 9 0 r H a ¢ n w z z z° za z° 2F + $ 9 R NNNo NNNN Nm N:N NNNN orypyyp m CC 3� i� Qory �Cy� Gry �pty q �j NN a n m O NNMM Vp{pN�MN 'YQ]MMVIMMM ei 4�1i 15 n N ng b VN1 f0 10 b m NmMNMNN MNN N N oMNN Fm M e1 ell M M •eP1i 'i �i �'1 ei e1 M el � M: M M N N M N N M M M N M M M a g E � g o ti 5 c cl e 2 ~ F 8 y 2 z E F c 2 N 25F-167 25F-168 tg d 0 u Q 2 1 A Iz. Z; zi i zi 21 1 zol ZI Z. g; gig E.Alm Wil., A 919 91AII, 9A 9A RIA!y g A'm w4 ff H MIN I � gig 11" , 6 Lq d TI o L I I Z� 25F-1 69 KMEA Environmental Consulting Services Fee Schedule - 2018 City of Santa Ana Public Works Agency Various Enviromental Services RFP No. 18-043 KMEA Labor Category Unit of Measure Unit Price Principal Englneer/Geologlst Hour $ 133.76 Quality Control Manager Hour $ 133.76 Safety Program Manager/CIH Hour $ 100.32 Project Manager Hour $ 140.03 Task Order Manager Hour $ 103.98 Sr. Engineer/Geologlst Hour $ 115.54 Sr. Environmental Engineer Hour $ 117.04 Environmental Engineer Hour $ 84.58 Jr. Environmental Engineer Hour $ 78.52 Environmental Technician Hour $ 64.41 Geologist Hour $ 83.24 Chemist Hour $ 113.30 Staff Engineer Hour $ 71.73 ContractAdminlstrator/Procurement Hour $ 88.26 Draftsperson/Illustrator Hour $ 58,71 Administrative Assistant/Word Processor Hour $ 46.77 Other Direct Costs Mileage Mile $ 0.53 Truck Rental Day $ 80.00 Personal Protective Equipment/Safety Supplies per person day $ 45.00 Copies per page $ 0.25 3-Ring Binders each $ 20.00 25F-170 City of Santa Ana Various Environmental Services RFP NO.:18-043 ABC Liovin Drilling June 5, 2018 25F-171 I I z p,� o 0 =U in inid u u� uO N y W o r W C Q NV N /�- to tow m x pppO��� co W h h h Ir I. h c mc� rq ai w 0 T r N r T T N 10 .� W Q t�pp C m ry turn ry SOP (D cc qj FC; m v k z c� z,- 25F-172 SCHKDULE OF OTHERDIRECT COST ITEMS Description of Item Quantity Unit Unit Cost Total Mileage Costs TED TED TED TED Equipment Rental and Supplies TED TBD TED TBD Permit Fees TED TBD TBD TED Plan Sheets TBD TED TBD TED Test TED TBD TED TED Vehicle TBD TBD TED TED Subconsultant 1: TBD Subconsultant 2: TED Suboonsultant 3: TBD Subconsultant4: TED Subcousultant 5: TBD Brass or Stainless Steel Liners 2.0" x 6.0" TBD Each $ 6.00 TBD Teflon Squares: for Sam le Liners TBD Each $ 1.00 TBD Basket Retainers for loose sutl sampling TBD Each $ 10.00 TBD Install 6" Monument Cas'm TBD Each $ 550.00 TBD Install 8" Monument Casing TED Each $ 750.00 TBD Removal of 8" Traffio Rated Well Boxes TED Each $ 75.00 ITJ3D Removal of 12" TralEc Rated Well Boxes TED Each $ 125.00 TBD Collect Hydropunch Water Sample (HSA) TBD Each $ 250.00 TBD Collect Eydropunch Water Sam la (Ocupro TED Eaoh $ 50.00 TBD Delivery of additional materials or equipm TED Lump and ) S 200.00 TED Bentorlite chips TBD hags $ 18.00 TBD Mobilization/Demobilization of Forklift TBD Lump $ 250.00 TBD Forklift & Hopper Rental TBD Da and $ 350.00 TBD For Coring Crew TBD Each $ 135.00 TBD Surface Core 4" - 6" thick 4" diameter TBD Barb $ 50.00 TBD Saw Out 12" x 12" Square TBD Each S 95.00 TED Saw Gut 24" x 24" Square TBD Each $ 125.00 TBD Asphalt patch TED perborehole $ 15.00 TED Concrete atrh TBD per borehole $ 25.00 TED Rapid Set Generate Patch TBD per borehole S 50.00 TED Concrete Cuts TBD per cut and a $ 75.00 TBD 55 Gallon Drums TBD perdrum$ 50.00 TBD Additional material cost for bentonito grout TBD $ 6.00 TED Backflll boringswith bentonite chi TED $ 10.00 TED Collect water sample thru augers TBD persample$ 150.00 TED Steam Cleaner Onsite TED or $ 250.00 TBD Service Truck TBD d $ 250.00 TED Generator Rental T3D d $ 150.00 TED Pressure Washer Rental TED $ 250.00 TED Night L' is TBD ert and i $ 500.00 TBD Peristaltic Pump TBD per day (and u $ 50.00 TBD Peristaltic tubing TED perfoot $ 1.00 TBD NightLights TED per night and i $ 500.00 TBD Boost Air Cam ressor TBD per day (and u $ 2,000.00 TBD InolinameterCuin 2.75") TED perfoot $ 15.00 TBD Inclinometer Anchor TBD Each $ 250.00 TBD Per diem 1-man crew TBD per day $ 150.00 TBD Per dlem 2-man crew TED per day $ 300.00 TBD Per diem (&man crew) TBD er day $ 450.00 TED GrangeFencing TBD per day from $250 TBD Hmlth & Safet Plan TBD perjub from $150 TBD Traffic Control TBD per &Y from $800 TED Level B & C TBD per dayfrom $500 TBD Blower Fans TBD per day from $250 TBD INIghtLights TBD pernigitt from$500 TBD 25F-173 Local Assistance Procedures Mamial EXHI131T 10-H1 Cost Proposal EXHIBIT 10-112 COST PROPOSAL Page 3 of 3 Certificatimr of Direct Costs; 1, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 7. Generally Accepted Accounting Principles (GAAP) 8. Terms and conditions of the contract 9. Title 23 United States Code Section 112 - Letting of Contracts 10. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 11, 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 12. 48 Code of Federal Regulations Par? 9904 Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subeons Rant Certifying: Name: Ivan Liovin Title *: President Signature ; 2— 03/15/2018 gn Date of Certification (mm/dd/yyyy): Email: ivan@,abcdrilling.com Phone Number: 562-981-8575 Address; 1180 E Burnett Street, Signal Hill, CA 90755 * An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. services Services Include, but not Limited to: environmental and geotechnical drilling, soil, soil gas, groundwater sampling, well installations, development and abandonments, geotechnical instrument installations, utility locating, potholing, air knife, saw cutting, concrete coring, limited access drilling, mud rotary/ air rotary, easing hammer, hollow stein auger, direct push, and wireline coring. Page 7 of 9 ./anunry 2015 25F-174 City of Santa Ana Various Environmental Services RFP NO.:18-043 AmeriSci Laboratory June 5, 2018 25F-175 mi o 9 C 4 V z�z LJ 8 N L r, PAR Jq v S O O M V1 VI O O S 4/I fA Vi y ep g er0� 0 0 O ti O C 0 0 C O y 9 y F� �O IrW n.y n��tiyy V 1�00 bf�W Y)l�W bl�� .yNn Snt�� n Y+ .QQ� C+Fp S�ti,-1 Emu C������C P qC �D 1�W �p 1�00b� W bl� W bt�og0 L•7 �^SSS$o$SS$o$�B S�o wu4, ry_F`+ U � w�$�b�u"s��vo,��u4i war oS$$SS$SSSSSSBS �'� 0 O O O g S g$ O O O S iiiiNNNN Roo q o cgi, o q o w o4a icon �i�o»c�wuo5w ow G a �i Mci d CcC q j( E U I W Y F °e egg F � S 25F-176 :, 6 .4 25F-177 '1 �p Gog,o,�.��d��goocgjoo$�S��B,gq 8$rb,'a (1�j O Vfl l!•w S,$ �"ea rA L: AI`n�� s�iwrn�� cAw cnwvs'i� p i� 61 a a 8 M in vs w� 8aaggy $ O p p p p p p [y oo g q ap O g O$ p+ y p 7 eq M� W 69 69 M N M Uf V! !bA VI � SN W V�1• Vi V/ Nl 169d bl bWi I�il m w U 5 c p C p O O o p o o g o$ O$ o 0 0 0 0 o S o g o 'r" N � � G ophoo � o VOVA� C> N ^ tV t� O vi 1v1l(�i� low �Np tGNV (py �q.I tqv hl fah Vl Fq fA � fig 69 � 69 M ✓t K V9 41 (O � Hf W 4� Vl W r r�q /V�J V p AI8 � r vy O O QI A C w b I r r I 0 1 r l r l� l i r 1• I l l l r• O h t� O On g Q1 �I r I I I 1' %H I 11 I I IA M M UI VI I� I N y r f 6 V W W >' ? o � M 25F-178 City of Santa Ana Various Environmental Services RFP NO.:18.043 Kelsurvey June 5, 2018 25F-179 � a+ f1. m �a a � � A F N q ' 8 ❑ 0 yp C j o iS � � ❑ pW/ go 0a 8� W U N A T O Oppp O O PpO � 609�6J09 � c09 •� � G � o 'C7 O 9�. ¢ 1c]3. 6 w p a V x v i x ♦;j ¢' 4 �z z z z� F d' o d &e g S o y b g dd co do mm o II II it II 0 0 oo¢c¢��J• 0 0oo o OO W ej ^ opb M� OK 509 iA pSp CoO CoP c$p$ (A WVi 69Md3 W t� cAi O 0 Too gg � moo QQ yt+oo gq9g�c4�qq �Or� �nIX •� G kr SOOOpO OOOh � O o00o '�my� b09tOAH609 OOo W36096 Ho ��609 w aim di lYJ Ct O 000.0 OC T 000 z o� T� •N pp O O O p O cc; p fH b9 bl f9 s9�694i 64 +/i 69 di bT t.9 di q Qa � 4 G4 C7 c O Ntl a� �tl ii O O � �-• p Wy +3 G e= FCjI F pp� 1 W 25F-180 25F-181 o U 0 � e w U N x w J , N 0 u o n `7 O Q Go � i � •� M1I 0 .0 '�S •L 'n a & a � m v Y C � LO } ryLO z E N w z° U �b9 � 6098609 CC199609 f9 KLM IZQ z° z :y 69 �i O� 00 a0 d0 S O gy 00 C O 06 06 00• o C s' a pp d d OpO ppO d pp O o O O O 0 0 0 O do O 0 d 0 O O O.o 0 O o 0 6959609 � 40J W p OKK OK ooO VO1 V096+3 G09 W ? C� Md a a j4x u rv[�001p 00 (�00 eo b� W ooSoO b heo b h0o aN--- N PH l`��f1` e Qb� ue W o.o 0000000.000000 by00 bti W �.�-rW bt�00 00000000000000 W o00000000000000 eoi �i� t�i �f voi sonw� c�wso9��� Ems„ O X ��o$oS00000S�o8oS Wp wQ ���wco9 co9w��wcgr�co9 so9 0 2 xr�oe00000uood000000 0 0 0 0 0 0 0 0 o d O 0 0 0 � Vi (OA W �K b09 fOA� �fd/i o» �ww h O u a 4 y WI �• yO a C r N A •� G � SS L' G �' W gvg e� N °4 a aU Uww `e � � ❑ a 25F-182 25F-183 25F-184 AGREEMENT TO PROVIDE HAZARDOUS MATERIALS SURVEY ` SERVICES ON AN ON -CALL BASIS THIS AGREEMENT is made and entered into this 21st day of August, 2018 by and between Ninyo & Moore Geotechnical & Environmental Sciences Consultants ("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 May 8, 2018, the City issued Request for Proposal No. 18-043, by which it sought a consultant to provide various environmental services on an on -call basis for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-043. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the hazardous materials survey services that were described in the scope of work that was included in RFP No. 18-043 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. ALLOWABLE COSTS AND PAYMENTS a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Consultant's Cost Proposal attached as Exhibit B. Consultant is one of two consultants selected to provide hazardous materials survey services on an as -needed basis under RFP No. 18-043. The total compensation for these services provided by all consultants selected under RFP No. 18-043 to perform them shall not exceed $149,850 during the term of the Agreement, including any extension periods. This sum is comprised of (1) the base amount of $135,000 and (2) an 11% contingency in the amount of $14,850 for additional services at the City's sole discretion. EXHIBIT 3 ZUF-185 b. Consultant will be reimbursed for hours worked at the hourly rates specified in Consultant's Cost Proposal attached as Exhibit B. The specified hourly rates shall include direct salary costs, employee benefits, overhead, and fee. These rates are not adjustable for the performance period set forth in this Agreement. In addition, Consultant will be reimbursed for incurred (actual) direct costs other than salary costs that are in the cost proposal and identified in the cost proposal and in the executed Task Order. C. Specific projects will be assigned to Consultant through issuance of Task Orders. After a project to be perfommed under this Agreement is identified by City, City will prepare a draft Task Order less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a City Project Coordinator. The draft Task Order will be delivered to Consultant for review. Consultant shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost, the finalized Task Order shall be signed by both City and Consultant. d. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in Consultant Cost Proposal. e. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. f. When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from City before exceeding such estimate. g. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred. h. Consultant shall not commence performance of work or services until this Agreement has been approved by City, and notification to proceed has been issued by City. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. i. A Task Order is of no force or effect until returned to City and signed by an authorized representative of City. No expenditures are authorized on aproject, and work shall not commence until a Task Order for that project has been executed by City. Consultant will be reimbursed, as promptly as fiscal procedures will permit upon receipt by City of itemized invoices in triplicate. Separate invoices itemizing all J-f,�486 costs are required for all work performed under each Task Order. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant,is billing„or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulate,'d for the approved Cost Proposal and shall reference this Agreement number, project title, and Task Order number. Credits due to City'that include any equipment purchased under the Equipment Purchase provision of this .Agreement must be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to City at the following address: City of Santa Ana, Public Works Agency, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana,.CA 92702. It, The period of performance for Task 'Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this Agrce rent. The total amount payable by City for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by contract, amendment. in. If the Consultant fails to satisfactorily complete a deliverable According to the schedule set forth in a Task Order, no payment will be made until thedeliverable has been satisfactorily completed. n. Task Orders may not be used to amend this Agreement and may not exceed the scope of work under this Agreement. o. The total amount payable by City for all Task Orders resulting from this Agreement shall not exceed $149,850. It is understood and agreed that there is -no guarantee, either expressed or implied, that this dollar amount will be authorized under this Agreement through Task Orders. 3. COST PRINCIPLES AND ADMIPIISTRATIVE REQUIREMENTS a. Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Fcdcral Acquisition Regulations System, Chapter -1, Part 31.000 et seq., shall be used to determine.the cost allowability of individual items. b. Consultant agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Admiriistrative Requirements, Cost Principles, :and Audit 'Requirements for Federal Awards. C. Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to City. 25F-f'� 87 4. PERFORMANCE PERIOD a. This Agreement shall go into effect on the date first written above, contingent upon approval by City, and Consultant shall Commence work after notification io proceed by.City. 'This Agreement shall end on August 20, 2021, finless terminated earlier in accordance with Section 21. The term of this Agreement may be extendod for up to two 1-year periods upon a writing. executed by the City Manager and City Attorney,. b. Consultant is advised that any recommendation for contract award.is not binding on City until the Agreement is fully executed and approved by City. c. The period' of performance for each specific project shall bein accordance with the Task Order for that proj ect.; If work on a Task Order is in progression the expiration date of -this Agreement, the terms of the Agreement shall_ be .extended •by amendment. 5. STATE PREVAILING WAGE RATES a. 'If applicable, Consultant shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work. b. Any subcontract entered into as a result of this Agreement, if for more than $25,600 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public. works, shall contain all of the provisions of this Section, unless the awarding agencyhas an approved labor compliance program by the Director of Industrial Relations. C. When prevailing Wages apply to the services described in the scope of work, transportation and subsistence costs shall be reimbursed at the miriimuni rates set by the Department of Industrial Relations (DIR) as outlined.in the applicable Prevailing Wage Determination. See http://www;dir,c.a.gov. 6. INDEPENDENTS CONTRATOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. finis Agreement is not intended not shall it be construed to create an employer -employee relationship, a joint venture relationship, or to Allow the City to exercise discretion or control over the professional manner'in which Consultant performs the services which are the subject matter of this Agreement; however, the services to ,be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees, and 'shall be responsible for all applicable.withholding taxes. Page 4 of 14 25F A 88 This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 8. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. Pa e5of14 29F-189 d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 9. INDENDMCATION 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 Page 6 of 14 25F-190 or property rights arises by reason of the'terrns of, or effects arising from this Agreement. City niay 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 byCivil Code Section 2782.8, to claims that -arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 11. RETENTION OF RECORDS/AUDIT For -the purpose of determining compliance with Public -Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable, and other matters connected with the performance of this. Agreement, pursuant to Government Code 8546.7, Consultant, subconsultants, and City shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Agreement, including but not limited to, the costs of administering the Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under the Agreement. The state, State Auditor, City, FHWA, or any duly authorized representative of the Federal Government shall have access to anybooks, records, and documents of Consultant and its certified public accountants work papers that are pertinent to the contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. 12. AUDIT REVIEW PROCEDURES a. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by mutual agreement shall be reviewed by City's Executive Director of Finance. b. Not later than 30 days after issuance.of .the final audit report, Consultant may request a review by City's Executive Director ofFinance of unresolved audit issues. The request for review will be submitted in writing._ C. Neither the pendency of a dispute nor its consideration by City will "excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 13. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such Pape a e7of14 25F-191 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 nrfonnation of like import=66,'bui in no event less than reasonable care. "Confidential Inforrriation" 'shall include'all nonpublic information: Confidential information includes, not only written information, but also information transfened 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 he 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 informafion. disclosed by the City. 14, CONFLICT_OFINTER) ST a. Consultant shall disclose any financial, business, or,other relationship with City that -may have an impact upon the outcome of this Agreement, or any ensuing City construction project. Consultant shall also list -cunent'clients who may have a financial interest in the outcome of this Agreement, or any. ensuing City construction project that will follow. b. Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 15. REBATES, KICKBACKS, OR OTHER UNLAWFUL CONSIDERATION Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any'City. employee. For brea&or violation of this warranty, City shall have the right in its discretion to terminate the contract without liability;10 pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such,rebate, kickback or other unlawful consideration. 16. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and'shall be deemed to be properly given if delivered in person or mailed by first class or certified 'nail, postage prepaid, or sent by fax or other Telegraphic communication in the mannef 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) Pnge 8 of 14 25F-192 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: Ninyo & Moore 475 Goddard, Suite 200 Irvine, CA 92618 Attn: Anthony Lizzi A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address, If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 17. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each 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. 18. SUBCONTRACTING a, Nothing contained in this Agreement or otherwise, shall create any contractual relation between City and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to City for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts 2F9-1t93 and omissions ofpersons directly employed by Consultant. Consultant's obligation to pay its subconsultant(s) is an independent obligation from City's obligation to make payments to the Consultant. b. Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this Agreement shall be. subcontracted without written authorization by City, except that which is expressly identified in the approved Cost Proposal. C. Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by City. d. All subcontracts entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. C. Any substitution of subconsultant(s) must be approved in writing by City prior to the start of work by the subconsultant(s). 19. EQUIPMENT PURCHASE a. Prior authorization in writing by City shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or consultant services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. b. For purchase of any item, service or consulting work not covered in Consultant's Cost Proposal and exceeding $5,000 prior authorization by City, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. C. Any equipment purchased as a result of this Agreement is subject to the following condition: "Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, Consultant may either keep the equipment and credit City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures and credit City in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by City and Consultant. If it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by City." 2 CFR, Part 200 requires a credit to Federal fiords when participating equipment with a fair market value greater than $5,000 is credited to the project. Pn e10of14 2-194 20. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach; failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 21. TERNIINATION City reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant with the reasons for termination stated in the notice. City may terminate this Agreement should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, City may proceed with the work in any manner deemed proper by City. If City terminates this Agreement with Consultant, City shall pay Consultant the sum due to Consultant under this Agreement prior to termination, unless the cost of completion to City exceeds the funds remaining in the Agreement, in which case the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 22. NON-DISCRIAIINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 23. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 24. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 11 of 14 25F-195 25. STATEMENT OF COMPLIANCE a. Consultant's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. b. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally -assisted programs of the Department of Transportation — Title 49 Code of Federal Regulations, Part 21 — Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. d. The Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DDT's Regulations, including employment practices when the Agreement covers a program whose goal is employment. Pa e12of14 29F-196 26. DEBARMENT AND SUSPENSION CERTIFICATION a. Consultant's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)", which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to City. b. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 27. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA RAUL GODINEZ II City Manager 51--1t67 APPROVED AS TO FORM SONIA R. CARVALHO City Attorney Jthn M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency CONSULTANT Name: Anthony J. Lizzi, PG, CHG Title: Principal Geologist 2 V-f'�498 I fIN ORIGINAL June 5, 2018 Proposal No. P05-00713 A2 ynyo �/�►oore Gwtaa-at&Fxvwa cr:al SGC= Consulumis Axi I' Statement of Qualifications ff.I t"� �. r • v r n 'H'� g"fl• n' n c "v'4 a a' v 11-44 [AY ri` RFP No. 18-043 Table of Contents 1. STATEMENT OF QUALIFICATIONS A2 — Hazardous Materials Surveys a. Cover Letter......................................................................................................2 b. Contract Agreement Statement........................................................................3 c. Firm and Team Experience...............................................................................3 d. Understanding of Need..................................................................................... 5 e. Relevant Project Experience............................................................................8 f. References........................................................................................................10 2. SCOPE OF SERVICES AND SCHEDULE.....................................................13 3, FEE PROPOSAL.................................................................................................15 4. CERTIFICATIONS..............................................................................................17 Appendix A Resumes of Key Personnel Appendix B Required Forms Ninyo & Moore I City of Santa Ana - (A2) Hazardous Materials Surveys 1 05-00713 A2 I June 5, 2018 25F-201 avotxh*91 a anvtronmenlal aelonses consufuutz a. Cover Letter June 5, 2018 Proposal No. 05-00713 A2 City of Santa Ana Attn: Mr. Kenny Nguyen Public Works Agency 20 Civic Center Plaza, 3b Floor Reception, Ross Annex Santa Ana, California 92701 Subject: Proposal for Various Environmental Services (A2) Hazardous Materials Surveys City of Santa Ana Public Works Agency RFP No, 18-043 Dear Mr. Nguyen: Ninyo & Moore is pleased to submit our proposal to the City of Santa Ana Public Works Agency (City) to provide Various Environmental Services (Specialty: A2 — Hazardous Materials Surveys). We are very excited to have this opportunity to share our experience with the City. As our proposal demonstrates, we support numerous local cities providing identical on-call/as-needed services and we would like to do the same for Santa Ana. We have assembled a highly qualified and experienced team of professionals that will effectively and efficiently perform the required services. The City will benefit from not only our team's experience in successfully providing similar environmental services for many cities and counties in Southern California, but our enthusiasm and dedication to our work. This is what we do, we are good at It, and we would like the opportunity to show you. Mr. Anthony J. Lizzi, PG, CHG, is Principal Geologist of Ninyo & Moore and authorized representative who can make legally binding commitments for the firm. He can be reached by phone at (949) 753-7070, ext. 12214 and email at alizzi(aninvoandmoore.com. We appreciate the opportunity to submit our proposal to perform the requested services, and look forward to continuing our successful relationship with the City. If you have any questions regarding our proposal, please contact the undersigned at your convenience. Respectfully submitted, NINYO & MOORREE MCHG Anthony J. izziP Principal Geologist MSC/NA/AJL/klb Distribution: (6)Addressee (1 original, 4 copies, 1 USB) © 476 Goddard, Suite 200 1 Irvine, Califomla 9261 F31 p. 99449.763.7070 1 www nfnvoandmoore com RFP No. 1 &-043 A2 — Hazardous Materials Surveys b. Contract Agreement Statement Ninyo & Moore concurs with all provisions as contained in Attachment 2 Standard Agreement of the Request for Proposal (RFP). c, Firm and Team Experience Ninyo & Moore is a California corporation that was established in 1986 to provide exceptional environmental engineering and consulting, geotechnical engineering, geologic, hydrogeologic, soil and materials testing, and special inspection consulting services to the public and private sectors. Ninyo & Moore has drawn from its staff of over 400 professionals to bring the City of Santa Ana Public Works Agency (City) a well -qualified team of hazardous material professionals Including Certified Industrial Hygienists (CIH), California Division of Occupational Safety and Health (DOSH) Certified Asbestos Consultants (CACs), DOSH Site Surveillance Technicians (CSSTs), California Department of Health (CDPH) Lead Related Construction (LRC) Inspector/Assessors (I/As) and Project Monitors (PMs), and senior management personnel skilled in environmental assessment and engineering consulting services. All of our proposed project personnel are experienced environmental professionals and are highly skilled in performing their specific area of expertise. Our key technical and field personnel will provide the scope of services presented in the RFP from our office In Irvine, California. The project team possesses working knowledge of and experience with the required documents and standards, and maintains professional relationships with local regulatory agency personnel. Ninyo & Moore project personnel will perform work under the direct -supervision of the appropriated licensed professionals on the team. Our team is fully available for, and committed to providing, the necessary resources for successful execution of the services requested An the Citys RFP. Nfnyo & Moore hazardous material professionals work together to perform asbestos and lead -based paint surveys, abatement monitoring, and abatement project management regularly for a wide varie- ty of clients. We are highly experienced in assisting our clients to be in compliance with various local, state, and federal regulatory requirements working within the framework of DOSH, the United States Environmental Protection Agency (EPA), the local South Coast Air Quality Management District (SCAQMD), the California Department of Health, and the Housing and Urban Development (HUD) guidelines. Ninyo & Moore maintains Its exceptional reputation in the industry by providing high quality technical expertise while meeting difficult work schedules and budgetary goals. This is made possible through our methodical project management approach and our ability to effectively use senior personnel for project management guidance. We propose the following key personnel to provide the hazardous material consulting services required by this contract. These and other Ninyo & Moore staff mem- bers are dedicated to the success of the City's projects, and are available as -needed to fulfill the City's requirements. The Ninyo & Moore project team, lines of authority, communication, and responsibilities within the project team are summarized on our Organization Chart shown below. Complete resumes of Ninyo & Moore key personnel are provided in Appendix A of this submittal. © Ninyo & Moore I City of Santa Ana - (A2) Hazardous Material Surve s 05.00713 A2 I June 5, 2018 25F-263 RFP No, 18-043 A2—Hazardous Materials Surveys MrMG` b t Contract Manager r Inne/ Mr. Anthony Lizzi, PG, CHG, will serve as Contract Manager for this contract. Mr. Lizzi is a Principal Geologist with extensive experience conducting environmental site assessment and remediation. He has technical and practical experience In all aspects of assessing surface and subsurface geology, geochemistry, and contamination of soil, soil vapor, and groundwater. Mr. Lizzi Is thoroughly experienced in managing complex, multiple -site environmental assessments and implementing soil and groundwater remediation. He is responsible for senior technical review of environmental documents. He has directed many projects that require regulatory agency negotiation with both the Regional Water Quality Control Board (RWQCB) and the Department of Toxic Substances Control (DTSC). Mr. Lizzi has developed strong, mutually respectful, professional relationships with senior managers at both agencies, including obtaining no further action letters. Project Manager Michael Cushner, CAC, LRC I/A and PM, will serve as Project Manager for this contract. Mr. Cushner has extensive experience performing asbestos and lead surveys, preparation of abatement specification bidding documents, abatement work plan preparation, abatement monitoring and clearances, mold and moisture evaluations, and other hazardous materials surveys. His environmental consulting experience Includes work in commercial buildings, educational facilities, residential properties, bridges and roadways, as well as sub -surface evaluations related to asbestos and lead. He Nlnyo & Moore I City of Santa Ana - (A2) Hazardous Material Surveys 1 05-00713 A2 I June 5, 2018 25F-204 RFP No. 18-043 A2—Hazardous Materials Surreys currently directs these projects for various clients (including many cities), and is the central point of contact for client communication, subcontractor needs, and internal staff. Mr. Cushner has excellent communications skills and manages multiple projects with quality and consistent results. Health and Safety Officer Mr. Stephen Waide, CIH, CSP, CMC, CIEC, will serve as the Health & Safety Officer for this con- tract. He is highly experienced in the development and implementation of industrial hygiene, health physics, and industrial safety programs. As Health and Safety Officer, Mr. Waide will work with Mr. Cushner and the City to ensure Ninyo & Moore's hazardous material personnel provide an ongoing safe work environment for all contract related activities. Mr. Waide will oversee the hazardous mate- rial surveying tasks and undertake health & safety inspections and provide training as needed for successful performance of the contract. Mr. Waide is the designated Corporate Health and Safety Officer for Ninyo & Moore. He Is certified In the comprehensive practice of industrial hygiene by the American Board of Industrial Hygiene and by the Board of Certified Safety Professionals in Comprehensive Practice. His background Incorporates government and private industry projects, such as large-scale remedial investigations, waste charac- terization programs, and remedial actions. He has extensive field experience in the design of Industrial hygiene programs, radiological characterization and remediation, asbestos and lead paint assessment and abatement, hazardous waste site activities, and designing and implementing hear- ing conservation and respiratory protection programs. Quality Assurance Officer Ms. Nancy Anglin, REM, will serve as the Quality Assurance Officer for this contract. Ms. Anglin is the local Environmental Division Manager for Ninyo & Moore. As Quality Assurance Officer, she will be responsible for ensuring the contract and work task requirements are met and that Ninyo & Moore's and the City's Quality Assurance Programs are followed. Ms. Anglin will implement a con- sistently -applied quality program to which all team members will adhere. Ms. Anglin will work closely with Mr. Cushner to review and tailor the quality program to fit the City's objectives, processes, and policies. The quality program will be reviewed with the team members during a chartering session held at the start of the contract term and at least once a year for the duration of the contract. Period- ic quality reviews will address project -related issues that may arise. As the Quality Assurance Officer, Ms. Anglin will provide regular feedback for continual improvement so that the City receives defensi- ble data and reports. Subconsultant Ninyo & Moore understand the City will establish a DBE goal for this contract if the project/task fund- ing uses federal funds. As a certified MBE, Ninyo & Moore is familiar with the goals of local municipalities and government agencies relative to the utilization of disadvantaged and minority-, woman-, and disabled veteran -owned business enterprises (D/M/W/DVBE). We are prepared to meet any DBE goal established by the City. © Ninyo & Moore I City of Santa Ana - (A2) Hazardous Material Surveys 105-00713 A2 I June 5, 2018 25F-205 RFP No. 18-043 A2 — Hazardous Materials Surveys d. Understanding of Need Buildings planned for renovation or demolition require an asbestos containing material (ACM) survey in accordance with the local SCAQMD Rule 1403 requirements, and the EPA National Emission Standards for Hazardous Air Pollutants (NESHAP) regulations for asbestos. A lead based paint (LBP) survey is performed to evaluate the applicability of the lead in construction standard Title 8 California Code of Regulations Section 1532.1 which applies to all construction work including renovation or demolition activities where an employee may be occupationally exposed to lead. The LBP survey is also performed to evaluate building materials to determine their specific disposal requirements. Other hazardous materials which may be present within structures and which may be affected by renovations or demolition activities must also be Inventoried. These materials require proper clean up, handling, and disposal in accordance with Universal Waste Rules. Methodology and our Anticipated Approach for Hazardous Material Surveying: Our extensive experience in providing hazardous material surveys has benefitted our current and past clients. Through that experience, Ninyo & Moore has developed an efficient approach to this work. Our approach is described as follows. Prior to conducting work at all project sites, Ninyo & Moore will review the building drawings and any available ACM, LBP, and hazardous materials survey reports in order to develop a specific asbestos and lead sampling work plan. Specific known information about the project structures will also be obtained by meetings with client (or others). If previous asbestos survey reports are older than five years, an updated survey report is required by and will be prepared in accordance with SCAQMD requirements. Existing survey documentation and laboratory analysis related to ACMs will be reviewed for compliance with the requirements outlined in SCAQMD Rule 1403 and the requirements and sampling protocol outlined by the California Division of Occupational Safety and Health and NESHAP. Lead inspections will be performed by X-Ray fluorescence (XRF) analysis and paint chip sampling analysis, as needed. Lead surveys will be performed in accordance with the California Department of Public Health and HUD lead inspection requirements. At the project sites found to have existing survey information that is inconclusive or inadequate, Ninyo & Moore will sample building materials suspected to be hazardous that will be impacted by renovation or demolition activities. We use field forms specifically designed for conducting hazardous materials surveys, and will coordinate field activities so that ACM, LBP, and other hazardous materials surveys can be conducted simultaneously within each project site to be surveyed. Other hazardous materials may include mercury, polychlorinated biphenyls (PCBs), refrigerants, chemicals, solvents, heating oils, hydraulic fluids, tritium -containing exit signs, etc. We understand that buildings may be occupied at the time of our surveys. For this reason, it is important to: 1) collect samples only when occupants are not present in the areas to be sampled; and 2) use non-destructive sampling techniques, wherever possible, to minimize the Impact to the areas sampled. For building demolition projects, or when requested, Ninyo & Moore will sample Inaccessible areas. His typically requires some level of destruction. We have conducted hazardous building materials surveys at numerous occupied facilities, and thoroughly understand the procedures that will minimize disruption to operations. Field work is performed in accordance with a site -specific health and safety plan prepared by Ninyo & Moore's Certififed Industrial Hygienist. The field team consists of a CAC or CSST performing the asbestos survey, and a CDPH LRC I/A or ST performing the LBP surveys. All samples are collected, managed, and transported in accordance with relevant local, state, and Ninyo & Moore I City of Santa Ana. (A2) Hazardous Material Surveys 1 05.00713 A2 I June 5, 2018 25F-206 RFP No. I M43 A2 — Hazardous Materials Surveys federal regulations, using Industry standard chain -of -custody procedures. All field activities are recorded on field forms designed by Ninyo & Moore for hazardous building materials surveys. Asbestos analysis is performed by an accredited laboratory in the National Voluntary Laboratory Accreditation Program for bulk asbestos fiber analysis. Lead surveys usinp, the portable XRF anaylzer, provide immediate results In milligrams per square centimeter (mg/cm ). Quality assurance or confirmation paint chip samples are collected in the field and analyzed by a laboratory that participates in the EPA National Lead Laboratory Accreditation Program. Sample results are reviewed by Ninyo & Moore personnel in accordance with our Quality Assurance Program which facilitates compliance with project performance standards, schedules, and budgets. This comprehensive program is outlined in our corporate Quality Assurance Program manual that describes specific quality control procedures to be used during projects. The program addresses data generation, management, and quality assessment guidelines for sampling and analysis procedures, as well as methods of abatement and corrective action. The hazardous building materials surveys provide Information on locations, quantities, and condition of the materials. Photographic documentation and site maps are used to easily identify the materials. The surveys can also be used as part of the construction contract documents so that contractors can estimate abatement costs. Hazardous building material surveys will be summarized into one deliverable document per project site or as requested by the City. The survey reports provide a descdtplon of the project site and buildings, document the project field procedures and results of the surveys including sampling descriptions, field drawn sample locations found to be either asbestos or lead containing, condition and estimated quantities of ACM and LBP, laboratory analytical reports and chain -of -custody documentation, photographic documentation, findings, and recommendations for abatement. Special Concerns: The City. should anticipate asbestos containing piping may be encountered in the subsurface during some demolition and reconstruction projects. It is very common for asbestos piping (trans- ite) to be found during excavation and grading activities. For abatement of uncovered subsurface transite piping, a specific Procedure 5 Plan is required in accordance with SCAQMD Rule 1403. Ninyo & Moore has in depth experience preparing the Procedure 5 Plans on a rapid schedule and works closely with the SCAQMD on finalizing these plans to mitigate construction delays. The City should also be aware of a Federal NESHAP regulatory requirement which is being en- forced by the SCAQMD. If one sample of a homogeneous material contains an asbestos content of greater than one tenth of 1 percent (>0.1 percent) but >1 percent, it cannot be identified as asbestos containing construction materials (ACCMs) unless confirmed by additional polarized light microscopy (PLM) point count analysis. If the initial PLM result is less than one percent, and PLM point count analysis is not performed, then the material is required to be treated as an ACM (>1 percent). There is great value to the City by performing the additional PLM point count analy- sis as needed based on preliminary results. For larger project sites, the City may consider having Ninyo & Moore prepare abatement bidding specification documents based on the results of the surveys. Surveys document all hazardous materials present (asbestos, lead, and universal wastes), but all hazardous materials may not be legally required to be removed from the structures. Providing contractors survey results without providing bidding specifications could results in unnecessary costs to the City. Ninyo & Moore is highly experienced in preparing these documents and provided them to the City on the repre- sented YMCA renovation project. ® Ninyo & Moore ) City of Santa Ana - (A2) Hazardous Malarial Surveys 1 05-00713 A2 I June 5, 2018 25F-207 RFP No. I M43 A2 — Hazardous Materfals Surveys e. Relevant Project Experience The following table lists projects Ninyo & Moore has completed within the last five years for public agencies similar in scope to that required In the RFP. Due to the page limitations stipulated In the RFP, we have included an abbreviated list. A complete project listing is available upon request. Burbank Unified School Asbestos and Lead Surveys for 3/2016 • Hauffe, Kurt (818) 7295500 District - Facilities HVAC replacement and Painting Services Projects; Abatement Monitoring Services; Environmental Uly of Beverly Hills Hazardous Building Materials On -going Survey; Lead Abatement Monitoring Services; Mold and Moisture Motahad, Mandana (310) 288-2866 City of Irvine Environmental Oversight and 1112016 Gipe, Gregg (949) 724.6000 Reporting; Abatement Monitoring Services' Limped Indoor Air Quality Study; Asbestos and Lead Demolition Surveys; Environmental Consulting Services City of'Lo. 9 Beech sbeatos an3 i�ad Bdsed Paint k7ltgoing . Surakds MenlYn purveys+AtafinentCtearanGe ) Setvtces City of Los Angeles Hazardous Material Analysis, 2/3/2017 Schull, Michael (213) 202-2700 Surveying and Monitoring Services on Public Park Property; Limited Asbestos and Lead Survey; Hexavalent Chromium Sampling and Abatement Monitoring Crtp al Norwalk _ EPironme`nfal S2mphng and 5Efi12017 : HlHrnarr;:Randy �562) $29 570Q Tgshn9 Serii es .,. City of Rancho Periodic Abatement Monitoring 11/15/2013 Stickney, Walter (909) 477 2740 Cucamonga Services and Clearance Inspections; Asbestos and Lead Survey city g1 Temple City Phase Ir=SA, MBMS Abetement Oti gcing Ijawdrth, Bnan (2�) 285 2171 s Spy AbateinentlRemetlfaUgn {: Cost E6tlmale"s, AN6mer'I 1Noriltodng Services, Hazefil. i - Bui(dtng Materials Surveys; ,.... County of Los Angeles, Hazardous Building Material _.. 8/15/2013 Kim, Jason (626) 458.5100 Dept. of Public Works Survey; Abatement Monitoring Services; Limited Asbestos and Lead Survey Fountain Valley,School Hazardous$i ildmg Material On.gofng Hastfe; l ie (714) 84' 325f. ,. Nlnyo & Moore I City of Santa Ana - (A2) Hazardous Material Surveys 105-00713 A2 I June 5, 2018 25F-208 RFP No. 18-043 A2— Hazardous Materials Surveys Irvine Unified School Environmental Consulting On -going Risberg, Linda (949) 936-5300 District Services . .:jadIcIj1Cbuncjl� ., . 1.0 i:' S*Nr, Ca iw]MA Sij rViw, Long Beach Unified Hazardous Building Material On -going Crane, Talltha (562) 997-7550 School District Surveys ..'. .1. ... ! 6_ � ... ........... A 16Allen; ' i �Conmi Consu ling i- J Los Angeles County Hazardous Building Material 12/27/2013 SavIskas, Robert (310) 915-7370 West Vector & Vector- Survey; Abatement Monitoring Borne Disease Control and Clearance Services; Methane District Study '2017 fjansportatlgaAuthQflfyaft Ild(hgl:Mdtefla_� ah Los Angeles World Environmental Consulting 6/30/2016 Ahmanson, J. D. (424) 62e-6507 Airports Services Norwalk -La Mirada Hazardous Material Consulting 7127/2019 Vazquez, Isela (562) 868-0431 Unified School District Services 0 C Asb&s tb'Qk_ _W—a d-1 t` 61 d, 6 C rana Marta 00R rk, 'R Orange County Public v Hazardous Materials Services; On -going ... .... .. . lldball, Barbara (714) 667-4929 Works Limited Asbestos Sampling (714 2 454' ing. Port of Long Beach Hazardous Building Materials 6118/2018 Boyd, Kim (562) 263-7850 Survey Fti"verside Gaunly1iPhasATand11 421 11201 Mar .... J: A Santa Monica - Malibu Abatement Monitoring Services; On -going Khadem, Kay (818) 943-3844 Unified School District Hazardous Building Material Survey _8614 h Orange County "i"Peck "Oh'a"h" WastewatqtA State of California Hazardous Building Material 1212016 Wells, Tom (916) 376-1640 Department of General Survey and Abatement Services Specifications Ninyo & Moore I City of Santa Ana - (A2) Hazardous Material Surveys 05-00713 A2 I June 5, 2018 d. 19 69 .RFP:No..187043 A2 - Fia ' za Irqps-Matarials Sury6ys f' References City of Santa'And,'Y , MCA Building . Renovation Pr6jdct,'HiiirdbiJs Building Material Surveys, and Abiterrient Monit.6Hng arid Clearan6es Reliar'eincb:' Armando Fem6ndez; Clty�, a (7 1 1 4)-�4i-56 =lMaana.o_M ?9; AFer and The structures associated with the YMCA build- ing were constructed in 1923 and had not been, use The main n in use main build[ rep , r,t-' ,d d,,o.h6v6 666n_ occupied by,a hbinbelesspopula-- tkJ n for many years. S . M66 1099jthe main build- ing was listed 16 theMti'dntil Reglistef of Hisibri; 6ur6esi and - categorised. cal Res., as a "Landmark" b6cause'lit Isonb6. National register," Is on the state reglst&', "has historl6al/cultural slgnlii- 'Pande f6r-th6 City of.San - fa Ana,*`,ind ",has a unique. prchlte6turaF'' The sl' . City.of `S6nta Ana owned the structures and was entertaining the Idea ofselling the b I Ull . ding's,:A hazardous building material survey and associated abatement Was 'planned,beginning in 2015. Sus- pe t� A s universal wastes, and bird/roderit arid humah waste Were present r. � CM 6sent hr2ead containing iurface throughout most areas,of the main building. Buildings 6n,thb Orop4tyinclude:.Maln Building, ,a thie6--itory structure incip-ding a basement which occupies -'an' approximateI 44,460-square foot .(SF) area: Sputhwest Building, a'singie- stoN structure which,oc6upies an approximate 1,200-SF ar- ea; Concrete Block Building, 6'sirigld-story structure which 66cLiples an albproxiffiat.W750-SF area;. -i and Handball Courts, a single-storystructure which'o-ccuplesain approximate 2,000=SF area. The HBMS,ificluded a review of 6xistinob6zardous building material related documents forAhb site provided by the City of Santa Ana; performing ad asbestos survey, a lead survey, and performing a visual evaluation for the presence of Uhl'vbrgdl WaW'Rule hii6rd6us materials incldd!6g potential- ' mercury -containing tfi&mostats, switches, and fluorescent light t6liei; items -potentially containing 'PCBs; potential tritium or battery -containing exit signs; and ,potential Chlorofluoro6arbon-containing -refrigeration systems (in accordance with current standards and practices); and deliverable. reporting of,the'HBMS activities.,' Based on the results of'the HBMS, Ninyo & Moore, working very pfosely with the ,City of Santa Ana, participatedinthe Job_Pina-bid walk, resoorided fo"req'ueist for c'lar'ifi6 . afi , on from r,6nt ractorp�, -- and.,pre- pared abatementbiddingspeciiii , cations f6r,remov,al of haz,ard_o,us building materials (asbestos, lead, universal, and other wastes). The -specifications proAd6d dul&ln6s'arid instructions for the' general and abatement contractors to follow for the ,handling .of asbest6p', lead containing :materials, and mlsdelianeou_s hazardousbuilding'materials located within the site, stru6tbr6s. Because'of theexten- sive d4rnqqe of the structures, a SCAQ1VIDOrocedure 5 Plart Was needed and prepared by Ninyo & Moore. The abatement spe6ifications als'b needed to be rhifldful `6f thb - hlitorical preservation needs of the structures. N_l_ny6 & M66re'pbrfoiinbd'the:hazzirdoLis mate - dals-abatemeht 1ibriitM fig;sefvIces over 6'folur-month period. )J_6on r�celpt of d odumentatl6h from the abatement contractor, I Ninyo I o MoorI e DreDared the - haiardous4bat6men't closeout report, which summarized the abatement activities, die monitoring data, and clearances. 61V& Sdnt6 Ana w(Q Hkardous Materlhi Surveys 65-6o00A2'J:RhegJOIII i RFP No. 18-043 A2 —Hazardous Materials Surveys On -Call Services for the Orange County Great Park, Irvine, California Reference: Gregg Gipe, City of Irvine (949) 724-6000; ggipe@cityofirvine.org Ninyo & Moore provided on -call environmental services for the City of Irvine for their Orange County Great Park project. The former Marine Corps Air Station El Toro is being transformed into the Orange County Great Park a 'i located In the geographic center of Orange County. A project area spanning approximately 4,600 acres, with more than 200 acres developed and 688 acres in planning and design and fully funded, the Great Park master plan Includes recreation; competitive sports facilities and parkland; preserves the environment and Orange County s agricultural heritage; and honors the military history of the former air base. Future plans include a 188-acre golf course and golf practice facility and clubhouse, 71-acre agriculture component, a 40-acre Bosque area near the Trabuco entrance, 36-acre Upper Bee Canyon area and Improvements that will connect the Great Park to Irvine Boulevard, as well as the 178-acre Wildlife Corridor. Upon completion, the Orange County Great Park will join America's inventory of national treasures and set a new standard for great metropolitan parks around the world. Ninyo & Moore's on -call environmental support contract included providing environmental consulting, observation, monitoring, and reporting related to the demolition of existing structures and the construction of the Great Park by the developer who is currently developing 688 acres Into a sports park with 18 new soccer and multi -use fields, 25 tennis courts, 4 sports courts, 12 baseball/softball fields, and 5 sand volleyball courts. To date services have included the oversight of removal of non -recyclable, non -hazardous, and hazardous materials encountered during demolition and grading. We were expected to respond within 4 hours to assist with health and safety evaluations; identification, abatement, remediation, or legal disposal of contaminated soil, LBP, ACMs, underground tanks, drums, wastes, pipelines, and the litany of other materials that might have been used, abandoned, and not documented at a military facility of this type and vintage. In addition to environmental support, the project includes some geotechnical support. Ninyo & Moore has responded to more than 20 callouts and completed assessments; provided oversight during removal and disposal activities performed by the City's remediation contractor, performed confirmation sampling and clearances; and prepared closure reports for the sites. Ninyo & Moore is also assisted the City with negotiations with the developer and risk assessment support related to on site reuse of contaminated materials removed from the various demolition activities at the site. Ninyo & Moore I City of Santa Ana - (A2) Hazardous Material Surveys 1 05-00713 A2 I June 5. 2018 25F-211 RFP No. 18-043 A2—Hazardous Materials Surveys City of Temple City, Phase I and Phase II Environmental Site Assessments and Hazardous Building Materials Surveys Reference: Brian Haworth, City of Temple City (626) 285-2171; bhaworth@tempiecity.us proper removal and disposal of hazardous building federal regulations. Ninyo & Moore performed a HBMS, a Phase I Environmental Site Assessment (ESA), and a Phase II ESA for a previ- ously -occupied mortuary property and four apartment structures within the City of Temple City. The HBMS followed EPA and HUD guidelines and based on the survey re- sults, Ninyo & Moore prepared hazard- ous building material abatement specifl- cations for the City of Temple City to use as bid documents for upcoming work practices and required regulations for the materials in accordance with local, state, and The Phase I ESA was performed in accordance with the current ASTM International (ASTM) Standard Practice for Environmental Site Assessments on Commercial Real Estate E 1527, the objective of the Phase I ESA was to identify, to the extent feasible pursuant to the process described in the current ASTM Practice E 1527, recognized environmental conditions (RECs), which are defined by ASTM as "the presence or likely presence of any hazardous substances or petroleum products on a property under conditions that indicate an existing release, a past release, or a material threat of a release of any hazardous substances or petroleum products into structures on the property or into the ground, ground water, or surface water of the property." Although no RECs were Identified, based on the results of the Phase I ESA, the City requested a Phase II ESA to address some identified potential issues related to lead in soil. Ninyo & Moore performed the Phase II ESA and the City successfully purchased the property. ® Ninyo & Moore I City of Santa Ana • (A2) Hazardous Material Surveys 1 05.00713 A2 I June 5, 2018 25F-212 RERDIIIG 2. Scope of Services and Schedule wpm RFP No. 18-043 A2 — Hazardous Materials Surveys 2. SCOPE OF SERVICES AND SCHEDULE SAMPLE PROPOSAL FOR A PRE -DEMOLITION HAZARDOUS MATERIALS SURVEY 2246 ORANGE AVENUE, SANTA ANA, CALIFORNIA The property at 2245 South Main Street is currently an Arco Gasoline Service Station with an open leaking underground storage tank (LUST) case. We discuss the steps to closure for this property should the City decide to purchase it In our Proposal No. 05-00713 Al for Environmental Site Assessments Services. Should the City decide to purchase this Arco property and demolish the existing structures, the scope, schedule, and fee for the pre -demolition hazardous building materials survey would be the same as that described below for the property at 2246 Orange Avenue. Ninyo & Moore assumes the City Intends to purchase the property at 2246 Orange Avenue for future use. We also assume the current structure (a single -story residential structure) will be abandoned. Based on the assumed planned purchase of the property, Ninyo & Moore would recommend the performance of a Phase I ESA In accordance with the current ASTM E 1527 standard and the EPA's All Appropriate Inquiry as a preliminary step. Ninyo & Moore is providing our qualifications to the City under our Proposal No. 05-00713 Al for Environmental Site Assessments Services. If Ninyo & Moore is retained to perform services under both contracts, the City would benefit with the cost savings associated with us using cross -trained personnel to perform both services (one site visit) and other savings associated with efficiency of one team on the project. Our proposed scope of services to perform a pre -demolition hazardous building materials survey of the structures associated with 2246 Orange Avenue Includes the following: Ninyo & Moore personnel will comply with health and safety requirements noted in our site speck Health & Safety Plan prepared by Ninyo & Moore's CIH. Inspectors will wear the required personal protective equipment including hard hats, work boots, safety glasses, and respirators (as needed). A CAC whom is also certified as a CDPH LRC I/A will review any provided structural building drawings and asbestos and lead survey reports for accuracy and completeness and a preliminary sampling plan will be developed. For our separate cost proposal we assume no previous reports are available for review. A CAC or CSST will survey interior and exterior areas of the structure in order to assess homogeneous areas and suspected ACMs in accordance with local, state, and federal requirements for asbestos surveys. Bulk samples of suspected ACMs will be collected from the structure. Analysis by the EPA recommended method of PLM will be performed on the samples by an independent, subcontracted laboratory certified by the National Voluntary Laboratories Accreditation Program. Samples may require additional PLM 1,000 point count analysis. For our separate cost proposal we assume no samples will require additional PLM 1000 point count analysis. Accessible painted surfaces of Interior and exterior areas of the structures will be screened for lead content with an XRF analyzer by a CDPH LRC I/A or ST. The XRF will be operated in accordance with the Performance Characteristic Sheet associated with the instrument. The survey of the painted surfaces will be patterned after the HUD guidelines inspection protocol. In every "room equivalent" within the tested area, one representative surface of each "testing combination" will be sampled. Other non -painted surfaces which often contain lead (e.g„ ceramic tile, porcelain fixtures) will also be tested. ® Nlnyo & Moore I City of Santa Ana - (A2) Hazardous Material Surveys 1 05-00713 A2 I June 5, 2018 25F-214 RFP No. 18.043 A2—Hazardous Materials Surveys Photographic documentation of sampling locations and materials will be collected. A visual assessment and quantification of miscellaneous hazardous materials Including universal wastes will be performed. Wastes include potentlaliy mercury -containing switches, polychlorinated biphenyls containing light ballasts and switches, fluorescent light tubes, FreonTm-containing refrigeration systems, tritium containing exit signs, and batteries and/or battery -containing equipment that may be potentially affected by the demolition activities. A survey report will be prepared. The report will provide a descritpion of the project site and buidings, document the project field procedures and results of the surveys including sampling descriptions, field drawn locations of samples collected which were found to be either asbestos or lead containing, condition and estimated quantities of ACM and LBP, laboratory analytical reports and chain -of -custody documentation, photographic documentation, findings, and recommendations for abatement. SCHEDULE Ninyo & Moore's proposed schedule to perform a hazardous building materials survey of the structures associated with 2246 Orange Avenue Includes the following: Review provided documentation (building drawings, previous survey 2 days Db�+.4E�:pi�irrt-€n2 �h,Spltf�9pi�n�:, �ftf •- Field Inspections for Hazardous Building Materials Survey 1 day XtsGestos LaboTatq)yAElpiy615, .. r: fi f8y ,' <...a ' ^ 9 Deliverable Hazardous Material Survey Report 1 week Ninyo & Moore I City of Santa Ana - (A2) Hazardous Material Surveys 1 05-00713 A2 I June 5, 2018 25F-215 f'rr 3 fee'Noposal ig Al '� '� { f' >• st"r'1 Y v§ 3 .� � '2 j f S ' S�$I d •� ` 44iVJ li i�2,!!C �j' ME� a �-i?.E{r'i3w.� ' RFP;Na. 18-043 A2 — Hazardous_Matedals Surveys 3. FEE PROPOSAL As required in the RFP, we are providing our fee schedule and our fee proposal associated with the project described in Section 2 in a separate, sealed envelope. ® Nlnyo & Moore I City of Santa Ana -IA2j Hazardous Material, Surveys 1 05-60713 A2'I June 5, 2018 25F-217 RFP No. 18-043 A2—Hazardous Materials Surveys Page Intentionally Left Blank ® Ninyo & Moore I City of Santa Ana - (A2) Hazardous Material Surveys 1 05-00713 A2 I June 5, 2018 25F-218 ''aye s ii r^I r,� �/ Ik7 t+�i. i�dyy�'a4 i k ��s , w^ a .- - , •i W¢'Sj 4 -Certifications . �� � f s_b � �y✓ ; _ r q zi_a fo • b "ii44���� :d.rrV'A RFP No. No® 18-043-043 A2—Hazardous Materials Surveys 4. CERTIFICATIONS As required in the RFP, we are providing the following forms in Appendix B of this submittal: • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification ® Ninyo & Moore I City of Santa Ana - (A2) Hazardous Material Surveys 1 05-00713 A2 I June 5, 2015 25F-220 W Appendix A 25F-221 Anthony J. Lizzi, Contract Manager EDUCATION MS, Geology (Hydrogeology), 2007, California State University, Fullerton BS, Geology,1986, Concordia Univer- sity Pure and Applied Sciences,1984, Vanier College REGISTRATIONS/ CERTIFICATIONS PG 7328 (California) CHG 799 (California) Hazardous Materials Management OSHA40-hour Hazardous Waste Operations and Emergency Response (HAZWOPER) with annual 8-hour refreshers OSHA 8-hour HAZWOPER Site Supervisor Training SARA Title III Experience Confined Space Entry Training PROFESSIONAL AFFILIATIONS PG, CHG Mr. Anthony Lizzi is a Principal Geologist and a registered geologist and certified hydrogeologist with a professional career that spans more than 28 years in the areas of site assessment and remediation and groundwater resource analysis. He is an experienced geologist specializing in conducting soil and groundwater investigations of complex sites impacted by soil, soil gas and groundwater contamination, imple- menting soil and groundwater remediation, preparation and implementation of soil removaVremedial action, and groundwater resource analysis. Mr. Lizzi is responsible for senior technical review of all environmental soil and groundwater documents. As a program manager, he is also experienced in interacting with regulatory,agencies (city, county, state agencies [SWRC8 and DTSC]) on behalf of clients to assist the agencies to understand the type of impact, and full extent of the contaminant release. to expedite the approval of remedial plans, cleanup process and obtain a no further action letter. EXPERIENCE City of Irvine, On -Call Services for the Orange County Great Park, Irvine, Cali- fornia: Technical Advisor for this on -call environmental support contract. The former Marine Corps Air Station El Toro is being transformed into the Orange County Great Park. A project area spanning approximately 4,600 acres, with more than 200 acres developed and 688 acres in planning and design and fully funded, the Great Park master plan includes recreation; competitive sports facilities and parkland; preserves the environment and Orange County's agricultural heritage; and honors the military history of the former air base. To date services have included the oversight of remov- al of non -recyclable, non -hazardous, and hazardous materials encountered during demolition and grading, identification of hazardous materials used in the construction of buildings such as asbestos, PCBs, and lead -based paint, small scale removal and/ or abatement of asbestos -containing materials and lead -based paint from structures scheduled for demolition or renovation, provided oversight during removal and dis- posal activities performed by the City's remediation contractor; performed confirma- tion sampling, and prepared closure reports. City of Brea,.The Tracks at Brea, Brea, California: Principal -In -Charge for this proj- ect which involved preparation of remedial action plans (RAPS) for two sites identified with shallow arsenic contamination along the approximately 3.5-mile dual -tread pe- destrian and bicycle trail to be developed along a railroad corridor utilizing abandoned railroad rights -of -way and other properties. A Mitigated Negative Declaration and a Phase I and Phase II Environmental Site Assessments (ESAs) have been complet- ed for the sites. The RAPS were developed based on the results of Phase 11 ESAs performed at the two sites. The RAPS Included relevant figures and maps depicting the results of the Phase 11 ESAs and implementation of the selected remedial action.. The RAPS were approved by the Orange County Health Care Agency (OCHCA) for implementation. National Groundwater Association City of Los Angeles Department of Recreation and Parks, On -Call Environmen- tal Consulting Services Contract Los Angeles, California: Principal Geologist for technical teview of environmental documents including work plans and Phase ll Envi- ronmental Site Assessments (ESAs) for conducting environmental site assessments, identification of hazardous building materials, and supervised the surface sampling Anthony J. Lint, PG, CHG, Contract Manager I Mnyo&Moore I Geotechniral& Environmental Sciences Consultants 25F-222 Anthony I Lizzi Contract Manager at 56 various City parks for presence of lead in soil. Mr. Lizzi Is responsible for client interaction, and has extensive technical and practical experience in all aspects of assessing surface and subsurface geology, geochemistry, and contamination of soil, soil vapor, and groundwater. Los Angeles Department of Water and Power (LADWP), On -Cali Environmental Consulting Services Contract Los An. gelds, California: Nnclpal Geologist for environmental projects such as Phase I and Phase II ESAs for this on -call contract at various sites throughout the LADWP footprint. Reviewed Phase I ESA reports on numerous sites in Southern California ranging from vacant, undeveloped land to industrial properties. Managed the Phase II ESA field activities at numerous LADWP sites for soil, soil gas, and groundwater investigations. Performed senior review of technical documents. City of Colton, Guyaux Landfill, Phase it Work Plan, Colton, California: Principal Geologist managed the preparation of a Phase I ESA, Phase 11 Work Plan and Phase II ESA implementation at a waste disposal site (WDS) measuring 4 acres to charac- terize and delineate the lateral and vertical extent of the wastes, including additional Investigation of previously Identified °hot spot° areas of 'soil' containing elevated lead concentrations. The work plan and the results of the Phase If ESA will be used to assist with evaluating whether the WDS can be capped/covered so the City can construct a 29-acre soccer complex and community park. Port of Long Beach, On -Call Environmental Consulting Services Contract: Under the new, three -year -term contract, Mr. Llzzl Is the Principal Geologist for the environmental services being performed in the areas of, but not limited to, Identification of hazardous materials used in the construction of buildings and appurtenance, including, but not limited to, asbestos containing materials, PCBs, and lead -based paint, or stored within or outside of any facilities; physical and chemical sampling and analyses for detection and delineation of surface and subsurface contamination of soil and groundwater; and small scale removal and/or abatement of asbestos containing materials and lead -based paint from structures scheduled for demolition or renovation. Anaheim Union High School District, Proposed School, Anaheim, California: Technical Advisor for a PEA of the West Lincoln Avenue properties site along West Lincoln Avenue and North Ohio Street in Anaheim, California. The school district is considering obtaining the site, which Is adjacent to the Anaheim High School. In general, land use in the vicinity of the site is primarily commercial and residential, and records Indicated several of the current structures present since at least 1927. Ninyo & Moore's Phase I ESA identified some potential historical environmental issues including: former gasoline stations; and potential lead based paint and organochlorine pesticides. Ninyo & Moore designed sampling and analyses for these Issues In a PEA work plan approved by the Department of Toxic Substances Control (DTSC) and performed the PEk During the PEA, Ninyo & Moore conducted the soil and soil gas sampling in accordance with the PEA work plan, which followed the most current DTSC guidance documents. The field work included collecting over 400 X-Ray florescence (XRF) readings and soil sampling results surrounding the historic site buildings. The results of the PEA have been presented to, and approved by, the DTSC. The PEA includes a health risk screening evaluation of COPCs detected in the shallow soil. We are assisting the school district with obtaining the School Cleanup Agreement with the DTSC which will proceed with the preparation of the Removal Action Work plan. California Department of General Services, Phase II Subsurface Investigation, Hollywood, California. Project manager for a Phase II subsurface Investigation at a downtown parcel to assess recognized environmental conditions, Managing development of a field sampling and analysis program to evaluate the nature of any hazardous materials or substances that may be present in soil, soil gas, and groundwater at the subject site. Anthony J. Lizzi, PG, CHG, Contract Abnaper I Mnyo&Moore I Geotechnical& EMonmentel Seances Consultants 25F-223 Nancy Anglin, REM Quality Assurance Officer EDUCATION B.S., Geological Engineering, Queen's University, Kingston Graduate Studies, Civil Engineering, University of New Brunswick REGISTRATIONS/ CERTIFICATIONS National Registry of Environmental Professionals, Registered Environ- mental Manager OSHA 40-hour HAZWOPER with annual 8-hour refreshers OSHA 8-hour HAZWOPER Site Su- pervisor Training OSHA 24-hour First Responder Oper- ations Level OSHA Excavation Competent Person Certification Confined Space Entry Training First Aid and CPR Training PROFESSIONAL AFFILIATIONS WTS International Ms. Anglin is a Principal Engineer and the local Environmental Division Manager for Ninyo & Moore. She is responsible for the day -today operation of this division. Ms. Anglin has developed and implemented quality assurance programs throughout her career. Ms..Anglin's other professional experience includes acting as Contract or Project Manager for a number of Ninyo & Moore's on -call contracts. Her technical experience includes investigations of proposed construction projects for waste management and worker safety requirements and evaluating properties proposed for acquisition to determine the environmental liability the purchaser may be acquiring along with the property. She prepares soil/groundwater management plans and other environmental plans needed for construction projects involving contaminated sites. She prepares bid plans and specifications to provide to the contractors performing the construction activities on contaminated projects and responds to requests for Information (RFIs). EXPERIENCE City of Santa Ana, YMCA Building Renovation Project, Santa Ana, California: Ms. Anglin was the Quality Assurance Officer for the work related to the YMCA build- ing renovation project. a structure that has been vacant for over a decade. An initial hazardous building material survey was performed on the 45,000 square -foot struc- ture, which is considered an historic landmark. Findings included damaged asbestos, lead paint, universal wastes, and biological waste contamination. Reviewed a haz- ardous building survey report, abatement specifications, and oversight of abatement monitoring and clearance services. Ms. Anglin confirmed that appropriately licensed and trained personnel supported the project and reviewed all project deliverables to confirm quality. City of Irvine, On -Call Services for the Orange County Great Park, Irvine, Cal- ifornia: Quality Assurance Officer for this on -call environmental support con- tract. The former Marine Corps Air Station El Toro is being transformed into the Orange County Great Park in the geographic center of Orange County. A project area span- ning approximately 4,600 acres, with more than 200 acres developed and 688 acres in planning and design and fully funded, the park master plan includes recreation; competitive sports facilities and parkland; preserves the environment and Orange County's agricultural heritage; and honors the military history of the former air base. To date services have included the oversight of removal of non -recyclable, nonhaz- ardous, and hazardous materials encountered during demolition and grading. Ninyo & Moore Is expected to respond to environmental requests within 4 hours. Typical requests include: health and safety evaluations; identification, abatement, remedi- ation, or legal disposal of contaminated soil, lead based paint, asbestos -containing materials, underground tanks, drums, wastes, pipelines, and other materials that might have been used, abandoned, and not documented at a military facility of this type and vintage. Ninyo & Moore has responded to more than 15 callouts to -date and completed assessments; provided oversight during removal.and disposal activities performed by the City's remediation contractor; performed confirmation sampling and clearances; and prepared closure reports. Ninyo & Moore is,also assisting the City with negotiations with the developer and providing risk assessment support related to on site reuse of contaminated materials removed during the various demolition activities at the site. Nancy Anglin, REM, Quality Assurance Officer l Kinyo&Moore I Geolechaieal& Environmental Sciences Consultants 25F-224 Nancy .Anglin Quality Assurance Officer City of Laguna Beach, Water Tank Ravine Burrc•Site Remediation, Laguna Beach, California: Served as Quality Assur- ance Officer for our environmental consulting services to the City in support of the remedlation and restoration of primaryand secondary.burn sites situated in a ravine that is located in a designated open space area, Previous waste characterization was deficient and a supplemental assessment was conducted that successfully characterized and delineated bum ad wastes. A Remedial Action Plan (RAP) was prepared that recommended the following: clean closure based on the City's desire to discon- tinue monitoring the burn site; requirements to remove the temporary shotcrete/energy dissipater constructed to reduce move- ment of wastes downstream within the drainage channel; site conditions consisting of steep slopes with the thickest' wastes located within the drainage channel making it difficult to maintain an adequate cap/cover, and the ideation a cid size of the but site. The RAP Included a Waste Management Plan, Field Sampling and Analysis Plan, Quality AssurancelQuallty.Control Plan, and Site Health and Community Health and Safety Plan, Provided consulting and coordination services to other City contrac, tors that Involved preparing remedial action specifications, construction analysis and restoration plans for removing wastes, and confirming wastes had been adequately removed. Community outreach was particularly important, due, to the proximity of a school site and adjacent residences, Required permits were obtained, and then evaluated and acquired pre -approval let- ters for.disposal of various waste streams to appropriate waste"disposal facilities based on in -situ testing of the wastes during previous assessments. Under the direction of Ninyo & Moore, the waste removal action was performed and .Clean Closure was granted to the City by'the Regional Water Quality Control Board (RWQCB) and the Local Enforcement Agency (LEA). AUHSO, Proposed School, Anaheim, Callfomla:,Provided quality assurance and document review for a Phase I Environ- mental Site Assessment (ESA) and Preliminary Endangerment'Assessment (PEA) of the West Lincoln Avenue Properties. along West Lincoln Avenue and North Ohio Street in Anaheim, California, The school district was considering obtaining the site, which is adjacent to the Anaheim High School. In general,'land use in the vicinity of the site Is primarily commarcial and residential, and records Indicated several of the current structures present since at least 1927, The Phase I ESA identified some potential historical environmental issues, Including former gasoline stations and potential lead based paint and organochlorine pesticides (OCPs), which Ninyo & Moore designed a sampling and analyses plan for during the PEA. The plan was approved by the Department of Toxic Substances Control (DTSC). The ;PEA was performed and included a health risk screening evaluation of chemicals of potential concern (COPCs) detected in the shallow soil. We also assisted the school district with obtaining the School Cleanup Agreement with the DiSC, and will proceed with the preparation of the Removal Action Work Plan (RAW). City of Temple City, Various Projects, Temple City, California: Acted as Quality Assurance Officer supporting appro- priate staffing and deliverable reviews for project activities whloh included hazardous building material, surveys for up- coming demolition of a previous mortuary and four apartment buildings as the city was planning to purchase these proper- ties. Asbestos and lead surveys were performed, Including developing an inventory of universal waste materials. Abatement bidding specifications were prepared for,the "mortuary; including supporting the City with a pre -bid job walk for abate- ment and demolition contractors. Abatement monitoring services were performed for the mortuary, "including close= out report documentation. Abatement monitoring services for the four apartment.bulidings is planned for Summer, 2018. City of Los Angeles Bureau of Engineoring, Multiple On -Call Geotechnicai and Environmental Engineering Services Contracts, Los Angeles, California: Ms. Anglin serves 'as ,the Quality Assurance Officer for both the environmental services portions of these 'on -call agreements with the Bureau of Engineering. 'Under the environmental portion of these contracts, Ninyo & Moore mainly provides 'Phase t ESAs,'Pliase II ESAs, methane surveys, groundwater monitoring and sampling, remedlation feasibility studies, and remedial action planning, In her role as Quality Assurance Officer, Ms._ Anglin ensures the tasks are staffed with appropriately licensed and experienced personnel, appropriate testing is, performed by Slate Certified laboratories, and ensures deliverables are reviewed by the Professional -In Charge of the work. Nancy Anglin, aEM, Quality Assurance Officer I MnyoB_Moore I Geatechnicel&Ewonmenlel Sciences Consoltents 2 25F-225 Stephen J, Waide, CIH,CSP, CMc, CIEC Health & Safety Officer lasrb`I170 B.S., Occupational Safety and Health, 1989, California State University B.S., School and Community Health, 1987 California State University REGISTRATIONS/ CERTIFICATIONS American Board of Industrial Hygiene in Comprehensive Practice, CIH No. CP7005 Board of'Certilied Safety Professionals in Comprehensive Practice, CSP No. 15352 American Indoor Air Quality Council, Certified Microbial Consultant, CMC No. 0608087 American Indoor Air Quality Council as a Certified Indoor Environmental Consultant, CIEC No. 01 11042 PROFESSIONAL AFFILIATIONS American Board of Industrial Hygiene American Indoor Air Quality Council American Industrial Hygiene Association American Society of Safety Engineers Board of Certified Safety Professionals Mr. Waide is a Principal Environmental Scientist at Ninyo & Moore and is the company's Corporate Health and Safety Director. He has extensive experience in the development and implementation of industrial hygiene, health physics, and industrial safety programs. His background encompasses _projects within private industry- and government -funded ,environmental projects such as large-scale remedial investigations, waste.characlerization programs, and remedial actions. He has extensive project management experience in the design of Industrial hygiene Programs;, asbestos and lead surveys, abatement, and abatement oversight; mold/ microbial testing and risk assessments; indoor air quality investigations; radiological . characterization and remediation; hazardous waste site activities; emergency response planning; and designing and implementing hearing conservation and respiratory protection programs. Mr. Waide is highly knowledgeable in all forms of industrial hygiene, Industrial safety, and health physics program development. He currently manages a team of Industrial hygienistsand construction safety professionals who specialize in asbestos, lead, mold/microbial, and indoor air quality (IAQ) issues. EXPERIENCE City of Santa Ana, YMCA Building Renovation Project, Santa Ana, California: Mr. Waide has been performed project oversight on all health and safety aspects of the work related to the YMCA building renovation project. a structure that has been vacant for over a decade. An initial hazardous building material survey was performed on the 45,000 square -foot structure, which is considered an historic landmark. Findings included damaged asbestos, lead paint, universal wastes, and biological waste contamination. Reviewed a hazardous building survey report, abatement specifications, and oversight of abatement monitoring and clearance services. Mr. Waide oversaw the abatement monitoring needs for a 4-month duration. City of Temple City, Various Projects, Temple City, California: As the Project CIH, oversaw hazardous building material surveys for upcoming demolition of a previous mortuary and four apartment buildings as the city was planning to purchase these properties. Asbestos and lead surveys were performed, including developing an inventory of universal waste materials. Abatement bidding specifications were prepared for the mortuary, including supporting the City with a pre -bid job walk for abatement and demo contractors. Abatement monitoring services were performed for the mortuary, including closeout report documentation. Abatement monitoring .services for the four apartment buildings is planned for Summer,.2018. City of Irvine, On -Call Services for the Orange County Great Park, Irvine, California: As the Project CIH, directed hazardous building material surveys and abatement monitoring services in preparation for demolition'of various commercial structures in support of planned redevelopment, of the property.. Asbestos and lead surveys were performed, including developing an °inventory of universal waste materials. In addition, specific abatement plans were prepared,for the City in order to address sub -surface asbestos piping abatement. A procedure.5 plan was prepared in accordance with the local South Coast Air Quality Management District Rule 1403 requirements. Abatement monitoring and clearance services was performed, for the hazardous materials identified by our surveys and closeout report preparation for each structure or sub -surface abatement location. Stephen J. Waide, CIN, CSP, CMC, CIEC, Health & Safety officer I Ninyo & Moore I Geotechnioal & Environmental Sciences consultants 25F-226 Stephen J., Waide Heath. & Safety Officer City of Bevedy Hills, As -Needed Environmental Consulting and Materials, Beverly Hills, California: As ProjectCIH, currently oversees environmental surveys Including asbestos and lead -based paint surveys'for renovations and demolitions, including abatement monitoring and clearance Inspections. In addition, various mold and molsture evaluations'have been performed. Surveys, monitoring, and mold evaluations were performed for at least 12 facilities including public libraries; community center buildings, commercial office buildings,'and historic public park "structures. City of Long Beach As -Needed Environmental Consulting and Materials Testing and Inspection Services, Long Beach, California: Mr. Walde has overseen, environmental surveys Including asbestos and lead -based paint surveys, abatement: monitoring, air quality, and ernrl onmental'sampling and testing for the City of Long Beach under an as -needed contract. Various structures_ include beach restrooms and lifeguard buiidings,,city buildings, public park structures, community'buildings, and librades,. City of Los Angeles Bureau of Engineering, Multiple On -Call Geotechnical and Environmental Engineering Services Contracts, Los Angeles, California: Mr. Waide serves as Health and Safety Oflicer for both the geotechnical and ilia environmental services portions of these on -call agreements with the Bureau of Engineering. Under the environmental portion of these contracts, Ninyo $ Moore mainly provides Phase I Environmental Site Assessments (ESAs), Phase'II ESAs, methane surveys,• groundwater monitoring and sampling, remedation feasibility studies, and remedial action planning, in his role as Health and Safety Officer, Mr. Waldo provides technical support in the'fields of industrial hygiene and construction safety to the Contract Manager, Task Managers, and support staff. Mr. Waldo also provides senior level review of documents providing waste and Worker safety recommendations relating to environmental issues on proposed construction sites. County of Los Angeles'Department of Public Works, As -Needed Environmental Services Contracts, Los Angeles County, California: Mr. Walde served as Health and Safety Officer for this multiple award, on -call contract for various sites throughout Los Angeles County, Projects included evaluation of asbestos, lead, and mold; underground storage tanks (USTs); hazardous materials and wastes; former landfllls; and other contaminants Inlon building materials, soil, groundwater, and air. Typical projects included.the preparation of assessment reports, plans, drawings and cost estimates for abatement, remediation, and disposal of contaminants, and many Included providing bidding/construction support, abatement monitoring, and site closures. Mr. Waide's role on the Helen Keller Park project included addressing client and public concerns with exposure to asbestos and other on -site contaminants associated with the park remodeling project (historic landfill, Solid Waste Assessment Test [SWAT] analysis, Phase I ESA, methane mitigation design, hazardous building materials, geotechnical, etc.). step6n J. Waide, CIH, COP, CMC, CIEe, Health & Safety CFllcer 1. Wye & Moore I G6Waikal & Environmental Scenes Cortsultents 25F-227 Michael Sr Cushner, CAC, LRC I/A and PM Project Manager EDUCATION B.S., Management,1986, Widener University REGISTRATIONS/ CERTIFICATIONS CAIDOSH Certified Asbestos Consul- tant No.11.4711 CDPH Lead -Related Construction Inspector/Assessor No.16953 CDPH Lead -Related Construction Project Monitor No.16953 NIOSH 582 Equivalency Course Mold— Indoor Air Quality Course OSHA 40-hour HAZWOPER w/ annual 8-hour refreshers OSHA 8-hour HAZWOPER Site Su- pervisor Training Mr. Michael Cushner Is A Senior Project Environmental Scientist and Is responsible for the project coordination and technical thoroughness of our local Environmental Division's asbestos and lead inspection surveys, abatement monitoring oversight, mold and moisture evaluations, and other hazardous materials surveys. He directs these projects, including supporting Cities, large construction projects, highway improvements, commercial and industrial buildings, K-12 school districts, and community college districts. In addition to leading a team of Industrial hygienists, Mr. Cushner reviews technical reports, provides hazardous building material abatement recommendations, prepares abatement bidding and work plan specification documents, assists clients with contractor selection and pre -bid job walk support, and Is the main client point of contact for this work. EXPERIENCE City of Santa Ana, YMCA Building Renovation Project, Santa Ana, California: Mr. Cushner performed project management from 2015 through 2017 on all aspects of the work related to the YMCA building renovation project, The 45,000 square foot structure has been vacant for over a decade. An initial hazardous building material survey was performed for the structure, which is considered a historic landmark. Findings Included damaged asbestos, lead paint,. universal wastes, and biological waste contamination, Completed tasks Included providing a current hazardous building material survey and report, preparation of abatement bidding specification documents, preparation of an estimated cost of abatement document, assisted the City of Santa Ana with hosting a job walk for the needed abatement, preparation of a South Coast Air quality management district procedure 5 plan, provided abatement monitoring and clearance services over a 4-month duration, and preparation of an abatement closeout report. City of Temple City, Various Projects, Temple City, California: As Project Manager, directed hazardous building material surveys for upcoming demolition of a previous mortuary and four apartment buildings as the city was planning to purchase these properties. Asbestos and lead surveys were performed, including developing an inventory of universal waste materials. Abatement bidding specifications were prepared for the mortuary, Including supporting the City with a pre -bid job walk for abatement and demolition contractors. Abatement monitoring services were performed for the mortuary, including closeout report documentation. Abatement monitoring services for the four apartment buildings Is planned for Summer, 201 B. City of Irvine, Orange County Great Park, Irvine, California: As Project Manager, directed hazardous building material surveys and abatement monitoring services of various commercial structures In support property redevelopment. The surveys were performed, including developing an Inventory of universal waste materials. In addition, specific abatement plans were prepared for the City in order to address sub -surface asbestos piping abatement. A Procedure 5 Plan was prepared in accordance with the local South Coast Air Quality Management District Rule 1403 requirements, Abatement monitoring and clearance services was performed, for all hazardous materials documented to be present from our surveys, and closeout report preparation for each structure or subsurface abatement location. Michael S. Cushner, CAC, LRC VA and PM, Project Manager I Nlnyo & Moore I Geotedrdcal & Endrenmentd Sciences Consultants 25F-228 Michael S. Cushner Project Manager City of Beverly Hills, As -Needed Environmental Consulting and Materials, Beverly Hills, California: As Project Manager, currently performs environmental surveys including asbestos and lead -based paint surveys for renovations and demolitions, including abatement monitoring and clearance inspections. In addition, various mold and moisture evaluations have been performed. Surveys, monitoring, and mold evaluations were performed for at least 12 facilities Including public libraries, community center buildings, commercial office buildings, and historic public park structures, City of Long Beach As -Needed Environmental Consulting and Materials Testing and Inspection Services, Long Beach, California: Mr. Cushner has performed and directed oversight for environmental surveys including asbestos and lead -based paint surveys, abatement monitoring, air quality, and environmental sampling and testing for the City of Long Beach under an as -needed contract. Various structures Include beach restrooms and lifeguard buildings, city buildings, public park structures, community buildings, and libraries. Mlchad S. Cushner, CAC, LRC VA and PM, Project Manager I Ninyo & Moore I Geotechnleal & EnNronmenlal $dances Consubnts 25F-229 Appendix 0 25F-230 Appendix .ATTACHIVII.INT 3'1 i NO,N-COLLUSION AF]EIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7166) To the,C1TY OF SANTA AN A DEPARTMENT OF PUBLIC WORKS In accordance with Title.23 United States Code Section 112,and'Publie.Contract Code 7106 the BIl7DER declares that the bid is not made; in the interest of, or ombehalf of, any undisclosed person, parhtership,'coin paoy, association,. organization, or corporation; that die bid is genuine and not collusive or sham; that the BIDDER•has not directly or indirectly'hrduced or solicited any. otherBIDDER to put in a false or shim 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'. a*nyone shall refrain from bidding; that the BIDDER has riot in any manner, directly or indirectly, suught.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 ofthe bid price, or of that of any other,BIDDBR; or'to secure any advantage against the public body awarding the contract of anyone h6rested'in the proposed,00nimct; that all statetninis 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, parhiership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature oftlits Non -collusion -Afrid-avit: BIDDERS are cautioned that making a false cer leation may subject the cer ifier to criminal prosecution. .A Signed State of Calffo nfa W County off. Subscribed `and sworn to (or affirmed) before me on this ; &3 day of (Ma_ _y... 20j,$ by thng oL 1 z7 ; proved to me on.the basis of satisfactory evidence to be the persoin(s) who appeared before me; K L'INDA.CARGON Commission s 2138681 $ Notiry Public -California i 'Onin`Ds, Coonty - M Comm. Er if" Jan 2fi 2020 - No Public'Signature ci Public Seal Page A3-1 25F-231 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, thc entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grain, 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. Tine 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. & Moore Signed and Printed Name: Title Principal Geologist Date -June 5, 2018 City of Santa Ana RFP Page A3-2 25F-232 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP Page AM 25F-233 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title:, Principal Geologist Finn: Nitro &Moore Date: June 5, 2018 City of Santa Ana RFP Page A3-4 25F-234 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT 1. Local Agency: City of Santa Arta 2. Contract DBE Goal: TBD 3. Project Description: A2 -Hazardous Material Surveys 4. Project Location: VadOUS 5. Consultant's Name: Ninyo & Moore 6. Prime Certified DBE: ❑ 7. Total Contract Award Amount: $1,999.09 8. Total Dollar Amount for ALL Subconsultants: TBD 9. Total Number of ALL Subconsultants: TBD 10. Description of Work, Service, or Materials Supplied 11. DBE Certification Number 12. DBE Contact information 13. DBE Dollar Amount Subconsultant 1: IH Laboratory TBD ��, tibal Agency tt ComplefdLfils SaeOon ',' $TBD 20. Local Agency Contract Aum her 14. TOTAL CLAIMED DBE PARTICIPATION TBD % 21. Federal-Ald Project Number. 22. Contract Execution MIA - Local Agency cenlfias that all DBE certifications are valid and Information on IMPORTANT: Identify all DBE fins being claimed for credit, this form Is complete and accurate. regardless of tier. Written confirmation of each listed DBE Is required. W h91 0 8/3/2018 23. Local Agency Representative's Signature 24. Date Is. Preparers Biondi u 10. Date Anthony J. Lizzi, PG, CHG 949.753.7070 26. Local Agency Representative's Name 2S. Phone 17. Preparees Name 18. Phone Principal Geologist 27. Local Agency Representative's Title 19. Preparer's Title DISTRIBUTION: 1. Original — Local Agency 2. Copy— Caltrane District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract executlon may result in deabligation of federal funds on contract ADA Notice: For Individuals with sensory disab0111es, this document Is available In alternate formats. For Information call (916) 654-6410 or TOO (916) 054. 3080 or write Records and Forms Management, 1120 N StreeL MS-69, Sacramento, CA 05814. Page 1 of 2 July 23, 2015 25F-235 Local Assistance Procedures Manual Exldbit 10-02 Consultant Contract DBE Commitment INSTRUCTIONS — CONSULTANT CONTRACT DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc), 4. Project Location - Enter the project location as it appears on the project advertisement. 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant. 8. Total Dollar Amount for ALL_ Subconsultants — Enter the total dollar amount for all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 9. Total number of ALL subconsultants — Enter the total number of all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 10. Description of Work, Services, or Materials Supplied - tinter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100 % of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine bow to count the participation of DBE firms. 11. DBE Certification Number - Enter the DBE's Certification Identification Number, All DBEs must be certified on the date bids are opened. 12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided, Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 14. Total Claimed DBE Participation - $: Enter the total dollar amounts entered in the "DBE Dollar Amount" column. %: Enter the total DBE participation claimed ("Total Participation Dollars Claimed" divided by item "Total Contract Award Amount'. If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 15. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 16. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 17. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 18. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 19. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 20. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 21. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 22. Contract Execution Date - Enter the date the contract was executed. 23. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 25. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 26. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 27. Local Agency Representative Title - Enter the position/tifle of the Local Agency Representative certifying the consultant's DBE commitment form. Page 2 of 2 July 23, 2015 25F-236 ImlAphtanm Pm[admx Manxl bldhit WH EXHIBITB CoslPropoal IILNI McM9Dr19ARAT. e SPECIFIC RATE OF COMPENSATION (USE FOR ONIC ALL OR AS-NEEDm CONTRACT (CONSIRUCfION ENOM MING AND INSPECTION CONTRACTS) taet4rt.s+ealmtAm.m x Prime C0n5Wtant ❑Subconsultant Ind Tien Submasultent Cevmllavt Nirra&m a PmjmIN0. Ormrva. 1440 carlwallo. M�n^mmvdaGMA, Date 8/M018 F[b0vgea@4A07E + ge A57.00% ♦ OenelAdminbna6w41M- 145.00% Cmvblvx ledirtrtrGalRab Ot�U (-0%Vlwludrd bOM (-0%8l dJedla OM FOR%- 10% DOZING INFORMATION CALCULATION INFORMATION Namr/leb TitldClasdflcetlmr HomlyEillinallmxl Eftlivadateofbawlyrala AeaWmAvg. %ors I Hmelyrange-far SINfh[ Of(I.Sal OC(24 From To howlymhs imar0ac clnAaificWom mly Slcphm Waldo- f19434 I N/A WA 91WIM8 af31279 $72.11 $55.004110.00 Principal EagineedOeolofistI&Yironmealal Ecienda $200.17 NIA N/A 9/12019 W2 020 f74.27 3,00% 5206.17 NIA NIA 9/12020 8/312021 57630 3.071 NannyAngOn- $18399 NIA WA 9/12018 e512019 $6827 $55.004110A0 Principal Scientist 3189M NIA NA 9112019 $1312020 sm.32 3.00% $195.19 /A WA 9/I2020 8212021 172A3 3.00% Antbony3.4zx1- 517491 NIA N/A 9/12018 8212019 56 S 555.001$110.00 Prncipal Scimlirt $180.15 NIA N/A 9/12019 813 =0 $66b5 3% A0 185.56 NA NIA 9/l2MO 81312D21 S68R5 3.07E fahn`Jey"Itopeats 515936 NIA WA 9112018 8OIM19 $59.13 SSSAO.$I 10.00 Hi1cI0al Bnginee/OeologieUEnvharmmfel Sclmtiel $164.14 N/A WA 9112019 01=0 56090 300% 5169.D6 N/A NIA 9/1 020 8212021 562.73 ,07E Hcriban, Robks $296.45 WA NIA 9/l2018 8/312019 5110,00 f55.00d110.00 Principal Engineer/OeologieVEvviromomtal Scimdst 530534 WA NA 9/N2019 g212020 511330 3DW. $314450 N/A MIA 9112020 8212021 $116.70 3A7: Praad TMmmappa $158.06 NIA WA 9112018 V312019 $58.65 S50A0480.00 Sm gin San! SimOA 5162.90 N/A NA 9112019 BI312020 $60At 3.00 $161.80 WA N/A 9112020 8212021 36DA1 3.00% Gwell.M.d $142.94 WA N/A 91U2018 81312D19 S53.OD 15on0-jeD.00 Swim Bcimist 3147.12 NIA WA 9/1=9 1182020 $5439 3.DO% $147.12 NIA NIA 9112020 8012021 554.59 3,00% Travis Car. 5123.08 NIA WA 9/12018 g212019 545.67 S400"So.0 Seofm PmJem EngmmrfOer7loSisvFavimmowtalSdmtur 5126.77 WA NIA 9112019 g212D20 $47.01 3.005E $130.58 WA NIA 9/12020 8912021 $48.45 3.00Ya Michael Cualmw- E120.49 WA WA 9/I2018 8/312019 $44.7I 1140A0560,00 Swim PmjeetEg0. eV0wlo&vJV vbomneotalSelraliat $124.11 NIA WA 9H2O19 W 2020 546A5 3.00Y. $127R3 NIA NIA 9/12020 1 8/312021 S47A3 3.00% Penick CLllip $95.89 WA WA 9112018 012019 MIS S30W455.00 PmjcdEroncer/Om101doEtvbonawtal S.I tW 598.76 WA WA 9/12019 8/312020 536A 3A0% 1101.73 N/A NIA 9/l2020 aIR2021 537.75 3.005E 1)edaae Hevneodm $91.99 N/A WA 9112018 8/312019 $34.13 $25A0-$45.D0 Senior SlnOEngmaNOmlc8i51/Evvbnrimmtal 66m634 $94.74 N/A WA 9/1/2019 8/312020 535.15 3.00% 397.58 WA NIA 9/12020 8212021 S36211 3.00% Peter Ka;y $91.98 N/A WA 9/12018 8/312019 834.13 525.DO.S45.00 Scaiar3mffPngincv/OmbgisV!°nviroamwlal Sciendst 594.74 N/A WA 9/12019 9212020 $35.15 3.00% $9738 1 MA WA 9/12020 8I312021 53631 3.00% PedmRoddgu z 4fandez $9049 NIA WA 9/12018 8.P312019 $33.65 S]3.00 $45A0 Swim StafFE4newfGwklc OFmi[ovmndd Scimlist $93A1 WA WA 9112019 RO12020 $34.66 3AO% 59621 WA NIA 9112020 e/312021 1 $35.70 3.00% Demla Pee E8422 NIA WA 9/12018 8012019 $31.25 125.00.$45.00 SmimStaDFnginar/Grob¢at/Fnvimnmantal Selmdu IM.75 N/A WA 9/l2019 8/3120-10 $32.19 3A0% 389.35 N/A WA 9/12020 9512021 $33.15 3.00% David lCa0y SS422 WA WA 9/112018 81312019 13I25 $25DD-$45A0 Senior 3tetTHoEdaeetlGaoloefaVHrv:ronmmlel Monari S96.75 WA NIA 922019 8212020 $3119 1 $&935 NIA N/A 9/12020 851ITM1 f33.IS 3.00% $77.75 NIA NfA 9/12018 813I2019 $2g35 $20,00440.00 StaRFaglocer/OeubgiaVPaNran�lel Selwllat $80.08 WA WA 9112019 9/31=20 529.72 7A0% $82.49 WA N/A 9/1/2020 80111MI 530.61 7.00Y. Iln"Tan 566.73 WA NIA 9JI2018 arlino19 524.76 520.0044DAD Staff FoBlrnm/OwIo81a1/PavironmcnW Sclenlial 568.73 N/A NIA 9112019 82I2020 52530 3.00° $70.79 WA I N/A 1 9/12020 81312ml 15263] 7A7E Al- Haardous Materlak SeMeas AYBust 2018 25F-237 laml Asdrancn Praradurn Manwl (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Fhniblt50-R Cost Proposal NIXa Nvh®rav2bx NbM x Prime Consultant ❑Subconsuliant 2nd Tier Subconsullent OrauftW Nmp&Moore Pmfxt No, Tamaam Na A$ 3.1hmreadarnlerhh Dab moms Prial Eare014500% + 0,v6ad57A0% a Genaaal A6mundicn42.00%- 145.a0% GmbiaN lndbetl CnaRak RCR) (-o%Hlorla&iie Gt0 (-0%ff1a Ju&1ko3) PHH%- IOh BILLING INFORMATION CALCULATION INFORMATION Hemiymning Rates, E(I.Owdraodhourlyralo cm Ad m Avg. %5 $ Homlyron,.frr NmWlcb ThIclCiasdBcottm s $hmght GT(ISx) OIY3xJ Lhom To houriyates lecraese I clessiRetllow mty In.lnbma $112.70 N/A N/A 9/12018 821/2019 341.81 $30.WS60.00 (ITS $116.09 NIA N/A 9112019 8/312020 $43.07 3.00% 5119.57 N/A N/A 9/12D20 012021 $44,37 3.00% Gyula Kmkai $9433 $111.83 $12933 9112018 821/2019 $35.0C S2000345.00 Techmn118nerawiCAD Operator 597.13 $115.18 $13320 9112019 8/312020 $36.05 3.00e/ 5100.07 $118.64 $137.20 9112020 8212021 $37.13 3.00% Anni Krum $8739 $103,84 $120A9 9112018 8/312019 $3250 #OA0.545.00 Technical ➢IosnatodCAD Operaw $9022 5106.95 $123.69 9/12019 8/312020 533.48 3,00% $9292 $110.16 $127.40 9/12020 8/312021 WAS 3.00% J. Pcd1jwn $96.24 310224 $11824 9/12018 S/3I2019 $32.00 #0DO,S45.00 Techmam Blw=OdCAD Operator 588.83 $105JI $121.79 9112019 012020 $32.96 3.00% $91A9 $103.47 1 $125.44 9112020 1 813=21 1 W.93 3.W% Aicr Bala. S74.79 $88.66 $102.54 9112013 8212D19 527.75 #0.04845.00 Technical ➢lannaledCAD Operator S".03 $9132 5105.61 9112019 8212020 $2838 3.00% $7934 $94.06 SI08.78 9/12020 WIP1021 529 3.00% Carson $86.91 $103.04 5119.16 9/12018 8131 019 532.25 $l3.00-$4000 Data Prooniagrreehadcal PAtirdRepmdvc0on $89.52 SI06.13 $122.74 9112019 flO 12020 53312 340% $9221 310931 $126A2 9/12020 8/312021 $3411 3.00% Shama Chang 57950 $9415 Von 9112018 8/312D19 $29.50 $15A0440.00 Dam Precushlir➢echmcd B&Ong/Reprodudion 581.89 $97A8 SI1227 9112019 81312020 $3039 3.00% 58434 $9999 $115.64 9112020 8212021 531.30 3.00% Ocrddiw Oudoy $64.63 $76.68 Se3b8 9112018 8212019 ,$24.00 SI5.00340.00 Data Prowes gTahmeal EiitingMeproduciion $66.6-_ $78.98 $9134 9112019 W3112020 524.72 3A0% f68.63 I 58135 S94.08 9/1nmo I 8731111_01 1 11 J.00Sb Mary Hubaw $63.33 $75.09 $8613 9112013 82//2019 $2350 $15,00-340.00 DataProeemingTechnical ELNnB/Rcymduelion $65.23 $7733 U9A4 9112019 8912020 $2421 3,00% $67.19 $79.66 $92.12 9/12020 81312011 $24.93 3.00% DianeTdffet $6333 #5.08 $861i7 9112018 B/312019 #3.10 SU.00S4a.0O Dana Processingl➢echniml EditingRgrodumOou $6523 $7733 $99.44 9f12019 95 t1020 52411 3.00% $67.19 $79.66 592.12 9112020 minm1 #4.93 3.00% NOTES: 1. Kgpaammal vumbomaMtx4b en ealaih(�uN ovpbym �temruhlaeRfapmaiMaweRrrqukmrnb mmtbe ou3WwOh raw »krbb ��. ABmmmau mmpbvhb0xPdrnl malprmcpia Subwmaaenb wl0 pi^vldodzSave ronpropor^Ic 2. 7Lomrrpmpoui formuaheove46ermeMed. 3. BV1"mg rare-ermalhoudynk•(141CR)vflt Pcd. laArca emrntaahexbecpdakdoome-utharif brmR6avre vbh NeeowlkmYanmuleoPmmiyperodevd enebOsBed bye mgo)nNegeiymearpkdbyGlaars Mmummta�pb vdm de FWcalmnpAadpolea fiartlmbunemme 4. Fm vmaWanPbren mrsrrb: eemel MR rota PorelnaiMdoea aab. ewer dk Avcappliw.b W¢far oar Wad11n0on A2. Hazardous Materials Services AuSUA2018 25F-238 knlaubbnq H%aJNtl Meyfl E MtTIU-H1 COSTPROPOSAL PAORSOF] SPRCINCMTFOFC. ERSAWN(U98FORWN ORAStI WCIRMCTS) (C%RRP.UlCI]ON@1OM WOANDp]SPRC)1WCUIfF. M) Cavmp®t Mr9oQMavc aPometamulm ❑Sukmml®I FgmV.. RVFRN �1aa�a] CLmm R9. �l ^a MMw I, D smil !%hlw M" md%a SCREO U f3 OP OTHER OIRECT COST HEMS DEFGl1YfI0.TwTiFAs Quv+�ry U I Cca 1 79b1 M� awN aim lhpfR3 me 0lIS/^n. FafIXMl OYf. qw Mbeaea 00C Reln eao/ Snb[auWlm l:InOx4h] Vln TaO TRD ID1P0RTANTNOTSS: I. W�O:nmvlmxhleY vtiwnlGxmavubuNbwm{GCM hbtxgasNnlvd�mdnmdspfpul a4lq{gelm 6'covamulml. 1 PmIVLORh®tvntlM[cviXcdhlONEppn9oue]f4daJwYmlryfe 1. IXmvauhmxd4Gam W WKIV OcckmvamaSoo01w10vixloAsE hem'IuAmdmn4wlmly OvvwEeH�m. A IkmmEal¢tlAlaq'y,MaaeNmpl@amx9dwav15 vwaYma9mm:ma+bv@:wlwA !. IYmIISFd IWwfm VmMNmmW W'heheftbteb'nm14¢bavtbuatbd'vxlmn G ffirCn:tAEmAA[dAlaP%QIPwa1 �'ReaaRSlblfF-7 ]. ttewwal.owmetamvbaooHEVFxFW lvpvclq Gvmi�a olaM�mafadrwmvlmh Gm�mYwik`aSxWbalkmllwch'mNnovliNerymvNb/vtlta{eb{a 6 Vevmmlim FVW-��Iba MJdyu4mm�Ymwdoicnmabpul Rh6haWmww]mnfGNo(vehmaY%buE Oa AryEamamu1x54InG: wuldhm..lGWmvo{aryro 9. RewclwW+aG¢alAe4mlbmvhlAYmumvmiyba4l0v1NmIwn RM1V$Ia 19, AOIaW9bmlp]lea Vnmsw]. 11. S4a�P]<nmoaporlb 08ommaRMob AI- HauNaul Alatalall5mke+ Au9un Ta]B 25F-239 Local Assistance Procedures Manual FY17772TT tn_A•F s^nc•r nnnnnn sr EXHIBIT 10-H Cost Proposal Effective Dates: Se tember OTHER DIRECT ays rnvavvr� 2018 throe h Au iust 2021 charge Aquifer Testing Price/Unit Charge Groundwater Monitoring Price Unit Gmndfas RedMow2- Pump w controller $ 120 day lGratmulwater Equipment $ 355 day 3. 30 gem Digital now Meter/Tatalizer $ 230 day Sollnst ISO' Dec Water level Meter $ 90 day Leval Logger(water column) $ 7D daV DU/Watarintenc�e Probe $ 75 day Presure Transducer s 65 day low Flow Pump $ 60 day Levelrmll Trans/data loggers $ 260 week jccntmnmrMF5O Is 115 day Barometric Date Logger Drilling/Exeavatlon/Soil Sampling $ 205 week Marine Battery 1/4'Xl/4"bonded tubing $ $ Ig day 0.60 foot rchased Fleld Cansumsbles $ 100 day pH/[ond/remp Meter $ 25 day re Sample (EPA Method 5035) 32 pertest Turbldny Meter $ 30 day ick Syringa Samples (EPA Method 5035) $ ie paftest Repld Real Manual Balling Winch $ 115 tlay G plea and cable locator $ 29 day WC 1.3(B"Boller $ 18 day UsaHe $ 340 day Du, WaterSamDla Ballen Weighted l.6" $ fi each Usage i�aa $ 420 weak Duposahle VOC BaIIer Tlps (1.6") $ 1.50 each Usage $ 1,260 month fNsposable 0.45 Micron Fliter $ 3a each Usage $ 140 day Nybn String $ B roll Usage $ {20 Weok Dmm Dogy $ 18 day Usago $ 1,3fio momh DOT I7H SSgel Water Drams $ 75 each Meter Usage $ 140 day 3/8°play Tubing $ 0.50 tops 4Gas Meter Usage $ 420 week Peristaltic Pump/Micropurge Pump $ 30 day 4Gas Meter Usage $ 1,260 month Polyethylene check valves $ 15 each Weatherstetlon $ 75 day Hazardous Building Material Survey Weathar5tatlon $ 225 week HBMs samprng Equipment $ 25 day Weather Station $ 675 month Alr Sampling Eq element $ 50 day Dust Monitor(personal hand held) $ 100 day XRF Analyzer Usage $ 300 day Dust Manitor(Personal hand held) $ 300 week XAF Analyzer Usage $ 1,200 week Dust Monitor (personal hand held) $ 900 month XRF Analyeer Usage $ 3,600 month GPS Unit $ ISO day Delmhurst Moisture Meter $ 35 day GPSL $ 750 week Level C Personal Protective Equipment $ 25 personday GPS Unit $ 2,250 month Level D Personal Protective Equipment $ 10 person -day Vapor Extraction Testing Manual Soil Vapor Survey Vapor Box $ 30 day lads Hammer(Rotahammer) $ 60 day edlar Bags $ 28 each NNaflawtubing 0.19'ID 114 OD $ 050 feat summa Regulator $ 75 eads Disposahle Ttp $ 15 each Summa Canister $ 125 each NOTE: Otherequlpmesdandsupses, andsubcontractedservlces uAcluding' analyticol laboratory sc wcn)WIN be!molredat rost due ION A2 - Hazardous Materials Services August 2018 25F-240 EXIIiATT 10-H2 COST PROPOSAL Page s oft Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 7. Generally Accepted Accounting Principles(GAAP) 8. Terms and conditions of the contract 9. Title 23 United States Code Section 112 - Letting of Contracts 10. 48 Code of Federal Remdntions Pnrt 31 - Contract Cost Principles and Procedures 11. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 12. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Boutt (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifvingi Name: Title*: Anthony I. Liz4 PG, CHG Principal Geologist S' t¢o: Date of Certification (mm/dd/yyyy): 0244 8/32018 Phone Number. aliaiQninymmil oore.com (949) 753.7070, ext. 12214 Address: 475 Goddard, Suite 200. Irvine, CA 92618 * An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Pinancial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. Materials Surveys conmrcr: EXHIBIT SO-H Cast Proposal A2- Hazardous Materials Services 25F-241 August 2018 25F-242 AGREEMENT TO PROVIDE HAZARDOUS MATERIALS SURVEY SERVICES ON AN ON -CALL BASIS THIS AGREEMENT is made and entered into this 21st day of August, 2018 by and between Terracon Consultants, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On May 8, 2018, the City issued Request for Proposal No, 18-043, by which it sought a consultant to provide various environmental services on an on -call basis for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-043. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the hazardous materials survey services that were described in the scope of work that was included in RFP No. 18-043 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. ALLOWABLE COSTS AND PAYMENTS a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Consultant's Cost Proposal attached as Exhibit B. Consultant is one of two consultants selected to provide hazardous materials survey services on an as -needed basis under RFP No. 18-043. The total compensation for these services provided by all consultants selected under RFP No. 18-043 to perform them shall not exceed $149,850 during the tern of the Agreement, including any extension periods. This sum is comprised of (1) the base amount of $135,000 and (2) an 11% contingency in the amount of $14,850 for additional services at the City's sole discretion. EXHIBIT 4 2 Page -243 b. Consultant will be reimbursed for hours worked at the hourly rates specified in Consultant's Cost Proposal attached as Exhibit B. The specified hourly rates shall include direct salary costs, employee benefits, overhead, and fee. These rates are not adjustable for the performance period set forth in this Agreement. In addition, Consultant will be reimbursed for incurred (actual) direct costs other than salary costs that are in the cost proposal and identified in the cost proposal and in the executed Task Order. c. Specific projects will be assigned to Consultant through issuance of Task Orders. After a project to be performed under this Agreement is identified by City, City will prepare a draft Task Order less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a City Project Coordinator. The draft Task Order will be delivered to Consultant for review. Consultant shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost, the finalized Task Order shall be signed by both City and Consultant. d. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in Consultant Cost Proposal. e. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. f. When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from City before exceeding such estimate. g. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred. h. Consultant shall not commence performance of work or services until this Agreement has been approved by City, and notification to proceed has been issued by City. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. A Task Order is of no force, or effect until returned to City and signed by an authorized representative of City. No expenditures are authorized on aproject, and work shall not commence until a Task Order for that project has been executed by City. j. Consultant will be reimbursed, as promptly as fiscal procedures will permit upon receipt by City of itemized invoices in triplicate. Separate invoices itemizing all Pa e2of14 2�F-244 costs are required for all work performed under each Task Order. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number, project title, and Task Order number. Credits due to City that include any equipment purchased under the Equipment Purchase provision of this Agreement must be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to City at the following address: City of Santa Ana, Public Works Agency, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, CA 92702. k. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this Agreement. 1. The total amount payable by City for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by contract amendment. m. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order, no payment will be made until the deliverable has been satisfactorily completed. n. Task Orders may not be used to amend this Agreement and may not exceed the scope of work under this Agreement. o. The total amount payable by City for all Task Orders resulting from this Agreement shall not exceed $149,850. It is understood and agreed that there is no guarantee, either expressed or implied, that this dollar amount will be authorized under this Agreement through Task Orders. 3. COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS a. Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. b. Consultant agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. C. Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to City. Pa e3of14 25 -245 4. PERFORMANCE PERIOD a. This Agreement shall go into effect on the date first written above, contingent upon approval by City, and Consultant shall commence work after notification to proceed by City. This Agreement shall end on August 20, 2021, unless terminated earlier in accordance with Section 21. The term of this Agreement may be extended for up to two 1-year periods upon a writing executed by the City Manager and City Attorney. b. Consultant is advised that any recommendation for contract award is not binding on City until the Agreement is fully executed and approved by City. C. The period of performance for each specific project shall be in accordance with the Task Order for that project. If work on a Task Order is in progress on the expiration date of this Agreement, the terms of the Agreement shall be extended by amendment. 5. STATE PREVAILING NVAGE RATES a. If applicable, Consultant shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work. b. Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section, unless the awarding agency has an approved labor compliance program by the Director of Industrial Relations. C. When prevailing wages apply to the services described in the scope of work, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. 6. INDEPENDENT CONTRATOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and 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. Pa e 4 of 14 290-246 7. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. f�A6�117��Cy �I 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 insureds) 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. 29=47 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 fiunished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 9. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the 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 Pa 6of14 290-248 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. 10. INTELLECTUAL PROPERTY INDEIVINIFICATION 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 infiingement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 11. RETENTION OF RECORDS/AUDIT For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable, and other matters connected with the performance of this Agreement, pursuant to Government Code 8546.7, Consultant, subconsultants, and City shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Agreement, including but not limited to, the costs of administering the Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under the Agreement. The state, State Auditor, City, FHWA, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of Consultant and its certified public accountants work papers that are pertinent to the contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. 12. AUDIT REVIEW PROCEDURES a. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by mutual agreement shall be reviewed by City's Executive Director of Finance. b. Not later than 30 days after issuance of the final audit report, Consultant may request a review by City's Executive Director of Finance ofunresolved audit issues. The request for review will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by City will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 13. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such Pa e7oQ4 2 F-249 information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 14. CONFLICT OF INTEREST a. Consultant shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this Agreement, or any ensuing City construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing City constiuction project that will follow. b. Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 15. REBATES, KICKBACKS, OR OTHER UNLAWFUL CONSIDERATION Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, City shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 16. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) Page 8 of 14 25F-250 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: Terracon 1421 Edinger Avenue, Suite C Tustin, CA 92780 Attn: Carl A. Parten A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 17. EXCLUSIVITY AND AMEND117ENT 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 madeby any party, or anyone acting on behalf of any party, which are not embodied herein. 18. SUBCONTRACTING a, Nothing contained in this Agreement or otherwise, shall create any contractual relation between City and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to City for the acts and omissions of its subconsultant(s) and ofpersons either directly or indirectly employed by any of them as it is for the acts AV-02b i and omissions of persons directly employed by Consultant. Consultant's obligation to pay its subconsultant(s) is an independent obligation from City's obligation to make payments to the Consultant. b. Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this Agreement shall be subcontracted without written authorization by City, except that which is expressly identified in the approved Cost Proposal. C. Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by City. d. All subcontracts entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. e. Any substitution of subconsultant(s) must be approved in writing by City prior to the start of work by the subconsultant(s). 19. EQUIPMENT PURCHASE a. Prior authorization in writing by City shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or consultant services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. b. For purchase of any item, service or consulting work not covered in Consultant's Cost Proposal and exceeding $5,000 prior authorization by City, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. C. Any equipment purchased as a result of this Agreement is subject to the following condition: "Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, Consultant may either keep the equipment and credit City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures and credit City in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by City and Consultant. If it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by City." 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project. Pae10of14 2SF-252 20. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. �4BM-0111-1MV9C01 City reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant with the reasons for termination stated in the notice. City may terminate this Agreement should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, City may proceed with the work in any manner deemed proper by City. If City terminates this Agreement with Consultant, City shall pay Consultant the sum due to Consultant under this Agreement prior to termination, unless the cost of completion to City exceeds the funds remaining in the Agreement, in which case the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 22. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 23. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 24. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder 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. itf ` oib 25. STATEMENT OF COMPLIANCE a. Consultant's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. b. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally -assisted programs of the Department of Transportation — Title 49 Code of Federal Regulations, Part 21 — Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. d. The Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT's Regulations, including employment practices when the Agreement covers a program whose goal is employment. Page 12 of 14 25F-254 26. DEBARMENT AND SUSPENSION CERTIFICATION a. Consultant's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)", which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to City. b. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 27. MISCELLANEOUS PROVISIONS a. Each undersigned represents and wan -ants 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 CITY OF SANTA ANA RAUL GODINEZ 11 City Manager W165 APPROVED AS TO FORM SONIA R. CARVALH_O City Attorney By: l/l/, J M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency CONSULTANT Name: Carl A. Parten Title: Principal in Charge Pi14 of 14 9F-256 I HIBIT A" e Various E 'Vlr ' *A nCw.ttra I Services s-043 s Surveys NK -� City of Santa Ana Nerrac®n Attn: Kenny Nguyen Public Works Agency 20 Civic Center Plaza; 3rd Floor Reception, Ross Annex Santa Ana, California 92701 Terracon Consultants, Inc. 1 1421 Edinger Avenue, Suite C I Tustin, CA 92780 1 (949) 261 0051 Mr. Danish Mansoor I Danish.Mansoor@terracon.com 1. Statement ®f Qualifications City of Santa Ana Public Works Agency Proposal to Provide Various Environmental Service (RFP No. 18-043) 25F-258 Irerracan A. COVER LETTER June 5, 2018 Mr. Kenny Nguyen City of Santa Ana Public Works Agency 20 Civic Center Plaza 31d Floor Reception, Ross Annex Santa Ana, California 92701 RE: Proposal to Provide Various Environmental Services (RFP NO.: 18-043) (A2) Hazardous Materials Surveys Dear Mr. Nguyen; Terracon is excited to present our proposal to provide Various Environmental Services to the City of Santa Ana (City), Santa Ana Public Works Agency. We will provide the City with the skills, successful experience, and necessary qualifications that the City seeks In its consultants. Terracon has completed hundreds of Public Agency projects with speclhc experience with Cities and Counties along with their supporting agencies. We specialize in Capital Improvement Projects with specific emphasis.on hazardous materials surveys, Phase I Environmental Site Assessments (ESAs), Phase II ESAs and environmental remediation services. Terracon offers the City an experienced team that has the capacity to meet all of your project needs, even on short notice. We have the ability and competence to provide high quality and responsive service. Our firm's success is evidenced by a current ranking of 30 in Engineering News-Record's 2017 listing of the Top 500 Design Firms, as compared to a ranking of 50 a decade ago, and Terracon Is ENR's #1 firm in the nation for Asbestos and Lead Abatement Design. Your Project Manager and main point of contact for this proposal will be Mr. Danish Mansoor. His contact Information Is: Terracon Consutlants, Inc. 1421 Edinger Avenue, Sulte C Tustin, California 92780 Contact: Danish Mansoor Danish. Mansooraterracon.com 949-383.1976 We've received Q&A #1 dated May 22, 2018 and have incorporated the necessary changes Into our proposal. We are looking forward to presenting our proposal to you. Please contact Danish Mansoor at 949-383-1976. Mansoor Carl A. Patten Manager Principal in Charge Terracon Consultants, Inc. 1421 Edinger Avenue, Suite C Tustin, California 92780 P (949) 2610061 F (949) 2616110 terracan.com Env iInnmenIa Facilities 11 60GIenliIli Ca aterials r rl' Environmental a Facilities ■ Geotechnical ■ Materials B. CONTRACT AGREEMENT STATEMENT Terracon agrees with the terms and conditions, we do not have any concurrence or concerns with any provisions contained in the Agreement attached as Attachment 2 In the Appendix. City of Santa Ana Reglonal Transportation Center itCltyof Santa Ana Public Works Agency— Various Environmental Services (RFP No. 18-043) —A2 Hazardous Materials Surveys 25F-260 Environmental ■ Facilities ■ Geotechnical ■ Materials C. FIRM AND TEAM EXPERIENCE FIRM PROFILE AND Terracon Consultants, Inc., is a 100% employee -owned corporation. Terracon has provided professional services to the A/E/C Industry for 53 years. As a construction -oriented professional services firm, Terracon has proven our ability to provide all required services outlined in the RFP as well as meet mandatory. We achieve this by managing our projects as a portfolio and utilizing our cross -trained staff and in-house equipment from our Orange County office and all eight (8) of our regional offices to make committed personnel and resources available as they are needed, including non-traditional work schedules. We have no commitments or potential commitments that might impact our ability to provide you with great service. We are a fiscally conservative firm and, therefore, are able to thrive in the severest of economic downturns. Since 1965, Terracon successful multi -discipline following service lines: • Environmental e Facilities • Geotechnical ■ Materials has evolved Into a firm specializing in the ENR Ilenkings121111 Terracon has more than 4,000 employees providing environmental, facilities, geotechnical, and materials services from more than 140 offices nationwide. Our firm's success is evidenced by a current ranking of 30 in Engineering News -Records 2017 listing of the Top 500 Design Firms, as compared to a ranking of 50 a decade ago and the #1 firm In the nation for Asbestos and Lead Abatement Design. Our growth is due to dedicated employees who are responsive to clients, provide quality services, and take advantage of opportunities in the marketplace. We are known for providing strong project leadership and professional environmental consulting services on public sector projects. Projects for the City will be managed out of our Orange County office located in the City of Tustin, approximately five (5) miles from your office. In addition, we can draw on additional resources from our 8 regional offices throughout Califomia, Nevada and Arizona. Of the many services we offer, Terracon is best known for our hazardous materials surveys and asbestos and lead abatement design services. We are currently #1 in ENR's rankings. Our team has performed hundreds of asbestos and lead survey and abatement management projects for a variety of clients, such as municipal and state agencies, industrial and commercial clients, and transportation agencies. In addition to asbestos, lead, and mold services, our local team can provide additional environmental consulting services to the City. PROJECT TEAM Terracon proposes a team of professional and technical personnel to meet the City requirements and provide the environmental consulting services that could be assigned under the City's contract. Our team has a proven track record in delivering top-notch technical work with outstanding client service. This team was specifically selected because of their experience, regulatory knowledge and project management skills. lrCity of Santa Ana Public Works Agency— Various Environmental Services (RFP No. 18-043) A2 — Hazardous Materials Surveys 25F-261 Environmental a Facilities w Geotechnical ■ Materials The Organization Chart below presents our organizational structure for this contract. Mr. Danish Mansoor, CAC, will be the Project Manager for this contract, He possesses the broad experience in a variety of Hazardous Materials Survey projects and services that make him suited to coordinate work assignments, communicate with the City, and serve as a primary point of contact throughout the duration of the project. He will work with City representatives on developing the most effective and efficient lines of communication for our project teams. Mr. Mansoor will be supported by senior technical leaders and a deep bench of skilled field personnel, as outlined in following pages. ORGANIZATION CHART Principal In Charge: Mr. Carl Parton has over twenty-nine years of experience in environmental consulting in multiple regional regulatory districts throughout the United States. His professional experience includes comprehensive site investigations and remediation studies for Industrial and Hazardous Waste sites, municipal solid waste landfill sites and underground storage tank (UST) facilities. Mr. Parton will dedicate 20-30% of his available time to this contract and 100% of his time as needed on a project -by -project basis. He will be responsible to: • Ensure we are in compliance with all contract requirements • Attend meetings as necessary • Maintain direct contact with our qualified staff itCitycf Santa Ana Public Works Agency—Varlous Environmental Services (RFP No. 18.043) A2 — Hazardous Materials Surveys 25F-262 Environmental ® Facilities ■ Geotechnical o Materials • Be available 24/7 for any issues that may arise • Maintain Terracon safety standards at all times Project Manager/Primary Point of Contact: Mr. Danish Mansoor, CAC, has spent five years managing industrial hygiene and asbestos projects for many types of entities Including, but not limited to, government, commercial, retail, and medical facilities. He will be the primary contact and representative to conduct Interviews if necessary. Danish is a California Division of Occupational Safety and Health Certified Asbestos Consultant (CAC) as well as an Associate Safety Professional (ASP). Mr. Mansoor will dedicate 60% of his available time to this contract and 100% of his time as needed on a project -by -project basis. He will will be responsible to: • Ensure we are in compliance with all contract requirements • Attend meetings as necessary • Maintain direct contact with our qualified staff • Be available 24/7 for any issues that may arise • Maintain Terracon safety standards at all times Quality Assurance/Quality Control (QA/QC): Ms. Lori Cathcart has over twenty-nine years of experience in the environmental Industry in program and project management for commercial, industrial, government and transportation clients. She works closely with project teams to ensure that Terracon, client and regulatory -driven quality surveys and reports are executed on during project activities. Ms. Cathcart will dedicate 30% of her available time to this contract and 100% of her time as needed on a project -by -project basis. She will be responsible to: • Expedite appropriate resources to perform each project • Act as independent technical reviewer as necessary • Mentor technical staff • Be available 24/7 for any issues that may arise • Maintain Terracon safety standards at all times Task Manager/Technical Advisor: Mr. Mike Benefield, PE, CAC, specializes in consulting for asbestos, lead, universal waste, and PCB bulk materials. Mike's 20+ years of experience have covered surveys, specification design, abatement cost estimation, and project monitoring. He supervises large-scale surveys and assessments and runs training for asbestos and lead work. Mr. Benefield will dedicate 30% of his available time to this contract and 100% of his time as needed on a project -by -project basis. Project Staff: Mr. Charles Yoon, CAC, has over twelve years of professional experience in the environmental consulting field. This experience includes providing consulting services to a variety of industrial, petroleum clients and private enterprises. Areas of specialization have included hazardous materials surveys, environmental site assessment, investigations and remediation. Mr. Yoon will dedicate 50% of his available time to this contract and 100% of his time as needed on a project -by -project basis. Project Staff: Mr. Michael Jarboe, CSST, CDPH Lead, specializes in conducting industrial hygiene field investigations and works directly with project managers to provide professional environmental services for public and private clients. Mr. Jarboe conducts visual surveys and bulk sampling of suspected hazardous materials, prepares detailed field reports, provides contractor oversight, and conducts air monitoring and clearance inspection sampling for hazardous materials during construction and renovation projects. Mr. Jarboe will dedicate 60% of his available time to this contract and 100% of his time as needed on a project -by -project basis. it City of Santa Ana Public Works Agency— Various Environmental Services (RFP No. 18-043) — A2 Hazardous Materials Surveys 25F-263 Environmental it Facilities a Geotechnical a Materials RESUMES We have included resumes for our Project Team highlighted above and in the Appendix section of this proposal. We are also providing the below staff matrix to show our team's depth of capabilities and bench strength in the California market. STAFF MATRIX Other OSHA CDPH Lead u a. W E e m 0 ' ,. .. 0 � . .�La .O 9 C C 'L' W. .o ovmi F� Nafne and Titie o N g 7 H o U N. a _ U rn d .a .4 .n. ZC .. CJ. m 8 .y E m v! a .O .4mi.. .. m Carl Parton Principal In Charge 29 Danish Mansoor, CAC 5 Project Manager Lori Cathcart, Quality Assurance] Quality 29 Control Michael Benefield, PE Technical Advisor 18 Charles Yoon, CAC i0 Project Staff Michael Jarboe, CSST 15 • 0 0 Project Staff Staff Steiner, Principal / Office Manager/ 28 . Contract Negotiations / QA/QC William Frieszell, CIH, CSP, CAC 6 Project Manager Ken Pilgrim 20 Project Manager Tedd Kahchee 16 Pro ect Manager Remington Caldwell Industrial Hygienist 21 Matthew Chin 11 Industrial Hygienist Mike Reed, Industrial Hygienist 12 John Alexander Industrial Hygienist 13 Steve Rogers Industrial Hygienist 8 John Urban Industrial Hygienist 24 Mike Harrington Industrial Hygienist 12 itCity of Santa Ana Public Works Agency — Various Environmental Services (RFP No. 18.043) — A2 Hazardous Materials Surveys 25F-264 Environmental ■ Facilities s Geotechnical ■ Materials D. UNDERSTANDING OF NEED Temacon has completed hundreds of Public Agency projects with specific experience with Cities and their supporting agencies. We understand the City will be establishing On -Call Services contracts with 1-2 firms for Environmental Consulting services. We specialize in Capital Improvement Projects with specific emphasis on asbestos, lead, PCB's and other regulated hazardous materials. Under this contract, we will provide professional expertise in, but not limited to, the following services: Perform necessary hazardous materials survey and collect bulk samples to identify and quantify all potential hazardous, contaminated, or other materials, including materials and abandoned waste materials, which may be regulated or otherwise require special consideration or disposal arrangements during, or prior to, demolition of the building. Prepare the Asbestos -Containing Materials (ACM), Lead Based Paint (LBP), Universal Waste and any other necessary survey reports to comply with State and Federal requirements. As a construction oriented professional services firm, Terracon has proven our ability to provide all required services outlined in the RFP as well as meet mandatory deadlines as we have done for more than thirty (30) years for public. As public works consultants, we work collaboratively with capital project teams, city and county agency departments, architects, maintenance personnel, facility engineers, bond management teams, administrators, contractors, regulators and state agencies to complete projects on time and within budget. We achieve this by managing our projects as a portfolio and utilizing our cross -trained staff and in-house equipment from all eight (8) of our regional offices to make committed personnel and resources available as they are needed, including non-traditional work schedules. Management Approach: Project Manager: Mr. Danish Mansoor will act as the City's primary contact and will coordinate any assigned tasks/projects with capable and experienced staff that are best suited to provide services required by the City and the project team. Mr. Mansoor will coordinate all appropriate staffing and equipment needed to perform the required services. He will work with City representatives on developing the most effective and efficient lines of communication for our project teams. Mr. Mansoor will oversee and manage all phases of the project approach outlined below. The responsibilities for the project manager are outlined below. Project Management — The Project Manager will attend • Los Angeles Unified School District necessary progress meetings and provide direction to the • Los Angeles Community College field staff. A general scope of services provided by the Districtproject manager include: • County of Santa Clara • Sens anciscoHolding Dept. of Public Works ➢ Overall management of on -site field personnel • Sears m Resorts ➢ Review all air sampling data and clearance • Xanterra Resorts P 9 • County of San Bernardino sampling ➢ Attend weekly progress meetings ➢ Respond to RFI's as necessary ➢ Supervise production of final closeout documents ➢ Respond to any client requests and/or regulatory issues that may arise itCity of Santa Ana Public Works Agency— Various Environmental Services (RFP No. 18.043) A2 — Hazardous Materials Surveys 25F-265 Environmental ■ Facilities ■ Geotechnical v Materials Approach to Meeting Your Needs and Statement of Proposed Services (by Task) Terracon approaches each project, from minor asbestos, lead and mold surveys to indoor air quality and complex hazardous materials and industrial hygiene projects, with the four -phased methodology outlined below. FOUR PHASE PROJECT APPROACH WITH DELIVERABLES e • •Proposed Work Plan .Site Visit • Written Pr=dures a tlearence Sampling •sampffag Plan • Imx tlgatlonaeport • Abatement SpeciRmtIons • Summeryletter • Meetbies/ReWng • TrainingCert ffr Our professionals are experts working through all phases of work Including initial survey and design, pre -bid phase, construction phase and project close-out. We work as a team, collaboratively with architects, construction mangers, general contractors, abatement firms, public agency representatives and others. Careful collaboration ensures we select the appropriate project approach that will comply and ultimately be well received by project stake holders and comply with all requirements of the program while allowing flexibility in adapting to changing needs, design alterations and priorities of a public agency. Additionally, we have one of the largest staff of certified personnel in California which allows us to meet aggressive schedules and manage multiple projects concurrently. Below, we have outlined the tasks necessary for successful completion and deliverables for this contract. • Task 1— Record Review • Task 2 — Asbestos Survey • Task 3 — Lead Survey • Task 4 — Mold Survey • Task 5 — PCB Survey • Task 6 — Other Hazardous Material Testing • Task 7 & 8 — Report Preparation and Distribution • Task 9 —Abatement Work Plan / Specifications and Cost Estimate • Task 10 — Consultation and Abatement Monitoring Assumptions and/or Constraints Terracon assumes our hazardous matedaVenvironmental services will typically be part of larger construction projects. However, we can also provide these services for the purposes of due diligence for project planning or property acquisition. it City of Santa Ana Public Works Agency— Various Environmental Services (RFP No. 18-043) — A2 Hazardous Materials Surveys 25F-266 Environmental in Facilities a Geolechnical n Nlatenals E. RELEVANT PROJECT EXPERIENCE The following is a sample of projects including both public and private clients in California that Terracon has worked on in the last five years. Client Los Angeles Unified School District County of Santa Clara San Francisco Department of Public Works Xanterra Resorts, Death Valley National Park Los Angeles Community College District Sears Holdings City of San Diego Kaiser Permanents County of.Santa Clara San Francisco Department of Public Works City of Cerritos Xanterra Resorts, Death Valley National Park Westfield Malls, Canoga Park and Carlsbad Project Experience Description On -Call Hazardous Material Management Services On -Call EnvironmenteifHazardOus Materials Consulting Services On -Call Environmental & Hazardous Materials Consulting Services Asbestos and Lead Based Paint Surveys/Abatement Oversight On -Call EnvlronmentallHazardous Materials Consulting - Services" - - PHI and PHIIAsbestos and Lead Based Paint Surveys/Abatement Oversight On -Call Environmental & Hazardous Materials Consulting ;iervices' Industrial Hygiene and Asbestos and Lead Based Paint Surveys On -gall Hazardous Materials and Industrial Hygiene Services On -Call Environmental & Hazardous Materials Consulting Services Asbestos and Lead Based Paint Surveys/Abatement Oversight Asbestos and Lead Based Paint Surveys/AbatementOversight Asbestos and Lead Based Paint Surveys/Abatement Oversight The project capsules presented on the following pages expand on four of our above projects, highlighting the type and quality of work our key team members perform every day. itCity of Santa Ana Public Works Agency— Various Environmental Services (RFP No. 18-043) 9 A2 — Hazardous Materials Surveys 25F-267 Environmental v Facilities a Geotechnical u tviaterials On -Call Environmental Services Contract Client: Las Angeles Unified School District Dates: On -call Environmental Services Contract 2014- 2017 Project Value: $272,000 References: Los Angeles Unified School District Kevin Kelly Project Manager (213) 745-1450 Kevin.Kelly@lausd.net Highlights: Hazardous Materials Testing Abatement Specifications and Budgetary Cost Estimates Abatement Oversight 8 Clearance Sampling Los Angeles Unified School District Los Angeles, California Under our 3-year on -call environmental services contract, our team worked directly for the Los Angeles Unified school District, providing hazardous materials consulting services for over 40 school sites. One of our projects included the modernization of the Friedman Occupational Center. The multiple -phase project consisted of two multiple -story ,buildings, replacement of pipe insulation, roofing system replacement, and mechanical equipment upgrades. Terracon thoroughly reviewed architectural drawings for planned renovations of multiple floors and two buildings at the Friedman Occupational Center site in Los Angeles, CA. Terracon conducted a comprehensive hazardous materials survey of specific areas and materials impacted by the planned modernization. The surveys required after-hours site visits. Terracon's Industrial Hygienists sampled hundreds of suspected asbestos- and lead -containing materials from interior and exterior areas including the roofing system. Terracon developed a comprehensive biddable abatement specification and provided contractor oversight, ensuring that abatement activities were conducted in compliance with the specification. Friedman Occupational Center Terracon provided On -Call Environmental Services 1r City of Santa Ana Public Works Agency- Various Environmental Services (RFP No..18-043) A2 - Hazardous Materials Surveys 10 25F-268 Environmental ■ Facilities ■ Geotechnical ■ Materials Hazardous Materials Consulting Services San Francisco Department of Public Works Client: City and County of San Francisco Department of Public Works Bureau of Construction Management Dates: 1994 - Present Project Value: Various Costs $500-$50,000 References: Los Angeles Unified School District Kevin Kelly Project Manager (213)745-1450 Kevqn.Kelly@lausd.net Highlights: Hazardous Materials Surveys Asbestos, Lead, and PCBs Abatement Specifications Bid Support Services Abatement Monitoring Clearance Air Sampling San Francisco, California Terracon has performed industrial hygiene consulting services on over 500 projects for the San Francisco Department of Public Works (SFDPW), Bureau of Construction Management. These projects have Included several large-scale construction, renovation, and restoration projects at the Laguna Honda Hospital, the War Memorial Veterans Building, the Old Main Library/New Asian Art Museum, the Moscone Center, and the Third and Fourth Street Bridges. Terracon has provided hazardous materials surveys, specification design, bid support services, and abatement monitoring. The following description highlights a key project under this contract, War Memorial Veterans Building Terracon conducted a pre -renovation hazardous materials survey and abatement monitoring at the historic War Memorial Veterans Building located in downtown San Francisco, California. The facility is a six -story building comprising approximately 250,000 square feet of space that was undergoing a seismic retrofit and renovation. During the survey, Terracon teams Identified asbestos - containing materials, lead -based paint, PCB containing window putty, and various universal wastes. Terracon worked with the City's design team to develop an abatement scope of work and bidding documents. During the renovation of the building Terracon monitored the asbestos abatement and lead -hazard control work as well as the removal of PCB containing materials. In addition to the normal monitoring activities Terracon tracked quantities of asbestos materials removed from the building and assisted with change order tracking. When the abatement was complete, Terracon prepared a final _ report of abatement monitoring that detailed over a year's worth of hazardous ° A removal activities and sampling results.` Tom" • War Memorial Veteran's Building Temacon provided Hazadous Materials Surveys it City of Santa Ana Public Works Agency - Various Environmental Services (RFP No.18-043) A2- Hazardous Materials Surveys 11 25F-269 Environmental n Facilities ■ Geotechnical ■ Materials Hazardous Materials and Industrial Hygiene Client: County of Santa Clara Department of Occupational Safety and Environmental Compliance Dates: 1989 - Present Project Value: Various Costs $500 - $50, 000 References: Dave Jones Operations and Maintenance Specialist County of Santa Clara 1555 Berger Drive, Bldg., 3 San Jose, CA 95112 (408) 309 3294 dave.jones@faf.sccgov.org Consulting Services County of Santa Clara Santa Clara County, California Terracon has conducted a broad range of industrial hygiene, occupational safety, and environmental consulting services supporting over 270 facilities and capital projects for the County of Santa Clara under multiple three to five year, competitively bid, on -call Industrial hygiene contracts with the Department of Occupational Safety and Environmental Compliance (OSEC). Terracon has completed scores of pre -demolition and pre - renovation projects of various sized that included conducting surveys for asbestos and lead containing materials as well as universal wastes and other miscellaneous hazardous materials that would require special handing or disposal during renovation or demolition activities. Additionally, we have provided hazardous materials specification design, hazardous materials abatement monitoring, hazardous materials release emergency response, and naturally occurring asbestos consulting. The following description highlights a key project under this contract. Valley Health Center: In 2013 the County of Santa Clara contacted Terracon regarding Highlights: the Valley 'Health Center Downtown San Jose construction 270+ Projects project that had been stopped following the discovery of 27-Year Relationship naturally occurring asbestos (NOA) during routine Wide Variety Industrial characterization of soil for disposal. Terracon developed an Hygiene &Safety Services Asbestos Dust Mitigation Plan (ADMP) over the weekend with the Input of the general contractor. After review by the County Terracon submitted the plan to the Bay Area Air Quality Management District (BAAQMD) for approval. Terracon secured permission to restart the project with interim controls until the plan could be approved by the BAAQMD. Terracon also developed and provided dust control and asbestos training for Cal/OSHA compliance for key site personnel. In accordance with BAAQMD requirements Terracon provided daily asbestos air monitoring program and dust control monitoring during all soil disturbing activities for the remainder of the project. On an as -needed basis Terracon also provided soil waste characterization and guidance related to the discovery and removal of underground storage tanks. itCity of Santa Ana Public Works Agency- Various Environmental Services (RFP No. 18-043) A2 - Hazardous Materials Surveys 12 25F-270 Environmental o Facilltles u Geolechnical a Materials The Historic Inn at Furnace Creek Client: Xanterra Parks & Resorts Dates: 2017-2018 Project Value: $176,000 References: Heather Willis Project Manager (760)786-3369 hwillis@xanterra.com Highlights: Hazardous Materials Testing Abatement Design Abatement Oversight & Clearance Sampling contractor's work areas, Death Valley National Park Death Valley, California Terracon worked directly for Xanterra Parks & ,Resorts, providing asbestos and lead surveys of the property structures scheduled for renovation at The Historic Inn and The Ranch at Furnace Creek, in Death Valley, California. The multi -phased project was performed on 30t occupied resort buildings and structures. Our team performed a comprehensive survey to evaluate interior, exterior, and/or the roof of the structures for suspect asbestos -containing materials (ACM), lead based paint (LBP) and/or lead - containing paint (LCP) that would be Impacted during proposed renovations. The surveys required several months of staged and continuous site visits, requiring close coordination with resort management. Terracon's Industrial Hygienists sampled hundreds of suspect materials and prepared user-friendly reports and drawings for the design team. We then developed abatement specification documents and provided on -site project monitoring services, including review of the submittals, pre -abatement and post -abatement visual inspections of the regulated and air testing of perimeters during and post -abatement, including clearance air sampling. This project required special attention to the historic features of the site buildings. Terracon staff efficiently worked around ongoing operations accommodating unusual working hours and restrictive conditions. The Historic Inn at Furnace Creek Terracon provided hazardous materials testing and abatement services it City of Santa Ana Public Works Agency— Various Environmental Service's (RFP No. 18-043) A2 — Hazardous Materials Surveys 13 25F-271 Environmental • Facilities ■ Geotechnical ■ Materials F. REFERENCES Please feel free to contact our references. They will attest to the quality, timeliness and cost- effectiveness of our services. DATES ENTITY CONTACTPUBLIC •• • SERVICES -•• • PROVIDED Hazardous Materials Los Angeles Unified Testing School District Kevin Kelly Abatement 333 S Beaudry Avenue Project Manager (213) 745-1450 2014 — 2017 Specifications and Budgetary Cost Los Angeles, CA vertu a 9 Kavin.kelly@lausd.net Estimates Abatement Oversight & Clearance Sampling Hazardous Materials Surveys Stanley DeSouza Asbestos, Lead, and Principal Environmental PCBs City and County of San Specialist 1994 —Present Abatement Francisco Public Works (415) 558-4538 Specifications Stanley.desouza@sfdpw.org Bid Support Services Abatement Monitoring Clearance Air Sampling Hazardous Materials Dave Jones Surveys Operations and Maintenance Hazardous Materials Specialist Specification Design County of Santa Clara (408) 309-3294 1989 — Present Hazardous Materials Davejones@faf,sccgov.org Abatement Monitoring Hazardous Materials Release Emergency Response itCity of Santa Ana Public Works Agency— Various Environmental Services (RFP No.18-043) 14 A2 — Hazardous Materials Surveys 25F-272 2. Scope of Services and Schedule City of Santa Ana Public Works Agency Proposal to Provide Various Environmental Service (RFP No. 18-043) 25F-273 Environmental a Facilities a Geotechnical a Materials 2. SCOPE OF SERVICES AND SCHEDULE The following pages provide an example of our proposal style used for hazardous materials surveys and has been tailored to meet the requirements of the requested Scope of Work detailed in Attachment 1 of the RFP. Terracon Consultants, Inc. (Terracon) appreciates the opportunity to submit this proposal to conduct a pre -demolition hazardous materials survey of two City -owned properties as Identified below. An outline of the project understanding and Terracon's scope of services are provided In the following sections. The fees associated with this proposal have been prepared and is being submitted concurrently but in a separately sealed envelope. PROJECT INFORMATION The sites are located at 2246 South Main Street (Arco Gas Station) and 2246 Orange Avenue (Single Family Residence), Santa Ana, Orange County, California, 92707. The Arco gas station site Is currently occupied by ARCO SMOGPROS, a commercial vehicle fueling and service station. The Arco Gas Station Is an active gas station with two canopies (approximately eleven (11) feet high, a convenience store and a Smogpros Maintenance garage with two maintenance bays. The single-family residence is a single -story, wood frame construction with stucco exterior and composition shingle roofing. The single-family residence is approximately 1,000 square feet In size and is located approximately 0.2 miles from the Arco Gas Station. Due to the close proximity of these two properties, Terracon can complete hazardous materials surveys for both properties concurrently. Should either of the properties be occupied at the time of the survey, Terracon will perform a limited hazardous materials survey and will recommend a supplemental survey in which destructive sampling will be utilized to sample any materials previously assumed to be asbestos containing. Should any of the above information or assumptions be inconsistent with the planned construction, please let us know so that we may make any necessary modifications to this proposal. SCOPE OF SERVICES The following proposed scope of services was prepared in response to your request. HAZARDOUS MATERIALS SURVEY 1. ASBESTOS SURVEY Pursuant to the client's request, Terracon will perform an asbestos survey at the site as required by US Environmental Protection Agency (USEPA) regulation 40 CFR Part 61, National Emission Standards for Hazardous Air Pollutants (NESHAP) In general accordance with the protocols of USEPA regulation 40 CFR Part 763 and Asbestos Hazard Emergency Response Act (AHERA). it City of Santa Ana Public Works Agency— Various Environmental Services (RFP No. 18.043) 15 A2 — Hazardous Materials Surveys 25F-274 Environmental ■ Facilities ■ Geotechnical ■ Materials Terracon will conduct a visual assessment of the interior, exterior and roofing of the buildings to Identify homogeneous materials suspected of being asbestos -containing materials (suspect ACMs) such as thermal system Insulation, surfacing materials, and miscellaneous materials (e.g., floor tiles). Suspect materials will be physically assessed for friability and evidence of damage or degradation. Samples of suspect ACM will be collected for laboratory analysis by an AHERA-accredited asbestos building inspector. A copy of the inspector's AHERA certification will be included in the report. Bulk sample collection will be conducted in general accordance with the sampling protocols outlined In USEPA 40 CFR 763.86. At least three samples of each homogeneous material will be collected, per AHERA protocols. Terracon estimates seventy (70) bulk samples for the Arco Gas Station and sixty (60) bulk samples for the single family residence will be collected for analysis (additional samples will be charged at the rate presented on the separate fee proposal). Sample collection will result in some Isolated and minor damage to surveyed areas; however, attempts will be made to limit such damage to the extent necessary for sample collection. Terracon will not be responsible for repair or touch-up of sample locations. In addition, Terracon will not perform sampling which requires demolition or destructive activities such as knocking holes in walls, dismantling of equipment or removal of protective coverings. Terracon may perform sampling which requires demolition or destructive activities with prior written authorization from the client and/or building owner. Reasonable efforts to access suspect materials within known areas of restricted access (e.g., crawl spaces) will be made provided these areas are not determined to be permit -required confined spaces, or to pose a health or safety risk to Terracon personnel. Sampling will not include suspect materials which cannot be safely reached with ladders. A laboratory accredited by the National Voluntary Laboratory Accreditation Program (NVLAP) will analyze bulk material samples by visual estimation using polarized light microscopy (PLM). Copies of the laboratory analysis report, the chain of custody, and the laboratory's accreditation certificates will be appended to the report. 2. LEAD PAINT SURVEY The lead paint survey will consist of bulk (paint chip) sampling of suspect painted surfaces of representative colors and homogeneous applications and analyzed by Flame Atomic Absorption Spectroscopy (AAS, US EPA Test Method SW846-3050B-7420) or equivalent. A total of thirty (30) paint chip samples, approximately fifteen -twenty (15-20) paint chip samples per location, will be collected at the discretion of the lead Inspector based upon field observations of the inspector. Collection of paint chip samples Will require removal of small portions of paint suspected of containing lead. The paint will be removed until the base surface is encountered (i.e., wood, metal, concrete, etc.). Damage caused by this sampling will not be repaired by Terracon and costs for any repairs are not included in the fees for this work. Paint chip samples will be submitted to the analytical laboratory on a standard 5-day tum-around basis 3. HAZARDOUS BUILDING MATERIAL SURVEY Visual Survey - Terracon will conduct visual surveys of the buildings to assess for the possible presence of equipment containing polychlorinated biphenyls (PCBs), mercury, and chlorofluorocarbon (CFCs). Sampling and analysis for PCBs, mercury or CFCs will not be conducted as part of the planned scope of work. PCBs - Potential PCB -containing equipment, such as fluorescent light ballasts, hydraulic elevators and lifts, and electrical transformers will be inspected for external labels, serial numbers and signs of leakage. Terracon will attempt to interview the owner of the equipment, to assess whether suspect equipment contains PCBs. Terracon will consult with the client, and itCity of Santa Ana Public Works Agency - Various Environmental Services (RFP No. 18-043) 16 - A2 Hazardous Materials Surveys 25F-275 Environmental a Facilities a Geotechnical a Materials if such equipment will not be reused, proper removal and disposal will be recommended. Access restrictions may prevent Terracon's Inspector from safely observing elevators and/or lifts. Terracon requests to have building maintenance staff escort our personnel during this task, if required. Mercury - The presence, location and condition of suspect mercury -containing equipment such as Fluorescent, mercury vapor, high -intensity discharge (HID) and other lamps, and liquid mercury -containing equipment such as switches, thermostats, temperature controls and heating ventilation and air conditioning (HVAC) devices will be assessed. Terracon will consult with the client, and If such equipment will not be reused, proper removal and disposal will be recommended. CFCs - The presence, location and condition of suspect CFC-containing equipment, such as refrigerators, air conditioning units, and walk-in coolers and freezers will be assessed and external labels (Indicating CFC content) and serial numbers will be recorded. Terracon will consult with the client, and if such equipment will not be reused, proper removal and disposal, and proper draining of suspect CFC-containing fluid will be recommended. Tritium - The presence, location and condition of suspect tritium -containing EXIT signs will be assessed and signs with external labels (with a waming label that Indicates tritium [or H-3], displays the three -bladed radiation warning symbol, and/or states "Caution - Radioactive Materials") will be recorded. Terracon will consult with the client, and if such EXIT signs will not be reused, proper removal and disposal will be recommended. REPORTS The results of the asbestos, lead and hazmat survey services will be presented under separate report. The comprehensive report will include, but not limited to, sample summaries, regulatory overview, sample location diagram, photos of asbestos containing materials (ACM), and a peer review by a Certified Asbestos Consultant (CAC). Terracon will recommend conducting a thorough asbestos survey prior to disturbance of suspect ACM during the planned building demolition activities. Should the building be occupied at the time of the initial hazardous materials survey, Terracon will not conduct destructive sampling and "assume" materials to contain asbestos. A supplemental survey will be recommended once the propertied are unoccupied to complete the survey with more thorough destructive sampling strategies. Reliance - The reports will be prepared for the exclusive use and reliance of the City of Santa Ana. Reliance by any other party is prohibited without the written authorization of the client and Terracon. If the client is aware of additional parties that will require reliance on the reports, the names, addresses, and relationship of these parties should be provided for Terracon approval prior to the time of authorization to proceed. Terracon may grant reliance on the reports to those approved parties upon receipt of a fully executed Reliance Agreement (available upon request) and receipt of information requested in the Reliance Agreement. If, in the future, the client and Terracon consent to reliance on the reports by a third party, Terracon may grant reliance upon receipt of a fully executed Reliance Agreement, requested information and receipt of an additional minimum fee per relying party. SCHEDULE We know how Important establishing and meeting project schedules is to the success of City projects. Our team will work closely with the City Project Manager to understand schedule requirements and endeavor to meet or exceed these deadlines, working with you at all times to meet your goals. For this project, we have assumed a standard schedule will meet your needs. itCity of Santa Ana Public Works Agency- Various Environmental Services (RFP No. 1 e-043) 17 -A2 Hazardous Materials Surveys 25F-276 Environmental ■ Facilities ■ Geolechnical ■ Materials Record Review and Sam Iln Plan 1 — 4 days Initial meeting scheduled, existing records obtained and review performed. Task complete by August 5. Survey, Testing & The survey schedule will depend upon on the size and extent of the survey. Laboratory For example, a small-scale restroom renovation may require one (1) day, Analysis 10 days whereas a large building renovation where coordination with multiple departments and possibly architects are Involved may require up to two (2) weeks. Task complete by August 19 Report Preparation 5 days A comprehensive survey report will be prepared and delivered to the City In and Distribution one 1 week. Task complete by August 25. Timely receipt of the following will greatly help us to meet your important deadlines. • A signed NTP evidencing acceptance of this scope of services • Right of entry to conduct the assessment, including access to building interiors ® Notification of any restrictions or special requirements (such as confidentiality, scheduling, or on -site safety requirements) regarding accessing the site • An accurate legal description and/or a diagram of the site such as a surveyor's plat map or scaled architect's drawing (if such diagrams exist) B Copies of environmental reports, permits and registrations, and geotechnical reports that were previously prepared for the site ® We requeste that an on -site contact person and other key individuals who may have knowledge of the history of the property be identified and made available during our site visit. • Access to all areas of the buildings, Including the roof(s), attic(s) mechanical and electrical rooms, fire equipment and all tenant spaces. An exterior extension ladder will be utilized to access the roof of the single family residence and the gas station. The ladders will be compliant with OSHA standards. ASSUMPTIONS This proposal and separately provided fee proposal were prepared based on the following assumptions: • Client vvill provide to Terracon, prior to mobilization, legal right of entry to the site (and other areas if required) to conduct the scope of services. • Client will notify Terracon, prior to mobilization, of any restrictions, special site access requirements, or known potentially hazardous conditions at the site (e.g., hazardous materials or processes, specialized protective equipment requirements, unsound structural conditions, etc.) • Work can be performed during normal business hours (Monday through Friday, 7:00 am to 7:00 pm). • OSHA compliant extension ladders will be utilized for accessing the roof and canopies at the subject properties. ■ Traffic control services are not required. ■ The site Is readily accessible by truck. If any of these assumptions or conditions are not accurate or change during the project, the stated fee may be subject to change. Please contact us Immediately if you are aware of any Inaccuracies in these assumptions and conditions, so we may revise the proposal or fee to meet your needs. it City of Santa Ana Public Works Agency— Various Environmental Services (RFP No. 18-043) 18 — A2 Hazardous Materials Surveys 25F-277 3. Fee Proposal 4. Certifcations City of Santa Ana Public Works Agency Proposal to Provide Various Environmental Service (RFP No. 18-043) 25F-278 Environmental ■ Facilities ■ Geotechnical ■ Materials 3. FEE PROPOSAL As requested In the RFP, we have submitted our Fee Proposal concurrently with our proposal but in a separately sealed envelope labeled "Fee Proposal." it City of Santa Ana Public Works Agency —Various Environmental Services (RFP No. 18-043) 19 A2 — Hazardous Materials Surveys 25F-279 Environmental a Facilities ■ Geotechnical ■ Materials 4. CERTIFICATIONS Located in the Appendix, we have signed and included the following forms as a part of the proposal submittal package: r Attachment 3-1: Non -Collusion Affidavit ■ Attachment 3-2: Non -Lobbying Certification e Attachment 3-3: Non -Discrimination Certification itCity of Santa Ana Public Works Agency— Various Environmental Services (RFP No. 18-043) 20 A2 — Hazardous Materials Surveys 25F-280 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further; that the BIDDER has not, directly or indirectly, submitt6d his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification nMy subject the certifier to criminal prosecution. Signed State of California County of See a-yackad— Subscribed and sworn to (or affirmed) before me on this _ day of 20� by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal City of Santa Ana RFP 2P3281 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 Subscribed and sworn to (er-affi►med) before me on this 31st day of May 20 18 , by Carl A. Parten proved to me on the basis of satisfactory evidence to be the person who ap eared before me. TAVW L. WALK CoHrN1N0n I'Z13d67B MoYry %WNt • CNHornl� 1Ni brnrINna CowHy M n1 „An 21 2020 (Seal) Signatuie� 25F-282 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated finds 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 grunt, 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, giant 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. Terracon Consultants, Inc, Signed and Printed Name: Title Office Manager Date_ May31 A. Parten City of Santa Ana RFP 2A283 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertiseanents for employees plaqed 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 25F-v�84 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States, 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Office Manager Firm: Terracon Consultants, Inc. Date: Mav 31.2018 City of Santa Ana RFP 2WM5 Environmental ■ Facilities a Geotechnical ■ Materials APPENDIX - Resumes - Certification Forms itCity of Santa Ana Public Works Agency— Various Environmental Services (RFP No.18-043) A2 — Hazardous Materiels Surveys 25F-286 Environmental r Facilities ■ Geotechnical ■ Materials CARL PARTEN, PG I e BachelorCATION of Science, Geology, Sul PRINCIPAL IN CHARGE i 1994 ss State University, Alpine, Tame, • University of Houston TCEQ Texas Mr. Parten has thiry-one years of experience in Risk Reduction Program: Mod. 1, II, and III environmental site Investigations and remediation studies for • Roadmap to Remedation Industrial and Hazardous Waste sites, municipal solid waste • CAPM Refresher Course, Texas ABM landfill sites and tank a round storage UST facilities. g g (UST) University • TNRCC Hazardous Waste Seminar He has successfully managed and obtained regulatory • TNRCC PST Risk Assessments I Seminar closure of over 30 Voluntary Cleanup Program (VCP) sites ' TNRCC Pollution Prevention Training and leakingunderground storage facilities and rg tank (LUST) � Workshop •API Posk/Exposure Assessment coordinated UST removal and closure for numerous facilities • Contaminant Fate and Transport in multiple states throughout the United States. Mr. Patten Modeling In Risk Assessment possesses extensive experience in the Installation of monitor • Environmental Hydrology l Soil Science wells, aquifer characterization, sensitive receptor surveys, risk -based assessments, vapor intrusion (VI) evaluations, CERTIFICATIONS and soil -gas assessments. Additionally, he has extensive Licensed Professional o (P.G.), I.D. # 221, Texass Boardand of l of experience in comprehensive soil and groundwater Professional Geosclentists 2003 Investigations on industrial facilities and municipal solid (current) waste (MSW) landfill facilities including evaluation of landfill � g Registered Professional Geologist (P.G.), I.D. # 004037; State of gas/methane impacts. He has prepared and Implemented Tennessee, May 1996 (current) corrective action work plans for remediation of chlorinated ' TCEO Corrective Action Project Manager, CAPM #01091 (current) hydrocarbons at dry cleaner facilities and petroleum • 40 Hour OSHA Hazardous Waste Site hydrocarbons at LUST facilities, MSW landfill facilities, and & Waste Management Twining managed and implemented groundwater pump and treat, I YEARS WITH TERRACON: 20 non -aqueous phase liquid (NAPL) recovery, and duel -phase vapor extraction systems for the recovery of petroleum YEARS WITH OTHERS:' hydrocarbons. Additionally, Mr. Parten developed work ------- plans and implemented the remediation of heavy metals and poly -nuclear aromatic hydrocarbons (PAHs). PROJECT EXPERIENCE USARC FACILITY EVALUATION I MARE ISLAND, CA Environmental team leader for evaluation of an existing 32-acre military facility, Mare island in California. The teaming effort included the preparation of a Technical Assessment report on the facility to provide USAR a decision making and programming tool to establish future restoration and replacement upgrades to the facility. The report Included an evaluation of existing conditions of the site and facilities with respect to current mission and identified construction costs required to comply with USAR facility standards, Anti-Terrorism/Force Protection requirements, handicapped accessibility regulations, and current building codes. Conceptual costs for related improvements and environmental mitigation were presented. UNDERGROUND STORAGE TANK AND SOIL REMEDIATION I REGIONAL WATER BOARD, SQUAW VALLEY, CA Terracon assisted a private developer with the regulatory closure of an underground storage tank (UST) site located in Squaw Valley, California. The abandoned 10,000-gallon UST was responsible for a release of heavy waste oils to the ground surface and banks of a creek. Following disposal of the UST, approximately 70 cubic yards of petroleum -impacted soils were itCityof Santa Ana Publlc Works Agency —Various Environmental Services (RFP No. 18-043) A2 — Hazardous Materials Surveys 25F-287 Environmental ■ Facilities ■ Geolechnical ■ Materials excavated and properly disposed. Interaction with the Regional Water Board and Public Notification resulted in the issuance of case closure, MUNICIPAL LANDFILL CLOSURE AND RESTORATION I VCP SITE Successfully oversaw and managed the engineering design and construction quality assurance for the closure and restoration of a high -profile MSW landfill in accordance with regulatory standards, subsequent to significant investigation activities. The remedy consisted of removal and consolidation of wastes and construction of LFG recovery trenches to prevent migration of landfill gas. The remedy utilized engineering controls and removal of impacted media. Project management responsibilities included coordination with Local, State and Federal officials, public/neighborhood communications, and interaction with attorneys, and management of project budgets that exceeded $4.5 million over seven years. Terracon continues to provide post closure care monitoring and O&M for the site. CLOSURE INVESTIGATION j CITY -OPERATED LUST FACILITIES Provided senior project management of 14 City operated LUST facilities through coordination of investigation, regulatory reporting and response actions In the pursuit of closure. Mr. Parten was responsible for managing all site activities, evaluation of data, reporting, communicating with local and state officials, and management of budget and schedule requirements. BROWNFIELD AND VOLUNTARY CLEANUP I MUNICIPAL PROPERTY Provided senior project management and technical review of several properties, Including the remediation of metals and PAH-impacted soils, using a combination of excavation and removal and in -place stabilization. Work was performed under the EPA Brownrields Program and the Voluntary Cleanup Program. The $1.2 million -dollar remediation project was part of a high - profile downtown parks and recreation redevelopment project that successfully established LEED Certified public parks in areas once occupied by commercial and industrial property. Mr. Parten was responsible for managing all site activities, evaluation of data, reporting, communicating with local and state officials, and management of budget and schedule requirements, SITE INVESTIGATION I RETAIL SHOPPING CENTER, VCP SITE Conducted extensive site Investigation activities to evaluate the magnitude and extent of chlorinated solvents identified near a former dry cleaning facility. The chlorinated solvent plume was defined to drinking water standards and was delineated to a creek channel nearly 1,200 feet from the source property. Based on site Investigation results, assisted the property owner in entering the site into the VCP, and managed and implemented response actions and treatment of affected media utilizing a combination of source-removaVexcavatlon (750 cubic yards) within the building interiors, hydrogen -releasing compound (HRC®) treatment of backfill, and HRC injection into the underlying soil and groundwater across the site. Treatment technology effectively remediated affected soils and significantly reduced contaminant levels within the on - site source areas. Additional response actions were conducted to reduce on -site groundwater contamination levels through HRC Injection at over 250 locations. Monitored natural attenuation and groundwater monitoring was performed for a period of approximately four years. Mr. Parten assisted the client In the establishment of a deed restriction (Municipal Setting Designation) that restricted the use of groundwater on the site. Mr. Parten interacted with City and State officials and prepared and submitted multiple reports documenting site activities, and managed a project budget totaling $1,200,000. 1rCity of Santa Ana Public Works Agency — Various Environmental Services (RFP No. 18-043) —A2 Hazardous Materials Surveys 25F-288 Environmental a Facilities ■ Geotechnical ■ Materials LORICATHCART QUALITY ASSURANCE / QUALITY CONTROL Lori is a Principal and Assistant Director of Environmental Services at Terracon and will be the Project Manager and single point -of contact for this contract. She is associated with the Terracon Colton and Orange County, California, offices. Ms. Cathcart has more than 29 years of expertise in the environmental Industry in program and project management for commercial, industrial, government and transportation clients. She Is versed In project and quality management of hazardous building materials remedial investigations (building decommissions), NPDES monitoring/permitting and storm water management and compliance, specification writing, indoor air quality assessments, health and safety assessments, hazardous materials Investigations, regulatory compliance, Phase I environmental site assessments and historical reviews, NEPA/CEQA hazardous materials technical studies, strategic and interactive planning, environmental training, and environmental auditing. She works closely with project teams to ensure that Terracon, client and regulatory -driven quality surveys and reports are executed on during project activities. PROJECT EXPERIENCE EDUCATION • Bachelor of Science, Social Ecology, Ur lverslty of Callfomia, Irvine 1989 CERTIFICATIONS • GRISustalnabl9ty Reporting • OSHA 40-Hour Hazwoper AFFILIATIONS • CMAA, APWA, WTS, Industrial Environmental Association (IEA), America IrduslAal Hygiene Association YEARS WITH TERRACON: 1 YEARS WITH OTHERS: 28 ENVIRONMENTAL CONSULTING SERVICES I COUNTY OF SAN BERNARDINO, CA Program Manager, Technical Advisor for $200K 3-year, on -call contract. Perform environmental consulting services in support of the efforts of the County of San Bernardino Architect and Engineering Department. Prepared task order cost proposals, provided technical direction and performed final document review of all deliverables for the contract including: Hazardous Waste/Materials Surveys of County Buildings and land acquisitions. Services Included performance of asbestos and lead -based paint surveys and preparation of subsequent abatement specifications, review of bid documents, and construction oversight during demolitiontabatement activities. Several Phase I and II ESAs were also conducted on County land and buildings, in support of due diligence efforts. HAZARDOUS MATERIALS INVESTIGATIONS I NAVFAC SOUTHWEST, VARIOUS BASES, CA Managed and performed asbestos, lead, and hazardous materials Investigations for building renovation and design purposes of facilities at various Navy bases in California, Including Camp Pendleton, NAB Palmdale and NB Ventura, Port Hueneme. Surveys were conducted under the direction of Navy personnel and the partnered A&E firms. Scope of services included review of previous surveys performed by others, Investigations/sampling of suspect materials in occupied buildings; cost estimates for removal of identified hazardous building materials, and preparation of plans and specification for removal. it City of Santa Ana Public Works Agency— Various Environmental Services (RFP No. 18-043) A2 — Hazardous Materials Surveys 25F-289 Environmental ■ Facilities ® Geolechnical s Materials ACM AND LBP SURVEYS j CALTRANS DISTRICT 11, SAN DIEGO/IMPERIAL COUNTIES, CA As QA/QC Manager, ensured quality surveys and reporting was performed on asbestos containing material (ACM) and lead -based paint (LBP) surveys at Caltrans sites throughout San Diego County. ACM surveys conducted by a Certified Asbestos Consultant (CAC) were performed for future construction/renovation purposes on bridges, maintenance and rest stop facilities, and included collection of bulk samples of suspected ACM, sample analysis by polarized light microscopy (PLM), and point count methods, when applicable. Surveys were completed in accordance with Asbestos Hazard Emergency Response Act (AHERA) and National Emission Standards for Hazardous Air Pollutant (NES HAP) methods. LBP surveys conducted by a CDPH-certified lead inspector included collection of samples of suspected LBP material (20+ samples) and analysis of paint samples by flame atomic absorption spectrophotometry, in accordance with USEPA, CDPH, and CaVOSHA requirements. Reports detailed the location and area estimates of materials that contained ACM and LBP, recommendations for handling and disposal during demolition/refurbishment, and preparation of abatement specifications. Timely and high -quality deliverables helped to keep construction projects on schedule. FIXED -BASED OPERATOR CAMPUS DEVELOPMENT I LANDMARK AVIATION SAN DIEGO INTERNATIONAL AIRPORT, CA Managed and provided environmental oversight for of the redevelopment of this 12.4-acre property at the San Diego International Airport, which included demolition of existing campus and building of five airplane hangars (116,000 ft2), a terminal building and administration building. The site is located at the former General Dynamics industrial facility which had low levels of soil and groundwater contamination which were subsequently partially remediated after site demolition. Services included performing a Phase I Environmental Site Assessment, hazardous building materials surveys and abatement oversight, environmental monitoring and testing, and vapor intrusion mitigation system design and installation services. By providing experienced and qualified personnel, focused implementation of the project scope on time and within budget, construction activities were maintained on schedule with minimum delays. HAZARDOUS MATERIALS TECHNICAL STUDIES I VARIOUS CLIENTS, USA Lori served as Project and Program Manager. Extensive experience in managing, preparing and reviewing hazardous materials technical studies of large, multi -use properties for planning and engineering firms as part of EIR/EIS projects In accordance with CEQA and NEPA. Industries represented have Included aerospace firms, airport and harbor authorities, public utilities, governmental agencies, including redevelopment agencies, manufacturing firms, and real estate developers. Clients have included the San Diego Unified Port District, San Diego County Regional Airport Authority, Centre City Development Corporation, San Diego City Schools, City of San Diego, National City and Chula Vista, Southwest Division Naval Facilities Engineering Command, CALTRANS, and several planning firms, lending institutions, and real estate developers. DUE DILIGENCE REPORTS I CONFIDENTIAL CLIENT, NAPA CALIFORNIA PROJECT As Project Manager/Technical Reviewer, Lori prepared due diligence reports Including a Phase I ESA, Hazardous Building Materials Survey and a Regulatory Compliance Audit of this steel fabrication facility. Work was completed on a compressed schedule and results were presented to client and legal team on time and within budget. Subsequent follow on work included preparation of a Hazardous Materials Business Plan, an Industrial Storm Water Pollution Prevention Plan (2015 IGP) and an SPCC. itCity of Santa Ana Public Works Agency — Various Environmental Services (RFP No. 18-043) — A2 Hazardous Materials Surveys 25F-290 Environmental ■ Facilities ■ Geotechnical ■ Materials DANISH MANSOOR PROJECT MANAGER Danish Is an Environmental Project Manager in Terracon's Orange County, CA office. Danish manages industrial hygiene and asbestos projects in the Southern California region. Danish has spent five years managing industrial hygiene and asbestos projects for many types of entities including, but not limited to, government, commercial, retail, and medical facilities. Danish is well versed in all asbestos and lead regulations and also has several years of experience with various types of industrial hygiene sampling. Danish also has experience working as an Environmental, Health and Safety professional, performing safety trainings, managing hazardous waste, and providing safety support to staff of an Industrial facility. Danish is a California Division of Occupational Safety and Health Certified Asbestos Consultant (CAC) as well as an Associate Safety Professional (ASP). Additional certifications are listed in the certifications section. PROJECT EXPERIENCE EDUCATION • Bachelor of Science, Environmental Systems, University of California San Diego, 2014 CERTIFICATIONS • Certified Asbestos Consultant (CAC) • Associate Safety Professional (ASP) • Lead Sampling Technician (LET) • EPA AHERA Asbestos Building Inspector, Asbestos Supervisor, Asbestos Management Planner, Asbestos Project Designer • NIOSH 582 Certified • OSHA 30 Hour Construction Certification • OSHA3115,OSHA521, OSHA2255, OSHA 2264, OSHA $10 • Hazardous Waste Management Program and DOT Hazardous Waste Transportation certifications. • High Voltage Electrical Safety, Confined Space Awareness, Lockout Tag -Out, Fire Safety, Hazardous Materials Management, and Emergency Preparedness YEARS WITH TERRACON: 1 YEARS WITH OTHERS: 4 HAZARDOUS MATERIALS CONSULTING SERVICES I ORANGE COUNTY SANITATION DISTRICT, FOUNTAIN VALLEY, CA Managed the industrial hygiene, asbestos, lead and mold program for the district. Managed the hazardous materials program for all construction projects, in which total construction cost went up to $200 million. Conducted onsite monitoring for all operations and maintenance abatement tasks. Developed policies and SOPS for all hazardous material and waste handeling. Professional Services Completed: 2017-2018 IAQ INVESTIGATION I WEST BASIN MUNICIPAL WATER DISTRICT, CARSON, CA Project Manager for an indoor air quality (IAQ) investigation of a 3 story office building for the Water District. IAQ sampling was conducted to determine ventilation efficiency, thermal comfort, total volatile organic compounds, and fungal spores. Elevated levels of carbon dioxide and fungal spores were discovered throughout the property and proper mold remediation recommendations were provided. Professional Services Completed: 2016 Project Completed: 2016 Project Fee: $5,700 HAZARDOUS MATERIALS CONSULTING SERVICES I LAKEWOOD REGIONAL MEDICAL CENTER, LAKEWOOD, CA Project Manager for an indoor air quality (IAQ) and asbestos investigation in the operating room (OR) floor following concerns of mold and asbestos exposure. The OR floor consisted of 10 operating rooms, 6 nurse's stations and 8 corridors. Visible mold was discovered behind vinyl wall paneling in 8 of the 10 operating rooms, 3 of the 6 nurse's stations and all corridors. 1rCityof Santa Ana Public Works Agency— Various Environmental Services (RFP No. 1 B-043) A2 — Hazardous Materials Surveys 25F-291 Environmental a Facilities ■ Geotechnical ■ Materials Asbestos was also discovered in all flooring and drywall materials. Supervised all of the asbestos abatement, mold remediation and all subsequent onsite asbestos air clearances. All work was conducted four separate phases and after 10 PM to ensure minimal disturbance of hospital activities, Professional Services Completed: 2016 Project Completed: 2017 Project Fee: $13,000 HAZARDOUS MATERIALS CONSULTING SERVICES I URBAN DECAY, COSTA MESA, CA Project Manager for industrial hygiene and asbestos services. The Urban Decay headquarters Includes a manufacturing facility, sorting and shipping facility, two separate office spaces and a retail space. The project was initiated to respond to employee concerns following a large commercial fire in a nearby industrial heavy metals facility. Employees were concemed with nuisance dust, metal particulate, volatile organic compounds (VOCs) and airborne asbestos exposure. Professional Services Completed: 2017 Project Completed: N/A IAQ INVESTIGATION I MIRACLE MILE PROPERTIES, CASA SERRANA APARTMENTS, LOS ANGELES, CA Project Manager for an Indoor air quality Investigation of over 300 studio and 1 bedroom units after a mold exposure complaint was filed by several tenants to the County of Los Angeles. Conducted IAQ sampling for fungal spores in all units and recommended remediation for all units where mold exposure discovered (approximately 180 units). Supervised the project team and remediation contractor on best remediation practices and conducted post remedlation verification testing to ensure all tenants can reoccupy their unit. Professional Services Completed: 2016 - 2017 Project Completed: 2017 Project Fee: $27,000 itCity of Santa Ana Public Works Agency— Various Environmental Services (RFP No. 1 e-043) —A2 Hazardous Materials Surveys 25F-292 Environmental ■ Facilities ■ Geotechnical ■ Materials MIKE BENEFIELD, PE, CAC TASK MANAGER, TECHNICAL ADVISOR Mike provides hazardous materials management services from Terracon's southern California and Oakland, CA offices. He specializes in consulting for asbestos, lead, universal waste, and PCB bulk materials. Mike's 20+ years of experience have covered surveys, specification design, abatement cost estimation, and project monitoring. He supervises large-scale surveys and assessments and runs training for asbestos and lead work. Mike coordinated a specialty training course for worker safety in asbestos cement pipe projects and took it through the Cal/OSHA approval process, earning California's first approval for this type of training. Mike developed NOA consulting into a cornerstone of the Oakland of rice's revenue, covering dust control plans, OSHA compliance, training, and perimeter monitoring. PROJECT EXPERIENCE BUILDING REPAIRS + CONTAMINATION REMOVAL I FEDERAL BUREAU OF INVESTIGATION, LOS ANGELES,CA Mike conducted work observations and consulted for the FBI during fireproofing repairs and the removal of asbestos contamination on the 121 and 131h floors of the building on 11000 Wilshire Boulevard, owned by the General Services Administration. He managed this project and Conducted on - site fieldwork to ensure that cleaning, inspections, monitoring, and air sampling met industry standards. EDUCATION • BS, Mechanical Engineering, Unlverahy of Utah, 1994 CERTIFICATIONS • Professlonal Engineer (Mechanical Engineering) CA #M31102 • AHERA Inspector, Contractor, Supervisor, Management Planner, Project Designer • California Asbestos Consultant #OS-3038 • Certified Lead -Related Construction Inspector/Assessor #10445 • Certified Lead -Related Construction Project Monitor #10445 NITON and RMD XRF Spectnsn Analyzer Training and Radiation Safety PRESENTATIONS • "Naturally Occurring Asbestos in Non- Ultramafic Rock Units In the SF Bay Area' - presented at the Association of Engineering and Environmental Geologists Naturally occurring Asbestos Symposium 2014 YEARS WITH TERRACON: 17 FEDERAL BUILDING SURVEY I GENERAL SERVICES I ADMINISTRATION, CA YEARS WITH OTHERS: 5 Mike managed a large and complex survey of asbestos and - - - - - - - - lead -based paint for the GSA. The survey covered 73 floors in six federal buildings, totaling 4.1 million square feet. Mike used a portable database system to supervise industrial hygiene technicians as they performed the survey. Mike produced operations and maintenance plans after the survey, and his final reports included room -by -room survey data. AIR MONITORING + HAZARDOUS MATERIALS MANAGEMENT I SANTA CLARA COUNTY, CA Mike has managed over 20 hazardous materials projects for the Santa Clara Valley Health and Hospital System since 2010 to support ongoing upgrades and renovation. His work has covered sensitive areas including women's and children's facilities, operating rooms, and burn units, and he has maintained tight communication With hospital staff and site technicians. Mike developed dust mitigation and air sampling plans to comply with regulations when naturally -occurring asbestos was found during construction In a heavily -populated area. 1f City of Santa Ana Public Works Agency— Various Environmental Services (RFP No. 18-043) A2 —Hazardous Materials Surveys 25F-293 Environmental ■ Facilities ■ Geotechnical ■ Materials CHARLES H. YOON CAC EDUCATION •Bachelor of Science, Management , PROJECT STAFF Information Systems, 2003, California State University, Long Beach Mr. Yoon has over twelve years of professional experience cE noNs acticai In the environmental consulting field. This experience • Pramctic Guide to Vapor Intrusion (Hartman Environmental) Includes providing consulting services to a variety of • Active Soil Gas Investigations (Test Industrial, petroleum clients and private enterprises. Areas of America) specialization have included hazardous materials surveys, i 'Certfiad Asbestos Consultant environmental site assessment, investigations and (CA cac) • Certified Lead Sampling Technician remediation. (CDPH ST) • AHERA Asbestos Abatement Building PROJECT EXPERIENCE Inspector and Contractor Supervisor • 40-Hour OSHA HAZWOPER Certification (29 CFR, 1910.120), SEARS HOLDING MANAGEMENT CORPORATION -8-Hour OSHA HAZWOPER PORTFOLIO LSIs I SOUTHERN CA Superviscr's Certification Managed and y g performed hazardous materials surveys, • First Aid CPR Certification . Arco API 1646 Work Safe Training Limited Site Investigations (LSI) and Supplemental Site safety Key Investigations (SSI) for numerous Sears sites in Southern • Refinery Safety Overview certification California. Performed LSis required when a Recognized (RSO Training), Paramount Refinery, Environmental Condition (REC) Is found during the Phase I ConocoPhllllps Los Angeles Terminal and Colton Terminal) ESA process. Perform numerous soil/vapor/groundwater • PGBE(compressor Station) Safety sampling at the site including elevator pits to screen for Training contaminations. The field work activities included: soil, YEARS WITH TERRACON: 7 groundwater and soil vapor sampling utilizing geoprobe and hollow stem drill rigs. Performed soil gas investigation in YEARS WITH OTHERS: 6 general accordance with California Environmental Protection ..___._____-----_----.- --•-----.--- Agency, Department of Toxic Substances Control (DTSC). MIXED -USE HIGH-RISE BUILDING INVESTIGATION I WEST HOLLYWOOD, CALIFORNIA Conducted comprehensive hazardous materials survey and site investigation and assisted the client through enrolling and interacting With the DTSC regarding chlorinated solvent and heavy metal -impacted soil and groundwater. Provided construction management oversight to manage Impacted soils and assisted the client in waste disposition, permitting and regulatory compliance Interaction. SITE INVESTIGATION I FORMER DRY CLEANER FACILITY, DTSC, FREMONT, CA Conducted extensive site Investigation activities to evaluate the magnitude and extent of chlorinated solvents Identified in the vicinity of a former dry cleaner facility, including an evaluation of groundwater, soil, soil -gas and Indoor vapors as a result of a chlorinated solvent plume. Provided interaction with client and DTSC representatives to manage the closure process, including the preparation of work plans and environmental Investigation reports. it City of Santa Ana Public Works Agency— Various Environmental Services (RFP No. 18-043) A2— Hazardous Materials Surveys 25F-294 Environmental ■ Facilities ■ Geotechnical a Materials MICHAEL JARBOE, CSST, CDPH LEAD I EDSadd? ack Community College, Misslon Viejo, California, PROJECT STAFF I Environmental Studies Mr. Mike Jarboe is an Industrial Hygienist in Terracon's Colton I CERTIFICATIONS • CartiBed Slte Surveillance and Orange County offices, He specializes In conducting Technician, u 10-4e39 industrial hygiene field investigations, and works directly with • CDPH Lead Inspector/Assessor project managers to provide professional environmental services . ary Project onitor,ulgg3a for public and private clients. • NIOSH Course 582E Mr. Jarboe conducts visual surveys and bulk sampling of YEARS WITH TERRACON _75 suspected hazardous materials, prepares detailed field reports, provides contractor oversight, and conducts air monitoring and clearance Inspection sampling for hazardous materials during construction and renovation projects. Combined with his educational training and work related experiences, Mr. Jarboe has extensive knowledge of federal, state and local regulations. PROJECT EXPERIENCE BASSET UNIFIED SCHOOL DISTRICT I LA PUENTE, CA Certified Site Surveillance Technician and Lead Inspector/Assessor responsible for pre - renovation hazardous materials survey, including asbestos and lead sampling, at Basset High School. TORRANCE UNIFIED SCHOOL DISTRICT I TORRANCE, CA Industrial Hygienist responsible for conducting AHERA 3 year re -inspections for Torrance Unified School District campuses and facilities in 2006. HILLWOOD INVESTMENTS I ONTARIO, CA Industrial Hygienist responsible for comprehensive asbestos, lead -based paint and universal waste (PCB's, mercury switches, plus any other hazardous material) at the former Jacobs concrete casting facility on Ontario Mills Pkwy. in Ontario. The facility is scheduled for demolition and development into a 500,000-square-foot warehouse facility. JC PENNEY I VARIOUS LOCATIONS, CA Industrial Hygienist responsible for limited asbestos survey to support a HVAC replacement project in Palm Desert, CA. He also provides asbestos abatement monitoring for multiple waves of remodeling for sites in Orange, CA and West Covina, CA. SEARS HOLDING COMPANY I ORANGE, CA Mr. Jarboe performed contractor surveillance during asbestos removal at the Sears Orange location continuously for 4 months during night shifts starting at 9:00 pm and running until 6:00 am. The store is being completely remodel in preparation for the addition of a 24,000 24 Hour Fitness complex. The abatement included floor tile and mastic, drywall and joint compound and ceiling tile plus mirror mastic throughout the store. Mr. Jarboe also performed PCM air sample analysis on samples collected during the removal and for clearance at the end of each shift. UNIVERSAL NBC I BURBANK, CA Industrial Hygienist responsible for comprehensive asbestos, lead -based paint and universal waste (PCB's, mercury switches, plus any other hazardous material) at the Universal -NBC facility as well as contractor surveillance during asbestos, lead -based paint and hazardous materials remediation for the current renovation of the entire facility. itCity of Santa Ana Public Works Agency — Various Environmental Services (RFP Na. 18-043) A2 — Hazardous Materials Surveys 25F-295 Irerracon www.terracon.com 25F-296 EXHIBIT B Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal EXHIBIT 10-H1 COST PROPOSAL Page 1 of 3 ACTUAL CosT-PLUS-FIxED FEE OR LUMP SUM (FIRM FIXED PRICE) CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES) Note: Mark-ups am Not Allowed 0 Prime Consultant ❑ Subconsultant ❑ 21 Tier Subconsultant Consnliant Terracon Consultants, Inc. Project No, Contract No. RFP 18-043 Date 07/25/2018 DIRECT LABOR Classliication(Title Name Hours Actual Hourly Rate Total (ProiectManaeer)* Sami Noaman $ 60.82 $ (Sr. Civil Fnldneer) (Envir. Scientist) in.; ect r ** Ken Pilgrim $ 65.37 $ Danish Mansoor $ 41.83 $ Charles Yoon/Mike Jarboe $ 39.28 / 30.50 $ LABOR COSTS a) Subtotal Direct Labor Costs b) Anticipated Salary Increases (see page 2 for calculation) $ c) TOTAL DIRECT LABOR COSTS [(a) + (b)] $ INDIRECT COSTS d) Fringe Benefits (Rate: 66.67%) e) Total Fringe Benefits [(c) x (d)] $ Overhead (Rate: tz�•23 %) g) Overhead [(c) x (0] $ h) General and Administrative (Rate: _%) i) Gen & Admin [(c) x (h)] $ j) TOTAL INDIRECT COSTS l(e) + (g)+O] $ FIXED FEE k) TOTAL FIXED FEE [(c) + 0)] x fixed fee _IU_%] $ _ I) CONSULTANT'S OTHER DIRECT COSTS (ODC) — ITEMIZE (Add additinnal naves if necessarvl Description of Item Ouantitv I Unit Unit Cost Total Mileage Costs tulle $ 0.65 $ Ecluipment Rental and Supplies $ @cost $ Permit Fees $ @Cost $ Plan Sheets $ @cost $ Test $ @cost $ 1) TOTAL OTHER DIRECT COSTS m) SUBCONSULTANTS' COSTS (Add additional pages If necessary) $ @ cost $ 0 cost $ @ cost $ @ cost COSTS $ @ cost n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [Uygm)] TOTAL COST [(a) + 0) + (k) + (n)] $ NOTES: 1. Key personnel most be marked with an asterisk (^) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accepted by Calrans. 3. Anticipated salary increases calculation (page 2) must accompany. Page 1 of 9 January 2018 25F-297 Local Assistance Procedures Manual EXHIBIT 10-1311 Cost Proposal EXHIBrr 10-H1 COST PROPOSAL Page of ACTUAL COST-PLI15-FIRED FEE OR IJUM SuatSUH (FIRM FIXED PRICE) CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREASES) 1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) Direct Labor Total Hours per Avg 5 Year uS btotal per Cost Cost Proposal Hourly Contract Proposal Rate Duration $250,000.00 5000 = $50.00 Year 1 Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) Avg Hourly Rate Proposed Escalation Year 1 $50.00 + 2% _ $51.00 Year 2 Avg Hourly Rate Year 2 $51.00 + 2% _ $52.02 Year 3 Avg Hourly Rate Year 3 $52.02 + 2% _ $53.06 Year 4 Avg Hourly Rate Year 4 $53.06 + 2% _ $54.12 Year 5 Avg Hourly Rate 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) Estimated % Completed Total Hours per Cost Total Hours per Each Year Proposal Year Year 1 20.0% ° 5000 = 1000 Estimated Hours Year 1 Year 2 40.0% " 5000 = 2000 Estimated Hours Year 2 Year 3 15.0% " 5000 750 Estimated Hours Year 3 Year 4 15.0% " 5000 = 750 Estimated Hours Year 4 Year 5 10.0% ° 5000 = 500 Estimated Hours Year 5 Total 100% Total = 5000 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Avg Hourly Rate Estimated hours Cost per (calculated above) (calculated above) Year Year 1 $50.00 * 1000 = $50,000.00 Estimated Hours Year 1 Year 2 $51.00 * 2000 = $102,000.00 Estimated Hours Year 2 Year 3 $52.02 * 750 = $39,015.00 Estimated Hours Year 3 Year $53.06 * 750 = $39,79530 Estimated Hours Year 4 Year 5 $54.12 • 500 = $27,060.80 Estimated Hours Year 5 Total Direct Labor Cost with Escalation $257,871.10 Direct Labor Subtotal before Escalation $250,000.00 Estimated total of Direct Labor Salary = Transfer to Page 1 Increase $7,871.10 NOTES: 1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. 2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. 4. Calculations for anticipated salary escalation must be provided. Page 2 of 9 January 2018 25F-298 Local Assistance Procedures Manual FXHIBIT 10-H1 Cost Proposal EXHIBIT 10-H1 COST PROPOSAL Page 3 of 3 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 1. Generally Accepted Accounting Principles (GAAP) 2. Terms and conditions of the contract 3. Title 23 United States Code Section 112 -Letting of Contracts 4. 48 Code of Federal Regulations Part 31 -Contract Cost Principles and Procedures 5. 23 Code of Federal Reaadons Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the proj ect files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Prime Consultant or Subcousultant Certifvine: Name: Fred Suhamdan Title *• Principal Signature : J ^ a Date of Certification (mm/dd/yyyy): 07/25/2018 Email: Frad.Buhamdan@terracon.com Phone Number: 949-261-0051 Address: 1421 Edinger Avenue, Suite C, Tustin, CA 92780 _ *An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contact. Page 3 of 9 January 2018 25F-299 Meet Amistance Procedures Manual EXHIDIT 10-H2 Cost Propuanl EXMBIT 10-112 Con PROPOSAL Pi,1 °!3 SPEMO RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CON@ACIS) (CONSTROCDON E'NOINMDUNO AND INSPECTION CONIUM) Note: Mark-upe am Not Allowed Consultant Terracon Consultants, Inc. ❑p Prime Consultant ❑ Subconsirlrant 1120 Tier Subconsultant Project No. ContractNo. 18-045 participation Amount Dale July25,2018 For Combined Rate Fringe Benefit% + (leneral&Administrative% = Hemc0fiealCR% For Field Office Rate Fringe Benefit % + General &Adminisaadve % Field Otiice ICR% Feu % BILLING INFORMATTON rA T rr n A"nW rnrcnuxre mrnwr Namc/Jab TiOdClasificadon' HoudyBil1mg Rates° Effmdve Data of Hourly Rate Actual or Avg. %or$ Hourly Range - straight' OT(1.5x) OT(10 From To Hourly Rate° Increase for Classificadom Only John Doc -ProJectMancger• $0.00 $0.00 $0.00 01/012016 12/312016 $0.00 Not Applicable Civil Engineer It $0.00 $O.DO $0.00 01/0IP.017 12(312017 $0.00 0.0% $0.00 SO.DO $0.00 01/012018 12/312018 $0.00 0.0% Six Jones - Consuucdon $0.00 $0.00 $0.00 01/012016 12/312016 $0.00 Not Applicable Enginmrllwpectar $0.00 $0.00 $0.00 OH012017 12J312017 $0.00 0.09/6 Enghi=1 $0.00 $0.00 S0.00 01/012018 I2/312018 $0.00 0.D°io Buddy Black -Claims Engineer SO.00 $0.00 $0.00 01/012116 I2(312016 $0.00 Not Applicable Engbi=if $0.00 $0.00 $0.00 01/012017 12/312017 $0.00 0.0% $0.00 $0.00 $0.00 01/012018 17J312018 SO.00 0.0% Land Surveyor $0.00 SO.00 $0.00 01/012016 1J312016 $0.00 Soo - SOD $0.00 $0.00 $0.00 01/0117017 121312017 S0.00 0.0% $00-$DO 50.00 $0.00 $0.00 1 01/01P.018 1 12312018 $0.00 0.0% $00400 Technician $0,001 SO.00 $0.00 1 01/012016 I21312016 $O.00 $00400 $0.00 $0.D0 $0.00 1 01/012017 1 121312017 $0.00 0.0% 500-SOO 50.00 50.00 $O.DO 01/01/2018 121312016 S0.00 0.0% $DO-$00 r..Zz rw--.. -7j Page 4 of 9 January 2018 I 25F-300 Local Assistance ProadUrss M4nU41 EXHIBIT 10.H2 costpropa.1 EMISIT IM2 COST PROPOSALPm,, Ida SPECTIC RATE OF COMPENSATION (USE FORON-CALL OR AMEEDED CONTRACTS) (CONSTRUCTION ENGINEERINGAND INSPECTION CONTRACTS) Sub -Consultant- Tarmcon Consultants, [no. a Pliers Cmdmt 13 Swomisultam Cl 2nd Tier Subcorwbrd "act No. Contract Na. ParMcIpationArnownt$ Data_ 71252018 M,e.Wb% WFri..4% GaAs m% Ftlaoia6tlad Pb mm 177S0s 040% Imm mom r 0.00% QcQ% • 00t%6 F. Rel OM MOD% M" • am F.% BILLING INFORMATION CALCUL.ATIONINFORMATION Nma 6 249.74 S 249 1 $ 249.741 7112018 IM112018 $ 80.00 0.0% Call Pa* PArrW.I 16 Chatale 7U� zmvMW$ S 258.49 3 258.49 5 258.49 IIIlZDI9 1031`2019 $ 82.60 3-6-A MdAppl.W. aG% 36% $ 267M S 287.63 S 267.53 Illawo 1MV2020 3 M70 27690 S 276.90 B 276.90 1ila021 8=021 6 88.70 Navre, 5 130.58 $ 13OZO 130.68 7177201e 1213112010 $ 41.83 0.0% Onshy' '- / E, aft-s.boc. plb!Ii� S IWO $ 135,10 3 IM16 1/112019 12131019 S 4329 36% NmAppluble 3% 3.5% IMAO $ 139.89 $ inn IM12020 1213fam It 4441 S 144.78 S M78 $ MIS 101/2021 MOM S 46A Nama 8 239.69 S 239.69 $ 23969 70112018 1201201ll S 76.78 OMA 246.03 $ 248.08 $ 24R08 11112019 12M120019 5 79A7 315% NotApplkable 3.5% 36% S 26678 $ 26676 $ 256.76 Illmo 1713112020 8225 26675 S 285.76 S 265.76 MIMI 1 QG=I S mIj Narita, $ 166.84 $ 166.84 S I69.84 711/2018 IPJ31/2018 $ 5024 0.0% 3 162.33 S 162.33 It 152.33 11112019 1713112019 $ 62.00 3.5% NU Applcablfo YEA 3.5% IB&OI $ IN.01 S 168.01 11112020 1213112020 $ 63M 173.89 6 173.89 $ 173.69 11112021 6rM021 5 55.70 Narad $ 122.62 $ 122.02 $ 122.62 7/12018 125112018 S 3918 010% $ 126.92 S 126.92 a 126.0 1/112018 12272019 S 40.66 3.6% NcAAppqwb4e 15% 16% 131-U 131-M F 131.36 111=0 IM112020 S 135.96 $ 135.06 Illnial 8W2021 6 43.65 N. S 95.21 S 0321 S 021 71112018 1213112018 $ 3050 0.0 Vkhael Jwbod IPMectTeaddan.. 1 96.65 S DOSS 11112DI9 12131 2 19 $ LI f H./I Nd Appllable 1.11 E33 .5 3.6 �15 �10111111 $ 102.00 11112020 121317 j 324171 0511 $ $ 105,571 11IRMI I 1 (Add "go as PaG9409 January"18 25F-301 Local Asslstanea Procedures Manuel FJ Mrr 20-H2 NOTES: L Rayper 11aeilrad be rnadcedwith master[sk(-) and emplo3ua thetere subiattoprna0ingwasemguf<mummustbemeKei with two astedso,(+*).All costs must comply with the Fsdeml cost principle& Suboosuultanb will provideth*own restpropossU. 2. The cast proposal fumed shall not be amended 3. B011ag taro=ecmal thusly taro�(1+ICR)s(l+Fee). Indirect cost rums slag beupdated on an sonar basis in accordenrowith the caasulmnfs amueia eausa :g period and established by a cognlz:mtagency oraceepted by CGlmans. All eats rater complywith the Federal costpsinciples fbr relmbummumt. 4. For named euplayees and key personnel miff the acbml hourly rate. For classEicntionsonly, enter the Average HoudyRete fat Mar ulossi6catim. ExR fir 10-H2 COST PROPOSAL Pege2 cis SPECIFIC RATEOP COMPENSATION (USE FOR ON-CALLOR AS-NEEDEDCOMr7LACrE) (CONSTRUCTION PNOIMEORING AND INSPECTION CONTRAM) Terracon Consultants, In 0 Prime Consultant 21 Subconsultant Cataract No. RFP 18-W miss 07/25/2018 SCHEDULE OF OTHER DIRECT COST ITEMS Add additional Pages as aecessa Description of Item Quantity Unit Unit Cost Total Mileage Costs mile $0.55 $ Equipment Rental and Supplies LS $ &Cost $ @ Cost Permit Fees $ @Cost $ @Cost Plan Sheets $ @Gost $ @Cost Test $ a Cost $ @Cost Vehicle No n/a $nla $n/a Subconsultant l: McldLab $ @ Cost Subconsultant 2: LA Testing I EMSL(backup lab $ @Cost Subconsultant 3: Emlab(backup lab) $ @ Cos( Subconsultant 4: TeslAmeiica(backup lab $ Cps( Subconsultant 5: SGS Galson(backup lab $ @Cost ............. u.w..rv.n. Wa—u.-.,,anal. NOTES: 1. List other direct oust Users with estimated toms. These costs should be competitive in their respective ladustdes And mppomd with appropriate documentation. 2. Proposed ODC items should be consistently billed regardless ofclimtand convect type. 3. Items when Incurred for the same purpose, in like eircumsomce, should norhe Included in my irdima cost pool or In the Mahood ram. 4. Items such as special tooling, will be mimbuteel at actual cost with supportingdawmcutetion ('mwka), S. Items listed abavo that would be comidmod 'tools of the bade^ are not reimbursable a other direct Met. 6. Travel related costs should be pmo-oppmmd by the contracting agmcyand then net exceed current State Deparmentofpasomel Administration ales, Page 5 of 9 January 2018 25F-302 Local Assistance Procedures Manual EXHIBIT 10-HZ CostProposal 7. If mileage Is oWmed, the rote should be properlysupported by theeornulmuft calculation ofthek actual corm for waspanyvehiclei In sddidon, the miles chimed ftuldbe supported by mileage logs. S. We eomultantpmposa rental costa for a vehicle, the wmpaay must demonsmrio tlmt this Is its atsmimdpmaedure forhll of didreontacts and datthey do not o" auywhieiw that could be used loathe acme purpose. 9. The cast proposal fornatt shall rot be mended. All costs must complywith the Federal eostpdaclples. 10. Add eddidonal pages ffueeesrary. It. 8ubco multenm must provide their own cost proposals. Jan ucry 2018 25F-303 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal EXHIBIT 10-H2 COST PROPOSAL Page 3 of 3 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 7. Generally Accepted Accounting Principles (GAAP) 8. Terms and conditions of the contract 9. Title 23 United States Code Section 112 -Letting of Contracts 10. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 11. 23 Code of Federal Regulations Part 172 -Procurement, Management, and Administration of Engineering and Design Related Service 12. 48 Code of Federal Reaulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsaltant Certifvine: Name: Fred Buhamden Signature: 1, Title *: Principal Date of Certification (mm/dd/yyyy): 07125/2018 Email: Fred.Buhamdan@terracon.com Phone Number: Address: 1421 Edinaer Ave. Suite C. Tustin, CA 92780 949-261-0051 * An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is providing under the proposed contract: Hazardous Materials Survey, including Asbestos, Lead, Mold, and other Industrial hygiene services Page 7 of 9 January 2018 25F-304 Local Assistance Procedures Manual E7LHBIT 10-H3 Cost Proposal Emma 10-113 COST PROPOSAL Page I of 2 COST PER UNIT OF WORK CONTRACTS (GEOTEc1INICAL AND MATERIAL TESTING) Note: Mark-ups are Not Allowed 0 Prime Consultant ❑ Subconsultant ❑ 2nd Tier Subconsultant Consultant Project No. Contract No. Date Unit/Item of Work: (Example: Log of Test Boring for Soils Report, or ADL Testing for Hazardous Waste Material Study) Include as many Items as necessary. DIRECT LABOR Professional (Classification)" Sub-profes sionaVrechnical * * EQUIPMENT 1 (with Operator) EQUIPMENT 2 (with Operator) Hours Billing Hourly Rate ($) Total ($) Consultant's Other Direct Costs ODC — Itemize: Description of Item Ouantitv I Unit Unit Cost Total ODC Example: Travel/Mileage Costs $ $ ODC Example: Mobilization/De-mobilization $ $ ODC Example: Su lies/Consumables $ $ ODC Example: Report $ $ ODC(List more ODCs as applicable) $ $ Subconsultant 1: $ Subconsultant 2: $ Subconsultant 3: $ Subconsultant 4: $ Subconsultant 5: $ Note: Attach additional pages ifummary. TOTAL COST PER UNIT OF WORK NOTES 1. Key personnel MW be marked with an asterisk (') and employees that are subject to prevailing wage requirements must be marked with two asterisks ("+'). All costs must comply with the Federal cost principles. Subcunsultants will provide their own cost proposals. The cost proposal format shall not be amended 2. Hourly billing rates should include prevailing wage rates and be consistent with publicly advertised rates charged to all clients (Commercial, Private or Public). 3. Mobilization/De-mobilization is based on site location and number and frequency of testslitems. 4. ODC items shall be based on actual costs and supported by historical data and other documentation. 5. ODC items that would be considered "tools of the trade" are not reimbursable, 6. BiWng Hourly Rates most be actual, allowable, and reasonable. Page 8 of 9 January 2018 25F-305 Local Assistance Procedures Manual EXHBIT 10-113 Cost Proposal ExMIT 10-H3 COST PROPOSAL Page 2 of Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 13. Generally Accepted Accounting Principles (GAAP) 14. Terms and conditions of the contract 15. Title 23 United States Code Section 112 - Letting of Contracts 16. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 17, 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 18. 48 Code of Federal Regulation Part 9904 Cost Accounting Standards Rn d (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifvine: Name: Signature Email: Address: Title*: Date of Certification (mm/dd/yyyy):. Phone Number:. * An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is providing under the proposed contract: Page 9 of 9 January 2018 25F-306 Local Assistance Procedures_Manual Exhibit 10-01 Consultant Proposal DBE Commitment 1. Local Agency: EXHIBIT 10-01 CONSULTANT PROPOSAL DBE COMMITMENT City of Santa Ana 3. Project Description Various Environmental Services 2. Contract DBE Goal: TBD per'task order 4. Project Location: City of Santa Ana, CA 5. Consultant's Name: Terracon Consultants, Inc. 6. Prime Certified DBE: ❑ 7. Description of Work, Service; or Materials Supplied B. DBE Cenification Number 9. OBE Contact Information 10. DBE % MoldLab / Lead Paint Chip Analysis and Bulk Sampling Analysis wfdb42302y0418 Kristina Rucker (972-820-9373) TBD Local Agency to Complete this Section 11. TOTAL CLAIMED DBE PARTICIPATION o TBD h 17. Loral Agency Contract Number: 18. Federal -Aid Project Number: 19. Proposer! Contract Execution Dale: ORTANT: Identify all DBE firms being claimed forcredit. regardless of tier. Written ra),atlon of each listed DBE is Local Agency certifies that all DBE cenifications are valid and information on this forth is complete and accurate. required. I2018 20. Local Agency Representative's Signature 21. Date 12. Preparer's Signature 13. Dale Fred Buhamdan 949-261-0051 22. Local Agency Representative's Name 23. Phone 14. Preparers Name 15. Phone Principal 24. Local Agency Representative's Title 16. Preparers Title DISTRIBUTION: Original — Included with consultant's proposal to local agency. ADA Notice: Forindividuals with sensory disabilities, this document is available in altemale formats. For information call (916) 654-6410 or TOO (910) 654- 3880 or write Records and Forms Management. 1120 N street. MS-89, Sacramento, CA 95814. Page-1 of 2 July 23,2015 25F-307 25F-308 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE FIRST AMENDMENT TO AGREEMENT WITH MGT OF AMERICA CONSULTING, LLC FOR STATE MANDATED COST REIMBURSEMENT SERVICES (STRATEGIC PLAN NO. 4, 1) 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 Authorize the City Manager and Clerk of the Council to execute a first amendment to agreement with MGT of America Consulting, LLC to amend the scope of services and increase the compensation by $11,400 to provide for SB90 State mandated cost reimbursement claim services, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION Local agencies provide various programs and services which are mandated by the State of California. When the Governor or Legislature mandate new programs or higher level of service, the State Constitution requires the State to reimburse local agencies for all eligible expenses through the SB90 State mandated cost reimbursement claims process. Over the past three years, the City of Santa Ana has received approximately $260,000 per year in State reimbursement for mandated programs and services required in law enforcement agencies. On September 16, 2013, at the conclusion of a Request for Proposals (RFP) process, the City entered into a three-year contract agreement with MGT of America, Inc. (Consultant) to provide SB90 claim preparation services, for a total not to exceed amount of $34,3.00 with two additional one-year options to renew at the City's discretion. On August 2, 2016, the City exercised the first of two one-year extension options for a total not to exceed amount of $56,525 which consisted of $11,400 for SB90 cost reimbursement claims and $45,125 for preparation of reimbursement claims for the Public Works Agency's capital projects (Agreement No. A-2016-199). On September 19, 2017, the City entered into a one-year contract agreement with the Consultant with provision for a one-year extension to prepare applicable State mandated cost reimbursement 25G-1 Approve First Amendment to Agreement with MGT of America Consulting, LLC For State Mandated Cost Reimbursement Services August 21, 2018 Page 2 claims effective September 19, 2017 through September 18, 2018 (Agreement No. A-2017-251). The agreement was a continuance of services initially provided under Agreement No. A-2016-199 referenced above. However, the parties did not include reference for services provided for annual claims under SB90. Therefore, staff is requesting Council approval to amend the Scope of Services and the Compensation section of the agreement to include services provided for SB90 claims and cover costs incurred for the claims. The amendment will also recognize the change in the Consultant's reorganization of its corporate structure. As a result, the Consultant will be referred to as MGT of America, LLC, the parent company of MGT of America Consulting, LLC, effective as of the date of this amendment. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 City Financial Stability, Objective #1 (Maintain a Stable, Efficient, and Transparent Financial Environment). FISCAL IMPACT There is no direct fiscal impact on any expenditure accounts of the City or its related agencies. Upon receipt of monies from the State of California, funds in the amount up to $11,400 will offset revenues received in the SB90 state mandated cost reimbursement revenue account (account no.01114002-50503). Sergio Vidal 51y Assistant Director Finance and Management Services Agency SR Exhibit: 1. First Amendment to Agreement with MGT of America Consulting, LLC 25G-2 EXHIBIT 1 FIRST AMENDMENT TO CONSULTANT AGREEMENT WITH MGT OF AMERICA CONSULTING, LLC THIS FIRST AMENDMENT TO AGREEMENT is entered into this 21st day of August 2018, by and between MGT of America, LLC, the parent company of MGT of America Consulting, LLC ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 19, 2017, the City entered into Agreement #A-2017-251 with Consultant to prepare applicable State Mandated Cost Reimbursement claims for the term of September 19, 2017 through September 18, 2018. The current term of the Agreement is still in effect and allows for a one-year option to extend the term. B. The Agreement is a continuance of services initially provided under Agreement A-2016-199, pursuant to RFP 13-035. Included within the services requested under the RFP and Agreement A-2016-199 were fees and rates for annual claims under SB 90. C. In preparing the draft for Agreement A-2017-251, the parties inadvertently did not include reference for services provided for State Mandated Cost Reimbursement claims under SB 90. D. In accordance with the terms and conditions of the Agreement, the parties desire to amend the Scope of Services and the Compensation amount of the Agreement to reflect services provided by the Consultant to cover costs incurred for State Mandated Cost Reimbursement claims under SB 90. E. The City also recognizes the change in the Consultant's reorganization of its corporate structure that occurred on November 17, 2017. The City shall refer to the Consultant, for the purpose of this Agreement, as MGT of America Consulting, LLC, effective as of the date of this First Amendment. THE PARTIES THEREFORE AGREE: Section 1, SCOPE OF SERVICES, shall be amended to include the attached Exhibit B as an additional scope of services to this Agreement. 2. Section 2, COMPENSATION, shall be amended to increase the annual sum, as detailed in the attached invoices attached hereto as Exhibit C. The total costs for the services provided in Exhibit C shall not exceed $.11,400.- The total amount to be expended under the amended terms of this Agreement shall not exceed $56,525. Except as hereinabove modified in this First Amendment, the terms and conditions of said Agreement remain unchanged and in full force and effect. Page 1 of 2 25G-3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council ►:110Utr110.YM.10E00]03VA Sonia R. Carvalho, City Attorney By: inmaraijogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: David Valentin Chief of Police CITY OF SANTA ANA RAUL GODINEZ II City Manager MGT OF AMERICA CONSULTING, LLC By: Title: Page 2 of 2 25G-4 Exhibit B Description of Scope/ Services to be performed by the Consultant A. Prepare and submit cost claims for FY 2016-2017 in in accordance with the annual claiming instructions and deadlines provided by the State (February 15, 2018) B. Facilitate department interviews to document and understand how the City complies with each eligible mandate reimbursement program C. Prepare and submit other new or first-time cost claims pursuant to the State Controller's Office (SCO) claiming instructions which are issued in accordance with parameters and guidelines received from the Commission on State Mandates and mailed to local agencies during the fiscal year D. Prepare all eligible City claims that exceed the State minimum of $1,000. Review the claims for completeness, propriety and eligibility of costs E. Discuss any edits with appropriate City member, provide completed claims to City for review and signature by no later than three weeks prior to State claiming deadlines F. File/ deliver the executed claims with the SCO prior to claiming deadline(s) G. Provide assistance to the City in responding to inquiries about and/ or defending the claims filed by the City that are audited or desk reviewed by the Office of the State Controller H. Monitor the general payment status of all claims submitted and still due on behalf of the City/ County pursuant to SB 90 claims due from the State I. Assist the City with any claims filed by MGT of America that are audited by the SCO J. Provide on- going support and status updates related to the anticipated changes in the claiming process arena of state government 25G-5 Y/f1-9144iF8 Invoice for FSW i FY18 i City of Santa Ana i SB90 i FY17 i CA i 8624 i MGT of America Consulting, LLC INVOICE Exhibit C Project: FSW I FY18 1 City of Santa Ana I SB90 FY17 I CA 18624 Invoice #32085 due October 07, 2017 STATUS: Late (282 days over) IssuE DATE: September 07, 2017 PAYMENT SCHEDULE: Net 30 **e*i M G T CONSULTING GROUP TO: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn: Jasmine Yu, CPA Sr. Accountant jyu@santa-ana.org FROM: MGT of America Consulting, LLC 4320 West Kennedy, Suite 200, Tampa FL 33609 PHONE: 813-327-4717 Employer Identification Number: 81-0878597 STATEMENT OF SERVICES TITLE SUBTOTAL Annual SB 90 Claiming $2,850.00 Fixed Fee $2,850.00 Total $2,850.00 MESSAGE First quarterly invoice for State Mandate Cost Claiming (SS 90) services provided during FY 17-18 fiscal year Jul -Aug -Sep 2017 Terms: Total amount due within 30 days of invoice date. A service charge of 1 1/2% permonth will be assessed on any unpaid balance over 60 days. https:llmgtconsulting.mavenlink.com/invoices/2940595 25G-6 1/1 7/1612018 Invoice for FSW I FYI 1 City of Santa Ana I SB90 I FY17 I CA 18624 1 MGT of America Consulting, LLC INVOICE Project: FSW I FY18 1 City of Santa Ana I SB90 FY17 I CA 18624 Invoice #32775 due January 28, 2018 STATUS: Late (169 days over) ISSUE DATE: December 29, 2017 PAYMENT SCHEDULE: Net 30 STATEMENT OF SERVICES TITLE Annual SB 90 Claiming Q2 SB 90 services, for 2016-17 actual claims due 2115/18. Terms: Total amount due within 15 days of invoice date. A service charge of 1 1/2%per month will be assessed on any unpaid balance over 60 days. **i*i MGT CONSULTING GROUP TO: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn:jasmine Yu, CPA Sr. Accountant jyu@Santa-ana.org FROM: MGT of America Consulting, LLC 4320 West Kennedy, Suite 200, Tampa FL 33609 PHONE: 813-327-4717 Employer Identification Number: 81-0878597 AMOUNT $2,850.00 Fixed Fee $2,850.00 Total $2,850.00 https://mgtconsulting.mavenlink.com/invoices/3310215 25r- f 1/1 7116/2018 Invoice for FSW I FYI 1 City of Santa Ana I SB90 I FY17 I CA 18624 1 MGT of America Consulting, LLC INVOICE Project: FSW I FY18 1 City of Santa Ana I SB90 FY17 I CA 18624 Invoice #33298 due April 25, 2018 STATUS: Late (82 days over) ISSUE DATE: March 26, 2018 PAYMENT SCHEDULE: Net 30 **e*i MGT CONSULTING GROUP TO: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Atm: Jasmine Yu, CPA Sr. Accountant jyu@santa-ana.org FROM: MGT of America Consulting, LLC 4320 West Kennedy, Suite 200, Tampa FL 33609 PHONE: 813-327A717 Employer Identification Number: 81-0878597 STATEMENT OF SERVICES TITLE AMOUNT Annual SB 90 Claiming $2,850.00 Fixed Fee $2,850.00 Total $2,850.00 MESSAGE 3rd quarterly invoice for State Mandate Cost Claiming (SB 90) services provided during FY 17-18 fiscal year Jan -Feb -Mar 2018 Terms: Total amount due within 30 days of invoice date. hftps:flmgtconsulting.mavenlink.com/invoices/36363i5 25G-8 1/1 7/16/2018 Invoice for FSW i FY18 i City of Santa Ana I SB90 i FY17 i CA 186241 MGT of America Consulting, LLC INVOICE Project: FSW I FY18 1 City of Santa Ana I SB90 FY17 I CA 18624 Invoice #33434 due May 30, 2018 STATUS: Late (47 days over) ISSUE DATE: April 30, 2018 PAYMENT SCHEDULE: Net 30 **i*i MGT CONSULTING GROUP TO: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn: Jasmine Yu, CPA Sr. Accountant jyu@santa-ana.org FROM: MGT of America Consulting, LLC 4320 West Kennedy, Suite 200, Tampa FL 33609 PHONE: 813-327-4717 Employer Identification Number: 81-0878597 STATEMENT OF SERVICES TITLE AMOUNT Annual SB 90 Claiming $2,850.00 Fixed Fee $2,850.00 Total $2,850.00 MESSAGE 4th quarterly invoice for State Mandate Cost Claiming (SB 90) services provided during FY 17-18 fiscal year Apr -May -Jun 2018 Terms: Total amount due within 30 days of invoice date. hdps://mgtconsulting.maventink.cornhnvoices/3767125 2 5 V -9 111 25G-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE AN AMENDMENT TO CONSULTANT AGREEMENT WITH REDISTRICTING PARTNERS FOR. ADDITIONAL SERVICES AND COMPENSATION RELATED TO REVIEW OF ELECTIONS SYSTEM REGARDING CONVERSION TO BY -DISTRICT ELECTIONSAND COMPLIANCE WITH CALIFORNIA VOTING RIGHTS ACT (STRATEGIC PLAN NO. 5) r CI ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an amendment to a consultant agreement with Redistricting Partners, ("Consultant") related to the potential need to convert to a by -district election system. The current agreement is for a one (1) year term ending on April 10, 2019 for an amount not to exceed $25,000 subject to non -substantive changes approved by the City Manager and City Attorney. The amendment would allow for Consultant to provide additional services at public hearings and community outreach meetings to comply with the California Voting Rights Act. Additional compensation for services rendered would be increased by $10,500, resulting in a total not -to -exceed amount of $35,500. No other terms or conditions of the Agreement will be amended. DISCUSSION On April 11, 2018, the City engaged the services of Redistricting Partners to review the potential need to convert to a by -district election system in order to comply with the California Voting Rights Act ("CVRA") and to assist the City in its efforts related to litigation served upon the City on April 30, 2018, in the matter of Le v. City of Santa Ana. Given the City Council's placement of a charter amendment on the ballot regarding by -district elections, the City will need additional services from the Consultant to pursue a proposed revision of the ward boundaries for possible implementation In reviewing the scope of services with Redistricting Partners, the Consultant notified the City that additional public engagement through community meetings or public hearing to meet compliance with the CVRA. The Consultant has agreed to conduct these events at rates contemplated in the original Agreement. 25H-1 Amendment to Consultant Agreement — Redistricting Partners August 21, 2018 Page 2 The proposed amendment will authorize the City to allow the Consultant to conduct up to seven (7) additional meetings including public hearings. Additional compensation in an amount of $1,500 per event is fixed under the terms of the Agreement. The total amount, under this First Amendment, would increase the compensation for the Agreement in an amount not to exceed $35,500. STRATEGIC PLAN ALIGNMENT Approval of this item allows us to meet Goal #5. Community Health, Livability, Engagement & Sustainability, Priority #1, Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities. FISCAL IMPACT Funds for these election related administrative costs are available in the Clerk of the Council, Contractual Services account no. 01107031 62300, FY 2018-2019. The total cost of the contract for Fiscal Year 2018-19 is projected to be $35,500. Maria D. Huizar Clerk of the Council APPPPROOVVEEDD AS TO FUNDS AND ACCOUNTS: /� Sergio Vidal Fgl (251�) Assistant Director Finance and Management Services Agency Exhibits: 1. First Amendment to Consultant Agreement for Redistricting Partners 2. Draft Timeline for Public Hearings and Community Outreach Meetings 25H-2 FIRST AMENDMENT TO AGREEMENT WITH REDISTRICTING PARTNERS TO PROVIDE REVIEW OF ELECTIONS SYSTEM REGARDING CONVERSION TO BY -DISTRICT ELECTIONS THIS FIRST AMENDMENT TO AGREEMENT is entered into this 21' day of August, 2018, by and:betiveen'RedisMeling:l artners,(�:Consultanf ), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City ). RECITALS A. On April 11, 2018, the City entered into Agreement No. N-2018-051 with Consultant to conduct a review of the potential need to convert to a by -district election system in order to comply with the California Voting Rights Act. The term of the Agreement is for one year, with an expiration date of April 10, 2019. B. The parties have determined that attendance by the Consultant at upcoming community meetings and public hearings, as further described in Exhibit A-1, is required to comply with the California Voting Rights Act. C. In accordance with the terms and conditions of the Agreement, the parties desire to amend the Agreement to include the schedule of additional proposed community meetings and public hearings, and include additional compensation for said services rendered by the Consultant. No other terms or conditions will be impacted by this amendment to the Agreement. THE PARTIES THEREFORE AGREE: 1. Section 1, Scope of Services, shall be amended to include attendance and participation at the community meetings and public hearings described on Exhibit A-1. The parties agree that the scheduling is not yet determined for certain meetings or hearings. The City and Consultant may revise the date(s) and location(s) of an event listed in Exhibit A-1. The Clerk of the Council will provide written confirmation of any change in the details for an event. 2. Section 2, Compensation, shall be amended to increase the compensation for attendance and participation at the meetings and hearings described on Exhibit A-1 by the sum of $10,500 or $1,500 per meetinglhearng Accordingly, the total amount to be spent under the Agreement shall not exceck-g5- 5Q0 3. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. EXHIBIT 1 25H-3 Signature page: First Amendment to Agreement (N-2018-051) IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the 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 : John M.Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Maria D. Huizar Clerk of the Council CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT By: Title: Page 2 of 2 25H-4 Exhibit A-1 to Agreement N-2018-051 Proposed Community Meetings and Public Hearings (subject to change by the Parties) Week of 8/27/18, exact date TBD — First Community Outreach Meeting 9/4/18 — First Public Hearing Week of 9/4/18, exact date TBD — Second Community Outreach Meeting. This meeting must not be held on 9/4/18, as that is the date of the First Public Hearing. Week of 9/10/18, exact date TBD — Third Community Outreach Meeting Week of 9/17/18, exact date TBD — Fourth Community Outreach Meeting, to take place in the Western portion of the City, west of the Santa Ana River. This meeting will be immediately followed (at same location) with second public hearing. 10/16/18 — Third Public Hearing (Special Meeting) 10/30/18 — Fourth Public Hearing (Special Meeting) - Council to Select a Map and introduce ordinance designating map to be used for 2020 elections, ordinance to be effective if ballot measure is approved. EXHIBIT 2 25H-5 25H-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE PURCHASE AGREEMENT 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) � .1* MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a Purchase Agreement for the real property partial acquisition and goodwill (if any) with the property owner listed below, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly Acquisition Amount known as / location Type 1. Quirino Vargas 2243 S. Maple St. Partial $49,500 (APN 403-144-11) Warner Avenue is classified as an East-West Major Arterial in the City's General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways. Improving the 1-mile segment of Warner Avenue from Main Street to Wright Street has been a long-term priority project that is being constructed in several phases. Improvements include widening from a four - lane roadway to a six -lane arterial to address safety issues and provide adequate vehicular capacity; and installing parkway, raised median landscape, storm drain, protected bike lanes, sound walls, street lights, and traffic signals. The City is acquiring properties for the development of Phase 1, bounded by Main Street and Oak Street. Construction is anticipated to begin in spring 2019. With the proposed widening along Warner Avenue, the cul-de-sac at Rousselle Street is required to be relocated further north; therefore the partial acquisition of this property's backyard is necessary to accommodate the proposed street improvements (Exhibit 1). The purchase offer was determined based on the appraised value prepared by a California State licensed appraiser, 251-1 Purchase Agreement for Real Property Acquisition Warner Avenue Improvements Phase 1 August 21, 2018 Page 2 and was accepted by the property owner. The compensation amount listed above is incorporated in the attached agreement (Exhibit 2). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). ENVIRONMENTAL IMPACT On September 1, 2015, City Council approved the Warner Avenue Final Environmental Impact Statement (SCH No. 2012101004). FISCAL IMPACT Funds in the amount of $49,500 are available in the Warner Avenue Improvements Project (No. 14-6802) for expenditure in FY 2018-2019: $37,125 in the Measure M2 Competitive Street Fund (Account No. 03217663-66100) and $12,375 in the Transportation System Improvement Area E Fund (Account No. 03417660-66100), subject to nonsubstantive changes. AP PR VED AS TO FUNDS & ACCOUNTS: Fuad 8. Sweiss, PE, PLS Sergio Vidal ryr 3T Execut ve Director Assistant Director Public orks Agency Finance and Management Services Agency FSS/EWG/JG/KN Exhibits: 1. Location Map 2. Purchase Agreement — APN 403-144-11 251-2 4 (NTS) ORANGE AV CYPRESS AV MAINST :.. w m w z Q `, ussm -SUBACT mw TV -ACOUIREO PROPERTIES 016.031.33 016.033.50 016.031.51 016.031.38 YELLS FARM BARK • 1016.103.23i - •816:103.22, KILSON DR OAK ST :%1fF-L7 it ili 016.090.22 0ELH1 PARK 016.OW-21 MATCHUNE SEE IVr LEFT �SANTA ANA TiRE1 r PLIRCMAeE AGF EEM ENM FOR WARNER AVENUE PWAIrPROVEI� 9M (PROJECT NO MMM . NONOEI!ERAL FUND) - - 251-3 251-4 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, Quirino Vargas, a single man (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" and "A-1" — Legal Description and EXHIBIT "B" and "13-1" — Plat Map ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 2243 South Maple Street, Santa Ana CA) (APN 403-144-11) 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: Conveyance by Seller. A. 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. B. Seller agrees to convey to City a Temporary Construction Easement in, on, over and above the portion of the subject property described on the attached Exhibit "A-1" and depicted on the attached Exhibit "B-1" and incorporated herein by this reference. 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 Forty -Nine Thousand Five Hundred and no/100 Dollars ($49,500.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in Exhibit 2 251-5 title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 4. Escrow. City agrees to open an escrow at the office of Commonwealth 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 "C" 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 "C" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, temporary construction easement, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Forty -Nine Thousand Five Hundred and no1100 Dollars ($49,500.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within SIXTY (60) days from and after the date on which the City has 251-6 approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said portion of real property to City; (c) Acceptance by City of a Temporary Construction Easement to City; (d) Delivery to City of the policy of title insurance as hereinabove provided; (e) Recordation of the Deed conveying said portion of 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. 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 terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 13. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ("severance damages"); precondemnation damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of 251-7 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 indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. C. Seller hereby acknowledges that he either has consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the provisions of the California Civil Code section 1542, which provides 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." Seller acknowledges that he may have sustained damage, loss, costs or expenses which are presently unknown and unsuspected, and such damage, loss, costs or expenses which may have been sustained, may give rise to additional damage, loss, costs or expenses in the future. Nevertheless, Seller hereby acknowledges that this. Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which Seller may have under California Civil Code Section 1542, or under any statute or common law or equitable principal of similar effect. This acknowledgment and release shall survive the Close of Escrow. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 2243 South Maple Street, Santa Ana, CA 92707. 16. 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 251-8 "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (III) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) 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, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et sue. (42 U.S.C. 86903) or (A) 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 et seq. (42 U.S.C. 89601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 251-9 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. 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficiary, This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. Construction Contract and Curative Work. (a) It is understood and agreed by and between the parties hereto in addition to the compensation shown in Paragraph 6 hereinabove, the City, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed project: NONE All work performed under this Agreement shall conform to all applicable building, fire and sanitary laws, ordinances and regulations relating to such work and shall be completed in a good and workmanlike manner. All structures, improvements or other facilities, when removed, and relocated or reconstructed by the City, shall be left in as good condition as found. (b) It is understood and agreed by and between the parties hereto that the compensation paid to Seller through this Agreement includes the value of the cost to remove, relocate, reconstruct and/or refurbish the following improvements located on the Property: NONE 31. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 251-10 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Quirino Vargas, a single man Date: 7- _ , 2018 Quirj o Vargas City/Buyer City of Santa Ana Raul Godinez II Date: , 2018 City Manager Attest: Maria D. Huizar Date: 12018 City Clerk Approved as to Form: Date: t d , 2018 Jo M. Funk As stant City Attorney RECOMMENDED FOR APPROVAL: Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Date: 2018 251-11 EXHIBIT "A" (PART TAKE FEE) LEGAL DESRIPTION E-THIBTT `A' LEG LDESCRIPTION FOR RIGHT OF WAY PURPOSES MITHL\ ASSESSOR'S PARCEL No. 403-144-11 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PARCEL OF LAND, SITUATE 4 MMN THE NORTH HALF OF LOT 13 OF BLOCK `H' OF TRACT No. 63S /'FURMAN TRACT No.1', AS SHOWN ON THE MAP FILED IN BOOK 19, PAGE 17, OF NUSCELLANEOUS NEAPS, RECORDS OF SAID COUNTY, SAID PARCEL ALSO LYING WITHIN THOSE LANDS DESCRIBED IN THE DOCUMENT RECORDED DECEMBER 28'b 1999, AS INSTRUMENT No. 19990S74522. OFECIAL RECORDS OF SAID COUNTY, SAID PARCEL LYING EASTERLY OF A CURVE, SAID CURVE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COALN NC'LNG AT THE INTERSECTION OF THE CENTERLINE OF NIAIN STREET WITH A LINE THAT IS PARALLEL i E WITH AND 3.00 FEET SOUTHERLY FROM THE CENTERIINEOFWARNERAVENUE, (FORNIERLYDELHIROAD),SAID PARALLEL LIVE BEING THE CONSTRUCTION CENTERLINE FOR SAID WARNER AVENUE; THENCE, EASTERLY ALONG SAID CONSTRUCTION CENTERLINE THE FOLLOWING FIVE (5) COURSES: 1. ALONG SAW PARALLEL i FL LINE SOUTH 8S030' 10" FAST,175.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY. SAID CURVE HAVING A RADIUS OF 5000.00 FEET; 2. THENCE, NORTHEASTERLY ALONG SAID CURVE 201.52 FEET THROUGH A CENTRAL ANGLE OF 22IS'33"; 3. THENCE, TANGENT TO SAID CURVE, NORTH 89.11' 16" EAST, 245.17' TO THE BEGINNING OF A TANGENT CURVE, CONCAVE. SOUTHERLY, Y, SAID CURVE HAVING A RADIUS OF 50D0.00 FEET, THE EASTERLY TERDIINUS OF SAID CURVE BEING A POINT OF TANGENCY WITH A LINE, SAID LINE BEING PARALLEL r Fr WITH AND 15.00 FEET NORTHERLY FROM SAID CENTERLINE OF WARNER AVENUE; 4. THENCE, NORTHEASTERLY ALONG SAID CURVE 201.52 FEET THROUGH A CENTRAL ANGLE OF 22 18'33" TO LAST SAID PAR L E LINE; 5. THENCE, ALONG LAST SAID PARAI EL LINE, SOUTH 88°30'10- EAST, 508.58 FEET TO A POINT LYING AN ABSOLUTE DISTANCE OF 2331.80 FEET ALONG 251-12 SAID CONSTRUCTION CENTERLINE FROM HEREIN ABOVE DESCRIBED POINT OF CON ENCEMENT; THENCE, PERPENDICULAR TO SAID CONSTRUCTION CENTERLINE. NORTH 1029'50" EAST, 97.01 FEET TO A POINT, SAID POINT BEING THE RADIUS POINT OF A CURVE, SAID CURVE BEING CONCAVE TO THE EAST AND HAVING A RADIUS OF 39.80 FEET, SAID POINT TO BE REFERRED TO HEREIN AS POINT `A'; THENCE, SOUTH 55°59'26" WEST, 39.80 FEET TO A POINT ON THE WEST LINE OF THE 'SANTA ANA CITY BIKE TRAIL', FORMERLY THE PACIFIC ELECTRIC RIGHT OF WAY AS SHOWN ON THE MAP OF SAID TRACT No. 638, SAID POINT ALSO BEING THE BEGINNING OF ANON -TANGENT CURVE, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 55-59.26" WEST, THE RADIUS POINT OF SAID CURVE BEING HEREIN ABOVE DESCRIBED POINT 'A', SAID POINT ALSO BEING THE TRUE POL\T OF BEGILVND G; THENCE, NORTHERLY ALONG SAID CURVE 49.07 FEET THROUGH A CENTRAL ANGLE OF 70038'03" TO A POINT ON THE EAST LINE OF LOT 13 OF BLOCK W OF SAID TRACT No. 63S; C ONTA INING AN AREA OFAPPRO_MTATELY 264 SO.UARE FEET, AIORE OR LESS; SUBJECT TO COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS OF WAY, AND EASEXIENTS OF RECORD, 7 ANY; ALL AS SHORTY ON E.I Mrr'B', SKETCH TO ACCOMPANY LEGAL DESCRIPTION, ATTACHED HERETO AND BY TOS REFERENCE MADE A PART HEREOF. ANTHONY C. C130110 P.LS. 6042 5� DATED_ 2017-12 20 v p f any Cr, 251-13 EXHIBIT "B" (PART TAKE FEE) C04 X)p- 10 N887010"Iv 134.64' I I I I 12 I 1t I I I I I I I I PLAT MAP — _iti53_22_31 "W r tQn�w9 TRt39p0 �9 13 `?pQ'c ��p h Pot hpp = Qp o 40' 1 20' 11 20, i `7 ' cl) ui � N5yy99pl I I w I wl � N cq o � o J F I e,, m w L y ml y�l r � 20' 20' rc nl col I I I I N88730'10"W 174.50' — MAW ST. I Li Ls -.2 i PC E. WARNER P.O.C. AVE (FORMER?. Y DELH) ROAD) COURSE TABLE `O L2 N88130'10"W 175.00, L3 N8911'I67E 245.17' L4 N883010"W 973.48' ,M r L5 N8830'10"19 508.58' L6 N8830'10"U 794,83' w� 9rf M C7 d=2'i6'33" R-5000.00' L-201.52' 1�j+J F', JOHNSON—FRANK & ASSOC., INC. \J LAVU S mcyp'' - M PFN' f! 5158 E, MUMER AVENUE I I I GONSTRUCTION- A.P. No. 403-144-11 2243 MAPLE ST. RIGHT OF WAY EASEMENT x:vsxxzx 251-14 EXHIBIT "A-1" (TEMPORARY CONSTRUCTION EASEMENT) LEGAL DESCRIPTION E-l[3 r .A' LEGAL DESCRIPTION FOR TEAIPOR--TRY CONSTRUCTION E?.SEXIENrPURPOSES VITI'HLN ASSESSOR'S PARCEL No. 403-144-11 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PARCEL OF LAND, SITUATE WITHIN THE NORTH HALF OF LOT 13 OF BLOCK'H' OF TRACT No, 638 / 'FURlfAN TRACT No_ 1 % AS SHOWN ON THE MAP FILED IN BOOK 19, PAGE 17, OF,TIISCELLANEOUS 3,iAPS, RECORDS OF SAID COUNTY, SAID PARCH. ALSO LYING VLWHIN THOSE LANDS DESCRIBED IN THE DOCUMENT IT RECORDED DEMMER 28 `� 1999, AS INSTRUMENT No.19990S74522, OFFICIAL RECORDS OF SAID COUNTY. SAID PARCEL BEING THE EAST 13.00 FEET OF THOSE LANDS DESCRIBED IN SAID INSTRUIaIENT; EXCEPTING THEREFROM EVERYTHING LYING EASTERLY OF THE FOLLOWING DESCRIBED CURVE: COMIENCT\GAT THE INTERSECTION OF THE CENTERLINE OF MAIN STREET WITH A LINE THAT IS PARALLEL g Fr WITH AND 3.00 FEET SOUTHERLY FR01f THE CENTERLINE OF WARNER AVENUE, (FORMERLY DELHI ROAD), SAID PARALLEL E LINE BEING THE CONSTRUCTION CENTERLINE FOR SAID WARNER AVENUE; THENCE, EASTERLY ALONG SAID CONSTRUCTION CENTERLINE THE FOLLOWING FIVE (5) COURSES: I. ALONG SAID PARALLEL r Ei LINE, SOUTH SS-30' 10" EAST, 175.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY_. SAID CURVE HAVING A RADIUS OF 5000.00 FEET; 2. THENCE, NORTHEASTERLY ALONG SAID CURVE 201.52 FEET THROUGH A CENTRALANGLE OF 2`➢S'33'; 3. THENCE, TANGENT TO SAID CURVE, NORTH 89.11' IB' EAST, 245.17' TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, SAID CURVE HAVING A RADIUS OF 5000.00 FEET, THE EASTERLY TERNENUS OF SAID CURVE BEING A POINT OF TANGENCY 117TH A LINE, SAID LINE BEING PARALLEL r E WITH AND 15.00 FEET NORTHERLY FROM SAID CENTERLINE OF VPARNERAVENUE; 4. THENCE, NORTHEASTERLY ALONG SAID CURVE 201.52 FEET THROUGH A CENTRAL ANGLE OF 2218'33" TO LAST SAID PARALLEL i E LINE; 251-15 5. THENCE, ALONG LAST SAID PARALLEL LINE, SOUTH SS°30' 10" EAST, 508.55 FEET TO A POINT LYING AN ABSOLUTE DISTANCE OF 2331.80 FEET ALONG SAID CONSTRUCTION CENTERLINE FROM HEREIN ABOVE DESCRIBED POINT OF CONMENCENMENT; THENCE, PERPENDICULAR TO SAID CONSTRUCTION C=ERLINE, NORTH 1°29'50" EAST, 97.01 FEET TO A POINT, SAID POINT BEING THE RADIUS POINT OF A CURVE. SAID CURVE BEING CONCAVE TO THE EAST AND HAVING A RADIUS OF 39.80 FEET, SAID POINT TO BE REFERRED TO HEREIN AS POINT `A'; THENCE, SOUTH 55°59126" (VEST, 39.50 FEET TO A POINT ON THE WEST LINE OF THE `SANTA ANA CITY BIKE TRAIL', FORMERLY THE PACIFIC ELECTRIC RIGHT OF WAY AS SHOWN ON THE MAP OF SAID TRACT No. 63S, SAID POINT ALSO BEING THE BEGINNING OF A NON -TANGENT CURVE, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 55059'26' NEST, THE RADIUS POINT OF SAID CURVE BEING HEREIN ABOVE DESCRIBED POINT 'A', SAID POINT ALSO BEING THE TRUE POM OF BEGLIIZqG; THENCE, NORTHERLY ALONG SAID CURVE 49.07 FEET THROUGH A CENTRAL ANGLE OF 70 W03` TO A POINT ON THE EAST LINE OF LOT 13 OF BLOCK `H' OF SAID TRACT No. 63S; CONTAINING AN AREA OF APPROMIATELY 453 SQUARE FEET, MORE OR LESS; SUBJECT TO COVENANTS. CONDITIONS. RESERVATIONS, RESTRICTIONS, RIGHTS OF WAY, AND EASEMENTS OF RECORD, W ANY; ALL AS SHOWN ON EXHIBIT'B% SKETCH TO ACCOMPANY LEGAL DESCRIPTION, ATTACHED HERETO AND BY THIS REFERENCE BLADE A PART HEREOF ANTHONY C. CUONIO P.L.S. 6042 DATED: 2017-12-20 251-16 EXHIBIT "B-1" (TEMPORARY CONSTRUCTION EASEMENT) PLAT MAP 10 'lob" 1J8830740' m. 20'U"W 734.a4'----- N5.372'.31 "1V �' • I _—____— � O.OB I 13.00' y PT r7 LU \9 I g1 �C.,915o/ Di I 14 12 I 13 / I 6.90'— N N883010"W 1.34,57' DO �I ro a Gor U LA as I 0' ' I S� Ob IN a. N� 0 20' 20' h° ♦y CL o to >I III 734.50 .-- 40.00' E. WARNERAVE. —I (FORVERLY DEL111 ROAO)� CONSTRUCTION -- —C MAIN ST. o o r f l I — t4 V CI— P.O.C. COURSE TAELE t`4. EAAo s L1 N0179'W"E 3.00' ohy,�°"T c ono°.pA A.P. No. 403-144-11 L2 N88'30'10"P/ .75.00' 10 c s,".c¢ L3 N8911'I67E 245.A" [/ �Ei TEMPORARY L4 NBBSG'10'W 973.4.48' L5 N8B 30'10"F/ 508, 58, as EIP. 6-R-19 ,.r q N0.6C12 La N8830'10"{V 794.83' CONSTRUCTION F �FaF �AL�gO� EASEMENT M + Ci d�2Y8$3" R=SGOO.pO' L=201.52' F'•� JOHNSON—FRANK h ASSOC., INC. EXHIWT '8' LAN" SURVEONG — MA -Ma SKETCH TO ACCOh1PANY LEGAL DESCRIPTION 5150 E HUNTER AVENUE 1 AN'AHE9+, CALIFORI:N 92007-2049 DATE 2017-12-20 SHFFS CF NO SCALE (714) 777-9877 ,FM (714) 777-1641 mmw:, 251-17 EXHIBIT "C" (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. 251-18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE AMENDMENT TO LOAN AGREEMENT FOR THE SANTA ANA ARTS COLLECTIVE GRANT FUNDED (STRATEGIC PLAN NOS. 5,3A; 5,3C) J' CITY ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on ls' 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 to the Loan Agreement with Santa Ana Arts Collective, L.P. for an additional $407,871 in HOME Investment Partnerships Program funds for a total loan amount not to exceed $2,627,631, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION As an entitlement jurisdiction, the City of Santa Ana annually receives federal grant funds through the HOME Investment Partnerships Program (HOME) for the development of affordable housing. However, the National Defense Authorization Act of 1991 (Act) established rules and deadlines governing the availability of federal appropriations for expenditure. This legislation mandated a statutory and non-waiveable eight -year expenditure deadline for HOME Program grants. As a result of this Act, any HOME Program funds appropriated to the City in FY 2011 will not be available to expend after September 20, 2018 and HOME Program funds remaining in the City's FY 2011 HOME Program grant on this date will be recaptured by the United States Treasury. The City currently has $384,573.41 remaining from the City's FY 2011 grant that will be recaptured on September 20, 2018 if the City is unable to commit and expend the funds before that date. Other similar -sized cities throughout the country also have FY 2011 HOME Program grant funds that are subject to recapture on that date as well as show on HUD's HOME Expiring Funds Report from July 2, 2018. (Exhibit 1) In addition to the $384,573.41 remaining from the City's FY 2011 HOME Program grant funds that are subject to recapture on September 20, 2018, the City also has earned $24,710.24 in program income during FY 2017 that has not been expended. Under the, HOME Grant -Based Accounting Interim Rule, the $24,710.24 in program income must be drawn down before the $384,573.41 of expiring FY 2011 HOME Program grant funds. Therefore, the City must draw down and expend a total of $409,283.65, equal to the $384,573.41 remaining from the City's FY ;I 25J-1 Amendment to HOME Loan Agreement for the Santa Ana Arts Collective August 21, 2018 Page 2 2011 HOME Program grant funds plus $24,710.24 in FY 2017 program income that must be expended prior to drawing down the expiring FY 2011 funds. Following the adoption of the City's Affordable Housing Funds Policies and Procedures, on June 19, 2018, City Council authorized the Community Development Agency to release the Fiscal Year 2018 — 2019 Request for Proposals (RFP) seeking proposals to develop affordable rental and ownership project(s) in the City of Santa Ana with funding from the HOME Program, Community Development Block Grant Program, Project Based Voucher Program, and Housing Successor Agency Fund. As part of this RFP, the City made available the $384,573.41 in FY 2011 HOME Program funds that must be expended by September 20, 2018. In order to commit and expend these funds before the deadline for recapture, staff worked proactively to determine if there were eligible proposals that could be received from developers for the $384,573.41 of expiring FY 2011 HOME Program funds. After discussions with the City and Keyser Marston Associates, Meta Housing Corporation submitted a proposal on July 23, 2018 for an additional $407,871 for the Santa Ana Arts Collective to cover the increased costs of construction. (Exhibit 2) After receiving the proposal, staff formed a Review Panel to review the proposal. The proposal was evaluated by the Review Panel based only upon the written evaluation criteria in the RFP. Following the evaluation process, the Review Panel recommends an award of $407,871 to pay for the increased costs of construction for the Santa Ana Arts Collective. The proposal received from Meta Housing Corporation exceeds the FY 2011 expiring HOME grant funds by $23,297.59, equal to $407,871 minus the $384,573.41 of expiring FY 2011 HOME Program funds. However, since the total funds that the City must draw down and expend is equal to $409,283.65, the additional $23,297.59 is available for the project. If the City does not commit and expend these funds for this project, the City will lose $384,573.41 on September 20, 2018. Background on Funding for the Santa Ana Arts Collective and the Amendment On November 3, 2015, City Council awarded Meta Housing Corporation (Developer) a pre -loan commitment of Inclusionary Housing Funds, Community Development Block Grant (CDBG) and HOME Investment Partnerships Program (HOME) funds, not to exceed $4,635,000, for an affordable housing project called the Santa Ana Arts Collective (Project) located at 1666 N. Main Street. Due to a substantial financial gap remaining for the Project, on June 20, 2017, City Council directed staff to amend the Inclusionary Housing loan agreement for an additional amount not to exceed $2,900,000 in Inclusionary Housing funds and provide for City Council consideration at the July 5, 2017 meeting. And on July 5, 2017, City Council authorized the City Manager and the Clerk of the Council to: 1) Execute an amended and restated Community Development Block Grant and Inclusionary Housing Funds loan agreement with Santa Ana Arts Collective, L.P. for an additional $2,900,000 in Inclusionary Housing Funds as approved by City Council on June 20, 2017 for a total loan amount not to exceed $5,275,000; 25J-2 Amendment to HOME Loan Agreement for the Santa Ana Arts Collective August 21, 2018 Page 3 2) Execute a loan agreement with Santa Ana Arts Collective, L.P. for $2,219,760 in HOME Program funds as approved by City Council on November 3, 2015; Following the approvals by City Council on July 5, 2017, the amended and restated Community Development Block Grant and Inclusionary Housing Funds loan agreement with Santa Ana Arts Collective, L.P. was executed for a total loan amount not to exceed $5,275,000, and a loan agreement with Santa Ana Arts Collective, L.P. for $2,219,760 in HOME Program funds was also executed for the development of the project. The total amount of both loans together is $7,494,760. With these two loan agreements approved and recorded against the property, the developer Santa Ana Arts Collective, L.P., closed on their financing in July 2017. The Amendment to the original HOME Program loan will keep the same terms as the existing loan including the same affordability restrictions and covenants. (Exhibit 3) The Amendment adds $407,871 to the existing HOME loan amount of $2,219,760 for a new total loan amount of $2,627,631. The additional $407,871 will be used to pay for unanticipated hard costs of construction that increased after the project closed on their financing. This Amendment will increase the total loans for the project to $7,902,631. The Santa Ana Arts Collective is the first project entitled under the City of Santa Ana's Adaptive Reuse Ordinance, which was adopted in December 2014, to encourage the recycling of historic, underutilized, commercial buildings into housing. Though challenges are common for adaptive reuse buildings, Meta Housing Corporation has found cost effective ways of overcoming many of them. Still the project needs $407,871 in additional gap financing. Keyser Marston Associates completed a subsidy layering analysis and confirmed that the $407,871 in additional funds is necessary for the development of the project (Exhibit 4). Specifically, these additional funds will pay for: - General contract (hard cost) work completed during July 2018 - Deputy inspections completed in June 2018 - Architecture, structural engineering, and soils engineering completed from January 2018 to June 2018. - Utility engineering started in March 2018. In order to reduce their financial gap, Meta Housing Corporation is also currently applying for additional financing through the County of Orange Special Needs Housing Program for Mental Health Services Act funds. If approved, ten of the 57 units would be assisted by the Special Needs Housing Program for eligible persons with a disability who qualify under the project's artist preference. If approved by City Council, $407,871 will be drawn down from HUD before September 14, 2018 and expended for the project. 25J-3 Amendment to HOME Loan Agreement for the Santa Ana Arts Collective August 21, 2018 Page 4 STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), Strategy A (Continue to explore options Citywide regarding the re -use of commercial or industrial buildings that are currently underutilized or vacant for mixed -use residential projects), and Strategy C (Provide that Santa Ana residents, employees, artists and veterans receive priority for affordable housing created under the City's Housing Opportunity Ordinance or with City funding to the extent allowed under state law). FISCAL IMPACT Funds for the HOME Program loan will be carried forward from prior year for expenditure in FY 2018-19 as follows: Grant Year Account No. Amount 2011 13018780-69152 $384,573.41 2017 13018780-69152 $ 23,297.59 Totals $407,871.00 Steven A. Mendoza Executive Director Community Development Agency APPR VED AS TO FUNDS AND ACCOUNTS: Sergio Vidal G 1-, Assistant Director d Finance and Management Services Agency Exhibits: 1. HUD's HOME Expiring Funds Report from July 2, 2018 2. Proposal from Meta Housing Corporation 3. Amendment to HOME Investment Partnerships Program Loan Agreement 4. Subsidy Layering Analysis by Keyser Marston Associates 25J-4 PJ's with Undrawn Funds EXHIBIT 1 (1992 - 2011) HUD's HOME Expiring Funds Report from July 2, 2018 FISCAL YEAR ST PARTICIPATING JURISDICTION RECIPIENT OF FUNDS FUND TYPE BALANCETO COMMIT DRAW PENDING APPROVAL BALANCE TO DRAW 2011 AL HUNTSVILLE HUNTSVILLE CO $0.35 $0.00 $0.35 2011 AR ARKANSAS ARKANSAS EN $37,263.00 $0.00 $37,263.00 2011 AR ARKANSAS HABITAT FOR HUMANITY OF PULASKI C SU $439,273.34 $0.00 $439,273.34 2011 AR ARKANSAS LAKEVIEW, CITY OF SU $891.00 $0.00 $891.00 2011 AR ARKANSAS ARKANSAS LAND & FARM DEVELOPME SU $154,000.00 $0.00 $171,238.71 2011 AR LITTLE ROCK LITTLE ROCK EN $45,640.60 $0.00 $104,446.00 2011 CA BALDWIN PARK BALDWIN PARK CR $70,776.60 $0.00 $70,776.60 2011 CA BALDWIN PARK BALDWIN PARK EN $55,747.84 $0.00 $55,952.84 2011 CA BURBANK BURBANK AD $31,840.84 $0.00 $36,620.74 2011 CA CALIFORNIA CALIFORNIA CO $116,007.00 $0.00 $116,007.00 2011 CA CALIFORNIA CALIFORNIA CR $942,658.32 $0.00 $942,658.32 2011 CA CORONA CORONA AD $39,579.73 $0.00 $39,579.73 2011 CA COSTA MESA COSTA MESA EN $94,551.85 $0.00 $94,551.85 2011 CA DOWNEY DOWNEY EN $0.00 $0.00 $6,655.93 2011 CA FULLERTON FULLERTON CR $106,322.55 $0.00 $106,322.55 2011 CA FULLERTON FULLERTON EN $0.00 $0.00 $306,455.26 2011 CA HAWTHORNE New Life Christian Fellowship Church, I CR $0.00 $0.00 $66,275.00 2011 CA INGLEWOOD INGLEWOOD EN $0.00 $0.00 $232,911.29 2011 CA LYNWOOD Partnership Housing, Inc. CR $7,292.71 $0.00 $7,292.71 2011 CA MODESTO MODESTO EN $0.00 $0.00 $13,209.73 2011 CA MONTEBELLO MONTEBELLO AD $12,658.24 $0.00 $29,726.49 2011 CA ORANGE ORANGE AD $1,015.24 $0.00 $44,329.44 2011 CA ORANGE ORANGE HOUSING DEVELOPMENT COI CR $86,154.15 $0.00 $86,154.15 2011 CA PASADENA ABODE COMMUNITY HOUSING CR $0.00 $0.00 $139,922.46 2011 CA RICHMOND RICHMOND AD $72,602.54 $0.00 $72,602.54 2011 CA ROSEMEAD ROSEMEAD CR $30,171.50 $0.00 $30,171.50 2011 CA SANTAANA SANTA ANA AD $0.00 $0.00 $87,270.33 2011 CA SANTA ANA SANTA ANA EN $224,555.93 $0.00 $384,573.41 2011 CA SANTA CLARA SANTA CLARA EN $0.00 $0.00 $49,323.49 2011 CA SANTA CRUZ SANTA CRUZ CR $79,447.35 $0.00 $79,447.35 2011 CA SANTA MONICA SANTA MONICA CR $105,665.85 $0.00 $105,665.85 2011 CA SANTAMONICA SANTAMONICA EN $0.00 $0.00 $456,440.85 2011 CA STOCKTON ASSOCIACION CAMPESINA LAZARD CA CR $0.00 $0.00 $160,198.50 2011 CA WHITTIER WHITTIER CR $66,888.90 $0.00 $66,888.90 2011 CO ARAPAHOE COUNTY COMMUNITY HOUSING DEVELOPMENI SU $0.00 $0.00 $37,490.00 2011 CO BOULDER FLATIRONS HABITAT FOR HUMANITY CR $599.04 $0.00 $598.04 2011 CO BOULDER BOULDER EN $14,401.96 $0.00 $14,401.96 2011 CT STAMFORD STAMFORD CR $75,413.45 $0.00 $75,413.45 1999 DC DISTRICTOF COLUMBIA DISTRICT OF COLUMBIA EN $0.00 $0.00 $360,952.50 2011 DC DISTRICTOF COLUMBIA DISTRICT OF COLUMBIA EN $1,018,103.54 $0.00 $2,402,912.06 2001 DC DISTRICTOF COLUMBIA DISTRICT OF COLUMBIA EN $0.00 $0.00 $360,952.50 2011 FL BROWARD COUNTY BROWARD ALLIANCE FOR NEIGHBORH CR $0.00 $0.00 $6,203.04 2011 FL COLLIER COUNTY COLLIER COUNTY EN $89,403.97 $0.00 $276,374.32 2011 FL DAYTONA BEACH DAYTONA BEACH CR $21,316.65 $0.00 $21,316.65 2011 FL DAYTONA BEACH HAVEN RECOVERY CENTER INC. CR $22,500.00 $0.00 $22,500.00 2011 FL HIALEAH HIALEAH AD $0.00 $0.00 $102,859.73 2011 FL MARION COUNTY MARION COUNTY EN $175,556.86 $0.00 $175,556.86 20111 FL I MIAMI BEACH MIAMI BEACH EN $0.00 $0.00 $100,842.18 2011 FL PALM BEACH COUNTY NEIGHBORHOOD RENAISSANCE, INC. CR $0.00 $0.00 $229,622.78 2011 FL PALM BEACH COUNTY WORD OF FAITH CDC CR $3.66 $0.00 $3.66 2011 FL SARASOTA SARASOTA AD $0.00 $0.00 $88,571.10 2011 FL WEST PALM BEACH WEST PALM BEACH AD $0.00 $0.00 $6,250.24 2011 FL WEST PALM BEACH WEST PALM BEACH EN $0.00 $0.00 $88,358.32 2011 GA ATLANTA PEOPLESTOWN REVITALIZATION CORP Cl- $5,770.88 $0.00 $5,770.88 2011 GA ATLANTA UNIVERSITY COMMUNITYDEVELOPME CL $5,076.00 $0.00 $5,076.00 2011 GA ATLANTA IATLANTA ICR 1 $140,276.62 1 $0.001 $140,276.62 25V -5 7/3/2018 PJ's with Undrawn Funds (1992 - 2011) FISCAL YEAR ST PARTICIPATING IURISDICTION RECIPIENT OF FUNDS FUND TYPE BALANCETO COMMIT DRAW PENDING APPROVAL BALANCE TO DRAW 2011 GA ATLANTA SUMMECH CDC CR $63,752.07 $0.00 $155,838.06 2011 GA ATLANTA PITTSBURGH COMMUNITY IMPROVEM CR $0.00 $0.00 $70.00 2011 GA ATLANTA PEOPLESTOWN REVITALIZATION CORP CR $20,576.00 $0.00 $20,576.00 2011 GA FULTON COUNTY FULTON COUNTY CR $162,164.85 $0.00 $162,164.85 2011 GA MACON-BIBB COUNTY MACON-BIBB COUNTY CR $115,073.60 $0.00 $115,073.60 2001 IL EAST ST. LOUIS EAST ST. LOUIS EN $0.00 $0.00 $16,287.13 2011 IL JOLIET JOLIET AD $0.00 $4,030.00 $4,138.93 2011 IL SPRINGFIELD Nehemiah Expansion, Inc. CR $16,419.95 $0.00 $16,419.95 2011 IL WILLCOUNTY WILL COUNTY AD $30,441.73 $0.00 $30,441.73 2011 IN MUNCIE MUNCIE HOMEOWNERSHIP AND DEVE SU $1,722.72 $0.00 $1,722.72 2011 KY OWENSBORO OWENSBORO CR $0.05 $0.00 $0.05 2011 LA BATON ROUGE URBAN RESTORATION ENHANCEMENT CR $0.00 $0.00 $204,080.35 2011 LA BATON ROUGE MID CITY REDEVELOPMENT ALLIANCE, CR $0.00 $0.00 $125,163.00 2011 LA JEFFERSON PARISH JEFFERSON PARISH EN $0.00 $0.00 $115,748.94 2011 LA ILAKE CHARLES GREATER SOUTHWEST LOUISIANA CHE CR $8,214.00 $0.00 $8,214.00 2011 LA LAKE CHARLES LAKE CHARLES CR $26.85 $0.00 $26.85 2011 MD BALTIMORE COUNTY ST. AMBROSE HOUSING AID CENTER, It CR $0.00 $0.00 $255,014.40 2011 MI FLINT GENESEE COUNTY HABITAT FOR HUMP CR $0.00 $0.00 $62,899.26 2011 MN HENNEPIN COUNTY Housing Authority of St. Louis Park SU $0.00 $0.00 $119,448.00 2011 MO MISSOURI COMMUNITYACTION PARTNERSHIP D1 CR $1.00 $0.00 $1.00 2011 MO ST. JOSEPH ST. JOSEPH EN $0.00 $0.00 $45,098.13 2011 NC CHARLOTTE BELMONTCDC CR $101,957.57 $0.00 $101,957.57 2011 NC ROCKY MOUNT South Eastern North Carolina CDC CR $0.00 $0.00 $84,429.25 2011 NC ISURRY COUNTY THE GREATER MOUNTAIRY HABITAT F CR $0.00 $0.00 $45,071.84 2011 NJ IRVINGTON TOWNSHIP IRVINGTON TOWNSHIP AD $0.00 $0.00 $47,809.03 2011 NJ NEWARK NEWARK AD $6,262.80 $0.00 $261,000.95 2011 NJ OCEAN COUNTY OCEAN COUNTY AD $0.00 $0.00 $24,456.26 2011 NJ SOMERSETCOUNTY SOMERSET COUNTY CR $30,816.40 $0.00 $30,816.40 2011 NJ TRENTON TRENTON EN $371,981.91 $0.00 $371,981.91 2011 NJ UNION COUNTY Premier Community Development CR $0.00 $0.00 $99,244.75 2011 NJ VINELAND VINELAND EN $0.00 $0.00 $5,167.87 2011 NV CLARK COUNTY NEVADA HAND INC. CR $0.00 $0.00 $77,890.65 2011 NY I Babylon Township Babylon Township EN $16,252.09 $0.00 $17,341.09 2011 NY Binghamton FIRST WARD ACTION COUNCIL, INC CR $1.00 $0.00 $3.00 2011 NY Binghamton Binghamton CR $2,773.00 $0.00 $2,773.00 2011 NY BUFFALO ST. JOHN FRUITBELT CDC CO $26,000.00 $0.00 $26,000.00 2011 NY BUFFALO BLACK ROCK -RIVERSIDE NHS, INC. CO $0.00 $0.00 $24,000.00 2011 NY DUTCHESS COUNTY HUDSON RIVER HOUSING CR $17,809.06 $0.00 $17,809.06 2011 NY ISLIP TOWNSHIP SUBURBAN HOUSING DEV & RESEARCI CR $0.00 $0.00 $49,375.80 2011 NY MOUNTVERNON COMMUNITY HOUSING INNOVATIONS CR $0.00 $0.00 $96,353.30 2011 NY NASSAU COUNTY Mt. Sinai Development Corporation CL $30.00 $0.00 $30.00 2011 NY I NASSAU COUNTY LONG ISLAND HOUSING PARTNERSHIP CR $0.00 $0.00 $466,525.71 2011 NY NASSAU COUNTY NASSAU COUNTY CR $5,812.47 $0.00 $5,812.47 2011 NY ORANGE COUNTY ORANGE COUNTY CR $217,982.40 $0.00 $217,982.40 2011 NY UTICA UTICA CR $9,443.65 $0.00 $9,443.65 2011 NY UTICA UTICA EN $0.00 $0.00 $11,334.71 2011 OH CUYAHOGA COUNTY CUYAHOGACOUNTY AD $0.00 $0.00 $1,994.64 2011 OH DAYTON HOMESTART, INC CR $139,906.83 $0.00 $139,906.83 2011 OH MANSFIELD MARY MCLEOD-BETHUNE INTERVENTH CR $7,723.93 $0.00 $7,723.93 2011 PA ALLENTOWN ALLENTOWN CR $130,833.25 $0.00 $130,833.25 2011 PA IHARRISBURG TRI-COUNTY HDC/CAC CR $20,510.00 $0.00 $20,510.00 2011 PA HARRISBURG HARRISBURG CR $10,527.16 $0.00 $10,527.16 2011 PR AGUADILLA INDESOVI, INC. CR $0.00 $0.00 $76,049.21 2011 PR AGUADILLA COMITE COMUNITARIO PRO-VIVIENDA CR $0.70 $0.00 $773.79 2011 PR ARECIBO ARECIBO EN $83,227.62 $0.00 $104,745.62 2011 PR BAYAMON BAYAMON CL $2,500.00 $0.00 $2,500.00 2011 PR BAYAMON ESPERANZA PARA LA VEJEZ INC. CR $0.00 $0.00 $90,675.45 2011 PR BAYAMON COMMUNITY PROPERTIES DEVELOPM CR $0.00 $0.00 $4,030.01 25J-6 7/3/2018 PJ's with Undrawn Funds (1992 - 2011) FISCAL YEAR ST PARTICIPATING JURISDICTION RECIPIENT OF FUNDS FUND TYPE BALANCE TO COMMIT DRAW PENDING APPROVAL BALANCE TO DRAW 1994 PR BAYAMON BAYAMON EN $0.00 $0.00 $799,101.96 2011 PR CAROLINA CAROLINA AD $0.00 $0.00 $35,797.02 2011 PR CAROLINA INDESOVI, INC. CR $203,382.60 $0.00 $203,382.60 2011 PR GUAYNABO GUAYNASO EN $60,119.17 $0.00 $335,539.94 2011 PR MAYAGUEZ MAYAGUEZ CO $163.83 $0.00 $163.83 2011 PR MAYAGUEZ INDESOVI, INC. CR $53,824.22 $0.00 $53,824.22 2011 PR TOA BAJA TOA BAJA EN $0.00 $0.00 $50,665.15 2011 TN MEMPHIS MEMPHIS CR $2,075.30 $0.00 $2,075.30 2011 TN MEMPHIS N.H.O. MANAGEMENT CR $0.00 $0.00 $14,055.75 2011 TN MEMPHIS NORTH MEMPHIS CDC CR $0.00 $0.00 $100,185.00 2011 TN TENNESSEE SUMNERCOUNTY AD $0.00 $0.00 $16,033.38 2011 TX FORT BEND COUNTY FORT BEND COUNTY EN $180,345.13 $0.00 $197,897.65 2011 TX IRVING IRVING EN $216,099.73 $0.00 $235,435.12 2011 TX MONTGOMERY COUNTY MONTGOMERY COUNTY EN $107,281.20 $0.00 $107,281.20 2011 TX ODESSA ODESSA AD $0.00 $0.00 $4,925.05 2011 TX TEXAS COMMUNITY DEVELOPMENT CORP OF CR $0.00 $0.00 $44,801.00 2011 TX TEXAS TEXAS CR $33,199.00 $0.00 $33,199.00 2011 TX TEXAS BURKECENTER SU $0.00 $0.00 $503.00 2011 VA ALEXANDRIA ALEXANDRIA EN $0.00 $0.00 $40,756.20 2011 VA DANVILLE DANVILLE CR $21,086.63 $0.00 $21,086.63 2011 VA NORFOLK NORFOLK EN $0.00 $0.00 $156,988.98 2011 VA PORTSMOUTH PORTSMOUTH EN $105,969.59 $0.00 $159,687.61 2011 VA PRINCE WILLIAM COUNT PRINCE WILLIAM COUNTY CR $1.00 $0.00 $1.00 2011VA SUFFOLK ISLE OF WIGHT lLU $0.00 $0.00 $7,446.70 2011 WA PIERCE COUNTY PIERCE COUNTY ALLIANCE FOR HABITA CR $0.00 $O.OD $158.57 2011 WA PIERCE COUNTY LIHI LOW INCOME HOUSING INSTITUT CR $21,230.56 $0.00 $21,230.56 2011 WI I MILWAUKEE COUNTY MOVIN'OUT, INC ICR 1 $23,771.29 1 $0.00 $23,771.29 25 i_7 7/3/2018 25J-8 EXHIBIT 2 Meta Housing Corporation July 23, 2018 Judson Brown City of Santa Ana, Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 Re: Santa Ana Arts Collective -1666 N. Main St. Project Cost Increases since July 2017 Dear Mr. Brown, Thank you for this opportunity to update you on our progress at Santa Ana Arts Collective (SAAC). As you know, SAAC Is the first project entitled under the City of Santa Ana's Adaptive Reuse Ordinance, which was adopted in December 2014, to encourage the recycling of historic, underutilized, commercial buildings into housing. Though challenges are common for adaptive reuse buildings, we have found cost effective ways of overcoming many of them. Still, for reasons described below, the project Is in need of $407,871 in gap financing. Because limited performance information could be gathered about the existing structural system, the path and cost to upgrade the building to modern seismic standards were previously ill-defined. Although July 2017's structural engineering aided in meeting a tax credit deadline, if implemented project costs would have immediately made the project infeasible. A more economic approach was permitted in Spring 2018, which limited hard cost increases related to structural modifications to approximately $1.3 million. The creation and plan check of the new structural engineering system delayed construction completion by six months, costing $401,833 in equity timing adjusters and $176,000 in Contractor General Conditions. The project is now back under construction and expected to open June 2019. While value engineering has been an important cost -control strategy, we've pursued this as far as possible without Interfering with the integrity of design and arts programming. We remain committed to finding a solution to bridge the remaining funding gap and appreciate any assistance the City can provide to that end. Please feel free to contact me or Michelle Coulter at (330)575-3543 x 127 if you need any additional information or have any questions. Thank you again, Christopher Maffris Executive Vice President Meta Housing Corporation 25J-9 25J-10 EXHIBIT 3 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [GoWmment Code Section 61031 FIRST AMENDMENT TO HOME LOAN AGREEMENT by and between the CITY OF SANTA ANA and SANTA ANA ARTS COLLECTIVE, L.P., a California limited partnership (1666 N. Main Street, Santa Ana, California) Dated: August 21, 2018 25J-11 EXHIBIT 3 FIRST AMENDMENT TO HOME LOAN AGREEMENT THIS FIRST AMENDMENT TO HOME LOAN AGREEMENT dated, for identification purposes only, as of August 21, 2018, is made and entered into by and between the CITY OF SANTA ANA, a charter city and municipal corporation ("City") and SANTA ANA ARTS COLLECTIVE, L.P., a California limited partnership ("Developer"), with reference to the following: RECITALS: A. The City and Developer entered into a HOME Loan Agreement dated July 5, 2017, and recorded in Official Records, Orange County, with filing number 2017000308369 on July 26, 2017 ("said HOME Loan Agreement"). B. The purpose of said HOME Loan Agreement is to assist with the development of an adaptive reuse project consisting of a fifty-eight (58) unit multi -family residential housing development, with live/work units and a possible commercial art studio, as well as a community room located at 1666 N. Main Street, Santa Ana, California ("Project"). C. In accordance with the terms and conditions of said HOME Loan Agreement, the parties desire to amend said HOME Loan Agreement, including the Affordability Restrictions on Transfer of Property, HOME Deed of Trust, HOME Promissory Note, and Project Budget attached as exhibits to said HOME Loan Agreement, to increase the amount of HOME funding provided by the City to Developer for the Project, and to update the unit mix and requirements for the HOME assisted units, as necessary. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and subject to the terms and conditions of said HOME Loan Agreement, except as herein modified, City and Developer agree as follows: 1. Section 1. 1, Defined Terms, of said HOME Loan Agreement shall be amended to increase the amount of HOME funds in the definitions of "HOME Loan" and "HOME Loan Promissory Note" from "TWO MILLION, TWO HUNDRED AND NINETEEN THOUSAND, SEVEN HUNDRED AND SIXTY DOLLARS ($2,2I9,760.00)" to "TWO MILLION, SIX HUNDRED AND TWENTY SEVEN THOUSAND, SIX HUNDRED AND THIRTY ONE DOLLARS ($2,627,631.00)." 2. Section 3, Scope of Work/Project Budget, of said HOME Loan Agreement shall be amended to replace the "Project Budget" attached to said HOME Loan Agreement as Exhibit E with the "Project Budget" attached herewith as Exhibit 1. 3. Section 5, HOME Loan, of Said HOME Loan Agreement shall be amended to increase the amount of HOME funds by FOUR HUNDRED AND SEVEN 25J-12 EXHIBIT 3 THOUSAND, EIGHT HUNDRED AND SEVENTY ONE DOLLARS ($407,871.00) from "TWO MILLION, TWO HUNDRED AND NINETEEN THOUSAND, SEVEN HUNDRED AND SIXTY DOLLARS ($2,219,760.00)" to "TWO MILLION, SIX HUNDRED AND TWENTY SEVEN THOUSAND, SIX HUNDRED AND THIRTY ONE DOLLARS ($2,627,631.00)." 4. Section 6.2, Disbursement Procedures for Loan, of said HOME Loan Agreement shall be amended to allow architectural, engineering, or related professional services required to prepare plans, drawings, specifications, or work write-ups as allowed HOME eligible cost categories. These HOME eligible costs may be paid if they were incurred not more than 24 months before the date that HOME funds are committed to the Project. 5. Section 7.1, Use Covenants and Restrictions, subsection (C), of said HOME Loan Agreement shall be amended to state that the HOME assisted units will be "fixed" rather than "floating" units. 6. Section 7.2, Affordability Levels/Unit Mix, of said HOME Loan Agreement shall be amended to replace the HOME Assisted Units matrix with the following: HOME Assisted Units Total # of Unit TypeDescription/ Level of # of HOME HOME Share Units No. of Blts Affordability Assisted Units of Unit Type Notes 26 1 Bed 1 30% AMI 3 11.53% 14 2 Bed 2 0 0.0% 30%AMI— 4 23.53% Low HOME 17 3 Bed 3 60%AMI— High HOME 4 23.53% Additionally, subsection (2) shall be amended to state that the HOME assisted units will be "fixed" rather than "floating" units. Further, subsection (3) shall be amended to state that "unit substitution" is not allowed without first obtaining City's consent. 7. Definitions in Exhibit B, Affordability Restrictions on Transfer of Property, of said HOME Loan Agreement shall be amended to increase the amount of HOME funds in the definitions of "HOME Loan" and "HOME Loan Promissory Note" from "TWO MILLION, TWO HUNDRED AND NINETEEN THOUSAND, SEVEN HUNDRED AND SIXTY DOLLARS ($2,219,760.00)" to "TWO MILLION, SIX HUNDRED AND TWENTY SEVEN THOUSAND, SIX HUNDRED AND THIRTY ONE DOLLARS ($2,627,631.00)." 25J-13 EXHIBIT 3 8. Section 3.1, Use Covenants and Restrictions, in Exhibit B, Affordability Restrictions on Transfer of Property, of said HOME Loan Agreement shall be amended to replace the HOME Assisted Units matrix with the following: HOME Assisted Units Total # of Unit TypeLevel Description/No. of BRs of # of HOME HOME Share Units NotesotesAffordability Assisted Units of Unit Type 26 1 Bed 1 30% AM[ 3 11.53% 14 2 Bed 2 0 0.0% 30%AMI— Low HOME 4 23.53% 17 3 Bed 3 60%AMI— Hi h HOME 4 23.53% Additionally, subsection (2) shall be amended to state that the HOME assisted units will be "fixed" rather than "floating" units. Further, subsection (3) shall be amended to state that "unit substitution" is not allowed without first obtaining City's consent. 9. Exhibit C, HOME Deed of Trust, of said HOME Loan Agreement shall be amended to increase the amount of HOME funds in the reference to the HOME Promissory Note in the final recital from "TWO MILLION, TWO HUNDRED AND NINETEEN THOUSAND, SEVEN HUNDRED AND SIXTY DOLLARS ($2,219,760.00)" to "TWO MILLION, SIX HUNDRED AND TWENTY SEVEN THOUSAND, SIX HUNDRED AND THIRTY ONE DOLLARS ($2,627,631.00)." 10. Exhibit D, HOME Promissory Note, of said HOME Loan Agreement shall be amended to increase the amount of HOME funds noted at the beginning of the document from "$2,219,760.00" to 11$2,627,631.00: ' 11. Exhibit D, HOME Promissory Note, of said HOME Loan Agreement shall be amended to increase the amount of HOME funds noted in the initial paragraph from "TWO MILLION, TWO HUNDRED AND NINETEEN THOUSAND, SEVEN HUNDRED AND SIXTY DOLLARS ($2,219,760.00)" to "TWO MILLION, SIX HUNDRED AND TWENTY SEVEN THOUSAND, SIX HUNDRED AND THIRTY ONE DOLLARS ($2,627,631.00)." 12. Section 5, Annual Loan Repayment/Residual Receipts, subsection (d), in Exhibit D, HOME Promissory Note, of said HOME Loan Agreement shall be amended to replace the residual receipts matrix with the following: 25J-14 EXHIBIT 3 SOURCE PERCENTAGE CDBG Loan 1.95% HOME Loan 1013% inclusionary Housing Loan 18.58% State of California Housing and Community Development Affordable Housing Loan 19.24% TOTAL 50.00% 13. Except as hereinabove modified, all terms and conditions of said HOME Loan Agreement, including the Affordability Restrictions on Transfer of Property, HOME Deed of Trust, HOME Promissory Note, and Project Budget attached as exhibits to said HOME Loan Agreement, shall remain in full force and effect. (Signatures on following page) 25J-15 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to HOME Loan Agreement 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 I&= Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager (Signatures continue on following page) 25J-16 EXHIBIT 3 DEVELOPER: Santa Ana Arts Collective, L.P., a California limited partnership By: Santa Ana Arts Collective, LLC, a California limited liability company, its general partner By: Kasey Burke, Vice 'resi ent By: WCH Affordable XV111, LLC, a California limited liability company, its managing general partner 0 Graham P. Espley-Jones, President 25J-17 EXHIBIT 3 DEVELOPER: Santa Ana Arts Collective, L.P., a California limited partnership By: Santa Ana Arts Collective, LLC, a California limited liability company, its general partner Kasey Burke, Vice President By: WCH Affordable XVIII, LLC, a California limited liability company, its managing general partner By: t, Graham P. Espley-Jones, Presi ent 25J-18 EXHIBIT 3 Exhibit 1 Project Budget 25J-19 HOME UNDERWRITING & SUBSIDY LAYERING REVIEW Santa Ana Arts Collective City of Santa Ana Keyser Marston Associates, Inc. August 6, 2018 25J-21 Table of Contents I. Executive Summary ............................................................................................................. 1 II. Project Description............................................................................................................. 3 III. Project Underwriting Assessment...................................................................................... 4 A. Estimated Development Costs (Table 1)....................................................................... 4 B. Stabilized Net Operating Income (Table 2)................................................................... 7 C. Financial Gap Analysis (Table 3).................................................................................... 9 D. Cash Flow Over Affordability Term (Table 4).............................................................. 11 E. Profit and Returns....................................................................................................... 13 IV. Developer Assessment...................................................................................................... 13 A. Development Team..................................................................................................... 14 B. Ability to Perform........................................................................................................ 14 C. Fiscal Soundness.........................................................................................................16 D. Conclusion...................................................................................................................16 V. Market Assessment........................................................................................................... 16 VI. HOME Requirements........................................................................................................ 17 A. HOME Program Deadlines.......................................................................................... 17 B. Cost Reasonableness.................................................................................................. 18 C. Written Agreement..................................................................................................... 18 D. Layering Requirements............................................................................................... 19 E. Cost Allocation (§92.205(d)) and HOME Unit Designation (Table 5)..........................19 F. Affordability Period..................................................................................................... 20 G. Property Standards(§92.251)..................................................................................... 21 H. HOME Rents / Utility Allowances............................................................................... 21 I. Financial Commitments..............................................................................................21 VII. Certifications.....................................................................................................................22 Vill. Commitment Checklist(§92.2)......................................................................................... 23 Appendix A Pro Forma Analysis, Cash Flow Analysis, Cost Allocation City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page I i 1808002:SA:TRB 25J-22 On July 5, 2017, the City of Santa Ana (City) entered into a HOME Loan Agreement with Meta Housing Corporation (Developer) for the purposes of providing HOME Program (HOME) funds for the construction of a 58-unit apartment project (Project) located at 1666 North Main Street (Site). The 2017 HOME Loan Agreement required the City to provide $2,219,760 in HOME funds to the Project that are allocated to the City by the United States Department of Housing and Urban Development (HUD). However, due to unforeseen issues with the proposed adaptive reuse of an existing building as well as construction cost increases, the Project's budget has changed materially since the 2017 HOME Loan Agreement was executed. The City intends to amend the 2017 HOME Loan Agreement to reflect the revised Project budget, and to increase the amount of HOME funds being provided by the City. At the City's request, Keyser Marston Associates, Inc. (KMA) prepared the following HOME Underwriting & Subsidy Layering Review for the Project. This analysis is prepared in compliance with the requirements imposed by the HOME Program and the City's HOME Project Underwriting and Subsidy Layering Review Guidelines. The KMA analysis includes the following components: 1. An underwriting review to determine the feasibility and to ensure that no more than the necessary amount of HOME funds, in combination with other governmental assistance, is invested by the City in order to provide affordable housing. This section also provides an assessment of the reasonableness of the Developer Fee, cash flow, equity appreciation and profit anticipated to be generated by the Project. 2. An evaluation of the Developer's capacity to develop and operate the Project. 3. A review and summary of the residential rental market for the Project. 4. An assessment of other HOME requirements and deadlines, including the financial commitment documentation submitted by the Developer. EXECUTIVE SUMMARY The Developer proposes to develop the 58-unit Project on the 0.99-acre Site, currently owned by the Developer. The Project is currently under construction and will be financed with the following funding sources: City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page I 1 25J-23 Funding Conventional Loan Source Provided by California Community Reinvestment Corporation (CCRC) 9%Tax Credits Allocated byTCAC, Provided by Bank of America as Investor HOME Loan Provided by City for construction of the Project AHSC AHD Loan Provided by California Housing and Community Development Department (HCD) AHSC Program Grant Provided by HCD Deferred Developer Fee Provided by Developer The KMA analysis concluded the following: 1. Underwriting Analysis: The Project costs are estimated at $35,896,000 and the available funding sources are estimated at $33,218,000, resulting in a financial gap of approximately $2,678,000. The financial gap estimated by KMA is $51,000, or approximately 2% higher than the Developer's request of HOME funds from the City. Thus, the analysis demonstrates that the proposed $2,627,000 in HOME assistance is necessary to provide the proposed affordable housing units. b. The cash flow analysis projects that the Project will have positive cash flow through the 55-year affordability and loan term. C. The developer fee, cash flow projection, equity appreciation, and profit anticipated to be generated by the Project are appropriate. The Developer has demonstrated the development capacity and fiscal soundness to undertake the Project. 3. The Developer provided a market study prepared by Novogradac & Company, LLP., which demonstrates that there will be sufficient demand in the market area to absorb the 57 affordable units within two to three months of opening. 4. Other HOME Requirements: 'The Project is currently under construction. The HOME Program regulations allow participating jurisdictions to commit additional HOME funds up to one year after the completion of construction. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 12 25J-24 Layering Requirements The assistance package complies with the HOME layering requirements. HOME Unit Designation The Project will meet the HOME requirements for the number of HOME designated units as well as the number of units restricted to very -low income households. The HOME units will be fixed. Affordability Period The Project will meet the HOME requirement for the affordability period. Cost Allocation The HOME units are determined to not be comparable to other units within the Project. Thus, the standard cost allocation methodology was utilized. Property Standards The Project will meet the HOME property standard requirements for new construction and on -going property management. HOME Rents / Utility Allowances The HOME units will be restricted at the appropriate rents and utility allowances. Financial Commitments The funding sources discussed in this Report are sufficient, and timely in availability, to cover the Project costs. II. PROJECT DESCRIPTION The proposed scope of development can be described as follows: 1. The Site is comprised of 0.99 acres, or 43,293 square feet of land area. The Site includes an existing office building, which the Developer will convert through adaptive reuse into 48 apartment units. The Developer will build two additional buildings on the Site, which will consist of a total of 10 apartment units. Thus, the Project will include a total of 58 apartment units (inclusive of a manager's unit). The project will have an estimated gross building area (GBA) of 74,499 sf, with approximately 5,992 square feet reserved for community facilities including an art gallery, laundry facilities, and leasing offices. The Project's density is 58 units per acre. 2. The Project's unit mix is as follows: One -Bedroom Units 26 687 Two -Bedroom Units 15 939 Three -Bedroom Units 17 1,280 Total/Averaee 58 926 3. The Project includes 113 parking spaces located in an existing subterranean parking garage. This equates to 1.95 parking spaces per unit. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 13 25J-25 4. The units will be restricted for affordability purposes by the City with the following affordability mix: Tax Credit Median @ 30% 20 Tax Credit Median @ 35% 6 Tax Credit Median @ 40% 6 Tax Credit Median @ 60% 25 Manager's Unit (unrestricted) 1 Total Units 58 5. The Project will include 11 HOME -designated units. At least 20% of these units will be restricted to Low HOME households. Ili. PROJECT UNDERWRITING ASSESSMENT KMA prepared a pro forma analysis to assist in evaluating Developer's proposal. The analysis is in Appendix A located at the end of this report and is organized as follows: Table 1: Estimated Development Costs Table 2: Stabilized Net Operating Income Table 3: Financial Gap Calculation Table 4: Cash Flow Analysis Table 5: HOME Cost Allocation Analysis A. Estimated Development Costs (Table 1) KMA reviewed Developer's cost estimate provided in July 2018. The Developer provided a general contractor contract from Westport Construction, Inc. as well as requested and approved change orders to support the construction cost estimates. After reviewing the proposed scope of work and the acquisition costs, KMA found the assumptions to be reasonable and necessary to complete the proposed Project. The resulting estimated development costs are as follows: PropeityAssemb/age Costs The total property assemblage costs are estimated to total $8.91 million, or $206 per square foot of land area as follows: Property Acquisition Costs The Developer acquired the property for $7.48 million on January 11, 2016. According to an appraisal prepared by Pacific Real Estate Appraisal, dated June 27, 2017, the As -Is market value of the property is $8.20 million, which is $795,000 higher than the purchase price. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 14 25J-26 Relocation Costs The building was approximately 50% occupied with office tenants when it was acquired by the Developer. A relocation plan prepared by LACAL Consulting, Inc., dated May 31, 2016, estimated the relocation costs at $907,000. However, it was later determined that there were lease termination options that were understated by the Developer's appraiser. The Developer estimates the current relocation costs at $1.47 million.z Closing Costs The Developer estimates closing costs at $34,000, or 0.5% of the purchase price. cae M The direct cost estimates assume that the Project will be not be subject to Federal or State prevailing wage requirements. The direct costs are estimated at $17,886,000, or $308,400 per unit and $240 per square foot of GBA. 1. The off -site improvement costs are estimated at $376,000. 2. The on -site improvement costs are estimated at $469,000, or $11 per square foot of land area. 3. The adaptive reuse and new building construction costs are estimated at $14.08 million, or $189 per square foot of GBA. 4. The Developer included a $350,000 allowance for furnishings, fixtures and equipment. 5. A 12% allowance for contractor fees and general requirements is included, which is lower than the maximum 14% allowed by TCAC. The construction is being undertaken by a third party general contractor. 6. A 2% allowance for construction insurance and bonds is included. KMA included a 3% direct cost contingency allowance.3 KMA concludes that the proposed direct costs are reasonable and necessary for the construction of the Project per the proposed scope of work. Indirect Costs KMA utilized the following assumptions for the indirect costs: 'The Developer provided a breakdown of relocation payments that total $1.41 million. KMA assumes that the additional $63,000 in costs are related to administering relocation activities. z A 5% to 10% direct cost contingency allowance would be more typical for underwriting purposes. However, given that the Project is already under construction, KMA reduced the direct cost contingency allowance amount. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 15 25J-27 1. Architecture, engineering and consulting costs are estimated at 16% of direct costs, or $2.86 million. This estimate is higher than typical due to the complex nature of designing and engineering an adaptive reuse project. 2. The Developer estimated the public permits and fees costs at $1.64 million, or $28,200 per unit. 3. The taxes, insurance, legal and accounting costs are estimated at 3% of direct costs, or $537,000. 4. The marketing and leasing budget equates to $140,000, or $2,400 per unit. 5. The Developer Fee is set at $2.0 million, which is the maximum amount allowed by TCAC. 6. A 2% indirect cost contingency allowance is provided.° KMA estimates the total indirect costs at $7.32 million, which are reasonable and necessary for the development of the Project. financing Costs The financing costs for the Project are estimated as follows: 1. The Developer included $206,000 in property carrying costs. 2. The interest costs on the construction loan are estimated at $995,000. These costs are based on the following assumptions a 4.86% interest rate, a 21-month development period, and a 55% average outstanding balance 3. The financing costs are estimated at $318,000 and are based on 1.25 points for the construction loan and 1.50 points for the permanent loan. 4. A $162,000 capitalized operating reserve is provided. This equates to three months of operating expenses and debt service payments on the permanent loan supported by the Project's income. 5. The Tax Credit fees are estimated at $97,000 based on the following: a. A $2,000 application fee; b. A $410 per unit monitoring fee; and 4 A 5% indirect cost contingency allowance would be more typical for underwriting purposes. However, given that the Project is already under construction, KMA reduced the indirect cost contingency allowance amount. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 16 25J-28 C. Four percent (4%) of the gross Tax Credit proceeds for one year. KMA estimates the total financing costs at $1.78 million, which are reasonable and necessary to complete the Project. Total Development Costs As shown in Table 1, KMA estimates the total development costs at $35.90 million, which equates to approximately $618,900 per unit. In comparison, the Developer estimates the total development costs at $35.85 million, or $618,000 per unit. This equates to a less than 1% differential, which can be considered inconsequential. As such, KMA finds the Developer's cost estimates to be reasonable and necessary to construct, lease -up, and complete the Project. As the Project moves through the development process, the City needs to keep track of the changes to the costs, if any. B. Stabilized Net Operating Income (Table 2) The Project's funding sources include City Inclusionary Housing funds, HOME Program funds, CDBG funds, AHSC funds, and 9%Tax Credits. The Project's income and affordability standards must comport with the most stringent of the following standards: 1. Income Restrictions: The tenants' household incomes cannot exceed the strictest of: a. HOME Program income restrictions as defined under United States Code, Title 26, Section 142(d)(2)(B). b. Federal Low Income Housing Tax Credits income restrictions defined under United States Code, Title 26, Section 142(d)(2)(B). 2. Affordability Restrictions: Rents applied to all of the units must reflect the most stringent of: a. HOME Program rents published annually by HUD; and Tax Credit rents published annually by the California Tax Credit Allocation Committee (TCAC). The HOME affordability requirements will remain in place for 20 years, which is the minimum period that the HOME Program requires. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 17 25J-29 Achievable Renta/Income The Project rents must adhere to the most restrictive of the requirements imposed by the proposed funding sources. The rents used in this analysis are based on 2018 income and rent information. The maximum allowable rents, net of the appropriate utility allowances, are estimated as follows:s One- Two- 777=e Bedroom ..Bedroom Rent Restrictions Units Units Units 30% AMI TCAC / Low HOME # of Units 3 N/A 4 TCAC Rent $572 N/A $781 HOME Rent $935 N/A $1,285 Applicable Rent $572 N/A $781 30% AMI TCAC # of Units 11 2 N/A TCAC Rent $572 $689 N/A Applicable Rent $572 $689 N/A 35%AMI TCAC # of Units 6 N/A N/A TCAC Rent $674 N/A N/A Applicable Rent $674 N/A N/A 40% AMI TCAC # of Units 6 N/A N/A TCAC Rent $777 N/A N/A Applicable Rent $777 N/A N/A 60% AMI TCAC / High HOME # of Units N/A N/A 4 TCAC Rent N/A N/A $1,634 HOME Rent N/A N/A $1,710 Applicable Rent N/A N/A $1,634 60%AMI TCAC # of Units N/A 12 9 TCAC Rent N/A $1,427 $1,634 Applicable Rent N/A $1,427 $1,634 Estimated Net Operating Income (N01) The Project's effective gross income (EGI) is estimated at approximately $686,000 based on the following assumptions: 'The Developer estimates the monthly utility allowances at: $43 for one -bedroom units; $49 for two -bedroom units; and $71 for three -bedroom units. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 18 25J-30 1. The gross potential rental income is estimated at $714,900 The laundry and miscellaneous income is estimated at $7,200 per year, or $10 per unit per month. A vacancy and collection allowance equal to 5% of gross income is deducted. The residential operating expenses are estimated at $417,300 based on the following assumptions: 1. The general operating expenses are estimated at $5,660 per unit per year. 2. KMA assumes the Developer will apply for the property tax abatement that is accorded to non-profit housing organizations that own income -restricted apartments. The Developer estimated the property tax assessment overrides at $13,400 per year. 3. The annual social services budget is estimated at $20,000, or $345 per unit. 4. The mandatory HCD debt service payment for the AHSC loan is equal to 0.42% of the initial AHSC loan amount, or $20,800 per year. 5. The annual capital replacement reserve deposits are estimated at $600 per unit, which is the requirement of the AHSC Program. When the Project's $417,300 in operating expenses are deducted from the Project's $686,000 EGI, KMA estimates the stabilized NO[ at $268,700. C. Financial Gap Analysis (Table 3) Avallable Funding Sources.• The following summarizes the available funding sources: Conventional Permanent Loan California Community Reinvestment Corporation (CCRC) provided the Developer with an executed Loan Purchase Agreement, dated July 2, 2017, for a permanent loan with an estimated principal amount of $3,043,100. The Loan Agreement stipulates that the final loan amount will be calculated prior to conversion based on the terms included in the Loan Agreement. The Developer estimates that the permanent loan amount will be increased to $3.44 million by utilizing 2018 rents and the following loan terms: 1. A 30-year loan term with a 30-year amortization; 2. A 1.16 debt service coverage ratio; and 3. A 5.36% interest rate. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 19 25J-31 Tax Credit Proceeds In November 2016, the Project was awarded gross Tax Credits with a value of $17.90 million paid out over a 10-year period. These Tax Credits are sold on a secondary market, and the net syndication value is ultimately determined based on competitive market conditions and on the timing of disbursements. Bank of America (Tax Credit Investor) agreed to purchase the gross Tax Credits for a price of $1.01 per gross Tax Credit dollar. Initially, $18.04 million in total Tax Credit proceeds were available to the Project. However, due to construction delays the Tax Credit Investor has imposed a $508,800 Tax Credit Adjustor to the Tax Credit Proceeds. As such, the net Tax Credit equity available to the Project is $17.53 million. AHSC Program Funds The Developer received a total of $4.97 million in funding from the AHSC Program. The specific sources for these funds are as follows: 1. A $4.94 million AHSC Affordable Housing Development Loan; and 2. A $22,500 AHSC Program Activities (PRG) Grant. Deferred Developer Fee The Developer is proposing to defer 100% of the $2.0 million developer fee. The deferred developer fee will be paid from cash flow, and is required by the Internal Revenue Service to be repaid within 15 years. Based on the cash flow analysis, it is anticipated that there will be insufficient cash flow to meet the 15-year repayment deadline. At that time, the Administrative General Partner (AGP) will make a loan to the Limited Partner for the outstanding balance of the deferred developer fee. This AGP Loan will remain in priority position and will be required to be repaid in full before residual receipts are distributed. City Inclusionary Housing Funds The City entered into a Loan Agreement with the Developer on July 5, 2017 to provide $4,775,000 in City Inclusionary Housing funds to the Project. City CDBG Funds The City entered into a Loan Agreement with the Developer on July 5, 2017 to provide $500,000 in City CDBG funds to the Project. Total Available Funding Sources As shown in Table 3, the available funding sources total $33.22 million. Financial Gap Calculation Based on the assumptions outlined in this analysis, the financial gap is calculated as follows: City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 110 25J-32 Total Development Costs $35,896,000 (Less) Available Funding Sources (33,218,000) Financial Gap $2,678,000 Per Affordable Unit $46,200 Based on the KMA analysis, the Project's financial gap is estimated at $2.68 million. In comparison, the Developer is requesting $2,627,631 in HOME funds from the City, which is less than the KMA financial gap estimate. Thus, it is concluded that the $2.63 million in HOME assistance to the Project is warranted by the Project economics. As noted previously, the City entered into a HOME Loan Agreement with the Developer on July 5, 2017 to provide $2,219,760 in HOME funds to the Project. The purpose of this analysis is to increase the amount of HOME funds provided by the City. Based on the KMA analysis, the Developer's request for $2,627,631 in total HOME funds for the Project is warranted. This equates to an additional $407,871 in HOME funds to be provided by the City. The City is planning to designate 11 units as HOME units. D. Cash Flow Over Affordability Term (Table 4) KMA also conducted a cash flow analysis to estimate the present value of the debt service payments to the City. The following describes the basic cash flow assumptions: 1. Year 1 is based on the pro forma rent and expense assumptions presented in the stabilized analysis (Table 2). 2. Additional revenue and expense assumptions are as follows: a. The projected residential income and miscellaneous income are estimated to increase at 2.5% per year. b. A 5.0%vacancy and collection allowance. C. The general operating expenses and social services are increased at 3.5% per year. d. The property taxes are increased at 2.0% per year. e. Replacement reserves and the HCD mandatory payment remain constant. The priority distributions are categorized as follows: An annual debt service payment of $230,904; City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 111 25J-33 ii. An asset management fee to the limited partnership of $5,000 for 15 years escalated at 3% per year; and iii. An asset management fee to the general partner of $5,000 for 55 years escalated at 3% per year; iv. A managing general partnership fee of $10,000 for 55 years escalated at 3% per year; and V. Repayment of the deferred Developer Fee, which will have a 0% interest rate. g. The annual residual receipts payments to the soft lenders will be set as follows: City Inclusionary Housing Loan: $4,775,000 loan will be repaid with 18.58% of the total annual residual receipts. This loan will have a 3% simple interest rate and a 55-year term. At the end of the term, the outstanding loan balance is estimated at $11.33 million. ii. City CDBG Loan: $500,000 will be repaid with 1.95% of the total annual residual receipts. This loan will have a 3% simple interest rate and a 55- year term. At the end of the term, the outstanding loan balance is estimated at $1.19 million. iii. City HOME Loan: $2,627,631 will be repaid with 10.23%of the total annual residual receipts. This loan will have a 3% simple interest rate and a 55-year term. At the end of the term, the outstanding loan balance is estimated at $6.23 million. iv. AHSC Loan: $4,944,000 will be repaid with 19.24% of the total annual residual receipts. This loan will have a 3% simple interest rate and a 55- year term. At the end of the term, the outstanding loan balance is estimated at $11.73 million. h. The City HOME Loan is estimated to generate the following in nominal terms and present value terms, assuming a 6.0% discount rate: HOME Loan City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 112 25J-34 The NOI is projected to be positive through Year 55. Thus, it is concluded that the Project will have a positive cash flow during the term of the HOME affordability and loan terms. E. Profit and Returns The following analyzes the anticipated profit to the Developer/Owner. Developer Fees $2,000,000, which is the maximum allowed per TCAC. Cash Flow The Developer will receive 50% of the annual residual receipts, which are estimated to total $3.57 million over 55 years, or a net present value of $306,000. This equates to an estimated 3% IRR based on the $2.0 million deferred Developer Fee provided by the Developer. Tax Benefits The Project will generate $17.53 million in Federal Tax Credits that will be sold to Bank of America and the cash will be used as equity in the Project. Equity Appreciation The equity appreciation is not expected to be significant until year 56 when the units are converted to market rate units. identity of Interest Roles No related parties will be benefiting from the Project. In conclusion, the developer fee, cash flow projection, equity appreciation, and profit anticipated to be generated by the Project are appropriate. IV. DEVELOPER ASSESSMENT The Developer, Meta Housing Corporation, was founded in 1993 and is based in Los Angeles, California. The Developer develops and manages affordable and mixed -income apartment communities throughout California. The Developer's model focuses on projects that are financially viable, architecturally pleasing, affirmatively marketed with fairly selected tenants, service enriched, well-built and maintained, and compliant with all funder requirements. Since 1993, the Developer has developed more than 8,700 residential units with costs of over $2.1 billion. These projects include a grocery store in South Los Angeles, adaptive reuse of a nine -story bank building in Los Angeles's Chinatown, numerous arts colonies, housing for veterans and formerly homeless individuals and families, along with many transit -oriented and inclusionary housing developments. The following provides an assessment of the experience and the capacity of the Developer to implement the Project, as well as the fiscal soundness of the Developer to meet its financial obligations and risks of the Project. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 113 25J-35 A. Development Team The Developer's strategy is to secure and leverage local, state and federal funding sources, and arrange complex financial structures that ensure the highest and best use of available funds. In addition, the Developer has a strong sense of social advocacy, and interest in innovation to sustain strong relationships with public and private partners. The Development Team involved in the Project will include the following: 1. Chris Maffris, Executive Vice President — Since joining Meta Housing in 2003, Chris has supervised the completion of more than 3,700 apartment units and 30,000 square feet of commercial space. Chris focuses on urban center infill and revitalization projects and oversees the firm's development team through all aspects of the development process including acquisition, entitlements, financing, and construction. Chris holds a degree in economics with Specialization in Computer Science from University of California, Los Angeles. 2. Michelle Espinosa Coulter, Director of Artist Housing — Since joining Meta Housing in 2011, Michelle has managed the development of over 21 affordable projects, with $530 million in total development costs and 1,540 units. Michelle is a former Certified Public Accountant and holds a Master of Arts in Urban Planning from University of California, Los Angeles and a Master of Science in Accounting from Texas A & M University. The development team will consist of the following entities: Santa Ana Arts Collective,_LP ^ Meta Housing Corporation WSH Management_ After School Program — Bowers Museum Adult Education, Health & Wellness —Actors Fund Service Coordination —TAO Central Studio One Eleven__ DK Engineer, Corp _ — Studio One Eleven LACALConsulting' Pacific Real E_sta_te_Appraisal RJC Group _ _ Bocarsly Emden Cowan —Es—mail & Arndt LLP� _ Novogradac & Company_LLP Westport Construction, Inc. B. Ability to Perform HUD guidance related to this evaluation indicates that the Developer's recent, similar, successful experience developing and operating comparable projects may be used to assist in City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 114 25J-36 establishing the Developer's capacity to undertake a project that is requesting HOME Program assistance. Since 1993, the Developer has built an asset portfolio that includes the development of and/or ownership interest in more than 8,700 housing units in more than 105 affordable housing developments. The Developer has 25 years of experience providing quality affordable housing. The Developer has affirmed that none of their projects have been placed into foreclosure or are at risk of foreclosure. The Developer has successfully completed three similar projects in Southern California in the past 5 years. The Metro @ Chinatown SeniorLaRs Completed in 2013, The Metro @ Chinatown Senior Lofts consisted of transforming a blighted and vacant Los Angeles office building into a transit -oriented senior apartment property. The project consists of 123 affordable units restricted to seniors ages 55 and up. The Developer utilized funding sources such as: Tax Credits, HUD Neighborhood Stabilization Program funds, and HCD Transit -Oriented Development Program funds. ACE1121 Completed in 2017, ACE/121 is a modern, 70-unit affordable apartment community consisting of one-, two-, and three -bedroom units. The project is one of the Developer's family arts colonies and features a modern architectural design that upholds the community's arts -focused concept. Residents of this community can enjoy professional -grade art studio and gallery spaces, while participating in free, professional -level arts activities and classes on an on -going basis. The project includes many community areas, including an art gallery, large community rooms, and a sculpture garden. ACE/121 was funded with Tax Credits and funds from the City of Glendale Housing Authority. PaMlts Completed in 2015, PacArts is the Developer's first family arts colony. The project is located just outside of San Pedro's thriving Downtown Arts District. The project includes 49 affordable apartment units, with six ground floor live/work units, as well as professional -grade art studios and art gallery spaces. Every resident is an artist and was selected based upon submission of artistic works. The project was financed with 9%Tax Credits and funds from the former Community Redevelopment Agency of Los Angeles. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 115 25J-37 C. Fiscal Soundness The Developer has extensive affordable housing development and asset management experience using HOME funds as well as a variety of other federal funding sources. Therefore, it is determined that the Developer meets the financial management systems and practices required by the HOME Program. The Developer provided audited financial statements for 2016 and 2017 prepared in accordance with generally accepted accounting principles. The financial statements demonstrate that the Developer has sufficient cash -on -hand and financial strength to complete the Project. D. Conclusion The Developer has demonstrated the development capacity and fiscal soundness to undertake the Project. V. MARKET ASSESSMENT The Developer provided KMA with a multifamily rental market study conducted by Novogradac & Company, LLP. KMA has reviewed the Market Study and prepared a summary of the findings. A. Identification of Neighborhood Target Area The market study identifies the neighborhood target area to be central Santa Ana, as well as portions of the cities of Garden Grove and Orange with the following boundaries B. Pricing The following compares the Project's highest proposed rents to the adjusted market rents of surveyed properties: City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 116 25J-38 C. Absorption The demand estimate indicates there area sufficient number of income eligible households in the Target Area. The overall vacancy rates among the comparable properties average 1%. Three of the five Tax Credit comparables reported zero vacancies, as did two market rate comparables. Further, four of the Tax Credit comparables maintain waiting lists. The Market Study estimates that the Project will reach stabilized occupancy within two to three months of completion. This equates to an absorption pace of approximately 25 units per month. D. Market Study Conclusions Based on the market assessment results, KMA concludes that there is adequate demand for affordable housing to support the Project. Therefore, it is anticipated that the Project will be leased up well before the six-month HOME requirement. VI. HOME REQUIREMENTS The following summarizes additional HOME requirements. A. HOME Program Deadlines Deadline Acquisition §92.2 states that acquisition of The Site has housing will occur within 6 already been months of contract date. acquired. Demolition/Construction §92.2 states that The Project is construction/demolition of currently under property is scheduled or construction reasonably can be expected to start within 12 months of the agreement date (8/21/18). Project Completion §92.205(e)(2), 92.2 state that the To be project must be completed completed in within 4 years of the date the June 2019 funds are committed to the project (8/29/2018). Lease -up §92.252 states that HOME To be assisted units must be occupied completed by an eligible tenant within six within 6 months following project months completion. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 1 17 25J-39 B. Cost Reasonableness The Developer provided an executed contract with Westport Construction, Inc, the general contractor for the Project. The contract describes the costs associated with the scope of work for the Project. In addition, the Developer provided requested and approved change orders to revise the scope of work and associated costs. Together the construction contract and approved change orders represent the current Project budget. The costs included in the Project budget appear reasonable for the scope of work proposed for the Project. C. Written Agreement The City must execute a written agreement before committing HOME funds to the Project. The written agreement must capture the Project and financing terms that result from the underwriting process. The City and Developer entered into an initial HOME Loan Agreement in July 2017 and propose to amend that Agreement in August 2018. The following summarizes the financial deal points memorialized in the written agreements: 1. The term of the HOME Loan is 55 years. 2. The term of the HOME affordability restrictions is 20 years. 3. A total of 11 units in the Project are restricted as fixed HOME units as follows: Three (3) one -bedroom units will be restricted as Low HOME units; b. Four (4) three -bedroom units will be restricted as Low HOME units; and C. Four (4) three -bedroom units will be restricted as High HOME units. 4. The HOME Loan terms are as follows: a. A total of $2,627,631 will be disbursed to the Developer for eligible costs related to the construction of the 11 HOME assisted units. b. A 3.0% simple interest rate. C. The outstanding loan balance will be due and payable at the end of the 55-year term. d. The loan is secured by a subordinated deed of trust. e. Annual payments will be made to the City based on 10.23% of total annual residual receipts. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 1 18 25J-40 The following verifies that the written agreement includes the provisions required in Section 92.504: Required Provisions Use of HOME Funds Included Written Agreement in ® Section of Written Agreement 5A Affordability ® 7 Project is identified by Address or Legal Description ® Exhibit A Project Requirements ® 7 Property Standards ® 11.11 Other Federal Requirements ® 11 Affirmative. Marketing ® 11.9 Requests for Disbursement of Funds ® 6 Records & Reports 11.16 Enforcement of the Agreement ® 21 Duration of the Agreement ® 7.1.A Conditions for Religious Organizations ❑ NA CHDO Provisions ❑ NA Identifies all Parties to the Agreement ® Recitals Provides dated signatures for each Party X 21.19 Recommended Additional Provisions: ■ Description of Project ® Exhibit F ■ Roles & Responsibilities ® 6 • Conflict of Interest ® 11.18 ■ Monitoring ® 11.19 D. Layering Requirements HOME regulations require projects to provide a layering analysis demonstrating that the HOME assistance is required to provide affordable housing. Based on the results of the preceding underwriting analysis, KMA concludes that the Developer's request for $2,627,631 in HOME assistance from the City is warranted by the Project economics. As such, it can be concluded that the assistance package complies with the HOME layering requirement. E. Cost Allocation (§92.205(d)) and HOME Unit Designation (Table 5) HOME funds may only be used to pay eligible costs for HOME assisted units. When the City designates fewer than 100% of the units as HOME assisted, the City must calculate the eligible costs that are allocable to the assisted units and may only pay the actual costs related to those HOME assisted units, capped by the maximum subsidy limits previously described. The financial gap analysis concludes that the Project needs $2,639,000 in HOME assistance; however, the Developer is only requesting $2,627,631 in HOME funds. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 119 25J-41 Given that the units are not uniform in size, KMA used the Standard Method to determine the cost allocation. As detailed in Table 5, KMA estimated that eligible project costs equate to $638 per square foot of gross residential area. Therefore, a total of $7.70 million can be allocated to the 11 HOME -designated units as specified in AppendixA —Table 5. However, there is also a maximum HOME subsidy requirement that must be met. In order to commit $2,627,631 to this Project, based on the 2018 maximum subsidy limits, three one - bedroom units and eight three -bedroom units need to be restricted as HOME units. The following summarizes the maximum HOME subsidy that can be made to the Project based on 11 HOME units: F. Affordability Period The HOME assisted units must meet the affordability requirements for not less than the applicable period specified in the following table, beginning after project completion: Projects Acquisition / Rehabilitation Projects: Minimum Affordability PeriodRental HOME Funds Under $15,000 per Unit 5 Years HOME Funds Under $15,000 - $40,000 per Unit 10 Years HOME Funds Over $40,000 per Unit 15 Years Rehabilitation Projects Involving Refinancing 15 Years New Construction Projects 20 Years The HOME Program affordability requirements must: 1. Apply without regard to the term of any loan or mortgage, repayment of the HOME investment, or the transfer of ownership; 2. Be imposed by a deed restriction, a covenant running with the land, an agreement restricting the use of the property, or other mechanisms approved by HUD and must give the City the right to require specific performance; and 3. Must be recorded in accordance with State recordation laws. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 120 25J-42 The HOME Agreement requires the 11 HOME units to be restricted as affordable for 20 years. Therefore, the Project will meet the HOME requirement for new construction projects. The affordability restrictions are detailed in the HOME Loan Agreement that will be recorded on the property. G. Property Standards (§92.251) The Project will be subject to the following property standards: Included in HOME PropertyAgreement State and local codes, ordinances and zoning requirements Accessibility: ■ Accessibility requirements of 24 CFR part 8 • Design and construction requirements at 24 CFR 100.205 Disaster Mitigation Not Applicable Written cost estimates, construction contracts and construction documents Construction progress inspections H. HOME Rents / Utility Allowances The tenants will be responsible for paying utilities. The following provides the current HOME rents as of July 2018 for Orange County as published by HUD less the estimated utility allowances: The HOME Regulatory Agreement requires that seven units are restricted as Low HOME units I. Financial Commitments The Developer provided financial commitment documentation for the following sources: 1. An executed Loan Purchase Agreement from CCRC dated July 21, 2017 to provide a $21,260,574 construction loan and an estimated $3,043,100 permanent loan. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 121 25J-43 2. An executed Second Amended and Restated Agreement of Limited Partnership with Bank of America as the Investor dated July 1, 2017 to provide $18.04 million in Tax Credit equity. A Standard Loan Agreement from HCD for $4.94 million in AHSC funds executed on July 26, 2017. 4. A Standard Grant Agreement from HCD for $22,500 in AHSC funds executed on July 26, 2017. 5. The City entered into the 2017 HOME Loan Agreement to provide $2,219,760 to the Project on July 5, 2018. The City intends to amend the 2017 HOME Loan Agreement in August 2018 to provide $2,627,631 in HOME funds to the Project. VII. CERTIFICATIONS Based on the results of the analysis, the following certifications are provided: Requirement Certifications Met The funding sources discussed in this Report are sufficient, and timely in availability, to cover the Project costs. The estimated costs for the Project are necessary, reasonable, and in compliance with the cost principles described in 2 CFR part 200. The scope and budget for the Project are sufficient to meet the HOME property standards set forth at 24 CFR 92.251 over the life of the affordability covenants imposed by the HOME Loan Financing Agreement. The Developer's operating pro forma includes realistic assumptions regarding the base year revenues and expenses, and reasonable escalation factors for the revenues and expenses. The market assessment confirms the demand for the Project, and the Project can be expected to be leased up within the 18-month period mandated by HUD. The Developer's experience and financial capacity are adequate to implement the Project, and meet the financial obligations and risks related to the Project. The developer fee, cash flow projection, equity appreciation, and profit anticipated to be generated by the Project are appropriate. The Project meets the minimum HOME investment requirement of $1,000 per HOME designated unit. The Project will provide the minimum number of HOME -Assisted Units as required under the cost allocation rule at 24 CFR 92.504. The HOME Program assistance provided to the Project does not exceed the subsidy limits, and the appropriate number of units have been designated as HOME units as established by 24 CFR 92.504. City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 122 25J-44 In accordance with 24 CFR 92.205(e)(2), the Project will be completed within four years of the date the HOME funds are committed. The Project will comply with the property standards and affordability requirements imposed by CFR 92.252(e). Vill. COMMITMENT CHECKLIST (§92.2) HOME funds are not committed to an identifiable project in IDIS until the parties have provided the following: Requirements Project is associated with approved Consolidated Plan / Annual Action Plan projects Requirement Met Completion Dates Environmental Review Requirements have been met Legally binding written agreement has been executed ® July 5, 2018 & August 21, 2018 All necessary financing is secured ® August 21, 2018 Subsidy Layering & Underwriting Analysis Completed ® August 6, 2018 Construction Expected to begin within 12 months Commitment Date I Not Applicable By September 20, 2018 City of Santa Ana HOME Subsidy Layering Review: Santa Ana Arts Collective Page 123 25J-45 Appendix A 25J-46 APPENDIX A -TABLE 1 ESTIMATED DEVELOPMENT COSTS SANTA ANA ARTS COLLECTIVE SANTA ANA, CALIFORNIA I. Property Assemblage Costs Property Acquisition Costs 2 43,299 Sf Land $171 /Sf Land $7,405,000 Relocation Costs 2 1,473,000 Closing Costs 0.5% Purchase Price 34,000 Total Property Assemblage Costs $8,912,000 II. Direct Costs 3 Off -site Improvements $376,000 On -site Improvements 43,299 Sf Land $11 /Sf Land 469,000 Adaptive Reuse & New Contt Costs 4 74,499 Sf GBA $189 /Sf GBA 14,080,000 Furnishings, Fixtures & Equipment 350,000 Contractor Fees / General Requirements 12% Construction Costs 1,791,000 Construction Bonds 2% Construction Costs 299,000 Contingency Allowance 3% Other Direct Costs 521,000 Total Direct Costs 58 Units $308,400 /Unit 17,886,000 III. Indirect Costs Arch, Eng, Consulting & Construction Mgt 16% Direct Costs $2,862,000 Public Permits & Fees 6 58 Units $28,220 /Unit 1,637,000 Taxes, Insurance, Legal & Accounting 3% Direct Costs 537,000 Marketing & Leasing 58 Units $2,414 /Unit 140,000 Developer Fee 6 8% Eligible Basis 2,000,000 Contingency Allowance 2% Other Indirect Costs 144,000 Total Indirect Costs $7,320,000 IV. Financing Costs Interest During Construction Predevelopment Loan 7 $206,000 Construction Loan a $21,260,574 Loan Amount 4.86% Interest 995,000 Financing Fees Construction Loan $21,260,574 Loan Amount 1.25 Points 266,000 Permanent Loan $3,442,000 Loan Amount 1.50 Points 52,000 Operating Reserve 3 Months Operating Expenses / Debt Service 162,000 TCAC Fees ' 97,000 V. Total Financing Costs $1,778,000 Total Construction Costs 58 Units $465,200 /Unit $26,984,000 Total Development Costs 58 Units $618,900 /Unit $35,896,000 2 An appraisal prepared on June 27, 2017 estimates the As -Is market value of the property at $8,200,000. 2 Based on Developer estimate. LACAL Consulting, Inc. prepared a relocation plan on May 31, 2016 and estimated the relocation costs at $907,000. However, the report underestimaterd the lease termination options. The Developer provided back-up documenation for the additional costs. 3 Estimates assume prevailing wage requirements will not be imposed on the Project. 4 Based on Developer estimate. The Developer provided a general contractor contract and change orders to support the construction cost estimates. s Based on Developer estimate. The estimate should be verified by City staff. 6 This is the maximum amount allowed to be included in the Project by TCAC. 7 Based on Developer estimate. 6 Includes debt on the 78% of the Tax Credit Equity which will not be funded during construction. Assumes a 21-month development period with a 55%average outstanding balance. 3 Includes a $2,000 application fee; $410/unit monitoring fee; and 4% of the gross Tax Credit proceeds for one year. Prepared by: Keyser Marston Associates, Inc. Filename: Meta-8 618; PF_9%; trb 25J -4 /J APPENDIX A -TABLE 2 STABILIZED NET OPERATING INCOME SANTA ANA ARTS COLLECTIVE SANTA ANA, CALIFORNIA I. Gross Residential Income Manager's Unit 1 Unit $0 /Unit/Month $0 Low HOME/TC Cd 30%Median 1-Bedroom Units @ (687-Sf) 14 Units $572 /Unit/Month 96,100 2-Bedroom Units @ (939-Sf) 2 Units $689 /Unit/Month 16,500 3-Bedroom Units @ (1,280-Sf) 4 Units $781 /Unit/Month 37,500 Low HOME/TC to 35%Median 1-Bedroom Units @ (687-Sf) 6 Units $674 /Unit/Month 48,500 Low HOME/TC (a140%Median 1-Bedroom Units @ (687-Sf) 6 Units $777 /Unit/Month 55,900 High HOME/TC @ 60%Median 2-Bedroom Units @ (939-Sf) 12 Units $1,427 /Unit/Month 205,500 3-Bedroom Units @ (1,280-Sf) 13 Units $1,634 /Unit/Month 254,900 Laundry/Miscellaneous Income 58 Units $10 /Unit/Month 7,200 Gross Base Income $722,100 (Less) Vacancy & Collection Allowance 5% Gross Base Income (36,100) Effective Gross Base Income $686,000 II. Operating Expenses General Operating Expenses 58 Units $5,660 /Unit $328,300 Property Taxes z 58 Units $232 /Unit 13,400 Services 58 Units $345 /Unit 20,000 HCD Required Debt Service $4,944,000 AHSC Loan 0.42% AHSC Loan 20,800 Replacement Reserve 58 Units $600 /Unit 34,800 Total Operating Expenses $417,300 III. I Net Operating Income $268,700 Based on Orange County Incomes distributed by HUD/HCD. As pertinent, the rents are based on those published in 2018 by TCAC, and the HOME Program. Utility Allowances per the Developer: $43 for 1-Bdrm units; $49 for 2-Bdrm units; and $71 for 3-Bdrm units. z Based on Developer estimate. Assumes that the Developer will receive the property tax abatement accorded to non-profit housing organizations that develop income -restricted apartments. Prepared by: Keyser Marston Associates, Inc. Filename: Meta_8618; PF_9%; trb 25J —AwQ APPENDIX A - TABLE 3 FINANCIAL GAP CALCULATION SANTA ANA ARTS COLLECTIVE SANTA ANA, CALIFORNIA I. Available Funding Sources Permanent Loan Net Operating Income ' $268,700 NOI (See Table 2) Income Available for Mortgage 1.16 DCR $230,900 Debt Service Interest Rate 5.36% Interest Rate 6.71% Mortgage Constant Permanent Loan Tax Credit Equity z Gross Tax Credit Value Syndication Rate Net Tax Credit Equity AHSC Affordable Hsg Development Loan 3 AHSC Program Grant 3 Deferred Developer Fee $17,908,000 $1.01 /Tax Credit Dollar $3,442,000 $17,534,000 $4,944,000 $23,000 $2,000,000 City of Santa Ana Inclusionary Funds 3 $4,775,000 City of Santa Ana CDBG Funds 3 $500,000 Total Available Funding Sources $33,218,000 II. Unfunded Financial Gap Calculation Total Available Funding Sources $33,218,000 (Less) Total Development Costs (35,896,000) Unfunded Financial Gap $2,678,000 ' Assumes a 30-year amortization term. z Assumes an $15.9 million requested unadjusted eligible basis, which includes a $776,000 million voluntary basis reduction, a 130%difficult-to- develop premium, a 9.0%Tax Credit rate and an applicable fraction of 100%. Due to delays in construction, the Project is subject to a $509,000 equity timing adjuster. 3 The Developer provided commitment documentation for these funding sources. Prepared by: Keyser Marston Associates, Inc. A 9A Filename: Meta _8618;PF_9%;trb 25J-4 O ry al m ry b O ol n '1 Q n n m m o O O O o 0 K N N N N N N N e d 0 Q N O I N N N N N N N N rt N O O 9 m Q N N O ti Q O O O O O O ym N N N N N N V01O O pT N lo M� m N N e !I K N N N N o e b n N e o o b o e w w 1F at 0 o o o o o 0 N o n w O w w o w o o m n .y n m w m .+ n T16 m N N N N N N v N � .e. ry ry m� n.n. m n it uwi. 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L N a W d° u o 01 .di x a w x 6 N Z Z a s 25J-55 APPENDIX A - TABLE 5 COST ALLOCATION WORKSHEET - STANDARD MODEL SANTA ANA ARTS COLLECTIVE SANTA ANA, CALIFORNIA Step 1: Determine Comparability, Select Method of Cost Allocation Gross Res SF 53,702 Step 2: Proposed HOME Investment $2,627,631 Step 3: Calculate Actual Cost of HOME Units Total Development Costs $35,845,177 Ineligible Development Costs (1,571,790) Unit -Specific Upgrades 0 Relocation Costs 1,473,000 Assign Relocation Exclusively to HOME Units? NO Base Project Cost $638 /Sf Gross Residential SF $34,273,387 Assign Units ft of Bdrms Unit Size Cost Unit 1 1 624 $398,246 2 1 624 398,246 3 1 624 399,246 4 3 1,214 774,792 5 3 1,248 796,492 6 3 1,298 828,402 7 3 1,274 813,085 8 3 1,302 830,955 9 3 1,274 813,085 10 3 1,302 830,955 11 3 1,274 813,085 Subtotal HOME Unit Costs $7,695,589 Add: Relocation Costs Allocated Exclusively to HOME Units (if applicable) $0 Actual Cost of HOME Units $7,695,589 Step 4: Calculate Maximum Project Subsidy Unit Size p of Units Max Subsidy/Unit Maximum Subsidy 0 Bedroom 0 $147,074 $0 1 Bedroom 3 $168,600 505,800 2 Bedroom 0 $205,502 0 3 Bedroom 8 $265,229 2,121,832 Maximum Project Subsidy 11 $2,627,632 Step 5: Maximum HOME Investment, Lesser of Proposed Investment (Step 2) $2,627,631 Actual Cost of HOME Units (Step 3) $7,695,589 Maximum Project Subsidy (Step 4) $2,627,632 Maximum HOME Investment 11 HOME Units $2,627,631 Prepared by: Keyser Marston Associates, Inc. Filename: Meta-8 618; HOME; trb 25J -5 /J 25J-58 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: AUGUST 21, 2018 APPROVED TITLE APPROVE A COOPERATIVE ❑ As Recommended AGREEMENT WITH THE COUNTY OF ❑ Amended ❑ OOrrdinance on 1s' Reading ORANGE AND VARIOUS AGENCIES ❑ Ordinance on 2nd Reading TO FUND TOTAL MAXIMUM DAILY ❑ Implementing Resolution LOAD PROGRAMS AND RELATED ❑ Set Public Hearing For ACTIVITIES IN THE NEWPORT BAY WATERSHED (STRATEGICPLAN NO. 5,2) CONTINUED TO FILE NUMBER CITYjMANAGER Authorize the City Manager and the Clerk of the Council to execute cooperative Agreement No. MA-080-18011416 with the County of Orange and other Newport Bay watershed dischargers to fund Total Maximum Daily Load programs and related activities in the Newport Bay Watershed for a five-year term beginning upon approval and execution by all parties and expiring June 30, 2023, and establishing the initial Fiscal Year 2018-19 estimated budget of $1,322,597, of which the City of Santa Ana's share of $119,934, subject to nonsubstantive changes by the City Manager and City Attorney. DISCUSSION Authorized by the Federal Clean Water Act, the National Pollutant Discharge Elimination System (NPDES) permit program was established in 1972 to mitigate pollutant discharges to waters of the United States and to maintain water quality standards. In California, this program is regulated by the State Water Resources Control Board through its nine Regional Water Quality Control Boards. Approximately 60 percent of the City s surface area drains to Newport Bay via four major County flood control channels: The Santa Ana -Delhi Channel, Santa Ana Gardens Channel, Santa Ana Santa Fe Channel, and Lane-Barranca Channel (Exhibit 1). Newport Bay and some of its tributaries are identified on the State Water Resources Control Board 303(d) List of Impaired Waters for multiple pollutants. The Clean Water Act requires the development of a Total Maximum Daily Load (TMDL) for each listed pollutant in order to protect the beneficial uses of the water body. TMDLs also include requirements for studies, water quality monitoring, and the development of specialized programs, work plans, and projects to meet water quality standards. 25K-1 Cooperative Agreement to fund Newport Bay TMDL Programs August 21, 2018 Page 2 The City of Santa Ana is a co-permittee under the Orange County NPDES Permit (ORDER NO. R8-2009-0030 - NPDES No. CAS618030), issued by the Santa Ana Regional Water Quality Control Board (Regional Board). The County of Orange, Orange County Flood Control District, is the principal permittee. The Regional Board incorporates TMDLs into the Permit and the Newport Bay Watershed dischargers work collaboratively with the County of Orange to achieve compliance with TMDLs and the Permit itself. This collaborative effort results in cost -sharing efficiencies for all parties. In 2003, City Council approved the first cooperative agreement (No. 2003-126) with the County of Orange and other Newport Bay watershed dischargers to address TMDL requirements in Newport Bay. After its expiration, a replacement agreement (No. D11-066) was approved by City Council in 2012 and it expired on June 30, 2018. The new Agreement (No. MA-080-18011416) replaces the recently expired agreement and will provide for studies, water quality monitoring, and the development of specialized programs, work plans, and projects to meet water quality standards and comply with established and pending Newport Bay watershed TMDLs. Additionally, this Agreement includes new cost -share percentages for the thirteen funding partners (Exhibit 2). The City's cost -share percentage has decreased from 10.79% during the previous agreement and is set at 9% for the lifetime of this Agreement, resulting in cost savings for the City. The term of this Agreement begins upon approval and execution by all parties and will expire on June 30, 2023. In support and cooperation with the other participating agencies, PWA staff is recommending that the City Council approve and execute this Agreement. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #2 Expand opportunities for conservation and environmental sustainability. ENVIRONMENTAL IMPACT There are no environmental impacts associated with this action. FISCAL IMPACT The City's Fiscal Year 2018-19 9% budget share for this Agreement is $119,934. The annual budget share for each subsequent fiscal year of the agreement is expected to be of a similar amount. Funds are available for expenditure in Fiscal Year 2018-19 in the Federal Clean Water Protection Enterprise (NPDES Program) Account (No. 05717640-62300) and will be budgeted in this account for expenditures in Fiscal Years 2019-20, 2020-21, 2021-22, and 2022-23. 25K-2 Cooperative Agreement to fund Newport Bay TMDL Programs August 21, 2018 Page 3 — - —_ APPROVED AS TO FUNDS AND ACCOUNTS: D Fuad Sw iss, PE, PLS Sergio Vidal Executiv Director Assistant Director Public W rks Agency Finance and Management Services Agency FSS/TC/CF/ARC Exhibits: 1. Map of City Area in Newport Bay Watershed 2. Cooperative Agreement No. MA-080-18011416 25K-3 25K-4 Exhibit 1 City of Santa Ana - Regional Watershed Areas z e 0 .mmmmlc:� -- Miles 25K-5 25K-6 Exhibit 2 Agreement No. MLi=080-1$011416r COOPERATIVE AGREEMENT TO FUND TOTAL MAXIMUM DAILY LOAD PROGRAMS AND RELATED ACTIVITIES IN THE NEWPORT BAY WATERSHED THIS AGREEMENT, for purposes of identification numbered MA-080-18011416, referred to hereinafter as "Agreement", is made and entered into this _ day of . 2018, by and between the County of Orange ("County'), the Orange County Flood Control District, the City of Costa Mesa, the City of Irvine, the City of Laguna Hills, the City of Laguna Woods, the City of Lake Forest, the City of Newport Beach, the City of Orange, the City of Santa Ana, the City of Tustin, Irvine Ranch Water District, and the Irvine Company. These entities are hereinafter sometimes jointly referred to as "Parties' and individually as "Party." City entities are hereinafter sometimes jointly referred to as "Cities." The Cities, County, and the Orange County Flood Control District are hereinafter sometimes jointly referred to as the "Municipal Parties." RECITALS WHEREAS, the California Regional Water Quality Control Board, Santa Ana Region ("RegionaI Board") adopted Resolution No. 98-9, as amended by Resolution No. 98-100, amending the Water Quality Control Plan for the Santa Ana River Basin ("Basin Plan') to incorporate a Nutrient Total Maximum Daily Load ("TMDL") for the Newport Bay/San Diego Creek Watershed on April 17,199$, and Resolution 99-10 amending the Basin Plan to incorporate a TMDL for Fecal Coliform in Newport Bay on April 9,1999, pursuant to the provisions of Section 303(d) of the Clean Water Act; and, WHEREAS, the United States Environmental Protection Agency established technical TMDLs for toxic pollutants ("Toxics TMDIs") for San Diego Creek and Newport Bay, California, on June 14, 2002, and the Regional Board has been in the process of developing implementation plans or updating these Toxics TMDLs through separate Basin Plan processes, and, as of the end of 2017, Basin Plan amendments for Diazinon and Chlorpyrffos TMDLs and OrganochIorines TMDLs have been adopted, Basin Plan amendments for selenium are in progress, and Basin Plan amendments for metals are in development; and, Page 1 of 23 V6-13-2018 Final for Approval 25K-7 Agreement No. MA-080-18011416 WHEREAS, the Newport Bay Nutrient, Fecal Coliform, and Toxics TMDLs (collectively referred to as "Newport Bay TMDLs") contain requirements for studies, monitoring, and the development of programs to attain TMDL targets over a multi -year period; and, WHEREAS, the Newport Bay TMDLs are included in the National Pollutant Discharge Elimination System Municipal Stormwater Permit ("NPDES Permit"), Order No. R8-2009-0030, issued to the Municipal Parties by the Regional Board, which encourages a cooperative watershed program approach; and, WHEREAS, the Parties entered into Agreement No. D99-128 on September 18, 2003 and subsequent amendments on July 5, 2006, March 29, 2008, and July 8, 2010, to provide funding for the studies and implementation activities related to the Newport Bay TMDLs; and, WHEREAS, the Parties subsequently entered into Agreement No. Dll-066 on June 26, 2012 as a successor to Agreement No. D99-128, with a further amendment on October 20, 2015; and, WHEREAS, the Parties intend this Agreement as a successor to Agreement D11-066, to provide for the performance of. additional studies, research, monitoring, reporting, development and/or revision of programs related to the Newport Bay TMDLs; assessmentand development of programs related to current and future Clean Water Act §303(d) listings and/or NPDES Permit requirements for watershed management plans; actions in response to threats of administrative enforcement and citizen suits; and planning, permitting, design, construction, and maintenance of TMDL pilot projects; and, and, WHEREAS, the Parties have reached agreement on funding shares which are shown in Exhibit A; WHEREAS, the Parties hereto share a common interest in the regulatory compliance gained through the activities to be funded and performed pursuant to this Agreement, and the Parties further acknowledge that each Party is entering into this Agreement for such purpose; there are common issues/questions of law and fact among the Parties; it is the understanding of each Party that, in the Page 2 of 23 V6-13-2018 Final for Approval 25K-8 Agreement No. MA-080-18011416 performance of this Agreement, as with preceding agreements to which this Agreement is successor, confidential communications protected by the attorney -client privilege and attorney work product doctrine may be disclosed among the Parties. Based on the foregoing, the parties now wish to enter into a common interest group agreement to memorialize their mutual understanding that confidential communications are to be kept confidential and protected from disclosure to the fullest extent allowed by law; and WHEREAS, it is recognized that additional compliance efforts may be necessary and the Parties may choose to fund projects under separate agreements. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows: Section 1. PURPOSE. This Agreement is entered into for the purpose of funding and performing program activities related to the Newport Bay TMDLs, NPDES Permit requirements specific to the Newport Bay watershed, current and future Clean Water Act §303(d) listings in the Newport Bay watershed, and other related matters which may affect NPDES Permit compliance and/or enforcement within the Newport Bay watershed. Section 2. TERM. The term of this Agreement shall commence upon approval and execution of this Agreement by all Parties or July 1, 2018, whichever is later, and shall continue until June.30; 2023. Section 3. PROGRAM WORK PLAN. The County shall work in concert with all Parties to develop a work plan for the following fiscal year and will provide longer term financial forecasts, The work plan for the upcoming fiscal years shall be submitted to each of the Parties by January 15 of each year. The work plan may designate a Party as a lead other than the County for a work plan task(s). Section 4. BUDGET AND COSTS. The budget for the initial 2018-19 fiscal year, subject to appropriations, is $1,332,597 and is shown in Exhibit A. The County shall work in concert with all the Parties to develop a budget for the following fiscal years. Budgeted amounts for pilot project(s) shall not exceed $200,000 for all pilot projects in any one fiscal year. For the following fiscal year and thereafter, a Page 3 of 23 V6-13-2018 Final for Approval 25K-9 Agreement No. MA-080-18011416 budget shall be submitted to each of the Parties by January 15 of each year. The budget shall contain an explanation of any recommended program changes, an estimate of all planned expenditures and an estimate of the payment required from each Party for the following fiscal year. The County shall be entitled to charge to the program all costs for direct labor, materials, equipment, and outside contract services for costs associated with carrying out the approved scope of work. Recoverable costs will also include an overhead charge. Section 5. WORK PLAN TASK LEAD REIMBURSEMENT. The County may designate a Party as a task lead with respect to specific tasks on the operative work plan. If a Party is designated as a task lead, upon prior written authorization from County, the Party shall invoice the County for authorized expenses up to the approved budget amount for the work plan task. Section 6. APPROVALS AND ADJUSTMENTS. The Parties shall be permitted to review and approve the budget and program work plan for the forthcoming year, review work products, and provide direction for performance of the work plan. The Parties shall be notified of the intent to issue contracts to perform the program work plan, shall be permitted to participate in the preparation and review of the scope of work for such contracts, and to serve on the committee evaluating consultant qualifications/proposals subject to the requirements of the County of Orange Contract Policy Manual. Criteria for approval of the work plan and budget shall be affirmative responses from Parties representing ninety percent (90 %) of the funding shares in Exhibit A and 12 of the 13 Parties. The County and Orange County Flood Control District will constitute one approving Party. Any Party not providing a response by July 15 of each year shall be considered as rendering an affirmative response. Criteria for approval of adjustments to scopes of work shall be the same as for the approval of the work plan and budget. Section 7. FUNDING SHARE PERCENTAGES. Exhibit A, which is attached to this Agreement and by this reference is made a part hereof, presents the funding share percentages for the Parties for the term of the Agreement and the costs for the Parties for fiscal year 2018-19. Page 4 of 23 V6-13-2018 Final for Approval 25K-10 Agreement No. MA-080-18011416 Section 8. PAYMENTS. For the initial year of the Agreement, the County shall invoice each Party for its deposit either at the beginning of the fiscal year or thirty (30) days after approval of the Agreement, whichever is later. In following years, the County shall invoice each Party for its annual deposit at the beginning of each fiscal year. Each Party shall pay the deposit within 45 calendar days of the date of the invoice. Each Party's deposit shall be based on its prorated share of the approved annual budget, reduced by the sum of (a) its prorated share of any surplus identified in the prior fiscal year end accounting, and (b) its prorated share of any funding provided for programs in the approved budget from entities not party to this Agreement. Interest earned on the Parties deposits will not be paid to the Parties, but will be credited against the Parties' share of the program costs. The County shall notify each of the Parties if it appears that costs may exceed the budget approved by the Parties in any fiscal year. The County shall prepare a fiscal year end accounting within 60 calendar days of the end of the fiscal year. If the fiscal year end accounting results in costs (net of interest earnings) exceeding the sum of the deposits, and the County has notified and obtained approval from the Parties of potential cost overruns, the County shall seek approval of the excess cost from the Parties in the form of a revised budget and, upon approval, shall invoice each Party for its prorated share of the excess cost up to the amount of the revised approved budget. Each Party shall pay the billing within 45 calendar days of the date of the invoice. If the fiscal year end accounting results in the sum of the deposits exceeding costs (net of interest earnings), the excess deposits will carry forward to reduce the billings for the following year. The fiscal year end accounting results and associated invoices for each Party will take into consideration any outside funding provided for programs in the approved budget from entities not party to t1ds Agreement. Upon termination of the program, a final accounting shall be performed by the County. If costs remaining after the deduction of interest costs exceed the sum of the deposits, the County shall invoice each Party for its prorated share of the deficit. Each Party shall pay the invoice within 45 calendar days of Page 5 of 23 V6-13-2018 Final for Approval 25K-11 Agreement No. MA-080-18011416 the date of the invoice. If the sum of the deposits, including interest, exceeds the costs, the County shall reimburse to each Party its prorated share of the excess, within 45 calendar days of the final accounting. Section 9: CONFIDENTIAL COMMUNICATIONS a. The term Confidential Communications shall mean all communications, regardless of form, including documents and oral or written communications, whether prepared by the Parties or by consultants or experts retained by any Party, exchanged by or among the Parties, their non -employee consultants or experts, and/or their counsel, that are: (I) related to the purpose and/or performance of this Agreement; and (ii) privileged or protected from disclosure to adverse or other persons by reason of the attomey-client privilege, the attorney work product doctrine, or the common interest and/or joint defense privilege. The term Confidential Communications does not include any publicly available information. b. The Parties agree that the disclosure of Confidential Communications between or among the Parties or their counsel will not diminish the confidentiality of such materials or constitute waiver of any applicable privilege or protection from disclosure. The Parties intend that all Confidential Communications shall be protected from disclosure and discovery, to the fullest extent allowed by law, including under the common interest and/or joint defense privileges. Inadvertent disclosure of Confidential Communications to third parties shall not constitute waiver of any applicable privilege, and shall be entitled to the fullest protection under the law, including the triggering of ethical obligations for the recipient(s) to return such inadvertently disclosed Confidential Communications. C. The Party providing or disclosing any Confidential Communications to another party to this Agreement, pursuant to this Agreement, shall mark it -as: "PRIVILEGED AND CONFIDENTIAL PURSUANT TO AGREEMENT NO. MA-080-18011416." Communications marked in this or substantially similar manner shall be Confidential Communications. The failure to so mark such communications, however, will not diminish the confidentiality of such communications or constitute waiver of any applicable privilege or protection from disclosure. Page 6 of 23 V6-13-2018 Final for Approval 25K-12 Agreement No. MA-080-18011416 d. Confidential Communications shall be held in confidence by the Parties, unless disclosure is required by law or court order. Each Party shall take reasonable and appropriate measures to prevent inadvertent disclosures of Confidential Communications to third parties. In the event any Party receives a third -party request or demand for Confidential Communications marked "PRIVILEGED AND CONFIDENTIAL PURSUANT TO AGREEMENT NO. MA-080-18011416," per section 9.c., or bearing the name of one or more attorneys for any Party, prior to the release of any such Confidential Communications, the receiving Party shall notify all other Parties that such a request or demand has been received, so that the other Parties have the opportunity to seek a protective order or other relief. In the event any Party receives a third -party request or demand for Confidential Communications that are not marked per section 9.c. and do not bear the name of any attorney for any Party, prior to the release of such Confidential Communications, the receiving Party shall endeavor to notify all other Parties, so that the other Parties have the opportunity to seek a protective order or other relief. e. To the extent allowed by law, the obligations of the Parties under this Section 9 shall survive the termination of this Agreement and shall remain in full force and effect f. Neither this Agreement nor the actions of any Party or counsel to a Party shall create any attorney -client relationship between any counsel and any Party that have not otherwise entered into an attomey-client relationship. Section 10. ADDITIONAL PARTIES. It is recognized that there may be other parties who wish to participate in and provide funding for the activities described in this Agreement. Nothing in this Agreement is intended to preclude additional participants being added by written amendment as parties to this Agreement pursuant to Section 11. Exhibit A will be revised to add funding share percentage(s) for the additional party(ies) and proportionately reduced percentage shares for the Parties. Section 11. AMENDMENT. This Agreement may be amended in writing only with the unanimous written approval of the parties. Page 7 of 23 V6-13-2018 Final for Approval 25K-13 Agreement No. MA-080-18011416 Section 12, LIABILITY. It is mutually understood and agreed that, merely by the virtue of entering into this Agreement, each Party neither relinquishes any rights nor assumes any liabilities for its own actions or the actions of other Parties. It is the intent of the Parties that the rights and liabilities of each Party shall remain the same, while this Agreement is in force, as it was before this Agreement was made, except as otherwise specifically provided in this Agreement. Section 13. TERMINATION. Any Party wishing to terminate its participation in this Agreement shall so notify all other Parties in writing by March 1 of any year. Such termination shall be effective the following June 30. The terminating Party shall be responsible for financial obligations hereunder to the extent incurred in accordance with this agreement by the Party prior to the effective date of termination. The balance of the Parties may continue in the performance of the terms and conditions of this Agreement with a proportionate reallocation of the terminating Party's cost share in Exhibit A among the remaining Parties. Section 14. AVAILABILITY OF FUNDS. The obligation of each Party is subject to the availability of funds appropriated for this purpose, and nothing herein shall be construed as obligating the Parties to expend or as involving the Parties in any contract or other obligation for the future payment of money in excess of appropriations authorized by law. Section 15. NO THIRD PARTY BENEFICIARIES. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person (except the Parties hereto and any entity in which a Party has a legal interest (such as, but not limited to, a limited liability membership interest or a partnership interest), and any permitted successors or assigns of a Party) any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained. This Agreement and any conditions and provisions hereof is intended to be and is for the sole and exclusive benefit of the Parties and the entities in which they have a legal interest and their successors or assigns and for the benefit of no other person, agency or entity. Page 8 of 23 V6-13-2018 Final for Approval 25K-14 Agreement No. MA-080-18011416 Section 16. REFERENCE TO CALENDAR DAYS. Any reference to the word "day' or "days" herein shall mean calendar day or calendar days, respectively, unless otherwise expressly provided, Section 17. ATTORNEYS'FEES. In any action or proceeding brought to enforce or interpret any provision of this Agreement, or where any provision hereof is asserted as a defense, each Party shall bear its own attorney's fees and costs. Section 18. ENTIRE AGREEMENT. This Agreement is intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such matter. Section 19. SEVERABILM. If any part of this Agreement is held, determined or adjudicated to be illegal, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. Section 20. SUCCESSORS AND ASSIGNS. The terms and provisions of this Agreement shall he binding upon and inure to the benefit of the Parties hereto and their successors and assigns. Section 21, NOTICES. All notices required or desired to be given under this Agreement shall be in writing and (a) delivered personally, or (b) sent by certified mail, return receipt requested or (c) sent by electronic mail followed by a mailed copy, to the addresses specified below, provided each Party may change the address for notices by giving the other Parties at least ten (10) days written notice of the new address. Notices shall be deemed received when actually received in the office of the addressee or when delivery is refused, as shown on the receipt of the U.S. Postal service, or other person making the delivery, except that notices sent by electronic mail shall be deemed received on the first business day following transmission. Page 9 of 23 V6-13-2018 Final for Approval 25K-15 Agreement No. MA-080-18011416 Director of Public Services City of Costa Mesa P.O. Box 1200 Costa Mesa, CA 92628-1200 Facsimile: (714) 754-5028 Director of Community Development City of Irvine P.O. Box 19578 Irvine, CA 92623-9578 Facsimile: (949) 724-6440 Director of Public Services City of Laguna Hills 24035 El Toro Road Laguna Hills, CA 92653 Facsimile: (949) 707-2633 Director of Community Development City of Laguna Woods 24264 El Toro Road Laguna Woods CA 92637 Facsimile: (949) 639-0591 Director of Public Works City of Lake Forest 25550 Commercentre Dr. Suite 100 Lake Forest, CA 92630 Facsimile: (949) 461-3511 Director of Public Works City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Facsimile: (949) 644-3308 Director of Public Works City of Orange 300 E. Chapman Ave Orange, CA 92866 Facsimile: (714) 744-5573 Executive Director, Public Works Agency City of Santa Ana 20 Civic Center PIaza (M21) Santa Ana, CA 92702 Facsimile: (714) 647-5635 Page 10 of 23 V6-13-2018 Final for Approval 25K-16 Agreement No. MA-080-18011416 Director of Public Works City of Tustin 300 Centennial Way Tustin, CA 92780 Facsimile: (714) 734-8991 Director, OC Public Works County of Orange 300 N. Flower Street Santa Ana, CA 92702-4048 Facsimile: (714) 834-2395 Executive Director of Water Policy Irvine Ranch Water District 15600 Sand Canyon Avenue Irvine, CA 92618 Facsimile: (949) 453-0228 Vice President of Environmental Affairs The Irvine Company 550 Newport Center Newport Beach, CA 92658-8904 Facsimile: (949) 720-2448 Section 23. EXECUTION OF AGREEMENT. This Agreement may be executed in counterparts and the signed counterparts shall constitute a single instrument. Section 24. GOVERNING LAW AND VENUE. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394. Furthermore, the Parties have specifically agreed, as part of the consideration given and received for entering into this Agreement, to waive any and all rights to request that an action be transferred for trial to another county under Code of Civil Procedure Section 394 or any other provision of law. Page 11 of 23 V6-13-2018 Final for Approval 25K-17 Agreement No. MA-080-18011416 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written Date: APPROVED AS TO FORM COUNTY COUNSEL By Deputy Date: COUNTY OF ORANGE, a political subdivision of the State of California Chairman of the Board of Supervisors ORANGE COUNTY FLOOD CONTROL DISTRICT a body corporate and politic Chairman of the Board of Supervisors SIGNED AND CERTIFIED THAT A COPY OF THIS AGREEMENT HAS BEEN DELIVERED TO THE CHAIR OF THE BOARD. Robin Stieler Clerk of the Board of Supervisors of Orange County, California Page 12 of 23 V6-13-2018 Final for Approval 25K-18 Agreement No. MA-080-18011416 �i0U&W 9WOR IKIT) A Date: Mayor APPROVED AS TO FORM: ATTEST: City Clerk City Attorney of Costa Mesa Page 13 of 23 V6-13-2018 Final for Approval 25K-19 APPROVED AS TO FORM: ATTEST: City Clerk CITY OF IRVINE al Mayor City Attorney of Irvine Page 14 of 23 Agreement No, MA-080-18011416 V6-13-2018 Final for Approval 25K-20 [`57wi iP WIRD CiWi77TA ATTEST; City Clerk Agreement No. MA-080-18011416 CITY of LAGUNA HILLS Mayor City Attorney of Laguna Hills Page 15 of 23 V6-13-2018 Final for Approval 25K-21 Date: APPROVED AS TO FORM: ATTEST: City Clerk Agreement No. MA-080-18011416 CITY OF LAGUNA WOODS Mayor City Attorney of Laguna Woods Page 16 of 23 V6-13-2018 Final for Approval 25K-22 Agreement No. MA-080-18011416 CITY OF LAKE FOREST Mayor APPROVED AS TO FORM: ATTEST: City Clerk City Attorney of Lake Forest Page 17 of 23 V6-13-2018 Final for Approval 25K-23 APPROVED AS TO FORM: ATTEST: City Clerk Agreement No. MA-080-18011416 CITY OF NEWPORT BEACH Mayor City Attorney of Newport Beach Page 18 of 23 V6-13-2018 Final for Approval 25K-24 APPROVED AS TO FORM: ATTEST: City Clerk Agreement No, MA-080-18011416 CITY OF ORANGE By: Mayor City Attorney of Orange Page 19 of 23 V6-13-2018 Final for Approval 25K-25 G]rM��iil Agreement No. MA-080-18011416 CITY OF SANTA ANA MARIA D. HUIZAR RAUL GODINEZ II City Clerk City Manager APPROVED AS TO FORM SONIA R. CARVALHO City Attorney sy: OT4 �W. J ',M. Funk Assistazit Ciy'Attorney Page 20 of 23 V6-13-2018 Final for Approval 25K-26 Date: APPROVED AS TO FORM: ATTEST: City Clerk CITY OF TUSTIN Mayor City Attorney of Tustin Page 21 of 23 Agreement No. MA-080-18011416 V6-13-2018 Final for Approval 25K-27 Agreement No. MA-080-18011416 THE IRVINE RANCH WATER DISTRICT By: General Manager Approved as to Form Date: By: Name: Page 22 of 23 V6-13-2018 Final for Approval 25K-28 Agreement No. MA-080-18011416 THEIRVINECOMPANY By: Date: By: Name: Title: Name: Title: Page 23 of 23 V6-13-2018 Final for Approval 25K-29 Agreement No. MA-080.18011416 EXHIBIT A - FUNDING SHARES* PhRTIES FUNDINGSRAIIErr r;RERCENikGES.cQt1RGEI'.N FI5CALYEAR24.1&1B' . .�:. Costa Mesa 4.00 $53,304 County of Orange 9.00 $119,934 Irvine 29.00 $386.453 Laguna Hills 1.00 $13326 Le una Woods 1.00 $13 326 Lake Forest 6.00 $79.956 Newport Beach 9.00 $119.934 Orange 1.00 $13,326 Santa Ana 9.00 $119 934 Tustin 6.00 $79,956 Orange County Flood Control District 10.00 $133.260 Irvine Ranch Water District 7.60 $99 944 Irvine Company 7.50 $99,944 Total 100.00 $1,332,597 "Funding shares are based on a consideration of land area end populatlon, an equal split for earns, complianes responsibilities, and a minimum sham of one percent. Page A-1 25K-30 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE LOAN AGREEMENT WITH SANTA ANA VILLAGE LP FOR THE SANTA ANA VETERANS VILLAGE PROJECT - GRANTFUNDED {STRATEGIC PLAN NO 5,3) 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 a Loan Agreement with Santa Ana Village LP (c/o Jamboree Housing Corporation) for $362,962.90 in HOME Investment Partnerships Program funds to create 75 units of permanent supportive housing at 3312 West 1st Street in Santa Ana, subject to non -substantive changes approved by the City Manager and City Attorney. Authorize the City Manager and Clerk of the Council to execute a Subordination Agreement with Union Bank, for the Loan Agreement with Jamboree Housing Corporation, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION As an entitlement jurisdiction, the City of Santa Ana annually receives federal grant funds through the HOME Investment Partnerships Program (HOME) for the development of affordable housing. The HOME Program regulations require that entitlement jurisdictions set -aside at least 15 percent of their annual HOME Program allocation for housing that is developed, owned, or sponsored by Community Housing Development Organizations (CHDO). A CHDO is a nonprofit, community - based organization with the capacity to develop affordable housing for the community. In order to qualify for designation as a CHDO, the organization must meet the requirements pertaining to their legal status, organization structure, capacity, and experience as required by the HOME regulations. Jamboree Housing Corporation is on the City's Approved List of CHDOs and is prequalified to apply for the 15 percent set -aside of HOME Program funds. On May 5, 2017, Jamboree Housing Corporation submitted a proposal to the City forfor the development of the Santa Ana Veterans Village project. On June 20, 2017, a pre -commitment letter for a loan of up to $504,550 was provided to Jamboree (Exhibit 1). Due to timing constrain lts from HUD for the use of the funds, the pre -commitment was reduced to $352,962.90. 25L-1 Loan Agreement with Santa Ana Village LP August 21, 2018 Page 2 In order for the HOME Program funds to be committed, all other financing must be in place. The City may not enter into a written agreement that commits HOME Program funds until all other required funding has been secured by means of a firm commitment, a budget and production schedule has been established, and underwriting completed. On June 13, 2018, Jamboree was awarded 9% low-income housing tax credits for the development of the Santa Ana Veterans Village project. As a result, all other required funding has now been secured for the project. A budget and production schedule has also been established and the project underwriting was completed by Keyser Marston Associates (Exhibit 2). For the HOME CHDO Loan Agreement, Jamboree proposes to utilize the $352,962.90 loan for the development of the Santa Ana Veterans Village (Project), a housing and service center for homeless veterans. The City's Loan Agreement for $352,962.90 in HOME Program funds will be provided by means of a 55-year City loan carrying a three percent interest rate (Exhibit 3). Repayment will be from 50% of residual receipts (after payment of operating expenses, debt service for the conventional loan, Orange County Community Foundation and the County of Orange, any deferred developer fee, and partnership fees described in the Loan Agreement) with the remaining 50% to be disbursed to Jamboree. The affordability restrictions for all of the units in the Project will be 55 years and units will be restricted to homeless veterans. Regarding the Subordination Agreement with Union Bank, the City's total loan for this project is approximately 1.2% of the total Project cost (Exhibit 4). As a subordinate loan for a large affordable housing project such as this, it is not uncommon for a senior lender to request a Subordination Agreement -for the City's smaller Loan Agreement that allow the senior lender to -complete their underwriting and commit their private market financing. As such, this Subordination Agreement will allow Union Bank to commit their private market financing for the Project. If the Loan Agreement is not approved by City Council, $171,771.60 of the $352,962.90 in available HOME Program CHDO funds will be deobligated by HUD on August 31, 2018. These funds will no longer be available to the City to use for other projects. Project Description Jamboree's project, located at 3312 W. 1st Street in Santa Ana consists of a new construction development on a vacant site. The project will provide 71 one -bedroom units and five two - bedroom units. With the exception of a single one -bedroom property manager's unit, the remaining 75 units will be restricted to homeless veterans. The Project was previously awarded 75 HUD -Veterans Affairs Supportive Housing (VASH) project -based vouchers by the Housing Authority of the City of Santa Ana on April 4, 2017. The design will feature two three-story buildings including a multipurpose space, a private meeting office for the service provider, property management offices, a central laundry facility, a fitness room, a community kitchen, a community garden, and barbeque grills. Over 20% of the site is dedicated to open space and each unit will have private open space by way of individual balconies. The interior of the units will feature a full bathroom and a fully equipped kitchen with all appliances provided by the project, a clothing closet, storage space, and a living room. Wrap -around supportive services for the 25L-2 Loan Agreement with Santa Ana Village LP August 21, 2018 Page 3 veterans will be provided on site by Step Up on Second and the Veterans Affairs Medical Center of Long Beach. The unit mix and affordability restrictions are as follows: Bedroom Size 30% AMI Manager's Unit Total One -Bedroom 70 1 71 Two -Bedroom 5 5 Totals 75 1 76 Jamboree expects to close on their financing for the project before December 31, 2018 and start construction in early 2019. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), Strategy C (Provide that Santa Ana residents, employees, artists and veterans receive priority for affordable housing created under the City's Housing Opportunity Ordinance or with City funding to the extent allowed under state law). FISCAL IMPACT Funds in the amount of $352,962.90 for the HOME Program will be carried forward from prior year for expenditure in FY 2018-19 from the Loans & Grants account (no. 13018780-69152). Steven A. Mendoza Executive Director Community Development Agency APPROVED Bib TO FUNDS AND ACCOUNTS: Sergio Vk�I L"1 Y Assistant Director Finance & Management Services Agency Exhibits: 1. Pre -Loan Commitment Letter ,2: Subsidy Layering Analysis by Keyser Marston Associates 3. Draft Loan Agreement 4. Subordination Agreement with Union Bank 25L-3 25L-4 EXHIBIT 1 MAYOR Miguel A. Pulido MAYOR PRO TEM Michele Martinez COUNCILMEMBERS P. David Benavides Vicente Sanniento Jose Solario Sal Tinaiero Juan Villegas June 20, 2017 CITY OF SANTA ANA 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 714-647-6900 www.santa-ana.ora Ms. Laura Archuleta Jamboree Housing Corporation 17701 Cowan Avenue, Suite 200 Irvine, California 92614 Re: Santa Ana Veteran's Village — 3312 West I" Street, Santa Ana, CA 92703 CHDO HOME Loan Pre -Commitment Letter Dear Ms. Archuleta, INTERIM CITY MANAGER Cynthia J. Kurtz CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar Jamboree Housing Corporation ("Developer") has submitted an application as an approved and certified Community Housing Development Organization ("CHDO") in response to the City of Santa Ana's Request for Qualifications issued on September 26, 2016. The application is for a project located at 3312 West IS1 Street, Santa Ana, CA 92703 to create 75 permanent supportive housing units with wrap -around supportive services for homeless veterans ("Project"). On February 7, 2017 the City Council authorized the use of CHDO HOME Investment Partnerships Program funds by an eligible CHDO. The City has evaluated the Developer's application and authorized issuance of this pre -commitment letter evidencing the preliminary award of a HOME Investment Partnerships Program Loan ("HOME Loan") for the Project under 24 CFR 92.504(c)(3). The purpose of this letter is provide a pre -commitment from the City of Santa Ana for a loan of up to $504,550. The City of Santa Ana has made the Developer aware of the 2013 HOME Final Rule, specifically including the amendments to the definition of "commitment" in 24 CFR 92.2 that prohibits the City as a Participating Jurisdiction from providing a commitment (as the term is defined therein) of HOME Program funds to any specific local project until "the [City] and project owner [Developer] have executed a written legally binding agreement under which HOME assistance will be provided to the owner for an identifiable project for which all necessary financing has been secured, a budget and schedule have been established, and underwriting has been completed and under which construction is scheduled to start within twelve months of the agreement date." Notwithstanding the definition of "commitment" in 24 CFR 92.2 as amended by the 2013 HOME Final Rule, 24 CFR 92.504(c)(3) authorizes the City to "preliminarily award HOME funds for a SANTA ANA CITY COUNCIL Mguei A. RAido Michele Madinez Ucente Samuento Jose Solario R David 6eravides Juan Yllegas Sal Tmajem Mayor Mayor Pro Tem. Ward 2 Wardl ��/!�J�ya�M3 Ward Wam5 Wam6 moWidos,sema-ana ora rwartmezesarla-ana.Om vsarmiemo.(dsanlaana.ara y��ayE•-nm r daerwdesftanla-ma Ma Ivllleaas0sama-a".Ola slind=Asanta-anaom proposed project, contingent on conditions such as obtaining other financing for the project." However, this section goes on to clearly confirm that "[tjhis preliminary award is not a commitment to a project. The written agreement committing the HOME funds to the project must meet the requirements of `commit to a specific local project' in the definition of `commitment' in §92.2 ..." Thus, while this letter is not a commitment as defined under the HOME Program of federal funds for Santa Ana as the term commitment is defined therein, Santa Ana intends that this letter evidence the City's preliminary award of the HOME Program Loan to the Developer for the Project subject to the conditions described below. Further, Santa Ana states its objective for the Developer to satisfy the provisions of the TCAC Regulations, in particular Section 10325, albeit there is no intention to violate HOME Program requirements, in particular 24 CFR 92.2. The amount of the HOME Loan to be provided to the Project has been determined based upon Santa Ana's review of the Developer's application and the development proforma and projected cash flows for the Project submitted by the Developer to Santa Ana as of May 5, 2017 ("Proforma"). The Unit Mix is an important part of the Developer's proposal to Santa Ana because the Project is intended to serve a target population of extremely low-income persons. The Project will also provide a preference for homeless veterans, which is consistent with the City's adopted Consolidated Plan and Five -Year Strategic Plan. The Community Development Agency's Executive Director has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the HOME Loan is not materially increased or extended. The City's obligation to provide the HOME Loan are subject to each of the following conditions: hi order for the HOME Loan to be committed in the form of a HOME Loan Agreement, all other financing must be place. The City may not enter into a written agreement that commits HOME funds until all other required funding has been secured by means of a firma commitment, a budget and production schedule has been established, and underwriting completed. In order to facilitate this process, the City will require the Developer to provide evidence of a firm commitment for any additional funds required by the Project. If the Developer cannot provide the financing commitments, their application will be denied. 2. Approval of the HOME Loan Agreement by the City Manager and Clerk of the Council for the City of Santa Ana. 3. Compliance with the HOME Program and applicable federal regulations set forth in 24 CFR Part 92. 4. Compliance with and completion of environmental review of the Project pursuant to the California Environmental Quality Act ("CEQA") and the National Environmental Protection Act ("NEPA") and approval thereof. 5. 75 of the 76 "Housing Units" at the Project shall and will be restricted to an "Affordable Rent" as defined by the California Tax Credit Allocation Committee Regulations for a period not less than 55 years pursuant to conditions, covenants and restrictions recorded against the Project in the Official Records, County of Orange, California. One (1) Housing Unit will be rented to an on -site property manager and will not be rent -restricted. 25L-6 6. All housing units at the Project must pass Housing Quality Standard and the City's HOME Property Standards (or other standards as applicable) inspections at the completion of construction, as required by applicable HUD federal regulations at 24 CFR Part 92. 7. The HOME Loan Agreement will require that the Developer will not charge more than an Affordable Rent (at the levels prescribed in the HOME Loan Agreement) for any housing units at the Project. 8. The City's obligation to provide the HOME Loan to the Project is and shall remain subject to all covenants, conditions, and restrictions set forth in the HOME Loan Agreement, and in particular City's analysis of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. 9. The Developer must remain a certified CHDO and the City must receive CHDO credit from HUD for use of the funds. In addition to the foregoing, notwithstanding any statement set forth in this letter or provisions of the HOME Loan Agreement, the Developer and the City agree and acknowledge that the HOME Loan Agreement will not constitute a commitment of federal funds, and that such commitment of funds may occur only upon satisfactory completion of environmental review and receipt by City, as applicable, for a release of funds from the U.S. Department of Housing and Urban Development under 24 CFR Part 58. The Developer and the City will further agree in the HOME Loan Agreement that the provision of any federal funds to the Project is and shall be conditioned on the City's determination to proceed with, modify or cancel the loan based on the results of a subsequent NEPA environmental review and the outcome of a Subsidy Layering Review. The Developer and the City are further prohibited from undertaking or committing any federal funds to physical or choice -limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance. The Developer and the City understand that the violation of this provision may result in the denial of any federal funds under the HOME Loan Agreement. If you have any questions or require any additional information regarding this pre -commitment letter, please contact Judson Brown, Housing Division Manager, by telephone at (714) 667-2241 or by e-mail at ibrown n,santa-ana.ora. Sincerely,/ Cynthia Kurtz Interim City Manager City of Santa Ana 25L-7 25L-8 HOME UNDERWRITING & SUBSIDY LAYERING REVIEW Veteran's Village City of Santa Ana Keyser Marston Associates, Inc. August 21, 2018 25L-9 EXHIBIT 2 Table of Contents I. Executive Summary ............................................................................................................. 1 ILProject Description............................................................................................................. 3 III. Project Underwriting Assessment...................................................................................... 4 A. Estimated Development Costs (Table 1)....................................................................... 4 B. Stabilized Net Operating Income (Table 2)................................................................... 6 C. Financial Gap Analysis (Table 3).................................................................................... 8 D. Cash Flow Over Affordability Term (Table 4).............................................................. 10 E. Profit and Returns....................................................................................................... 12 IV. Developer Assessment...................................................................................................... 12 A. Development Team.....................................................................................................13 B. Ability to Perform........................................................................................................ 15 C. Fiscal Soundness.........................................................................................................15 D. Conclusion...................................................................................................................16 V. Market Assessment........................................................................................................... 16 VI. HOME Requirements........................................................................................................ 17 A. HOME Program Deadlines.......................................................................................... 17 B. Cost Reasonableness.................................................................................................. 17 C. Written Agreement..................................................................................................... 17 D. Layering Requirements...............................................................................................19 E. Cost Allocation (§92.205(d)) and HOME Unit Designation (Table 5).......................... 19 F. Affordability Period..................................................................................................... 19 G. Property Standards(§92.251)..................................................................................... 20 H. HOME Rents / Utility Allowances............................................................................... 21 I. Financial Commitments..............................................................................................21 VII. Certifications.....................................................................................................................22 VIII. Commitment Checklist(§92.2).........................................................................................23 Appendix A Pro Forma Analysis City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page I i 25L-10 EXHIBIT 2 At City of Santa Ana's (City) request, Keyser Marston Associates, Inc. (KMA) prepared a HOME Underwriting & Subsidy Layering Review for the 76-unit apartment project (Project) located at 3312 West First Street (Site) being proposed by Jamboree Housing Corporation (Developer). The City plans to provide financial assistance to the project using HOME Program (HOME) funds that are allocated to the City by the United States Department of Housing and Urban Development (HUD). This analysis is prepared in compliance with the requirements imposed by HOME and the City's HOME Project Underwriting and Subsidy Layering Review Guidelines. The KMA analysis includes the following components: 1. An underwriting review to determine the feasibility and to ensure that no more than the necessary amount of HOME funds, in combination with other governmental assistance, is invested by the City in order to provide affordable housing. This section also provides an assessment of the reasonableness of the Developer Fee, cash flow, equity appreciation and profit anticipated to be generated by the Project. 2. An evaluation of the Developer's capacity to develop and operate the Project. 3. A review and summary of the residential rental market for the Project. 4. An assessment of other HOME requirements and deadlines, including the financial commitment documentation submitted by the Developer. I. EXECUTIVE SUMMARY The Developer proposes to develop the 76-unit Project on the 1.54-acre Site, currently owned by the Developer. The Project will be financed with the following funding sources: Funding Conventional Loan Provided by Union Bank 9%Tax Credits Allocated by TCAC, Provided by Union Bank as Investor HOME Loan Provided by City OCCF Loan Provided by Orange County Community Foundation Home Depot Grant Provided by Home Depot SNHP Loan Allocated by CaIHFA and Orange County AHP Loan Allocated by Federal Home Loan Bank Deferred Developer Fee Provided by Developer VASH Vouchers I Allocated by Santa Ana Housing Authority The KMA analysis concluded the following: 1. Underwriting Analysis: a. The Project costs are estimated at $29,355,000 and the available funding sources are estimated at $29,002,000, resulting in a financial gap of approximately $353,000. The financial gap is equal to Developer's request of HOME funds from City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 11 25L-11 EXHIBIT 2 the City. Thus, the analysis demonstrates that the proposed $352,963 in HOME assistance is necessary to provide the proposed affordable housing units. b. The cash flow analysis projects that the Project will have positive cash flow through the 55-year affordability and loan term. C. The developer fee, cash flow projection, equity appreciation and profit anticipated to be generated by the Project are appropriate. 2. Developer has demonstrated the development capacity and fiscal soundness to undertake the Project. Developer provided a market study which demonstrates that there is more than adequate demand for affordable housing to support the Project. 4. Other HOME Requirements: HOME Requirement Conclusion HOME Program Deadlines The Project is estimated to meet the construction commencement, Project completion and Project lease -up requirements imposed by HOME. Written Agreement The HOME Agreement meets the HOME requirements for written agreements. Layering Requirements The assistance package complies with the HOME layering requirements HOME Unit Designation The Project will exceed the HOME requirements for the number of HOME designated units as well as the number of units restricted to very -low income households. The units will be fixed. Affordability Period The Project will exceed the HOME requirement for the affordability period. Cost Allocation The HOME units are determined to be representative of the entire Project. Thus, the cost allocation can be prorated across eligible costs. Property Standards The Project will meet the HOME property standards requirements for new construction and the on -going property management. HOME Rents / Utility Allowances The HOME units will be restricted at the appropriate rents and the utility allowances. Financial Commitments The funding sources discussed in this Report are sufficient, and timely in availability, to cover the Project costs. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 12 25L-12 EXHIBIT 2 II. PROJECT DESCRIPTION The proposed scope of development can be described as follows: 1. The vacant Site is comprised of 1.54 acres, or 66,994 square feet, and the proposed project will consist of a three-story apartment building. The project will have a gross building area of 62,004 square feet and includes 76 residential units (inclusive of a manager's unit), with approximately 6,765 square feet reserved for community facilities including recreational space, meeting rooms, fitness room, a laundry facility and staff offices. The project density is 49.4 units per acre. 2. The Project's unit mix is as follows: One -Bedroom Units 71 546 Two -Bedroom Units 5 793 Total/Averaee 76 833 3. The Project includes forty-one parking spaces, four of which will be designated for guest parking, equating to 0.5 spaces per unit. Sixteen stalls of bike parking will be provided. 4. The Project will provide permanent supportive housing for homeless veterans, and will be restricted for affordability purposes by the City and HOME Program with the following affordability mix: Affordability Extremely Low Income (30%AMI) 75 Manager's Unit (unrestricted) 1 Total Units 76 5. The Project will include 6,080 sf of private open space, and 20,809 square feet of common open space, for a total of 26,889 square feet. 6. Support services will be provided by the Long Beach VA in partnership with Step Up on Second, Inc., an experienced veteran's services provider with a history of working in conjunction with the Veterans Administration. Step Up's services will be augmented with additional supportive services from the Tierney Center for Veteran Services, the Veterans Legal Institute, and Strength in Support. Three full-time case managers will provide general social services to residents, including counseling, medical services, and mental health treatment. Additionally, two on -site Resident Service Coordinators will provide support to the case managers along with a part-time employee who will provide administrative support. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 13 25L-13 EXHIBIT 2 III. PROJECT UNDERWRITING ASSESSMENT KMA prepared a pro forma analysis to assist in evaluating Developer's proposal. The analysis is in Appendix A located at the end of this report and is organized as follows: Table 1: Estimated Development Costs Table 2: Stabilized Net Operating Income Table 3: Financial Gap Calculation Table 4: Cash Flow Analysis Table 5: Cost Allocation Analysis A. Estimated Development Costs (Table 1) KMA reviewed Developer's cost estimate provided in July 2018, which is based on a cost estimate provided by Advent Companies dated May 25, 2018. Advent Companies is a third - party contractor. After reviewing the proposed scope of work and the acquisition costs, KMA found the assumptions to be reasonable and necessary to complete the proposed Project. The resulting estimated development costs are as follows: LandAssemblage Casts Total land assemblage costs are estimated to total $4,400,000, or $66 per square foot of land area or $57,900 per unit. The Developer entered into a Purchase and Sale Agreement on November 21, 2016 with 3312 W. First Street, LLC, a third -party owner, to purchase the Site for $4,400,000. According to an appraisal prepared by Lea & Company, dated February 7, 2017, the fair market value of the Site was set at $4,940,000. On January 10, 2018, the Developer closed escrow on the Site with the assistance of a $4,400,000 acquisition loan from Century Housing Corporation. Given that the purchase price was approximately 11% lower than the appraised value, KMA concludes that the purchase price of $4,400,000 for the Site is reasonable. Direct Casts The direct cost estimates assume that the Project will be subject to both federal and state prevailing wage requirements. The direct costs are estimated at $17,265,000, or $227,200 per unit and $278 per square foot of GBA. 1. Onsite costs are estimated at $972,000, or $14 per square foot of land area. 2. Building construction costs are estimated at $13,275,000, or $214 per square foot of GBA. This cost estimate is on the high side of the typical range. However, it considers the smaller units, meeting GreenPoint standards, and installation of solar hot water and PV energy generation. 3. Furnishings, fixtures and equipment are estimated at $439,000, or $5,800 per unit. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 14 25L-14 EXHIBIT 2 4. The general conditions and contractor fees are estimated at 5% of construction costs, which is lower than the maximum 14% allowed by TCAC and the typical 10-12% allowance. The Developer plans to use Quality Development and Construction, Inc., a related party, as the Contractor for the Project. 5. Construction insurance is estimated at 2% of construction costs. 6. A 10% contingency allowance is provided. KMA concludes that the proposed direct costs are reasonable and necessary for the construction of the Project per the proposed scope of work. /ndim-ctCasts KMA and Developer utilized the following assumptions for the indirect costs: 1. Architecture, engineering and consulting costs are estimated at 8% of direct costs, or $1,345,000. 2. Developer estimated the public permits and fees costs at $1,193,000, or $15,700 per unit. 3. The taxes, insurance, legal and accounting costs are estimated at 3% of direct costs, or $487,000. 4. The marketing and leasing budget equates to $110,000, or $1,447 per unit. 5. The Developer will receive a $2,200,000 developer fee, which is the maximum allowed by TCAC. 6. A 6% indirect cost contingency allowance is provided. The total indirect costs are estimated at $5,661,000, which KMA concludes are reasonable and necessary for the development of the Project. Financing Costs The financing costs for the Project are estimated as follows: 1. Century Housing Corporation, provided a $4,400,000 acquisition loan to the Project, which closed escrow in January 2017. The loan has a 6.59% interest rate. Assuming a 13-month loan term, the interest owed during the development period is estimated at $314,000. 2. The construction period and absorption period debt service payments are estimated at $974,000. This estimate is based on the following assumptions: City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 15 25L-15 EXHIBIT 2 $23,000,000 conventional construction loan; b. 3.62% interest rate; C. A 24-month development period; and d. An average outstanding balance of 59%. 3. The financing costs are estimated at $438,000, and includes the following: Acquisition Loan Financing Fees $6,000 Points 0.13 Construction Loan $150,000 0.65 Permanent Loan $118,000 1.21 SNHP Loan $29,000 1.00 TCAC $135,000 1.05 4. A three month capitalized operating reserve will be provided. However, no transitional reserve is required by Union Bank, the lender. The total financing costs are estimated at $2,029,000, which KMA finds to be reasonable and necessary to complete the Project. As the Project moves through the development process, the City is required to keep up to date with any changes to the costs. Total Estimated Development Costs The total estimated development costs are $29,355,000, or $386,250 per unit. Based on the analysis above, KMA finds Developer's cost estimates to be reasonable and necessary in order to construct, lease -up and complete the Project. As the Project moves through the development process, the City needs to keep track of the changes to the costs, if any. B. Stabilized Net Operating Income (Table 2) The Project's proposed funding sources include HOME Program funds, low income housing tax credits (Tax Credits), Special Needs Housing Program (SNHP), and other funds. Income limits are published for households that are qualified to reside in units that have received assistance from these sources. The HOME Program publishes rent standards for projects receiving assistance from HOME funds. Tax Credit and SNHP program also publishes rent standards. Developer will be required to adhere to the strictest of the standards imposed by the funding sources. The HOME affordability requirements will remain in place for 55 years, which is above the 20 year minimum period that the HOME Program requires. Therefore, the Project will exceed the minimum HOME Program requirements. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 16 25L-16 EXHIBIT 2 The following summarizes the affordability restrictions that will be placed on the Project: Achievable Rental Income The Project rents must adhere to the most restrictive of the requirements imposed by the proposed funding sources. The rents used in this analysis are based on 2018 income and rent information. The maximum allowable rents, net of the appropriate utility allowances, are estimated as follows:, 30% AMI TCAC & SNHP / Low HOME # of Units 1 1 TCAC Rent $615 $738 SNHP Rent $225 $337 HOME Rent $1,025 $1,230 Applicable Rent $225 $225 Project -Based Vouchers Yes Yes 30%AMI TCAC & SNHP # of Units 69 4 TCAC Rent $615 $738 SNHP Rent $225 $337 Applicable Rent $225 $337 Proiect-Based Vouchers Yes Yes Estimated Net Operating Income (NO/J The Project's effective gross income (EGI) is estimated at approximately $1,309,543 based on the following assumptions: 1. The gross potential rental income is estimated at $209,220. 2. The PBV subsidy overhand is estimated at $1,237,620. 1 The property owner will pay all utilities. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 17 25L-17 EXHIBIT 2 3. The miscellaneous income is estimated at $9 per unit per month. 4. A vacancy and collection allowance equal to 10% of gross income is deducted, which is standard for a special needs project. The residential operating expenses are estimated at $595,942 based on the following assumptions: 1. The general operating expenses are estimated at $5,802 per unit per year. It should be noted that the property management expenses are estimated at $60 per unit per month and limited to 8% of gross rental income in the HOME Agreement. 2. KMA assumes Developer will apply for the property tax abatement that is accorded to non-profit housing organizations that own income -restricted apartments. Developer estimated the property tax assessment overrides at $5,016 per year. 3. The social services budget is estimated at $112,000, or $1,474 per unit. 4. The mandatory HCD debt services payment for the SNHP loan is equal to $12,230. 5. The annual capital replacement reserve deposits are estimated at $500 per unit. The Project's EGI is estimated at $1,309,543 and the operating expenses are estimated at $595,942. This results in an estimated stabilized NOI of $713,601. C. Financial Gap Analysis (Table 3) Avallable Funding Sources, The following summarizes the available funding sources: Conventional Loan Union Bank provided the Developer with an executed term sheet, dated June 6, 2018, for a $23,000,000 construction loan and a $9,790,000 permanent loan. The following summarizes the associated loan terms: 1. Construction Loan: An interest rate based on the 30-day LIBOR rate plus a 1.60% loan spread, which is currently estimated to total 3.62%; b. A 24 month term; C. The loan will be secured with a first trust deed during the construction period; and City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 18 25L-18 EXHIBIT 2 The Developer is to provide a construction completion guaranty and repayment guaranty. Permanent Loan: A 15 year term and a 40 year amortization; b. Loan sizing based on 1.15 debt coverage ratio and maximum 80% loan to value ratio based on a bank commissioned appraisal; C. The loan will be secured with a first trust deed for the term of the loan; and d. A currently estimated interest rate of 5.63% based on an indicative swap rate of 3.33% and a loan spread of 2.30%. e. The estimated annual debt service payment is $616,353. 9%Tax Credits The Project received a $12,648,740 competitively awarded Tax Credit allocation from TCAC in a Reservation Letter dated June 13, 2018. Union Bank has also committed to provide $1.02 per Tax Credit in equity, or a total of $2,901,710. The equity will be provided as follows: A total of $121,691 upon the limited partnership and construction loan closing; A total of $12,392,745 at lease -up, initial qualified occupancy and conversion of permanent loans; and $387,273 at receipt of 8609 and tenant file audit. OCCF Loan In a February 8, 2018 letter, OCCF agreed to provide the Project with a $1,500,000 loan with the following terms: ■ A 15 year term from permanent loan conversion; ■ A 3% simple interest rate; ■ Annual payments of 75% of the residual receipts; and ■ Secured by a second trust deed that will be subordinated to the construction and permanent loans. SNHP Loan The $2,912,000 SNHP Loan from the County was confirmed in a letter from CaIHFA dated February 21, 2017 for 20 units dedicated to homeless veterans. This loan will have a 3% simple interest rate, a 55-year term and will be paid with 50% of the net residual receipts after the OCCF loan payment is paid. The SNHP loan will be secured by a third trust deed that will be subordinated to the construction/permanent and OCCF loans. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 19 25L-19 EXHIBIT 2 VASH Vouchers The Santa Ana Housing Authority committed to provide 75 VASH vouchers to the Project for a 15-year term in a May 4, 2017 letter. AHP Grant The Federal Home Loan Bank agreed to provide the Project with $750,000, dated June 18, 2018. Payment on the loan will only be required if the Project is not in compliance with the regulatory agreement. Home Depot Grant On May 1, 2018, Home Depot committed to provide the Project with a $500,000 grant. Deferred Developer Fee The Developer will defer $650,000 of the $2,200,000 developer fee to be paid from cash flow. It is estimated that the deferred fee will be paid to the Developer within six years. Total Available Funding Sources As shown in Table 3, the available funding sources total $29,002,000. Rhanclal Gap Calculatlon Based on the assumptions outlined in this analysis, the financial gap is calculated as follows: Total Development Costs $29,355,000 (Less) Available Funding Sources (29,002,000) Financial Gap $353,000 Per Affordable Unit 547.700 The City proposes to fund the financial gap with $352,963 of HOME Program funds. Based on the KMA analysis, it is concluded that the $352,963 in HOME assistance to the Project is warranted. D. Cash Flow Over Affordability Term (Table 4) KMA also conducted a cash flow analysis to estimate the present value of the debt service payments to the City. The following describes the basic cash flow assumptions: 1. Year 1 is based on the pro forma rent and expense assumptions presented in the stabilized analysis (Table 2). Additional revenue and expense assumptions are as follows: a. The projected residential income and miscellaneous income are estimated to increase at 2.0% per year. b. A 10.0%vacancy and collection allowance. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 110 25L-20 EXHIBIT 2 C. The general operating expenses and social services are increased at 3.0% per year. d. The property taxes are increased at 2.0% per year. e. Replacement reserves and the HCD mandatory payment will remain flat for 55 years. f. The priority distributions are categorized as follows: L An annual debt service payment of $616,353; ii. Repayment of the deferred Developer fee; and iii. The Owner Partnership Management and Asset Management Fees are not to exceed 5% of gross rents. g. The annual residual receipts payments to the soft lenders will be se as follows: L OCCF Loan: $1,500,000 will be repaid with 75% of the residual receipts. This loan will have a 3% simple interest rate and a 15 year term. At the end of the term, the outstanding loan balance will be $1,418,000 to be paid off through a resyndication in year 16. ii. SNHP Loan: $2,912,000loan will be repaid with 50%of the residual receipts net of the OCCF loan payment. This loan will have a 3% simple interest rate and a 55-year term. The loan is estimated to be repaid in year 44. iii. City HOME Loan: $352,963 will be repaid with 50% of the residual receipts net of the OCCF and SNHP loan payments. This loan will have a 3% simple interest rate and a 55-year term. The loan is estimated to be repaid in year 23. The City HOME Loan will be secured with a fourth trust deed. h. The City HOME Loan is estimated to generate the following in nominal terms and present value terms, assumption a 6.0% discount rate, as follows: 3. The NOI is projected to be positive through Year 55 and the HOME loan is anticipated to be repaid in year 23. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 111 25L-21 EXHIBIT 2 Therefore, it is concluded that the Project will have a positive cash flow during the term of the HOME affordability and loan terms. E. Profit and Returns The following analyzes the anticipated profit to the Developer/Owner. Developer Fees $2,200,000, which is the maximum allowed per TCAC. Cash Flow Residual receipts after payment on the soft loan will go to Developer, which is estimated to total $24 million over 55 years, or a net present value of $2.18 million. This equates to an estimated 14% IRR based on the $650,000 deferred fee provided by the Developer. Tax Benefits The Project will generate $12.65 million in federal tax credits that will be sold to Union Bank and the cash will be used as equity in the Project. Equity Appreciation The equity appreciation is not expected to be significant until year 56 when the units are converted to market rate units. Identity of Interest Roles Quality Development & Construction, Inc., a subsidiary of the Developer, is estimated to earn a $697,000, or 5% of construction costs contractor fee. This amount is below the 10%to 14% range typically required by contractors. As the general partner, the Developer/Owner will also share an Ownership Partnership / Asset Management Fee with the limited partner (Tax Credit Investor). The fee is limited to 5% of gross rents, which is estimated to total $1,674,000 in present value terms, assuming a 6% discount rate, over a 55 year term. This fee is paid out of cash flow after the annual debt service payments have been made. In conclusion, the developer fee, cash flow projection, equity appreciation and profit anticipated to be generated by the Project are appropriate. IV. DEVELOPER ASSESSMENT Founded in 1990 and based in Irvine, CA, Jamboree Housing Corporation (JHC) is a non-profit organization that develops and manages affordable housing throughout California with the goal of serving working families, seniors, veterans and people with special needs. JHC's model for success is based around providing not only quality housing but responsive social services that are tailored to serve residents' needs. JHC has provided affordable housing for veterans for City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 112 25L-22 EXHIBIT 2 over 15 years and is currently the largest developer and supportive services provider for Orange County residents suffering from homelessness and mental illness. Over 25 years, JHC has assembled a $1.1 billion asset portfolio including more than 8,200 homes across California serving over 18,000 residents. Currently, the organization has a total of $280 million in affordable housing projects in the development pipeline. Among the organization's newer projects are affordable residential communities in the cities of El Monte, Claremont, Brea, Buena Park, Irvine, Garden Grove, Anaheim, and Riverside. JHC has extensive experience working closely with local stakeholders and local officials to develop projects that will strengthen and revitalize communities. Following project development, JHC's 55+ year ownership structure ensures that projects are managed effectively and remain in compliance in the long-term. The following provides an assessment of the experience and the capacity of JHC to implement the Project as well as the fiscal soundness of JHC to meet its financial obligations and risks of the Project. A. Development Team JHC's mission is to deliver quality affordable housing and services that transform lives and strengthen communities. JHC develops, acquires, renovates and manages affordable rental and ownership housing while providing a continuum of social services to residents. The organization's Development team is experienced in new construction, as well as acquisition and rehabilitation of existing structures, while the Asset Management team provides effective property management and programming following project completion. JHC is a CHDO certified at the State and County level as well as by various California cities. OCCHC's Board members are professionals in real estate and related fields. JHC is headquartered in Irvine and the staff works alongside various advisors and consultants in the development and management process. The Development Team involved in the Project will include the following: 1. Laura Archuleta, President — Prior to joining JHC in 1999, Laura Archuleta held positions in the public sector where she was responsible for the development and preservation of thousands of affordable homes throughout California. She has worked for the cities of Garden Grove, Anaheim and Cypress, and served as Deputy Redevelopment Director for the City of Palmdale. She serves on the board of California Housing Consortium and Building Industry Association of Orange County. Laura holds a bachelor's degree in Criminal Justice and a master's degree in Public Administration from California State University, Fullerton. 2. Marcy V. Finamore, Executive Vice President/Chief Financial Officer— Prior to joining JHC in 2001, Marcy Finamore was Assistant Asset Manager and Financial Analyst for Western National Properties, a property management and investment company, and City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 113 25L-23 EXHIBIT 2 served as Controller for Oak Springs, Inc., a real estate investment firm. She holds a bachelor's degree in Business Administration Accounting from California State University, Fullerton and is a Certified Public Accountant. 3. Mary Jo Goelzer, Vice President of Marketing and Communication — Mary Jo Goelzer joined JHC in 2001 after working nearly 20 years at Newport Pacific Capital Company, a national real estate development firm. As a Vice President, she served in several areas including marketing, public and private syndication, mortgage instrument programs, portfolio management, sales, financing, association management, and as a legal liaison. Previously, she was Director of Investor Services at American Diversified Corporation. She holds a bachelor's degree in Communications from the University of Washington. 4. Jose Sanchez, Vice President of Asset Management — Prior to joining JHC in 2015, Jose Sanchez served as the Chief Financial Officer at Eagle Real Estate Group where he was responsible for all aspects of corporate financial functions and the oversight of a $.5 billion property portfolio. Prior to his work at Eagle, Jose was the Director of Strategic Planning at The Irvine Company and a Portfolio Manager at Edison Capital. Jose graduated with a bachelor's degree from Cal State Fullerton and has an executive MBA from Chapman University. Michael Massie, Vice President of Finance — Prior to rejoining JHC in 2017, Michael Massie served as vice president at Related Companies of California where he was responsible for the company's affordable housing developments in San Diego and Los Angeles counties. Preceding his work at Related, Michael oversaw the development of the Picerne Group's multifamily projects throughout Southern California and was a member of the executive committee. Michael previously served as JHC's Director, Housing Development from 2008-2014 and before that as senior project manager from 2005 to 2008. Michael graduated from the University of Pennsylvania's Wharton School with a bachelor's degree in Economics and concentrations in Real Estate and Finance. 6. George Searcy, Senior Vice President, Community Impact— Prior to joining JHC in 2014, George Searcy served as both the Executive Director of Hope Through Housing Foundation and the Executive Vice President of Operation & Program Services at National Community Renaissance (CORE) in Rancho Cucamonga. Prior to his work at CORE, George worked for many years at the City of Irvine as the Community Services Superintendent— Human and Social Services and for the Irvine Adult Day Health Services, Inc. as the Executive Director of Adult Day Health Care Services. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 114 25L-24 EXHIBIT 2 The development team will consist of the following entities: Jamboree Housing Corporation Jamboree Housing Corporation The John Stewart Company_ Long Beach VA & Step Upon Second, Inc. Architecture Design Collaborative Not Applicable Not Applicable _ Not Applicable _Lea &,Company_ Partner Energy Rutan and Tucker UP Novogradac & Company L_LP_ Quality Development & Construction B. Ability to Perform HUD guidance related to this evaluation indicates that JHC's recent, similar, successful experience developing and operating comparable projects may be used to assist in establishing JHC's capacity to undertake a project that is requesting HOME Program assistance. ■ Since 1990, JHC has built a $1.1 billion asset portfolio that includes the development of and/or ownership interest in more than 8,300 housing units in more than 88 affordable housing developments. • JHC has 15 years of experience providing quality housing for veterans, and approximately 7% of the organization's 17,000 residents are veterans. • JHC has successfully completed three similar projects in Orange County utilizing HOME Funds in the past 5 years. ■ JHC has affirmed that none of their projects have been placed into foreclosure or are at risk of foreclosure. C. Fiscal Soundness JHC has extensive affordable housing development and asset management experience using HOME funds as well as a variety of other federal funding sources. Therefore, it is determined that JHC meets the financial management systems and practices required by the HOME Program. JHC provided audited financial statements for 2015, 2016, and 2017. The financial statements demonstrate that JHC has sufficient cash -on -hand and financial strength to complete the Project. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 1 15 25L-25 EXHIBIT 2 D. Conclusion JHC has demonstrated the development capacity and fiscal soundness to undertake the Project. V. MARKET ASSESSMENT The Developer provided KMA with a multifamily rental market study conducted by Lea & Company. The study includes an overview of the market area economy, household and income trends, demand estimates, and absorption rates. The study also presents rental comparables for both affordable and market rate properties as follows: Development Ross & Durant Apartments Structure UHTC Subject Site 2.61 miles Triada at the Station District Apartments LIHTC 3.08 miles Warwick Square Apartments LIHTC 4.01 miles Bentley Parke Apartments Market 0.26 miles Vintage Wood Apartments Market 0.50 miles Villa Del Sur Apartments Market 0.89 miles The market study offers the following conclusions: ■ The achievable market rent for one -bedroom units is approximately $1,510 per month. ■ The achievable market rent for two -bedroom units is approximately $1,840 per month. • Given that the highest affordable rents being proposed for the subject property is $273, the proposed rents represent at least an 85% discount from the currently prevailing market rents. ■ The market area is experiencing very low vacancy rates ranging from 0.0% to 1.8%, and waiting lists are maintained at both market rate and comparable income restricted developments. In addition, the Demand Estimate section of the study considers the number of existing homeless households, number of homeless adults, and the number of homeless veterans, concluding that there is considerable unmet demand for supportive housing targeted towards homeless veterans in the area. There are currently only 12 existing affordable housing developments in the area, and one development in the pipeline, that provide housing for special needs households which could potentially compete with the proposed project. Based on high rates of absorption at three recently constructed properties in the area, the proposed project is anticipated to reach stabilized occupancy within one to two months of completion. Based on the market assessment results, KMA concludes that there is adequate demand for affordable housing to support the Project. Therefore, it is anticipated that the Project will be leased up well before the six-month HOME requirement. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 116 25L-26 EXHIBIT 2 VI. HOME REQUIREMENTS The following summarizes additional HOME requirements. A. HOME Program Deadlines Deadline Acquisition §92.2 states that acquisition of N/A housing will occur within 6 months of contract date Demolition/Construction §92.2 states that To occur by construction/demolition of August 21, 2019 property is scheduled or reasonably can be expected to start within 12 months of the agreement date (8/21/18). Project Completion §92.205(e)(2), 92.2 state that the To be project must be completed completed within 4 years of the date the within 18 funds are committed to the months project (8/29/2018). Lease -up §92.252 states that HOME To be assisted units must be occupied completed by an eligible tenant within six within 6 months following project months completion B. Cost Reasonableness The construction costs have been estimated in detail by a third party consultant, Advent Companies, as of May 25, 2018. In addition, the indirect and financing costs were reviewed by KMA and found to be reasonable when compared to similar project in the region. However, if there are any changes to the scope of development or costs increases experienced by the Project during construction, a third party will be required to review the revised estimates. C. Written Agreement The City must execute a written agreement (HOME Agreement) before committing HOME funds to the Project. The written agreement must capture the Project and financing terms that result from the underwriting process. The following summarizes the financial deal points memorialized in the written agreement: 1. The term of the HOME Agreement as well as the term for the HOME Loan and the HOME affordability restrictions is 55 years. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 117 25L-27 EXHIBIT 2 A total of two units in the Project are restricted as floating HOME units, occupied by very -low households (one one -bedroom unit and one two -bedroom unit). 3. The HOME Loan terms are as follows: a. A total of $352,963 will be disbursed to the Developer for eligible costs related to the construction of the two HOME assisted units. b. A 3.0%simple interest rate. C. The outstanding loan balance will be due and payable at the end of the 55 year term if the Project is not in default. d. The loan is secured by a of trust that will be subordinated to the construction/permanent loans, OCCF Loan and SNHP Loan. e. Annual payments will be made to the City based on 50% of residual receipts after the OCCF and SNHP loan payment have been made. The following verifies that the written agreement includes the provisions required in Section 92.504: Required Provisions Use of HOME Funds Included. Written Agreement ®7 Written Agreement 5.A.1 Affordability ® 7.1 Project is identified by Address or Legal Description Exhibit A Project Requirements ® 7 Property Standards ® 11.11 Other Federal Requirements ® 11 Affirmative Marketing 11.9 Requests for Disbursement of Funds ® 6.2 Records & Reports ® 11.16 Enforcement of the Agreement ® 20 Duration of the Agreement ® Definitions Conditions for Religious Organizations ® 11.33 CHDO Provisions 7.8 & 11.1 Identifies all Parties to the Agreement ® Recitals Provides dated signatures for each Party 21.16 Recommended Additional Provisions: - Description of Project ® Exhibit B ■ Roles & Responsibilities ❑ ■ Conflict of Interest ® 11.18 ■ Monitoring ® 11.19 City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 1 18 25L-28 EXHIBIT 2 D. Layering Requirements HOME regulations require projects to provide a layering analysis demonstrating that the HOME assistance is required to provide affordable housing. Based on the results of the preceding underwriting analysis, KMA concludes that the Developer's request of $352,963 in HOME assistance from the City is warranted by the Project economics. As such, it can be concluded that the assistance package complies with the HOME layering requirement. E. Cost Allocation (§92.205(d)) and HOME Unit Designation (Table 5) HOME funds may only be used to pay eligible costs for HOME assisted units. When the City designates fewer than 100% of the units as HOME assisted, the City must calculate the eligible costs that are allocable to the assisted units and may only pay the actual costs related to those HOME assisted units, capped by the maximum subsidy limits previously described. The financial gap analysis concludes that the Project needs $352,963 in HOME assistance. Given that the units are not uniform in size, KMA used the Standard Method to determine the cost allocation. As detailed in Table 5, KMA estimated that eligible project costs equate to $469 per square foot of gross residential area. Therefore, a total of $363,454 allocated to one 788 square foot two -bedroom units. Therefore, the $352,963 of HOME funds requires at least one two bedroom unit to be restricted as a HOME unit. However, there is also a maximum HOME subsidy requirement that must been met. In order to commit $352,963 to this Project, based on the 2018 maximum subsidy limits, a one -bedroom unit and a two -bedroom unit needs to be restricted as a HOME unit. The following summarizes the maximum HOME subsidy that can made to the Project based on two HOME units: F. Affordability Period The HOME assisted units must meet the affordability requirements for not less than the applicable period specified in the following table, beginning after project completion: City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 119 25L-29 EXHIBIT 2 Projects Acquisition / Rehabilitation Projects: Minimum Affordability PeriodRental HOME Funds Under $15,000 per Unit 5 Years HOME Funds Under $15,000 - $40,000 per Unit 10 Years HOME Funds Over $40,000 per Unit 15 Years Rehabilitation Projects Involving Refinancing 15 Years New Construction Projects 20 Years The HOME Program affordability requirements must: 1. Apply without regard to the term of any loan or mortgage, repayment of the HOME investment, or the transfer of ownership; Be imposed by a deed restriction, a covenant running with the land, an agreement restricting the use of the property, or other mechanisms approved by HUD and must give the City the right to require specific performance; and 3. Must be recorded in accordance with State recordation laws. The HOME Agreement requires the two HOME units to be restricted as affordable for 55 years. Therefore, the Project will exceed the HOME requirement for new construction projects. The affordability restrictions are detailed in the HOME Regulatory Agreement that will be recorded on the property. G. Property Standards (§92.251) The Project will be subject to the following property standards: Included in HOME Property Standard State and local codes, ordinances and zoning requirements Accessibility: • Accessibility requirements of 24 CFR part 8 • Design and construction requirements at 24 CFR 100.205 Disaster Mitigation Not Applicable Written cost estimates, construction contracts and construction documents Construction progress inspections The Project will also meet the current edition of the Model Energy Code published by the Council of American Building Officials. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 120 25L-30 EXHIBIT 2 H. HOME Rents / Utility Allowances The tenants will not be responsible for paying utilities. The following provides the current HOME rents as of July 2018 for Orange County as published by HUD: The HOME Regulatory Agreement requires that two units are restricted as Low HOME units I. Financial Commitments The Developer provided financial commitment documentation for the following sources: 1. An executed financing commitment letter from Union Bank dated June 6, 2018 to provide a $23,000,000 construction loan and a $9,790,000 permanent loan. 2. An executed financing commitment letter from Union Bank dated June 6, 2018 to provide $1.02 per Tax Credit as equity financing. 3. A reservation letter dated June 13, 2018 from TCAC to provide $12,648,740 in federal Tax Credits. 4. A commitment letter from OCCF dated February 8, 2018 to provide a $1,500,000 loan. 5. A commitment letter from CalHFA dated February 2, 2017 to provide $2,912,000 in SNHP loan for 20 units. 6. A commitment letter from the Federal Home Loan Bank dated June 18, 2018 to provide a $750,000 loan. 7. Home Depot provided a letter dated May 1, 2018 that commits a $500,000 grant to the Project. 8. Santa Ana Housing Authority provided a May 4, 2017 commitment letter to provide 75 VASH vouchers to the Project. 9. The City entered into the HOME Agreement to provide $352,963 to the Project on August 21, 2018. City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 121 25L-31 EXHIBIT 2 VII. CERTIFICATIONS Based on the results of the analysis, the following certifications are provided: Requirement Certifications Met The funding sources discussed in this Report are sufficient, and timely in availability, to cover the Project costs. The estimated costs for the Project are necessary, reasonable, and in compliance with the cost principles described in 2 CFR part 200. The scope and budget for the Project are sufficient to meet the HOME property standards set forth at 24 CFR 92.251 over the life of the affordability covenants imposed by the HOME Agreement. The Developer's operating pro forma includes realistic assumptions regarding the base year revenues and expenses, and reasonable escalation factors for the revenues and expenses. The market assessment confirms the demand for the Project, and the Project can be expected to be leased up within the 18-month period mandated by HUD. The Developer's experience and financial capacity are adequate to implement the Project, and meet the financial obligations and risks related to the Project. The developer fee, cash flow projection, equity appreciation, and profit anticipated to be generated by the Project are appropriate. The Project meets the minimum HOME investment requirement of $1,000 per HOME designated unit. The Project will provide the minimum number of HOME -Assisted Units as required under the cost allocation rule at 24 CFR 92.504. The HOME Program assistance provided to the Project does not exceed the subsidy limits, and the appropriate number of units have been designated as HOME units as established by 24 CFR 92.504. In accordance with 24 CFR 92.205(e)(2), the Project will be completed within four years of the date the HOME funds are committed. The Project will comply with the property standards and affordability requirements imposed by CFR 92.252(e). City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 122 25L-32 EXHIBIT 2 VIII. COMMITMENT CHECKLIST (§92.2) HOME funds are not committed to an identifiable project in IDIS until the parties have provided the following: Requirements Project is associated with approved Consolidated Plan / Annual Action Plan projects Requirement Met ® Completion Dates May 15, 2018 Environmental Review Requirements have been met ❑ Est. August 21, 2018 Legally binding written agreement has been executed ® I August 21, 2018 All necessary financing is secured ® August 21, 2018 Subsidy Layering & Underwriting Analysis Completed ® August 21, 2018 Construction Expected to begin within 12 months Commitment Date Not Applicable By August 29, 2018 City of Santa Ana Underwriting & Subsidy Layering Review: Veteran's Village Page 123 25L-33 EXHIBIT 2 Appendix A Pro Forma Analysis 25L-34 APPENDIX A -TABLE I ESTIMATED DEVELOPMENT COSTS VETERANS VILLAGE SANTA ANA, CALIFORNIA EXHIBIT 2 I. Land Assemblage Costs' Land Acquisition Costs' 67,082 Sf Land Area $66 /Sf Land $4,400,000 Holding Costs Allowance 0 Closing Costs 0.0% of Acquisition Costs 0 Total Land Assemblage Costs 76 Units $57,900 /Unit $4,400,000 II. Direct Costs a Off -site Improvements Allowance $0 On -site Improvements 67,082 Sf Land Area $14 /Sf Land Area 972,000 At -Grade Parking Structure Cost 0 Spaces $0 /Space 0 Residential Shell Costs 62,004 Sf GBA $214 /Sf GBA 13,275,000 Other Amenities Costs 76 Units $0 /Unit 0 Furnishings, Fixtures & Equipment 76 Units $5,782 /Unit 439,000 Contractor Fees / General Requirements 5% of Construction Costs 697,000 Construction Insurance / Bonds 2% of Construction Costs 244,000 Contingency Allowance 10% of Other Direct Costs 1,638,000 Total Direct Costs 76 Units $227,200 /Unit $17,265,000 III. Indirect Costs 1 Architecture, Engineering & Consultants 8% of Direct Costs $1,345,000 Permits & Fees 76 Units $15,695 /Unit 1,193,000 Taxes, Insurance, Legal & Accounting 3% of Direct Costs 487,000 Marketing & Leasing 76 Units $1,447 /Unit 110,000 Developer Fee s 2,200,000 Contingency Allowance 6% of Other Indirect Costs 326,000 Total Indirect Costs $5,661,000 IV. Financing Costs' Acquisition Loan Interest 6 $4,400,000 Loan Amount 6.59% Interest $314,000 Construction Interest' $23,000,000 Loan Amount 3.62% Interest 974,000 Financing Fees Predevelopment Loan $4,400,000 Loan Amount 0.13 Points 6,000 Construction Loan $23,000,000 Loan Amount 0.65 Points 150,000 Permanent Loan $9,790,000 Loan Amount 1.21 Points 118,000 SNHP Local Application Fee Allowance 29,000 Tax Credit Fees 76 Units $1,776 /Unit 135,000 Capitalized Reserves Operating $101,025 /Month 3 Months 303,000 Transition 75 DHS Units $0 /DHS Unit 0 Total Financing Costs $2,029,000 V. ITatal Development Costs 76 Units $386,250 /Unit $29,355,000 Based on Developer's estimates. 2 Based on Purchase and Sale Agreement dated 11/21/2016. The Developer closed escrow on the property on January 10, 2018. According to a FMV appraisal by Lea & Company, dated 2/7/2017, the current value of the Site is $4,940,000. a Based on Developer's estimates. Includes state and federal prevailing wages. ° Included in the On -site Improvement Costs. 6 Based on maximum allowed by TCAC regulations. 6 Assumes a 13-month loan term. ' Assumes a 24-month development period, and a 59% average outstanding balance. Prepared by: Keyser Marston Associates, Inc. Filename: Santa Ana VV - 2018 4% Model - 08.14.18; Financial Gap -4%-KMA;25L-35 APPENDIX A -TABLE 2 EXHIBIT 2 STABILIZED NET OPERATING INCOME VETERANS VILLAGE SANTA ANA, CALIFORNIA I. Project Revenue 3 Manager Unit(s) 30%MedianTCAC / 30% SNHP / Low HOME 1-Bedroom Units @ (536-5f) 2-Bedroom Units @ (788-Sf) 30% MedianTCAC / 30% SNHP 1-Bedroom Units @ (536-5f) 2-Bedroom Units @ (788-Sf) Total Potential Gross Rental Income Add: PBVSubsidy2 Add: Miscellaneous Income 3 Total Potential Gross Income (Less) Vacancy & Collection Allowance 3 Effective Gross Income 1 Units $0 /Month $0 1 Units $225 /Month 2,700 1 Units $337 /Month 4,044 69 Units $225 /Month 186,300 4 Units $337 /Month 16,176 76 Units $229 /Month $209,220 75 Units $1,375 /Month 1,237,620 76 Units $9 /Unit/Month 8,208 $1,455,048 10% of Potential Gross Income (145,505) $1,309,543 II. Operating Expenses 3 General Operating Expenses 76 Units $5,641 /Unit $428,696 Property Taxes 76 Units $66 /Unit 5,016 Social Services 76 Units $1,474 /Unit 112,000 HCD Loan Payment 76 Units $161 /Unit 12,230 Replacement Reserve 76 Units $500 /Unit 38,000 Total Operating Expenses 76 Units $7,840 /Unit $595,942 III. INet Operating Income $713,601 Based on 2018 TCAC, SNHP and HOME rents. The tenants will not be responsible for utilities. ' Assumes that the City will provide the difference between the fair market rents at $1,580/1-bdrm units and $1,994/two-bedroom units, and the actual rent paid by the tenants for at least 15 years. 3 Based on Developer's estimates. Prepared by: Keyser Marston Associates, Inc. 2 5 L �� V Filename: Santa Ana VV - 2018 4% Model - 08.14.18; Financial Gap -4%-KMA; II APPENDIX A - TABLE 3 EXHIBIT 2 FAIR REUSE VALUE ANALYSIS VETERANS VILLAGE SANTA ANA. CALIFORNIA I. Potential Funding Sources A. Supportable Permanent Financi¢ Net Operating Income $713,601 NO1 Income Available for Mortgage 1.158 DCR $616,353 Debt Service Interest Rate / Mortgage Constant 5.63% Int. Rate 6.30% Mort. Constant Supportable Permanent Financing $9,790,000 B. 9% Federal Tax Credit Equity $12,648,740 Gross Value 101.99% Synd. Rate $12,900,000 C. OCCF Loan $1,500,000 D. Home Depot Foundation $500,000 E. County MHSA Loan $2,912,000 F. AHP Loan $750,000 G. Deferred Developer Fee 30% Developer Fee $650,000 Total Potential Funding Sources $29,002,000 II. Financial Surplus / (Gap) Calculation Total Potential Funding Sources $29,002,000 (Less) Total Development Costs (29,355,000) Financial surplus/(Gap) 75 Affordable Units ($4,700)/Unit ($353,000) III. Proposed Funding of Financial Gap by City LMIHAF Loan $0 CDBG Loan 0 HOME Loan 352,963 Total City Funding Sources 75 Affordable Units $4,700 /Affordable Unit $352,963 Prepared by: Keyser Marston Associates, Inc. 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E N n a c v twi O U L' >v U O v0 o CCw 6 N = 25L=42 T U Irmr- m r m e e t � Q N Q N IN M M N N N N N N O m O n Q °1 M n VI T N M N M O VI M VI N O p {O N T N N N V O O N m 1p� C Q n'1 N W N O O d n VI M T V1 m tm0 ~ b~ M e e e N Q VI Q N T ei ei Vf N V� N N N r V1 OI N n V1 tO Q OI b OI V1 e� lO m Q o N m b Q b o r O O N O 0 N 0 0 T 0 m N N O1 T C VI m• Q Q O m OI Oi CI M 10 N N N d r Q N VI N n � b ti n m Vl b OI N N q N Q 7 � Q N N e N N VY m N ei N rl N o P� � - 0 0 0 � O O N N t° b N N NN eb'I �b-I N O m� N O1 O O O m N N N N N °1 Oi N V1 N w 0 n� n 0 0 0 Q $ b N N N 4n0 ei N rj N rj a c a a o � a ¢ g m E v d E d N w E x v m E v '^ LL i 0 c c u "� e w o m c U� NS - c E a m a w E o c n c 2 w pq T d` S C m L N a d Q ✓1 d r 2 E`w A c w >,E n `a c ° dva o E— 6> Y 'q a ✓I 6 O 6 Q a C y U O U U O = 26L-43-- T cd a o APPENDIX A - TABLE 5 EXHIBIT 2 COST ALLOCATION WORKSHEET - STANDARD MODEL VETERANS VILLAGE SANTA ANA, CALIFORNIA Step 1: Determine Comparability, Select Method of Cost Allocation Gross Res SF Step 2: Proposed HOME Investment Step 3: Calculate Actual Cost of HOME Units Total Development Costs Ineligible Development Costs Unit -Specific Upgrades Relocation Costs Assign Relocation Exclusively to HOME Units? Base Project Cost $461 /Sf Gross Residential SF Assign Units # of Bdrms 1 2 Unit Size 788 Subtotal HOME Unit Costs Add: Relocation Costs Allocated Exclusively to HOME Units (if applicable) Actual Cost of HOME Units Step 4: Calculate Maximum Project Subsidy Unit Size # of Units Max Subsidy/Unit 0 Bedroom 0 $147,074 1 Bedroom 1 $168,600 2 Bedroom 1 $205,017 3 Bedroom 0 $265,229 Maximum Project Subsidy Step 5: Maximum HOME Investment, Lesser of Proposed Investment (Step 2) Actual Cost of HOME Units (Step 3) Maximum Project Subsidy (Step 4) 55,239 $352,963 $29,355,000 (742,000) 0 0 N/A $28,613,000 Cost Unit $363,454 $363,454 $0 $363,454 Maximum Subsidy $0 168,600 205,017 0 $373,617 $352,963 $363,454 $373,617 Maximum HOME Investment 2 HOME Units $352,963 Prepared by: Keyser Marston Associates, Inc. 2 5 L-44 Filename: Santa Ana VV - 2018 4% Model - 08.14.18; Cost Allocation; jlr EXHIBIT 3 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] HOME LOAN AGREEMENT by and between the CITY OF SANTA ANA MM S;�NTA ANAVILLAGE-LP' \ a'California limited partnership (3312 W. First Street, Santa Ana, California) Dated: August 21, 2018 25L-45. EXHIBIT 3 LOAN AGREEMENT HOME PROGRAM THIS LOAN AGREEMENT (the "Agreement") dated, for identification purposes only, as of August 21, 2018, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation (referred to herein as "City") and.,Sant }AriaUillag8; ` —ER a'California limited partnership, with reference to the following: RECITALS: A. City has received an allocation of funds from the United States Department of Housing and Urban Development ("HUD") under the HOME Investment Partnerships Program (the "HOME Program") (42 U.S.C. § 12701, et seq.,) to be used in accordance with applicable statutory requirements and regulations (the "HOME Regulations") (24 CFR Part 92); B. At least 15% of the City's annual allocation of HOME Program funds is reserved for Community Housing Development Organizations (the "HOME Program CHDO funds"), and Jamboree Housing Corporation has been certified by the City on February 7, 2017 and is in good standing as a Community Housing Development Organization (CHDO); C. Among the purposes of the HOME Program are (1) to expand the supply of decent, safe, sanitary, and affordable housing, with primary attention to rental housing, for very low-income and low-income Americans; and (2) to provide participating jurisdictions, on a coordinated basis, with the various forms of federal housing assistance, including capital investment, mortgage insurance, rental assistance, and other federal assistance, needed (a) to promote the development of partnerships among the federal government, states and units of general local government, private industry, and nonprofit organizations able to utilize all available resources to provide more of such housing, and (b) to expand the capacity of nonprofit Community Housing Development Organizations to develop and manage decent, safe, sanitary and affordable housing; D. Developer is the owner of that certain property commonly known as 3312 W. First Street, within the City of Santa Ana, California, and legally described in Exhibit A attached hereto (the "Property"). The loans referenced herein shall assist in the acquisition and new construction of said Property for a multifamily residential housing development. E. Developer is on the City's Approved List of Community Housing Development Organizations and has been certified and approved to utilize HOME Program CHDO funds. F. In furtherance of the HOME Program, Developer has applied to City for a loan with which to: 1. provide deeper affordability for a longer term, as well as acquire and construct the Property, and 25L-46 EXHIBIT 3 2. thereafter to maintain, operate and professionally manage the Property as decent, safe, sanitary and affordable rental housing. G. City, on certain terms and conditions, desire to make such loan to Developer in order to make possible the acquisition and construction of the Property, to expand the supply of decent, safe, sanitary and affordable housing. H. If there is any discrepancy between Federal and State guidelines with regard to any of the terms and conditions contained herein, the more stringent shall apply. I. The Loan Agreement and all of its attachments shall be enforceable by City in accordance with the terms thereof. Each of the Loan Agreement, the Affordability Restrictions on Transfer of Property, the City/HOME Loan Note and the City/HOME Deed of Trust provide a means of enforcement by the City if Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, use and deed restrictions and covenants running with the land [24 CFR 92.504 (c) (13)]. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Defined Terms. All capitalized terms used herein, including, without limitation, in the Recitals above and in all other Project Documents, unless otherwise expressly defined, are defined where first used in this Agreement and/or as set forth in this Article 1. "Affordable Housing" means housing operated in accordance with the requirements of 24 CFR 92.252 and the rents governed by HUD. "Affordability Restrictions on Transfer of Property" means that certain document affecting real property benefiting the City, attached hereto as Exhibit F. "Affordable Rent" means the monthly rents that are set forth in more detail in Section 7 of this Agreement. 'Building Permit' means the building permit(s) issued by City and required for the construction, if any. "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which Santa Ana City Hall is open to the public for the conduct of City affairs. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. "Certificate of Completion" has the meaning set forth in Article 17. 25L-47 EXHIBIT 3 "CHDO" means Community Housing Development Organization under the HOME Program. "City" means the City of Santa Ana, California, a charter city and municipal corporation. "City/HOME Loan" means the loan to be made to Developer by City from HOME funds pursuant to Article 5 of this Agreement. "City/HOME Loan Deed of Trust" means the deed of trust encumbering the Property, in the form attached hereto as Exhibit D, to be executed by Developer pursuant to Section 5.13.2 in order to secure the Loan Note. "City/HOME Loan Note" means that certain promissory note in the original principal amount of $352,962.90,.in the form attached hereto as Exhibit E, and to be executed by Developer in favor of City to evidence the obligation of Developer to repay the City/HOME Loan. "Close of Escrow" shall mean the date upon which the City/HOME Loan Deed of Trust is recorded in the Official Records of the County. "Closing Statement" means the final statement of Developer's Escrow account for the purchase and sale of the Property pursuant to the Purchase Contract. "County" means the County of Orange, California. "Developer" means Santa Ana Village LP, a California limited partnership, its successors and assigns. "Developer's Representative" shall mean the President of the Managing General Partner of Developer or his/her designee. "Escrow Holder" means First American Title Insurance Company, 18500 Von Karman Avenue, Suite 600, Irvine, CA 92612. "Event of Default" has the meaning set forth in Section 20.1. "Executive Director" means the Executive Director of the Community Development Agency, or his/her designee. "Extremely Low Income" an adjusted income which does not exceed thirty percent (30%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. "General Partner(s)" means the General Partners of Developer, JHC- Santa Ana Village LLC, and their respective successors and assigns. "Governmental Authority" means any governmental or quasi 4 25L-48 EXHIBIT 3 governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. "Hazardous Materials" means flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including without limitation the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601, et seq., as amended. "HOME Compliance Period" is for a period of twenty (20) years. "HOME Program" has the meaning set forth in Recital "A" above. "HOME Regulations" has the meaning set forth in Recital "A" above. "HUD" means the United States Department of Housing and Urban Development and any successors or assigns thereof. "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements (including, without limitation, streets, curbs, storm drains, and adjacent street lighting). "Indebtedness" of a person means (a) all indebtedness for borrowed money, (b) notes payable and drafts accepted representing extensions of credit, whether or not representing obligations for borrowed money, (c) any obligation for the purchase of property or services in excess of $10,000 in the aggregate that is (i) deferred for more than six (6) months, or (ii) evidenced by a note or similar instrument, and ( d) all recourse and all non -recourse indebtedness secured by any Lien on any property or asset of such person (whether or not assumed by such person). "Indemnitees" has the meaning set forth in Section 14.5. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. "Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest). "Limited Partner" means the Limited Partners of Developer, and their successors and assigns. "Loan Documents" means, collectively, this Agreement, the City/HOME 25L-49 EXHIBIT 3 Loan Note, the City/HOME Deed of Trust, the Affordability Restrictions on Transfer of Property, and any other agreement, document, or instrument that the City requires in connection with the execution of this Agreement or from time to time to effectuate the purposes of this Agreement. "Low Income" means an adjusted income which does not exceed eighty percent (80%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. "Median Income for the Area" means the median income for the Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Loan Documents as "Area Median Income" or "AMP'. "Partnership Agreement" means the Agreement of dated as said Partnership Agreement may be amended from time to time. "Permitted Encumbrances for the Affordable Housing Restrictions" means, collectively, the Senior Loan Deed of Trust and all other title exceptions and limitations with respect to the Property hereafter approved by the Executive Director in writing. "Permitted Encumbrances for the City Loan Deed of Trust" means, collectively, the Senior Loan Deed of Trust and all other title exceptions and limitations with respect to the Property hereafter approved by the Executive Director in writing. "Project" means the acquisition and new construction of the Property by Developer pursuant to this Agreement. "Project Budget" means the line -item budget for the Project attached hereto as Exhibit C, as modified from time to time in accordance with this Agreement. "Project Costs" means all costs of any nature incurred in connection with the Project in accordance with generally accepted accounting principles. "Property" means the Property that is located at 3312 W. First Street, within the City of Santa Ana, and is more fully described in the "Legal Description" of the Property attached hereto as Exhibit A and incorporated herein by reference. "Senior Lender" means MUFG Union Bank, N.A. or any other holder of the Senior Loan Note(s) or any refinancing of the Senior Loan Note(s). "Senior Loan" shall mean the senior loan being made by Senior Lender concurrent to the City Loan for payment of a portion of the acquisition and new construction costs, and shall include any subsequent loan that refinances the initial Senior Loan. 25L-50 EXHIBIT 3 "Senior Loan Deed of Trust" means the deed of trust securing the Senior Loan by encumbering the Property. "Senior Loan Documents" means, collectively, the loan agreement governing the Senior Loan, the Senior Loan Note, the Senior Loan Deed of Trust, and any other agreement, document or instrument that the Senior Lender requires in connection with the Senior Loan. "Senior Loan Note" means the promissory note evidencing the Senior Loan from Senior Lender. "Term" the terms and conditions contained herein shall remain in effect for fifty-five (55) years. The Affordability Restrictions on Transfer of Property shall also remain in effect for fifty-five (55) years. "Very Low Income" means an adjusted income which does not exceed fifty percent (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. 1.2 Singular and Plural Terms. Any defined term used in the plural in this Agreement or any other City Loan Document shall refer to all members of the relevant class and any defined term used in the singular shall refer to any number of the members of the relevant class. 1.3 References and Other Terms. Any reference to this Agreement or any Loan Document shall include such document both as originally executed and as it may from time to time be modified. References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a different document is named. References to subparagraphs shall be construed as references to the same Section in which the reference appears. The term "document" is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind. The terms "including" and "include" mean "including (include) without limitation." 1.4 Exhibits Incorporated. All attachments and exhibits to this Agreement, as now existing and as the same may from time to time be modified, are incorporated herein by this reference. 2. [RESERVED] SCOPE OF WORK/ PROJECT BUDGET Developer shall comply with this Section until the Certificate of Compliance is issued. A "Scope of Work" for the Property is attached hereto as Exhibit B. Any change to the Scope of Work requested by the Developer, which would result in a change to the Project Budget in excess of ten percent (10%) of any individual line item or in 25L-51 EXHIBIT 3 excess of five percent (5%) of the aggregate budget, shall be subject to the prior written approval of the Executive Director. A line -item budget for the Project, including a summary statement of sources and uses of funds, is incorporated into Exhibit C (the "Project Budget"). Any material change to the Project Budget in excess of ten percent (10%) of any individual line item or in excess of five percent (5%) of the aggregate budget shall be subject to the prior written approval of the Executive Director which if not granted or denied within five (5) Business Days, shall be deemed approved; provided, however, that in all events, Developer shall at all times obtain and maintain all required permits and approvals from the City's Planning and Building Agency. Notwithstanding the foregoing, the City's approval of a change order shall not be required unless the approval of the Senior Lender is required with respect to such change order. 4. [RESERVED] 5. LOANS A. CITY LOAN: 1. Amount and Purpose. Subject to the terms and conditions of this Agreement, City agrees to make a loan of HOME funds to Developer in the principal amount of up to $352,962.90 (the "City/HOME Loan") for the acquisition and new construction of the Property. 2. City/HOME Note and Deed of Trust. The City/HOME Loan shall be evidenced by the City/HOME Loan Note in the form attached hereto as Exhibit E. The City Loan shall be secured by the City/HOME Loan Deed of Trust in the form attached hereto as Exhibit D. The City/HOME Deed of Trust shall be a deed of trust encumbering the Property, subordinate to the Senior Loan(s) made to Developer and the Senior Loan Documents. 3. City/HOME Loan Terms. The terms and conditions of the City/HOME Loan are as set forth in the City/HOME Loan Note which is a residual receipts note. The HOME compliance period is twenty (20) years, commencing on the date that all work is complete and the Property is fully occupied. 6. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS Developer shall comply with this Section until the Certificate of Compliance is issued. 6.1 Conditions Precedent. City's obligation to disburse the Loan Amount is subject to the satisfaction, or waiver by the Executive Director, of the following conditions precedent: (a) Loan Documents. Developer shall have delivered to the Escrow Holder, signed by the authorized officer or officers of Developer, with such signature(s) acknowledged where necessary, each of the following documents: 25L-52 A3:II:11961 (i) the Loan Agreement; (ii) The City/HOME Loan Note; (iii) The City/HOME Deed of Trust, and (iv) The Affordability Restrictions on Transfer of Property. (b) Title Insurance. City shall have received an LP-10 ALTA Lender's loan policy of title insurance (2006 edition), or evidence of a commitment therefore satisfactory to City, issued by First American Title Insurance Company and in form and substance satisfactory to City, together with all endorsements and binders required, naming City as the insured, in a policy amount of not less than the City/HOME Loan Amount, showing Developer as the fee owner of the Property and insuring the City/HOME Deed of Trust to be a valid lien on the Property. This Agreement, the City/HOME Loan Note, and City/HOME Deed of Trust shall be subordinate to the Senior Loan Note and Senior Loan Deed of Trust. (c) Affordability Restrictions on Transfer of Proyerty. Developer shall have delivered to the Escrow Holder, in the form attached hereto as Exhibit F, the Affordability Restrictions on Transfer of Title pursuant to which, among other things, Developer agrees that the Property shall be used only for decent, safe, sanitary and affordable rental housing pursuant to the affordability requirements of Code of Federal Regulations ("CFR') section 92.252 or 92.254 and California Health and Safety Code ("H&S") sections 50052.5, as applicable. (d) Documents Recorded. This Agreement, the City/HOME Loan Deed of Trust and the Affordability Restrictions on Transfer of Property shall have been recorded in the Official Records of the County. This Agreement, and the City/HOME Loan Deed of Trust shall be subordinate to the Senior Loan Note and the Senior Loan Deed of Trust. (e) Request for Notice. For the benefit of City, Escrow Holder shall have recorded a request for notice of default of the Senior Loan (the "Request for Notice of Default"). (0 Insurance. City shall have received evidence satisfactory to the City Attorney that all of the policies of insurance required by Section 19 of this Agreement are in full force and effect. (g) Representations and Warranties. The representations and warranties of Developer contained in this Agreement and the other Loan Documents shall be correct in all material respects as of the Close of Escrow as though made on and as of that date, and if requested by the Executive Director, City shall have received a certificate to that effect signed by Developer's Representative. (h) No Default. No Event of Default by Developer shall have occurred, 9 25L-53 EXHIBIT 3 and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer under this Agreement, and if requested by the Executive Director, City shall have received a certificate to that effect signed by Developer's Representative. 6.2 Disbursement Procedures for Loan The Loan proceeds shall be disbursed through Escrow to finance the acquisition of the Property, with other proceeds being used for the construction (as evidenced in Exhibit Q. The Loan proceeds shall not be used for any purpose other than for acquisition costs of the Property and/or construction costs, including a Developer fee and soft costs related to development of the Project (costs all subject to City's prior review). The City allows for eligible costs to be paid by HOME loan funds that were incurred not more than 24 months prior to the HOME funds commitment date of this loan agreement in accordance with HOME regulations. 6.3 First Disbursement. The City's obligation to make the first disbursement of the Construction Portion is subject to satisfaction of the following conditions precedent: (a) General Contractor. If the Executive Director has not yet approved the General Contractor, the Executive Director shall have approved the identity and qualifications of the General Contractor. (b) Construction Contract. If the Executive Director has not yet approved the Construction Contract, the Executive Director shall have approved the Construction Contract. (c) Relocation Plan. If the relocation of any existing tenants is contemplated by the parties, the Executive Director shall have approved a plan for the relocation of such tenants of the Property determined by the Executive Director to be eligible for relocation assistance. 6.4 Termination for Failure of Condition. If (a) any of the conditions set forth herein are not timely satisfied or waived by the Executive Director, and (b) City is not in default under this Agreement, City may terminate this Agreement without any further liability on its part by giving written notice of termination to Developer. Upon the giving of such notice, all principal, interest and other amounts owing under the City Loan Note shall be immediately due and payable, regardless of any other specified due date. 6.5 iReserved.l 6.7 Waiver of Conditions. The conditions set forth pertaining to City's obligation to make disbursements of the rehabilitation or construction portion are for City's benefit only and the Executive Director may waive all or any part of such rights by written notice to Developer. 6.8 Waiver of Disbursement Conditions. Unless City otherwise agrees in writing, the making by City of any disbursement with knowledge that any condition to 10 25L-54 Wa:uaNI&3 such disbursement is not fulfilled shall constitute a waiver of such condition only with respect to the particular disbursement made. 6.9 Modification of Disbursement Conditions and Procedures. The Executive Director shall have the authority to modify the disbursement conditions and procedures set forth herein in order to conform them to the payment provisions of the Construction Contract. 6.10 Other Terms and Conditions of Loan. A. The Note shall become immediately due and payable, in the event of any of the following: (1) failure to complete the Project within four (4) years of the recording date; (2) HOME rental units must achieve initial occupancy within 18 months of project completion. (3) violation of any of the use covenants and restrictions contained in this Agreement after the expiration of any applicable notice and cure periods; (4) an Event of Default by Developer which is not timely cured after expiration of any applicable notice and cure periods pursuant to the terms of this Agreement. 6.11 Closing Costs and Fees. Developer shall pay (a) all escrow fees and charges, (b) all recording fees and charges on any document recorded pursuant to this Agreement, and (c) the premium for the title insurance required hereunder. 7. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROPERTY 7.1 Use Covenants and Restrictions. A. Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assigns and every successor in interest to the Property that Developer will make all rental units on the Property available to low- or very low-income households at rents affordable to such households for fifty-five (55) years from the issuance of the Certificate of Completion. The HOME restrictions for the two (2) HOME assisted units shall be enforced until the date that is twenty (20) years after the date on which the Certificate of Completion is issued or until repayment of principal and all accrued interest on the HOME Loan, whichever comes last. The City permits the Developer to limit the eligibility and/or give preference to a particular segment of the population in accordance with 24 CFR 92.253(d). B. The Project shall consist of seventy-six (76) units, including one (1) on -site manager's unit(s). There shall be two (2) HOME assisted units. The HOME assisted units 11 25L-55 EXHIBIT 3 shall be one 1-bedroom unit and one 2-bedroom unit, floating, and shall be distributed throughout the complex with comparable amenities to the other units. C. At initial lease up, households in the HOME assisted units cannot earn more than 30% of AMI. Rental increases shall be in conformance with federal and state law. After the twenty (20) year HOME compliance period, the City shall require that the units remain affordable, with rents calculated based on assumed household size at the same income levels D. All of the HOME units will be restricted to occupancy by families earning no more than thirty (30%) of the Area Median Income (AMD. E. Maximum Occupancy will be two (2) people per room plus one (1). Example for a two - bedroom unit, five (5) people would be maximum occupancy. F. Affordable rents shall be governed by the HOME Program regulations at 24 CFR section 92.2. G. Developer must have a written lease between tenant and owner for a period of at least one year, unless a shorter period is mutually agreed upon. Leases must be consistent with the HOME Program regulations at 24 CFR section 92.209(g). 7.2 Affordability Levels/Unit Mix: The affordability levels/unit mix for the Project is as follows: Unit Size 30% AMI Total No. Units Current Rent 1 Bedroom 71 $1,025 71 2 Bedroom 4 $1,230 4 Total 75 75 The remaining unit will be a 1-bedroom unit reserved for the onsite manager. HOME Assisted Units Total # of Level of It of HOME ° /o Share of Units Unit Type Affordability Assisted Unit Type Units 71 1 Bed 30% AMI 1 1.4% 4 2 Bed 1 25% (1) In no event shall the rent charged to the HOME assisted units be more than that amount of the low HOME rent as published by HUD, as amended from time to time. 12 25L-56 EXHIBIT 3 (2) At the time of project completion, the Developer shall provide to the City the address and/or unit number of each of the HOME floating units. (3) Annually with the financial statements, the Developer shall provide an annual report of rents and occupancy of all assisted units, including the HOME assisted units, to verify compliance with affordability requirements. For the HOME assisted units, information on unit substitution and filling vacancies shall be provided to ensure that the project maintains the required unit mix. The affordable rents charged at the Project must comply with the standards set forth by HUD and California Tax Credit Allocation Committee (TCAC). Notwithstanding anything to the contrary contained in this Agreement or the Affordability Restrictions on Transfer of Property, in the event of a foreclosure, or delivery of a deed in lieu of foreclosure, of any Senior Loan, then for all units other than the HOME Assisted Units, (1) the maximum qualifying tenant household income shall be increased to 60% of Area Median Income adjusted for family size appropriate to the unit, and (2) the maximum annual affordable rent shall be increased to comply with the rent limits set forth by California Tax Credit Allocation Committee (TCAC) for households at 60% Area Median Income. Utility allowances must be deducted from the Maximum Gross Monthly Rent. The Housing Authority of the City of Santa Ana publishes the Utility Allowance Schedule. Initial rents may be recalculated to allowable rental amounts at the time of initial lease -up following completion of construction in accordance with any changes in allowable rent and income tables as published by HUD. 7.3 Rent Increases: On an annual basis, the City shall provide Developer with the maximum allowable schedule of rents for the Property in accordance with changes in allowable rent and income tables published by HUD and the California Tax Credit Allocation Committee (TCAC), provided however that the rent for the HOME units shall in no event be higher than the rent for the equivalent non -HOME assisted unit within the Project. In no event can Developer charge any tenant more than such amount. The City will make all best efforts to provide Developer with the maximum allowable schedule of rents within no more than 30 calendar days after the date TCAC publishes the allowable rent and income tables. 7.4 Prohibited Fees. The Developer and subsequent owner is prohibited from charging fees that are not customary, consistent with HOME Regulations 24 CFR section 92.504(c)(3)(xi). The Developer and subsequent owner can charge reasonable application fees to prospective tenants; other fees only to the extent that they are reasonable and customary for the project area; and fees for services provided to tenants, provided that these services are not mandatory. 7.5 Maintenance of the Property. Solely at Developer's expense, Developer agrees to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials. If at any time Developer fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such 13 25L-57 EXHIBIT 3 condition cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Developer shall pay all reasonable costs incurred for such maintenance. The City shall inspect the Property annually after the date of issuance of the Certificate of Completion as described in Article 17 of this Agreement. During the affordability period, the Property must meet all applicable State and local codes. The Property must be free of all health and safety defects during the affordability period. 7.6 Obligation to Refrain from Discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, mental or physical disability, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Developer itself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect for the term of the Agreement. 7.7 Increase in Rent and Occupancy Restrictions upon Termination of Rental Subsidies. The parties acknowledge that Developer is only able to rent units to Extremely Low Income Households because the City is providing 75 Housing and Urban Development Veterans Affairs Supportive Housing (HUD-VASH) Project -Based Vouchers for Permanent Supportive Housing ("VASH Vouchers"). In the event the VASH Vouchers expire, terminate, are not renewed or are reduced for any reason other than a default by Developer under the VASH Vouchers, then the occupancy requirements for all of the units, other than the 2 HOME Assisted Units shall automatically increase to 60% of the Area Median Income and the Affordable Rent shall increase to Affordable Rents for households earning 60% of the Area Median Income in accordance with the rent limits set forth by the California Tax Credit Allocation Committee (TCAC for households earning 60% of the Area Median Income.. 7.8 CHDO Provisions. Developer shall maintain CHDO (Community Housing Development Organization) status for the tern of this Agreement and the HOME Regulatory Agreement in accordance with 24 CFR 92. Developer agrees to provide information as may be requested by the City to document its continued compliance, including but not limited to an annual board roster and certification of continued compliance. Any funds advanced as CHDO pre -development funds must be in compliance with 24 CFR 92.301, and are forgivable only under the terms in 24 CFR 92.301. Any funds advanced to Developer as CHDO Operating Expenses must be expended in compliance with 24 CFR 92.208. Any funds that Developer is permitted to retain as CHDO proceeds from this Project shall be used in compliance with 24 CFR 92.300(a)(2) or as specified in this Agreement. Developer will create and follow a tenant participation plan, as required in 24 CFR 92.303 14 25L-58 The provisions of this Section 7.8 shall not apply in the event of a foreclosure of the Property or transfer in lieu of foreclosure. In the event of a foreclosure, or acceptance of a deed in lieu of foreclosure, Senior Lender will use commercially reasonable efforts to accept bids for the Property from a qualified CHDO; provided, however, that in no event shall Senior Lender be obligated to select a qualified CHDO to be the purchaser of the Property unless, among other criteria used in Senior Lender's reasonable discretion, such qualified CHDO has offered the highest purchase price among the bidders. 8. RESERVED. 9. GENERAL PROVISIONS AND WARRANTIES As a material inducement to City to enter into this Agreement, Developer represents and warrants as follows: 9.1 Formation, Ouaifcation and Compliance. JHC-Santa Ana Village LLC, the managing general partner of Developer (a) is a limited liability company, validly existing and in good standing under the laws of the State of Califomia, (b) has all requisite authority to conduct its business and own and lease its properties, and (c) is qualified and in good standing in every jurisdiction in which the nature of its business makes qualification necessary or where failure to qualify could have a material adverse effect on its financial condition or the performance of its obligations under the Loan Documents. Developer is in compliance with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all filings, registrations and qualifications with, any Governmental Authority that are necessary for the transaction of its business. 9.2 Execution and Performance of Loan Documents. 9.2.1 Developer has all requisite authority to execute and perform its obligations under the Loan Documents. 9.2.2 The execution and delivery of Developer of, and the performance by Developer of its obligations under, each Loan Document has been authorized by all necessary action and does not and will not: (a) require any consent or approval not heretofore obtained of any person having any interest in Developer; (b) violate any provision of, or require any consent or approval not heretofore obtained under, any articles of incorporation, by-laws or other governing document applicable to Developer; (c) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under the City Loan Documents) on or with respect to any property now or hereafter owned or leased by Developer; (d) violate any provision of any law presently in effect; 15 25L-59 EXHIBIT 3 or (e) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Developer is a party or by which Developer or any of its property is bound. 9.2.3 Developer is not in default, in any respect that is materially adverse to the interests of City under the Loan Documents or that would have any material adverse effect on the financial condition of Developer or the conduct of its business, under any law, contract, lease or other agreement or document described in sub- paragraph (d) or (e) of the previous subsection. 9.2.4 No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Authority is required which has not been previously obtained in connection with: (a) the execution of Developer of, and the performance by Developer of its obligations under, the Loan Documents; and (b) the creation of the liens described in the Loan Documents. 9.3 Financial and Other Information. To the best of Developer's knowledge, all financial information furnished to City with respect to Developer in connection with the Loan (a) is complete and correct in all material respects as of the date of preparation thereof, (b) accurately presents the financial condition of Developer, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied or in accordance with such other principles or methods as are reasonably acceptable to City. To the best of Developer's knowledge, all other documents and information furnished to City with respect to Developer, in connection with the Loans, are correct and complete in all material respects insofar as completeness is necessary to give the City accurate knowledge of the subject matter. To the best of Developer's knowledge Developer has no material liability or contingent liability not disclosed to City in writing and there is no material lien, claim, charge or other right of others of any kinds (including liens or retained security titles of conditional vendors) on any property of Developer not disclosed in such financial statements or otherwise disclosed to City in writing. 9.4 No Material Adverse Change. There has been no material adverse change in the condition, financial or otherwise, of Developer since the dates of the latest financial statements furnished to City. Since those dates, Developer has not entered into any material transaction not disclosed in such financial statements or otherwise disclosed to City in writing. 9.5 Tax Liability. Developer has filed all required federal, state and local tax returns and has paid all taxes (including interest and penalties, but subject to lawful extensions 16 25L-60 EXHIBIT 3 disclosed to City in writing) other than taxes being promptly and actively contested in good faith and by appropriate proceedings. Developer is maintaining adequate reserves for tax liabilities (including contested liabilities) in accordance with generally accepted accounting principles or in accordance with such other principles or methods as are reasonably acceptable to City. 9.6 Governmental Requirements. To the best of Developer's knowledge, Developer is in compliance with all laws relating to the Property and all Governmental Authority approvals, including zoning, land use, planning requirements, and requirements arising from or relating to the adoption or amendment of, any applicable general plan, subdivision and parcel map requirement; environmental requirements, including the requirements of the California Environmental Quality Act and the National Environmental Policy Act and the preparation and approval of all required environmental impact statements and reports; use, occupancy and building permit requirements; and public utilities requirements. 9.7 Rights of Others. Developer is in compliance with all covenants, conditions, restrictions, easements, rights of way and other rights of third parties relating to the Property. 9.8 Litigation. There are no material actions or proceedings pending or, to the best of the Developer's knowledge, threatened against or affecting Developer or any property of Developer before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement. 9.9 Bankruptcy. To the best of Developer's knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Developer, nor are any of such proceedings contemplated by Developer. 9.10 Information Accurate. To the best of Developer's knowledge, all information, regardless of its form, conveyed by Developer to City, by whatever means, is accurate, correct and sufficiently complete to give City true and accurate knowledge of its subject matter, and does not contain any material misrepresentation or omission. 9.11 Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she has a direct or indirect financial interest. The Developer warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. 9.12 Nonliability of City Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer in the event of any default or breach by the City or for any amount which may become due to Developer or on any obligations under the terms of this Agreement. 17 25L-61 EXHIBIT 3 9.13 No Assignment. Developer expressly acknowledges and agrees that the City has only agreed to assist the Developer as a means by which to induce the acquisition/rehabifitation/development of the Property. Accordingly, Developer further expressly acknowledges and agrees that this Agreement is a personal right of Developer that is neither negotiable, transferable, nor assignable except as set forth herein. Developer may assign some or all of its rights under the Agreement only with the prior written consent of the Executive Director (such consent not to be unreasonably withheld), except that no prior consent is necessary for an assignment by a limited partner of Developer to an affiliate, or as otherwise provided in the Deed of Trust. 9.14 Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and state laws. 9.15 Third Parties. This Agreement is made for the sole benefit of Developer and the City and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City hereunder or arising from any default by Developer, nor shall the City owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the construction of the Property. 9.16 Control of Property. The parties acknowledge that the City has not at any time participated in any manner in the management or operation of the Property, and will not so participate at any time hereafter. 10. CONDITIONS FOR CONSTRUCTION Developer shall comply with this Section until the Certificate of Compliance is issued. 10.1 Permits and Approvals. Developer shall diligently obtain all permits, including all building permits, licenses, approvals, exemptions and other authorizations of Governmental Agencies required in connection with the construction of the Property. 10.2 Commencement and Completion of Construction. The construction shall be considered complete for purposes of this Agreement only when (a) all work described has been completed and fully paid for, and (b) all work requiring inspection or certification by Governmental Authority has been completed and all requisite certificates, approvals and other necessary authorizations (including required final certificates of occupancy) have been obtained. 10.3. RESERVED. 10.4 Entry and Inspection. At all times prior to completion of the construction, upon reasonable notice, City and their agents shall have (a) the right of free access to the Property and all sites away from the Property where materials for the construction are stored, (b) the right to inspect all labor performed and materials IU 25L-62 EXHIBIT 3 furnished for the construction, and (c) the right to inspect and copy all documents pertaining to the construction. 10.5 Compliance with Section 3 Clause. Section 3 of the Housing and Urban Development Act of 1968, 12 U.S.C. 1701u, as amended by Section 915 of the Housing and Community Development Act of 1992 requires that economic opportunities generated by HUD financial assistance for housing and community development programs be targeted toward low- and very low- income persons. Whenever HUD assistance generates opportunities for employment or contracting, state and local grantees, as well as other recipients of HUD housing assistance funds must, to the greatest extent feasible, provide these opportunities to low- and very low- income persons and to businesses owned by or employing low- and very low- income persons. Section 3 applies to projects for which HUD's share of project costs exceeds $200,000 and contracts and subcontracts awarded on projects for which HUD's share or project costs exceeds $200,000 and the contract or subcontract exceeds $100,000. For purposes of this Section 3 Clause and compliance thereto, whenever the word "contractor" is used it shall mean and include, as applicable, the Developer, and its contractor and subcontractor(s), if any. The particular text to be utilized in any and all contracts of any contractor doing work covered by Section 3 shall be in substantially the form of the following, as reasonably determined by the City, or as directed by HUD or its representative, and shall be executed by the applicable contractor under penalty of perjury. "(a) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 170lu ("Section 3"). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons [inclusive of Very Low Income Persons, Very Low Income Households, and Very Low Income Tenants served by the Project], particularly persons who are recipients of HUD assistance for housing. (b) The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. (c) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause, and will post copies of notices in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number of job titles subject to hire, availability of apprenticeship and 19 25L-63 EXHIBIT 3 training positions, the qualifications for each; and the name and location of person(s) taking applications for each of the position; and the anticipated date the work shall begin. (d) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. (e) The contractor will certify that any vacant employment positions, including training positions, that are filled (a) after the contractor is selected but before the contract is executed, and (b) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. (f) Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts." After the foregoing Section 3 Clause, there shall be a signature block for the contractor, as applicable, the following text shall be included immediately above the signature block: "The contractor/provider by his/her signature affixed hereto declares under penalty of perjury that contractor has read the requirements of the Section 3 Clause and accepts all its requirements contained therein for all of his/her operations related to this contract" To the extent applicable, the Developer shall comply and/or cause compliance with Section 3 Clause requirements for the Project. For example, when and if Developer or its contractor(s)/subcontractor(s) hire(s) full time employees, rather than volunteer labor or materials, Section 3 is applicable and all disclosure and reporting requirements apply. 10.6 Construction Information. From time to time during the course of the construction, within ten (10) Business Days following City's written demand therefore, Developer shall furnish requested reports of project costs, progress schedules and contractors' costs breakdowns for the construction, itemized as to trade description and item, showing the name of the contractor(s) and/or subcontractor(s), and including such indirect costs as real estate taxes, legal and accounting fees, insurance, architects' and engineers' fees, loan fees, interest during construction and contractors' overhead. 10.7 Protection Against Liens. Developer shall diligently file a valid Notice of Completion upon completion of the construction, diligently file a notice of cessation in the event of a cessation of labor on the construction for a period of thirty (30) days or more, and take all actions reasonably required to prevent the assertion of claims 20 25L-64 EXHIBIT 3 of lien against the Property. In the event that any claim of lien is asserted against the property or any stop notice or claim is asserted against the City by any person furnishing labor or materials to the Property, Developer shall immediately give written notice of the same to City and shall, promptly and in any event within ten (10) Business Days after written demand therefor, (a) pay and discharge the same, (b) effect the release thereof by delivering to City a surety bond complying with the requirement of applicable laws for such release, or (c) take such other action as City may reasonably require to release City from any obligation or liability with respect to such stop notice or claim. 10.8 General Contractors who are Related Parties to the Developer. If the Project is developed with general contractors who are Related Parties to the Developer, the Developer must be audited to the subcontractor level by an outside auditing firm approved by the City. The Developer shall pay for the audit to the subcontractor level by an outside auditing firm. 11. FEDERAL (HOME PROGRAM) COVENANTS Developer shall comply with this Section during the HOME Compliance Period 11.1 CHDO. Jamboree Housing Corporation, the sole member and manager of the managing general partner of Developer, represents and warrants that it qualifies and is in good standing as a Community Housing Development Organization under the HOME Program. Developer hereby covenants and agrees to maintain such status throughout the term of this Agreement, and to provide the Agency and City with written documentation necessary to demonstrate maintenance of said status on an annual basis. 11.2 Oualification as Affordable Housing. As more particularly provided in the Affordability Restrictions on Transfer of Property, Developer shall use, manage and operate the Property in accordance with the requirements of 24 CFR 92.252 so as to qualify the housing on the Property as Affordable Housing with affordable rents. 11.3 Tenant and Participant Protection. Developer shall comply with the requirements of 24 CFR 92.253. 11.4 Local Preference. Subject to compliance with the HOME Regulations, the HUD -Veterans Affairs Supportive Housing referral program requirements, the County of Orange coordinated entry system and applicable California and federal fair housing laws, local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by HUD or the State of California, as well as the City of Santa Ana Affordable Housing Funds Policies and Procedures, the Developer shall give preference in leasing units in the following order of priority: 1. First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: 21 25L-65 EXHIBIT 3 a. A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund. b. Ellis Act, owner -occupancy, or removal permit eviction; c. Earthquake, fire, flood, or other natural disaster; d. Cancellation of a Housing Choice Voucher HAP Contract by property owner; or e. Governmental Action, such as Code Enforcement. 2. Second priority shall be given to persons who are either: a. Residents of Santa Ana and/or b. Working in Santa Ana at least 32 hours per week for at least the last 6 months. 11.5 Handicapped Accessibility. Developer shall comply with (a) Section 504 of the Rehabilitation Act of 1973, and implementing regulations at 24 CFR 8C governing accessibility of projects assisted under the HOME Program; and (b) the Americans with Disabilities Act of 1990, and implementing regulations at 28 CFR 35-36 in order to provide handicapped accessibility to the extent readily achievable. 11.6 Use of Debarred. Suspended. or Ineligible Participants. Developer shall comply with the provisions of 24 CFR 24 relating to the employment, engagement of services, awarding of contracts, or funding of any contractor or subcontractor during any period of debarment, suspension, or placement in ineligibility status. 11.7 Maintenance of Drug -Free Workplace. Developer shall certify that Developer will provide a drug -free workplace in accordance with 24 CFR 84.13. 11.8 Lead -Based Paint. Developer shall comply with the requirements of the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846) and implementing regulations at 24 CFR 35, as applicable. 11.9 Affirmative Marketing. Developer shall implement and perform such affirmative marketing procedures and requirements for the Property (24 CFR 92.351) in compliance with the City's adopted Program. 11.10 EE ual Opportunity and Fair Housing. Developer shall carry out the construction and perform its obligations under this Agreement in compliance with all of the state and federal laws and regulations regarding equal opportunity and fair housing described in 24 CFR 92.350. 22 25L-66 EXHIBIT 3 11.11 Property Standards. Developer shall cause the Property to meet the housing quality standards set forth in 24 CFR 882.109, as well as all applicable local, state and federal codes and ordinances, including zoning ordinances. Developer shall also cause the Property to meet the current edition of the Model Energy Code published by the Council of American Building Officials. 11.12 Displacement and Relocation. Developer acknowledges and agrees that, pursuant to 24 CFR 92.253 and consistent with the other goals and objectives of this part, City must ensure that it has taken all reasonable steps to minimize the displacement of persons as a result of the Project. Furthermore, to the extent feasible, residential tenants must be provided a reasonable opportunity to lease and occupy a suitable, decent, safe, sanitary and affordable dwelling unit on the Property upon completion of the construction. Developer agrees to cooperate fully and completely with City in meeting the requirements of 24 CFR 92.253 and shall take all actions and measures reasonably required by the Executive Director in connection therewith. All applicable state guidelines must also be followed. (a) Developer acknowledges and agrees to hire a Relocation Consultant to provide relocation services, pursuant to the Uniform Relocation Act and Real Property Acquisition Policies Act of 1970 ("URA") and 24 CFR 92.253. (b) The City, Developer, and Relocation Consultant will meet periodically during the relocation to provide updates and review tenant files, including at Project approval and prior to final benefit calculations. The Developer and Relocation Consultant shall carry out activity in compliance with URA and the City's Acquisition and Relocation Policy and Procedures Manual ("Manual"). (c) The Developer and Relocation Consultant shall maintain accurate records and files pertaining to the temporary and permanent relocation of tenants, in accordance with URA and the City's Manual. (d) The Developer and Relocation Consultant shall provide all relocation and tenant files to the City once relocation is complete at the Project. 11.13 Other Program Requirements. Developer shall carry out each activity in compliance with all federal laws and regulations described in subpart H of 24 CFR 92, except that Developer does not assume City's responsibilities for environmental review in 24 CFR 92.352 or the intergovernmental review process in 24 CFR 92.359. 11.14 Request for Disbursements of Funds. Notwithstanding anything contained in this Agreement to the contrary, Developer may not request disbursements of funds under this Agreement until the funds are needed for payment of eligible costs (such funds shall be used solely towards the acquisition and construction of the Property). The amount of each request shall be limited to the amount needed. 23 25L-67 EXHIBIT 3 11.15 Eligible Costs. Developer shall use HOME Funds to pay costs defined as "eligible costs" pursuant to 24 CFR 92.206. 11.16 Records and Reports. Developer shall maintain and from time to time submit to City such records, reports and information as the Executive Director may reasonably require in order to permit City to meet the record keeping and reporting requirements required of it pursuant to 24 CFR 92.508. 11.17 Uniform Administrative Requirements Cost Principles and Audit Requirements for Federal Awards. Developer shall comply with the requirements and standards of 2 CFR 200. 11.18 Conflict of Interest. Developer shall comply with and be bound by the conflict of interest provisions set forth at 24 CFR 570.611, as well as state regulations pertaining to conflict of interest. 11.19 Monitoring. Developer shall allow the City to conduct periodic inspections of the HOME assisted units on the Property as required by the Program after the date of construction completion, with reasonable advance written notice. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within two weeks of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 11.20 Recertification of Tenant Income. (A) Developer shall take all necessary steps to review the income of all tenants prior to renting to them, as well as reviewing current tenants on an annual basis, in accordance with HOME regulations and guidelines. Every fifth (5's) year, Developer shall require new original income documents to be submitted by tenants. Tenants in HOME assisted units whose incomes no longer comply with federal income guidelines shall have their rents adjusted in accordance with federal HOME guidelines (24 CFR 92.252-92.253). (I3) HOME assisted units continue to qualify as affordable housing despite a temporary non-compliance caused by increases in the incomes of existing tenants if actions satisfactory to HUD are being taken to ensure that all vacancies are filled in accordance with this section until the non-compliance is corrected. 11.21 Other HOME Program Requirements. Developer shall comply with all other applicable requirements of the HOME Program. 11.22 Controlling Covenants. If there is a discrepancy between State and Federal law with regard to any of the aforementioned covenants, the more stringent shall apply. 24 25L-68 EXHIBIT 3 11.23 Faith Based Activities. To the extent applicable to the Project, in accordance with 24 CFR 92.257, Developer will comply with the restrictions on the use of HOME funds for faith based activities as set forth in Section 92.257. 12. MAINTENANCE, MANAGEMENT, OPERATION, PRESERVATION AND REPAIR OF PROPERTY 12.1 Maintenance. Developer shall maintain the Property (and all abutting grounds, sidewalks, roads, parking and landscape areas which Developer is otherwise required to maintain) in good condition and repair; shall operate the Property in a businesslike manner; shall prudently preserve and protect its own as well as the City's interests in connection with the Property; shall not commit or permit any waste or deterioration of the Property (except for normal wear and tear); shall not abandon any portion of the Property or leave the Property unguarded or unprotected; and shall not otherwise act, or fail to act, in such a way as to unreasonably increase the risk of any damage to the Property or of any other impairment of City's interests under the Loan Documents. Without limiting the generality of the foregoing, and except as otherwise agreed by City in writing from time to time, Developer shall promptly and faithfully perform and observe each of the following provisions: 12.1.1 Alterations and Repair. Developer shall not remove, demolish or materially alter any Improvement without City's prior consent, except to make non- structural repairs which preserve or increase the Property's value, and shall promptly restore, in a good and professional manner, any Improvement (or other aspect or portion of the Property) that is damaged or destroyed from any cause. 12.2 Compliance. Developer shall comply with all laws and requirements of Governmental Authority (including, without limitation, all requirements relating to the obtaining of Governmental Authority approvals), all Governmental Authority approvals and all rights of third parties, relating to Developer, the Property or Developer's business thereon. 12.3 Taxes and Impositions. Developer shall pay, prior to delinquency, all of the following (collectively, the "Impositions"): (a) all general and special real property taxes and assessments imposed on the Property; (b) all other taxes and assessments and charges of every kind that are assessed upon the Property (or upon the owner and/or operator of the Property) and that create or may create a lien upon the Property (or upon any personal property or fixtures used in connection with the Property), including, without limitation, non -governmental levies and assessments pursuant to applicable covenants, conditions or restrictions; and (c) all license fees, taxes and assessments imposed on City (other than City's income or franchise taxes) which are measured by or based upon (in whole or in part) the amount of the obligations secured by the Property. If permitted by law, Developer may pay any Imposition in installments (together with any accrued interest). 12.1.3.1 Right to Contest. Developer shall not be required to pay any 25 25L-69 EXHIBIT 3 Imposition so long as (a) its validity is being actively contested in good faith and by appropriate proceedings, (b) Developer has demonstrated to City's reasonable satisfaction that leaving such Imposition unpaid pending the outcome of such proceedings could not result in conveyance of the Property in satisfaction of such Imposition or otherwise impair City's interests under the Loan Documents, and (c) Developer has furnished City with a bond or other security satisfactory in an amount not less than 100% of the applicable claim (including interest and penalties). 12.1.3.2 Evidence of Payment. Upon demand by City from time to time, Developer shall deliver to City, within thirty (30) days following the due date of any Imposition, evidence of payment reasonably satisfactory to City. 12.1.3.3 Books and Records. Developer shall maintain complete books of account and other records reflecting its operations (in connection with any other businesses as well as with respect to the Property), in accordance with generally accepted accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to City, in accordance with 24 CFR 92.508. 12.4 Project Operating Account. Subject to the requirements of the Senior Lender, Developer must promptly deposit all project income directly into a segregated depository account established exclusively for the Project ("Project Operating Account"). Withdrawals from this account may be made only in accordance with the provisions of this Agreement and the approved Project Budget, as it may be revised from time to time with City approval. Prior to the repayment of the City/HOME Loan in full, Developer may make withdrawals from this account solely for the payment of project expenses (including, without limitation, funding reserves and the making of debt service payments), project fees and permitted distributions to the partners of the Developer. Withdrawals from this account for other purposes may be made only with the prior written approval of the City. 12.5 Replacement Reserve Account. Developer must establish or cause to be established a segregated interest -bearing replacement reserve depository account ("Replacement Reserve Account") no later than the date of the Senior Loan converts from a construction loan to a permanent loan. Developer must make monthly deposits from project income into the Replacement Reserve in the amount of $500 per unit per year. Developer may withdraw funds from the Replacement Reserve Account solely to fund capital improvements for the Project, such as replacing or repairing structural elements, furniture, fixtures or equipment of the Project that are reasonably required to preserve the Project. Developer may not withdraw funds from the Replacement Reserve Account for any other purpose without the prior written approval of the City. 13. NONDISCRINIINATION COVENANTS 13.1 Obligation to Refrain from Discrimination. Developer covenants and agrees that: A. In Use of Property. There shall be no discrimination 26 25L-70 EXHIBIT 3 against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, mental or physical disability, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Developer or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendors of the Property. B. In Affordable Housing Restrictions. The foregoing covenant shall (a) be included in the Affordability Restrictions on Transfer of Property, (b) run with the land, and (c) remain effective for the term of the contract (for 55 years). C. In Employment. In construction of the Property, Developer shall not discriminate against any employee or applicant because of race, color, creed, religion, sex, marital status, mental or physical disability, national origin, or ancestry. Developer shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. D. In all Contracts. Developer shall cause the foregoing covenants to be inserted in all contracts for any work covered by this Agreement so that such provisions will be binding upon each contractor and subcontractor for the benefit of City, provided that the foregoing covenant shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 14. ENVIRONMENTAL MATTERS 14.1 Representation and Warranty. Except as disclosed in writing to the City including the environmental site assessments prepared on behalf of Developer and delivered to the City, Developer has no knowledge (a) of the presence on, under or about the Property, now or in the past, of any Hazardous Materials in violation of applicable law, or of the transportation to or from the Property of any Hazardous Materials, (b) that asbestos or polychlorinated biphenyls (PCBs) are contained in or stored on the Property, or (c) that there are any underground storage tanks located in, on or under the Property. 14.2 Compliance with Environmental Laws. Developer shall (a) comply with all environmental laws and enviromnental permits applicable to the Construction of the Property, (b) immediately pay or cause to be paid all costs and expenses incurred by reason of such compliance, (c) keep the Property free and clear of any environmental claims or liens imposed pursuant to any environmental law, and (d) obtain and renew all environmental permits required for ownership or use of the Property. 14.3 Presence of Hazardous Materials. Developer shall not, and shall not permit anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous Materials on the Property, or transport or permit the transportation of Hazardous Materials to or from the Property except for de minimis quantities used at the Property in 27 25L-71 EXHIBIT 3 compliance with all applicable environmental laws and required in connection with the routine construction, operation and maintenance of the Property. 14.4 Notice of Environmental Matters. Developer shall immediately advise City in writing of any of the following: (a) any pending or threatened environmental claim against Developer or the Property, (b) any condition or occurrence that (i) results in noncompliance with any applicable environmental law, (ii) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental law, or (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer. 14.5 Environmental Indemnification by the Developer. Developer agrees to defend, indemnify and hold harmless the City and their respective officers, directors, employees and agents (collectively the "Indemnitees ") from and against any and all obligations (including removal and remediation), losses, claims (including third party claims), suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the lndemnitees directly or indirectly based on, or arising or resulting from the actual or alleged presence of Hazardous Materials on the Property other than arising from the gross negligence, willful misconduct and/or illegal actions of any Indemnitee. 15. OTHER AFFIRMATIVE COVENANTS While any obligation of Developer under the City Loan Note or Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that Executive Director otherwise consents in writing: 15.1 Existence. Developer's Managing General Partner shall maintain its existence in good standing under the laws of the State of California, and Developer shall provide documentation of such status annually to the City. 15.2 Protection of Lien. Developer shall maintain the lien of the City Deed of Trust as a valid second priority deed of trust on the Property and take all actions, and execute and deliver to City all documents, reasonably required by City from time to time in connection therewith. 15.3 Notice of Certain Matters. Developer shall give notice to City, within ten (10) days of Developer's learning thereof, of each of the following: (a) any filed litigation or claim affecting or relating to the Property and involving an amount in excess of $5,000; and any litigation or claim that might subject Developer or any general partner to liability in excess of $5,000, whether covered by insurance or not; 25L-72 EXHIBIT 3 (b) any material dispute between Developer and a Governmental Authority relating to the Property, the adverse determination of which might materially affect the Property; (c) any change in Developer's principal place of business; (d) any aspect of the Improvements that is not in substantial conformity with the plans or code; (e) any Event of Default or event which, with the giving of notice or the passage of time or both, would constitute an Event of Default; (0 any material default by Developer or any other party under any Senior Loan document, or the receipt by Developer of any notice of default under any Senior Loan document; (g) the creation or imposition of any mechanics' or materialmans' lien or other lien against the Property which might materially affect the Property; and/or (h) any material adverse change in the financial condition of Developer. 15.4 Further Assurances. Developer shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to City all documents, and take all actions, reasonably required by City from time to time to confirm the rights created or now or hereafter intended to be created under the Loan Documents; to protect and further the validity, priority and enforceability of the City Deed of Trust; to subject to the Deed of Trust any property intended by the terms of any Loan Document(s) to be covered by the City Deed of Trust or otherwise to carry out the purposes of the Loan Documents and the transactions contemplated thereunder. Notwithstanding anything to the contrary set forth herein, the Developer shall have no obligation to execute any document, or take any action, which would (i) change a material term of any Loan Document, (ii) change or impair any material right of Developer and/or (iii) increase the liability of Developer or any partner thereof. 15.5 Annual Financial Statements. Developer shall deliver to City, within one hundred twenty (120) days after the end of each Calendar Year following issuance of a Certificate of Completion, (a) a certified public accountant reviewed balance sheet for Developer as of the end of such Calendar Year and a certified public accountant reviewed statement of profit and loss for Developer and for Developer's operations in connection with the Property for such Calendar Year, together with all supporting schedules, (b) a certificate of such certified public accountant that such documents were reviewed by such certified public accountant in accordance with generally accepted accounting principles and otherwise comply with generally accepted accounting principles review requirements, and (c) a certificate of Developer's Managing General Partner that such documents: (i) were prepared in accordance with generally accepted accounting 29 25L-73 EXHIBIT 3 principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to City, (ii) fairly present Developer's financial condition, (iii) show all material liabilities, direct and contingent, and (iv) fairly present the results of Developer's operations. Developer shall also provide the City with any other annual audit reports issued by other monitoring agencies upon written request. 15.6 Audits and Access to Records. Developer agrees that City, the U.S. Department of Housing and Urban Development, the Comptroller General of the United States or any of their authorized representatives shall have the right of access, upon reasonable notice, to any books, documents, papers, or other records of Developer which are pertinent to this Agreement in order to make audits, examinations, abstracts, excerpts or transcripts. Developer will maintain all books and records pertaining to this Agreement for a period of not less than five (5) years after all matters pertaining to this Agreement (i.e., audit, disputes or litigation) are resolved in accordance with applicable federal or state laws, regulations or policies, and when a period of affordability or recapture applies to Developer's activities, for a period of not less than five (5) years after the affordability period ends. 16. OTHER NEGATIVE COVENANTS While any obligation of Developer under the City Note or City Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that Executive Director otherwise consents in writing: 16.1 Default on Senior Loan. Developer shall not default on any of the Senior Loan documents, provided however, that Developer shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure. 16.2 Sale or Lease of Property. Unless and until Developer has received a Certificate of Completion for the construction from City, Developer shall not sell, lease, sublease or otherwise transfer all or any part of the Property or any interest therein without the prior written consent of the Executive Director, which consent may be withheld in the Executive Director's reasonable discretion. In connection with the foregoing consent requirements, Developer acknowledges that City relied upon Developer's particular expertise in entering into this Agreement and continues to rely on such expertise to ensure the satisfactory completion of the construction. Notwithstanding anything to the contrary contained herein, a "transfer" shall not include (i) a transfer of any general partner's interest in Developer when made in connection with the exercise by the Developer's limited partner (the "Limited Partner") of its rights upon a default by a general partner under the Developer's Partnership Agreement or upon a general partner's withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting general partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the general partner with a reasonable 30 25L-74 EXHIBIT 3 period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the Property to the managing general partner of Developer pursuant to the right of fast refusal or to the general partners of Developer pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's interest in accordance with the Partnership Agreement; and (iv) any sale, transfer or other disposition of an interest in a limited partner of the Developer. 17. CERTIFICATE OF COMPLETION Upon satisfactory completion of the construction and upon the request of Developer, or at its own election, the City of Santa Ana shall issue a Certificate of Completion. Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction. If City declines to furnish a Certificate of Completion after written request from Developer, the Executive Director shall, within thirty (30) days after receipt of the request, provide Developer with a written statement of the reasons therefore. The statement shall contain a description of the action Developer must take to obtain a Certificate of Completion. If the reason therefore is that the Developer has not completed a minor portion of the Construction, City may, in its sole and absolute discretion, issue the Certificate of Completion upon the posting with City of a bond or other form of security acceptable to the Executive Director in the amount of the fair value of the uncompleted work. A Certificate of Completion is not evidence of compliance with or satisfaction of the Loan Documents or any obligation of Developer to any other party whatsoever, including any holder of a mortgage or deed of trust. A Certificate of Completion is not "notice of completion" referred to in Section 3093 of the California Civil Code. 18. INDEMNIFICATION 18.1 Nonliability of City. Developer acknowledges and agrees that: (a) The relationship between Developer and City is and shall remain solely that of borrower and lender, City neither undertakes nor assumes any responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform Developer of any matter in connection with the construction, including matters relating to: (i) the performance of the construction work, (ii) architects, contractors, subcontractors and materialmen, or the workmanship of or materials used by any of them, or (iii) the progress of the construction; and Developer shall rely entirely on its own judgment with respect to such matters and acknowledges that any review, inspection, supervision, approval or information supplied to Developer by City in connection with such matters is solely for the protection of City and that neither Developer nor any third party is entitled to rely on it; (b) Notwithstanding any other provision of any Loan Document: (i) the City is not a partner, joint venture, alter -ego, manager, controlling person or other business associate or participant of any kind of Developer and City does not intend to 31 25L-75 EXHIBIT 3 ever assume any such status; (ii) City's activities in connection with the Loan(s) shall not be "outside the scope of the activities of a lender of money" within the meaning of California Civil Code Section 3434, as modified or recodified from time to time, and City does not intend to ever assume any responsibility to any person for the quality or safety of the Property; and (iii) City shall not be deemed responsible for or a participant in any acts, omissions or decisions of Developer; (c) City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property resulting from any construction on, or occupancy or use of, the Property, whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Developer or any of Developer's agents, employees, independent contractors, licensees or invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon; and (d) By accepting or approving anything required to be performed or given to City under the Loan Documents, including any certificate, financial statement, survey, appraisal or insurance policy, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 18.2 Indemnity. Developer shall defend (by counsel reasonably satisfactory to City), indemnify and save and hold harmless the Indemnitees from and against all claims, damages, demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising from or relating to (i) a breach of this Agreement by Developer; (ii) the making of the Loan(s); (iii) a claim, demand or cause of action that any person has or asserts against Developer; (iv) any act or omission of Developer, any contractor, subcontractor or material supplier, engineer, architect or other person with respect to the Property; or (vi) the ownership, occupancy or use of the Property. Notwithstanding the foregoing, Developer shall not be obligated to indemnify City with respect to the consequences of any act of illegal conduct, gross negligence or willful misconduct of City. Developer's obligations under this Section shall survive the cancellation of the City Loan Note, release and reconveyance of the City Deed of Trust, issuance of the Certificate of Completion, and termination of this Agreement. 18.2.1 Nothwithstanding the foregoing, neither Developer, nor any of its partners, shall be personally liable for any indemnification obligation hereunder which would result as the repayment of principal and/or interest under the Loan. 18.3 Reimbursement of City. Developer shall reimburse City immediately upon written demand for all costs reasonably incurred by City (including the reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether the same are independent contractors or employees of City) in connection with the enforcement of the Loan Documents and all related matters including all claims, demands, causes of action, liabilities, losses, commissions and other costs against which City is indemnified under the Loan Documents. Such reimbursement obligations shall 32 25L-76 EXHIBIT 3 bear interest from the date occurring twenty (20) days after City gives written demand to Developer and shall be secured by the City Deed of Trust. Such reimbursement obligations shall survive the cancellation of the Loan Note, release and reconveyance of the City Deed of Trust, issuance of a Certificate of Completion, and termination of this Agreement 19. INSURANCE, CASUALTY AND CONDEMNATION 19.1 Policies Required. While any obligation of Developer under the Loan Documents remains outstanding, Developer shall maintain at Developer's sole expense, with insurers either (i) admitted in California or (ii) are not admitted to California but have an A.M. Best Rating of "A" or above and reasonably approved by the City, the following policies of insurance in form and substance reasonably satisfactory to the City Attorney: (a) worker's compensation insurance and any other insurance required by law in connection with the construction; (b) prior to commencement and following completion of the construction, fire and hazard "all risk" insurance covering 100% of the replacement cost of the Improvements in the event of fire, lightning, windstorm, vandalism, malicious mischief and all other risks normally covered by "all risk" coverage policies in the area where the Property is located (including loss by flood if the Property is in an area designated as subject to the danger of flood); (c) upon commencement of the construction and at all times prior to completion of the construction, builder's risk -all risk insurance covering 100% of the replacement cost of all Improvements (including offsite materials) during the course of construction in the event of fire, lightning, windstorm, vandalism, earthquake, malicious mischief and all other risks normally covered by "all risk" coverage policies in the area where the Property is located (including loss by flood if the Property is in an area designated as subject to the danger of flood); (d) public liability insurance in the amount of $1,000,000 for "single occurrence"; (e) property damage insurance in amounts reasonably required by City from time to time, and in no event less than $1,000,000; and (f) any other insurance reasonably required by City. All such insurance shall provide that it may not be canceled or materially modified without thirty (30) days (ten (10) days for nonpayment of premium) prior written notice to City. The policies required under subparagraphs (b) and (c) shall include a "lender's loss payable endorsement" in form and substance satisfactory to City, showing the City as encumbrance. The City shall be named as an additional insured(s) in the policies required under subparagraphs (d) and (e) with primary coverage. Certificates of insurancb for the above policies (and/or original policies, if required by City) shall be delivered 33 25L-77 EXHIBIT 3 within ten (10) days after demand therefore, and prior to start of any construction work. All policies insuring against damage to the Improvements shall contain an agreed value clause sufficient to eliminate any risk of co-insurance. No less than ten (10) days prior to the expiration of each policy, Developer shall deliver to City evidence of renewal or replacement of such policy reasonably satisfactory to City Attorney. 19.2 RESERVED. 19.3 Claims and Proceedings. Developer shall give City immediate notice of any material casualty to any portion of the Property, whether or not covered by insurance, and of the initiation or threatened initiation of any proceeding for the condemnation or other taking for public or quasi -public use of any portion of the Property (collectively, "Condemnation"), and shall provide City with copies of all documents which pertain to any such casualty or Condemnation. Developer shall take all action reasonably required by City in connection therewith to protect the interests of Developer and/or City, and City shall be entitled (without regard to the adequacy of its security) to participate in any action, claim, adjustment or proceeding and to be represented therein by counsel of its choice. Developer shall not settle, adjust, or compromise any claim, action, adjustment or proceeding without prior written approval, which approval shall not be unreasonably withheld or delayed. 19.4 Delivery of Proceeds to City. In the event that, notwithstanding the "lender's loss payable endorsement" requirement set forth above, if the proceeds from any casualty insurance is in excess of $500,000, Developer shall, subject to any superior rights of the Senior Lender, deliver such proceeds to the City immediately upon receipt. 19.5 Application of Casualty Insurance Proceeds. Subject to the rights of the Senior Lender, any proceeds collected (the "Proceeds") under any casualty insurance policy described in this Agreement shall be disbursed to Developer as provided below, but only upon fulfillment of each of the following conditions (the "Restoration Conditions") within ninety (90) days (unless extended by mutual agreement of Developer and City) following the occurrence of the damage for which the Proceeds are collected: (a) Developer shall demonstrate to City's reasonable satisfaction that the Proceeds (together with amounts deposited by Developer pursuant to subparagraph (b)) will be adequate to repair the Improvements and to restore the fair market value of the Property, within two years (or such longer time period reasonably determined by City), to at least the value it had immediately prior to sustaining the damage. Such demonstration shall include delivery to City of (i) plans and specifications reasonably satisfactory to City, and (ii) a construction contract in form and content, and with a contractor, reasonably satisfactory to City. (b) To the extent that the Proceeds are insufficient to accomplish the restoration required above, Developer shall deliver to City (the "Shortfall Funds") in the amount of such shortfall, which funds shall be assigned to City as security for Developer's obligation hereunder and held and disbursed in the same manner as the Proceeds. 34 25L-78 EXHIBIT 3 (c) Developer shall execute such documents as City reasonably requires to evidence and secure Developer's obligation to use all amounts disbursed for the diligent restoration of the Property. (d) No Event of Default shall remain uncured. 19.6 Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall Funds to be disbursed to Developer shall be held by City and disbursed in accordance with then customary disbursement procedures and related provisions. Any amounts remaining undisbursed following completion of such restoration shall be returned to Developer up to the amount of any Shortfall Funds deposited by Developer, and any other amounts remaining shall either be paid to Developer or applied by City against any obligations to City that are secured by a lien on the Property, as they elect in their sole and absolute discretion. 19.7 Failure to Satisfy Conditions. In the event that Developer fails to fulfill the Restoration Conditions within ninety (90) days (unless extended pursuant to Section 19.5) following the date on which the damage occurs, the Proceeds shall be applied by City against any obligations to City that are secured by a lien on the Property, and the selection of which such obligations to apply the Proceeds against shall be made by City in their sole and absolute discretion, subject to the rights of the Senior Lender. 19.8 Reserved. 19.9 Condemnation; Treatment of Compensation. Subject to any superior rights of Senior Lender, Developer hereby assigns to the City, as security for all obligations to City secured by a lien on the Property, all amounts payable to Developer in connection with any Condemnation, and any proceeds of any related settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, Developer shall deliver such remaining Compensation to City immediately upon receipt. If the taking results in a loss of the Property to an extent that, in the reasonable opinion of City, renders or is likely to render the Property not economically viable or if, in City's reasonable judgment Developer's security is otherwise impaired, City may apply the Compensation received due to judgment or settlement in connection with any condemnation or other taking to reduce the unpaid obligations secured in such order as City may determine, and without any adjustment in the amount or due dates of payments due under the Note. If so applied, any award in excess of the unpaid balance of the Note and other sums due to City shall be paid to Developer or Developer's assignee. City shall have no obligation to take any action in connection with any actual or threatened condemnation or other proceeding. 19.9.1 Notwithstanding the foregoing, as long as the value of City's liens are not impaired, any condemnation proceeds may be used by the Borrower for repair and/or restoration of the Project. 19.10 Waiver of Subrogation. Developer hereby waives all rights to 35 25L-79 EXHIBIT 3 recover against the City (or any officer, employee, agent or representative of the City) for any loss incurred by Developer from any cause insured against or required by any Loan Document, to be insured against; provided, however, that this waiver of subrogation shall not be effective with respect to any insurance policy if the coverage thereunder would be materially reduced or impaired as a result. Developer shall use its best efforts to obtain only policies which permit the foregoing waiver of subrogation. 20. DEFAULTS AND REMEDIES 20.1 Events of Default. The occurrence of any of the following, whatever the reason therefore, shall constitute an Event of Default by Developer: (a) Developer fails to make any payment of principal or interest under the City Loan Note when due, and such failure is not cured within fifteen (15) Business Days after Developer's receipt of written notice that such payment was not received when due; (b) Developer fails to perform any other obligation for the payment of money under any Loan Document, and such failure is not cured within fifteen (15) Business Days after Developer's receipt of written notice that such obligation was not performed when due; (c) Developer fails to perform any obligation (other than the obligations described in subparagraphs (a) and (b) above) under any Loan Document, and such failure is not cured within thirty (30) days after Developer's receipt of written notice that such obligation was not performed; provided that, if cure cannot reasonably be effected within such thirty (30)-day period, such failure shall not be an Event of Default so long as Developer (in any event, within ten (10) days after receipt of such notice) commences to cure, and thereafter diligently (in any event within ninety (90) days after receipt of such notice) prosecutes such cure to completion; (d) Any representation or warranty in any Loan Document proves to have been incorrect in any material respect when made; (e) Reserved; (f) Work on the construction ceases for ninety (90) consecutive days for any reason (other than governmental orders, decrees or regulations, acts of God or any other deity, strikes or other causes beyond Developer's reasonable control), provided that the same do not, in the aggregate and in the City's reasonable judgment, threaten to delay the completion of the construction beyond the required completion date set forth in this Agreement; (g) Developer is enjoined or otherwise prohibited by any Governmental Authority from constructing and/or occupying the improvements and such injunction or prohibition continues unstayed for ninety (90) days or more for any reason; 910 25L-80 EXHIBIT 3 (h) Developer is dissolved, liquidated or terminated, or all or substantially all of the assets of Developer are sold or otherwise transferred without the Executive Director's prior written consent; or (i) Developer is the subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Developer applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Developer and the appointment continues undischarged or unstayed for ninety (90) days; or Developer institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to it or any part of its property; or any similar proceeding is instituted without the consent of Developer and continues undismissed or unstayed for ninety (90) days; or any judgment, writ, warrant of attachment or execution, or similar process is issued or levied against any property of Developer and is not released, vacated or fully bonded within ninety (90) days after its issue or levy. (j) Any of the Senior Loan documents is amended, supplemented or otherwise modified without City's prior written consent, which consent shall not be unreasonably withheld, to the extent the City's consent is required pursuant to any subordination agreement between the City and the Senior Lender. 20.2 Remedies Upon Default. Upon the occurrence and during the continuance of any Event of Default, City may, at its option and in its absolute discretion, do any or all of the following: (a) By written notice to Developer, declare the principal of all amounts owing under the Loan Documents, together with all accrued interest and other amounts owing in connection therewith, to be immediately due and payable, regardless of any other specified due date; provided that any Event of Default described in Section 20.1 shall automatically, without notice or other action on City's part, cause all such amounts to be immediately due and payable; (b) In its own right or by a court -appointed receiver, take possession of the Property, enter into contracts for and otherwise proceed with the completion of the construction by expenditure of its own funds; (c) Exercise any of its rights under the Loan Documents and any rights provided by law, including, without limitation, the right to seek specific performance and the right to foreclose on any security and exercise any other rights with respect to any security, all in such order and manner as City elects in its sole and absolute discretion; and, (d) Suspend or terminate the award of HOME funds if Developer fails 37 25L-81 EXHIBIT 3 to comply with any term of that award. 20.3 Cumulative Remedies: No Waiver. City's rights and remedies under the Loan Documents are cumulative and in addition to all rights and remedies provided by law. The exercise by City of any right or remedy shall not constitute a cure or waiver of any default, nor invalidate any notice of default or any act done pursuant to any such notice, nor prejudice the City in the exercise of any other right or remedy. No waiver of any default shall be implied from any omission by City to take action on account of such default if such default persists or is repeated. No waiver of any default shall affect any default other than the default expressly waived, and any such waiver shall be operative only for the time and to the extent stated. No waiver of any provision of any Loan Document shall be construed as a waiver of any subsequent breach of the same provision. City's consent to or approval of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act. The City's acceptance of the late performance of any obligation shall not constitute a waiver by City of the right to require prompt performance of all further obligations; City's acceptance of any performance following the sending or filing of any notice of default shall not constitute a waiver of either party's right to proceed with the exercise of its remedies for any unfulfilled obligations; and City's acceptance of any partial performance shall not constitute a waiver by City of any rights. 20.4 Nonrecourse Liability. Neither Developer, nor any partner of Developer, shall have any personal liability under this Agreement, or the attached Note and Deed of Trust, and any judgment, decree or order for the payment of money obtained in any action to enforce the obligation of Developer to repay the loan evidenced by such documents shall be enforceable against Developer only to the extent of Developer's interest in the Property. 21. MISCELLANEOUS 21.1 Obligations Unconditional and Independent. Notwithstanding the existence at any time of any obligation or liability of City to Developer, or any other claim by developer against City, in connection with the Loan or otherwise, Developer hereby waives any right it might otherwise have (a) to offset any such obligation, liability or claim against Developer's obligations under the Loan Documents, or (b) to claim that the existence of any such outstanding obligation, liability or claim excuses the nonperformance by Developer of any of its obligations under the Loan Documents. 21.2 Notices. All notices, demands, approvals and other communications provided for in the Loan Documents shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows: If to Developer: Santa Ana Village LP c/o Jamboree Housing Corporation 17701 Cowan Avenue, Suite 200 Irvine, CA 92614 Attn: President If to City: City of Santa Ana M 25L-82 EXHIBIT 3 Executive Director (CDA) 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 With a copy to: City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non -receipt of any notice as the result of a change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such notice. 21.3 Survival of Representations and Warranties. All representations and warranties in the Loan Documents shall survive the making of the Loan described herein and have been or will be relied on by City notwithstanding any investigation made by either party. 21.4 No Third Parties Benefited. This Agreement is made for the purpose of setting forth rights and obligations of Developer and the City, and no other person shall have any rights hereunder or by reason hereof. 21.5 Binding Effect: Assignment of Obligations. This Agreement shall bind, and shall inure to the benefit of, Developer and City and their respective successors and assigns. [Redundant of Section 16.2] 21.6 Prior Agreements: Amendments: Consents. This Agreement (together with the other Loan Documents) contains the entire agreement between the City and Developer with respect to the Loan and the Property, and all prior negotiations, understandings and agreements are superseded by this Agreement and such other Loan Documents. No modification of any Loan Document (including waivers of rights and conditions) shall be effective unless in writing and signed by the party against whom enforcement of such modification is sought, and then only in the specific instance and for the specific purpose given. 21.7 Governing Law. All of the Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of California and Federal law, whichever is more stringent. Developer irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of Orange or the United States District Court of the Central District of California, as City may deem appropriate, in connection with any legal action or proceeding arising out of or relating to this Agreement or the Loan Documents. Assuming proper service of process, Developer also waives any objection regarding personal or in rem jurisdiction or venue. 25L-83 EXHIBIT 3 21.8 Severability of Provisions. No provision of any Loan Document that is held to be unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of the Loan Documents are hereby declared to be severable. 21.9 Headings. Article and section headings are included in the Loan Documents for convenience of reference only and shall not be used in construing the Loan Documents. 21.10 Conflicts. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, this Agreement, unless otherwise expressly provided, shall prevail; provided however that, with respect to any matter addressed in both such documents, the fact that one document provides for greater, lesser or different rights or obligations than the other shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 21.11 Time of the Essence. Time is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein. 21.12 Conflict of Interest. No member, official or employee of the City shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement which is prohibited by law. 21.13 Warranty Against Payment of Consideration. Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 21.14 Nonliability of City Officials and Employees. No member, official or employee of City shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Developer or successor, or on any obligation under the terms of this Agreement. 21.15 Plans and Data. As additional collateral for the Loan, Developer hereby grants to the City a security interest in all plans and data concerning the Property, subject to the rights of any Senior Lender. Such right of City shall be subject to any right of the preparer of the plans to their use. 21.16 Authority to Enter Agreement. 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 the 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. Eflo 25L-84 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date set forth at the beginning of this Agreement. DEVELOPER SANTA ANA VILLAGE LP, a California limited partnership By: JHC-Santa Ana Village LLC, a California limited liability company, Managing General Partner By: Jamboree Housing Corporation, a California nonprofit public bhnefit corporation, Manager A By: _4' YY/ li Name: MlCtQA n Title: S A. Ifi � 41 25L-85 EXHIBIT 3 ATTEST: CITY OF SANTA ANA Maria D. Huizar Raul Godinez II Clerk of the Council City Manager Dated: Dated: APPROVED AS TO FORM: SONIA R,)WV, ILHO, City Attorney AsWtant Cf ty Attorney Dated: 0 11,411.6 RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency 42 25L-86 EXHIBIT 3 EXHIBITS A. Legal Description B. Scope of Work C. Project Budget D. City/HOME Loan Deed of Trust E. City/HOME Loan Note F. Affordability Restrictions on Transfer of Property 43 25L-87 EXHIBIT 3 Exhibit A,* Legal Description F •• Form No. 1068-2 ALTA Plain Language Commitment Commitment No.: NCS-82A'196-A�SAL T q Page Number:4 "MOT J 1. 2. lijl LA SCHEDULE A Commitment Date: January 30, 2018 at 7:30 A.M. Policy or Policies to be issued: (A) ALTA Owner's Policy To Be Determined Proposed Insured: To Be Determined (B) ALTA Loan Policy ALTA Extended Loan Policy Proposed Insured: To Be Determined (A) The estate or interest in the land described in this Commitment is: Fee (B) Title to said estate or interest at the date hereof is vested in: Santa Ana Village LP, a California Limited Partnership Amount $To Be Determined $To Be Determined The land referred to in this Commitment is situated in the City of Santa Ana, County of Orange, State of California, and is described as follows: PARCEL "B" AS SHOWN ON LOT LINE OF ADJUSTMENT NO. 91-01, AS EVIDENCED BY DOCUMENT RECORDED JUNE 17, 1991 AS INSTRUMENT NO. 91-306696 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING ALL OF PARCEL 1 OF PARCEL MAP FILED IN BOOK 80, PAGES 32 AND 33 OF PARCEL MAPS, RECORDS OF SAID ORANGE COUNTY, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, TOGETHER WITH A PORTION OF SAID LOT "I" OF TRACT NO. 13804, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHERLY TERMINUS OF THAT CERTAIN COURSE IN THE WESTERLY LINE OF SAID LOT "I" SHOWN AS "N 0038'52" W 102.24"' ON SAID MAP; THENCE NORTH 890 21' 08" EAST 8.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 890 21' 08" EAST 6.00 FEET; THENCE SOUTH 00 38' 52" EAST 25.42 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 61.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 21° 02' 22" AN ARC LENGTH OF 22.40 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 59.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE, FROM AN INITIAL RADIAL LINE WHICH BEARS NORTH 680 18' 46" EAST, THROUGH A CENTRAL ANGLE OF 210 02' 22" AN ARC LENGTH OF 21.67 FEET; THENCE SOUTH 0° 38' 52" EAST 40.58 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 110.00 FEET; THENCE SOUTH EASTEF�6V1112jEFdD CURVE, THROUGH A CENTRAL ANGLE OF Form No. 1068-2 ALTA Plain Language Commitment Commitment No.: NCS-@29WA-A1 -r q J Page Number:5 r—A f.Sg6� 190 14' 30" AN ARC LENGTH OF 36.94 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 50.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, FROM AN INITIAL RADIAL LINE WHICH BEARS SOUTH 700 06' 38" WEST, THROUGH A CENTRAL ANGLE OF 240 54' 33" AN ARC LENGTH OF 21.74 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 110.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, FROM AN INITIAL RADIAL LINE WHICH BEARS SOUTH 45° IT 05" WEST, THROUGH A CENTRAL ANGLE OF 220 02, 09" AN ARC LENGTH OF 42.31 FEET TO A POINT IN THAT CERTAIN COURSE IN THE EASTERLY LINE OF SAID LOT "I" SHOWN AS "NORTH 00 40' 13" WEST 132.34"' ON SAID MAP; SAID POINT LYING 7.00 FEET NORTHERLY ALONG SAID COURSE, FROM ITS SOUTHERLY TERMINUS; THENCE SOUTH 00 40' 13" EAST 7.00 FEET TO SAID SOUTHERLY TERMINUS, THENCE ALONG THE SOUTHERLY, EASTERLY AND NORTHERLY LINES OF SAID PARCEL 1 THE FOLLOWING COURSES: NORTH 890 32' 17" EAST 268.75 FEET; NORTH 00 35' 48" WEST 211.42 FEET; SOUTH 890 33' 30" WEST 317.87 FEET; AND WESTERLY AND SOUTHWESTERLY ALONG A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 17.00 FEET, THROUGH A CENTRAL ANGLE OF 900 12' 22" AN ARC LENGTH OF 26.76 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS NOW AND HEREAFTER IN, ON AND UNDER THAT PART OF SAID LAND BUT WITHOUT ANY RIGHT OF ENTRY UPON SAID LAND OR WITHIN SAID TOP 500 FEET THEREOF FOR ANY PURPOSES WHATSOEVER, AS RESERVED BY THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES, A CORPORATION SOLE, IN THE DEED RECORDED MAY 28, 1976 IN BOOK 11753, PAGE 849 OF OFFICIAL RECORDS. EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS NOW AND HEREAFTER IN, ON AND UNDER THAT PART OF SAID LAND BUT WITHOUT ANY RIGHT OF ENTRY UPON SAID LAND OR WITHIN SAID TOP 500 FEET THEREOF FOR ANY PURPOSES WHATSOEVER, AS RESERVED IN A DEED RECORDED MAY 28, 1975 IN BOOK 11754, PAGE 935 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ALL OIL, MINERAL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET UNDER SAID LAND, WITHOUT RIGHT OF SURFACE ENTRY, AS RESERVED BY D&D DEVELOPMENT COMPANY, A CALIFORNIA CORPORATION, IN DEED RECORDED JULY 10, 1991 AS INSTRUMENT NO. 91-356825 OF OFFICIAL RECORDS. APN: 144-341-07 (Affects: Portion of said land) and 144-551-51 (Affects: Portion of said land) 25L-90 EXHIBIT 3 Exhibit Be. Scope of Work 25L-91 EXHIBIT 3 SCOPE OF WORK & SCHEDULE OF PERFORMANCE I. SCOPE OF DEVELOPMENT: The property address of the site subject to this agreement is 3312 W. First Street, at the intersection of Jackson Street and 1st Street, in the Harbor Mixed Use Transit Corridor Specific Plan. The development site consists of two parcels held as one, of 66,994 square feet total (or 1.5 acres). The development site is currently vacant. The development is a seventy-six (76) unit affordable housing development. A mix of seventy-one (71) 1-bedroom, and five (5) 2-bedroom will be spread throughout the new construction building. The building height is (3) stories. Surface parking will be striped for 30 parking spaces. Parking will be accessed via the North-east side of the property off First Street. The overall height, set -back and parking restrictions for the project is consistent with the fabric of the surrounding neighborhood. The design of Santa Ana Veterans Village will reflect a contemporary interpretation of Spanish revival architecture. The project will have characteristic stucco walls, colorful tile accents, arches, and ornamental metalwork. The red s- the mansard roof will provide a flat surface to bide HVAC equipment and racks for the solar hot water and PV energy generation. Santa Ana Veterans Village is designed to serve the needs of homeless veterans. The project will have approximately 6,717 square feet of service/amenity space. Residents will have the unique opportunity to receive on -site services and programing that are designed to be responsive to the specific needs of each individual resident. Individual counseling offices, group counseling room, and a multipurpose conference rooms will be used to provide residents with counseling and medical services that address mental health and substance abuse issues as well as therapeutic services. The four individual offices and four individual counseling offices are all approximately 135 square feet. Additionally, veterans will receive counseling/courses on daily living skills that includes budgeting, cooking, grocery shopping, paying rent on time and how to be a good neighbor/tenant. Other dedicated service/amenity space for residents includes the following: a computer lab, lounge space, fitness room, exterior recreational space that includes BBQ area with picnic tables, sport court, reflection area, fire pit / lounge seating area, and bike storage area. The building will have a common laundry facility with 8 washer/dryers. II. SCHEDULE OF PERFORMANCE: /• W6:d►14:7\/ 1. Insurance. Developer shall furnish or cause to be furnished appropriate certificates of insurance and/or endorsements to City which meet all requirements of the Agreement As a Condition Precedent to disbursement of any portion of the loan, but no later than ten days after close of escrow. 25L-92 EXHIBIT 3 B. PROJECT FINANCING 1. Receipt of All Funding Commitments Necessary to Complete Not later than thirty (30) days Construction of the Improvements. Developer shall use its best before Construction Close. and good faith efforts to secure irrevocable funding commitments from TCAC, Senior Lender, and other available funding sources which when combined with the Loans shall equal no less than the total cost to construct the Improvements, as set forth in the approved Project Budget. Developer shall submit such commitments to City for review. 2. Approval of Developer's Evidence of Financing. City must Not later than twenty (20) approve Developer's evidence of financing as required by business days after receipt of a the Agreement. complete submittal from Developer C. CONSTRUCTION OF IMPROVEMENTS 1. Management Plan. Developer shall submit its proposed No later than (30) business days Management Plan to City for review and approval. before construction close. 2. Approval of Management Plan. City shall review and approve, Within fourteen (14) days of approve with conditions, or disapprove the Management Plan. receipt of submittal from Developer. Revision to Management Plan. Developer shall revise Within fourteen (14) days of Management Plan if conditionally approved or disapproved by receipt of disapproved City. Management Plan from City. 4. Approval of Revised Management Plan. City shall review and Within fourteen (14) days of approve, approve with conditions, or disapprove revised receipt of a complete submittal Management Plan. of revised Management Plan from Developer, but not later than 120 days prior to project completion. 5. Commencement of Construction of the Improvements. No later than January 1, 2019 Developer shall cause the Construction of the Improvements to be commenced by Contractor. 6. Completion of Construction of the Improvements. Developer On or before November 1, 2020 (subject to shall complete all work of the Construction of the extension by City based upon substantial Improvements. progress toward completion of construction by Developer). 25L-93 EXHIBIT 3 7. Release of Construction Covenants. City to famish Developer with a Release of Construction Covenants. Within thirty (30) days of receipt of Developer request and only after Developer's satisfactory completion of the Construction of the Improvements. 25L-94 EXHIBIT 3 The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing between Developer and the City Manager or his/her designee ("City Manager"), and City Manager is authorized on behalf of City to agree to make such revisions as he deems reasonably necessary. The City Manager, in his/her sole discretion, may elect to bring to the City Council for consideration and action any modifications to this Schedule of Performance. It is understood that the Schedule of Performance is subject to all of the telms and conditions set forth in the text of the Agreement. The summary of the items of perfolmance in the Schedule of Performance is not intended to supersede or modify the more complete description in the text of the Agreement; in the event of any inconsistency between the Schedule of Performance and the text of the Agreement, the text shall govern. In the event the City Manager deems it necessary to bring to City Council for consideration one or more modifications to this Schedule of Performance, the discretion to do so is expressly reserved to the City Manager. The time periods set follh herein for City approval of plans and drawings and other submittals that are submitted to City by Developer shall only apply and commence upon Developer' s complete submittal of all the required information. In no event shall an incomplete submittal by Developer trigger any City obligations of review and/or approval hereunder; provided, however, that City shall notify Developer of an incomplete submittal as soon as is practicable and in no event later than the applicable time set forth for City action on the particular item in question. If any of the foregoing performance measurements are not met then it will be deemed a default as defined in Section 20 and any remedies shall be cured according to said Section of the Agreement. 25L-95 EXHIBIT 3 Exhibit C 96 Project Budget 25L-96 EXHIBIT 3 Santa Ma A]lsC Ileetiv Prolecl Budget COSTS FUNDING SOURCES eYroHw v,:we:am mi ies.i lmel PeMb IPq..m sbo-xco RnWMYI ReNal CYnpnm C b CwnmertYl COm�nn ems... TOYI LmYglnq by 1➢RCE11,- UB00 Pemmnm W1Y-USOL OL Cwnmuldy FwMamn - UG1ge CbuYy SXHP FwN rLlfyof 9tN+ MCMOJ FWe /y1P WeffW oiwtipar Fee Xm19 FYVN+Ibn SOURCES TOM leaser MlYtl Loelw Vale N.M,W> fI.ATA» SLt]SA>3 3?Pt?[O] 5393.Y> _ SIeWAW LeOi6tbevOCoab b v ltvua co- W0 nuAW mf4Boo Y+aoW BIObYI i4]1AO. b S41f4000 n140W G 3Ltl5,0]] 1Lv12000 b51W W n n M]I40W nw " bn IYLotl b b x e b b LeYI Y>n f41Y,000 n f4114000 nfABPo b i1.Y40T l;mlA00 b5L- W b b i4]tABW PannarM Rekotlm {B b TW IRetralbn b Y b m b m b Y b b b ORSm Y b SN WM prE Matl 39i1 ]!9 3I lY Sn f.1W V]L]Y 54w.5vee ImNwAa SIL9]S.W] SnA]S.pP n930A]] iB.1AAP nu,9ai YJp� Sll}]S.OA F n two,WA s]po.WO iw.w> rvlR GmremlR im].i5] � ie8]5» YB]?9 cwleebwo+.m..e w u cwm.w]Fmma b b (imenlln bwelce nY,oG nY,oG su.- ua4L6s taYl Lenbu:lbn SIi.lY.lm b sf>.Inlm Mm fe Sa.mam lM4R] G b b b itS,lY,lm 5 v0.W] 5 SxsO.W] Tom,uewemnca,b nW,BW b nea000 nb.BW w b u w b n b nmeao So9>.B» is50.am N9BAw Tebls e,E I YW.BW b S.BSmB sYo.ow w b n b Y wB.Wo wm �ncBlry a LmnW ibzYW uG?]u u.GnW sertcemc ��veeaos Su55Y ioulmm rt c®b 3. b Sl.mu]s {Lb;ns b iB b Y b uY;>G CvcPLti>nlnan lMem4 S9BA>Gs. iYO� 39tBAW �� hn Fee sIa9,5U] bay.Ye sIY,501 ila9.'Al Cndl Erivmment6 Fee b b *Yee comBlltmwll Y W Ra N's el.Mkw SB b bmnm Gmeu.6n G9,aW SWFm im W] 39,w> ]L eMRewN Feae - iI;BA LTp11 mB.PA iW'� O Bank' n3.W] Lnpl4 iA.BtO ��] TeY10eGtwlbnE 11.3e46G n N. MSG f1.NAG W b A b m b ie 31.Av.sG Wan Yin Fwe ilm,:e[ 511 5]. il4],mi TRaaN Xenr H5,[W Oli SIS. flS W] TeblPelmefwe Fberc Ytl,mx b faexYx llex.mt Y b n b Y P 11s;Yx Ca¢BICIwI LaMef Le I nPo,tlA ® WY 5190.W] b, � 15wL el Fees 5t TaYI vlFwe {Im.NO m GW.wtl lIeB.WO Y b b m S1BB.W0 Reuro ib].Ax1 nN.O]1 ib>.Ble W>AI TOYIG IYIImORYefYe S]m.m< W;B14 1m.m1 $------------ m n G m W1,011 Ymo 3].SA n,HO. nb] larny nxo nWo am] nsoo baswm.11bls9aiG SWpW sso.aW sW.aW bonoo OSer'Pvbbn'en n9,OL YMgp .650W " GS]D] TeY10. bSSMYe ItBB.BW Y YBBBA {iW.BA n m b SB Yaa,004 iWL /IbclM1brvbr Fen 31]5W] ® 51]54L Iasl Pelmil Feet IIB1?W nif.3A 451.M INIM' /lea b /Levu 5110,BT f110W i110.¢O s110.01 Pvb 6 Remvton 30 b SBnWS b Sa b TnRcfeea n b VASY VJaNf b Vhb1 FeN b dnrlm Fne 3TI M` - i9f1AN 5911 b>f 39116N F 3m9.4W SYe!N m)BaOI sY9M myrW b Y filer; lR:S fees. s9 'b N 'IPm bW4 re'vMlevdn i15 i15?5W m>LSB] SI., IOUe]Cwb fiBM]N b n.Bn.A1 n.oxB,IN b b G b m b n SU BUS]OTN. 19.Ias,Yl W IZ/.ImNI it},1N,G1 WIbIttU bOpG l;tl?000 m b Suom> 0.wbe Fee/RnrllnYPmM11 n]BBAW 3?3NFtl1 3R9.b1 5]'A:W] b90.m3 33,Ao.BA TolelOrvab rCwb o0 32ABAPo nte,ml b !n b b n B WB.BN W Y.ABAW TOTLLOEVEIDPLEM LOST . IA,]M.Yl Y tA.>G.YI IY,vO4,Y5 {LAOAW II.GB.BW f;btA00 3mLB5] 17t0.0A mm.� 1YBFPo SID.]S4Y) 25L-97 EXHIBIT 3 Santa Ana Veterans Village ("SAW") Sources & Uses City of Santa Ana Initial Preforms 02/15/17 FUNDS NEW OR ELIGIBLE ELIGIBUE NOT TOTAL Land at $2,404,372 Per Acre or $55.20 Per SF TOTAL 4,400,000 ACQUISITIONUSEVOF 0 0 0 0 4,400,000 57,895 Existing Structure 0 0 0 0 0 0 0 Other Acquisition Costs 0 0 0 0 0 0 0 Hard Cost Residential 14,888,155 195,897 12,975,000 0 12,975,000 0 12,975.000 0 170,724 Site Improvements 971.749 0 971,749 0 971,749 0 12,786 General Conditions, Profit& Overhead 5.00% 697,337 0 697,337 0 697,337 0 9.175 GC Bond/Insurance/ Letter of Credit 1.75% 244,068 0 244,068 0 244.068 0 3,211 Hard Cost Contingency 11.00% 1,637,730 0 1.637.730 0 1,637,730 0 21,549 Construction Interest (3.62%) at Penn. Rate+-2( 3.62% 974.315 0 423.996 0 423.996 550,319 12,820 Bridge Interest at 10.00% 5,753 0 0 0 0 5,753 76 Construction Loan Fees 149,500 0 149.500 0 149,500 0 1,967 Permanent Loan Fees 118.425 0 0 0 0 118,425 1.558 Bridge Loan Fees 37 0 37 0 37 0 0 4% Related Costs / Cost of Issuance 0 0 0 0 0 0 0 Accounting&Audit 35,000 0 35,000 0 35.000 0 461 Appraisal/Market Study 15.000 0 15.000 0 15,000 0 197 Architecture (Architect, Landscape Architect) 750,000 0 750,000 0 750,000 0 9,868 Civil Engineering 150,000 0 150,000 0 150,000 0 1.974 Construction Manager 0 0 0 0 0 0 0 Consultants ( CM, Geo, LEED, Utilities, exc.) 340,000 0 340,000 0 340.000 0 4,474 Environmental (EIR, Phase I, Asbestos, exc.) 50,000 0 50.000 0 50,000 0 658 Financial Advisor/ Syndication Consultant 0 0 0 0 0 0 0 Furnishings Impact Fees 439,400 0 439,400 0 439,400 0 5,782 911.633 0 911,633 0 911.633 0 11,995 Lease -up & Marketing Expenses 110,000 0 0 0 0 110.000 1,447 Legal 190.000 0 145.000 0 145,000 45.000 2.500 MHSA Construction Period Fees 0 0 0 0 0 0 0 Operating& Debt Service Reserve (-mos/debt) 303,074 0 0 0 0 303,074 3.988 Other (Admin. Repro. & Reimb.) 15,000 0 15,000 0 15,000 0 197 Other (Bank Inspections) 25.000 0 25,000 0 25.000 0 329 SNHP Local Application Fee 29,120 0 29,120 0 29,120 0 383 Bridge Loan Costs 314.000 0 0 0 0 314.000 4,132 Permit Fees 281,200 0 281,200 0 281,200 0 3,700 Property Taxes and Insurance 217,500 0 187.500 0 187,500 30,000 2.862 PV - solar hot water +rooftep solar 300,000 0 300,000 0 300.000 0 3,947 Replacement Reserve 0 0 0 0 0 0 0 Soft Cost Contingency 7.50% 325,645 0 325,645 0 325,645 0 4,285 Tax Credit Fees(App., Man.,& Res.) 135,000 0 2,000 0 2,000 133,000 1,776 Title B Recording 45.000 0 32,250 0 32.250 12.750 592 Developer Overhead 0 a 0 0 0 0 0 Developer Fee 2 20a aaa1 01 1 40D 000 1 0 1,400,000 800 a00 28 947 25L-98 EXHIBIT 3 DEBT ASSUMPTIONS IRvrlpalAmwnt a.myapel Cmraer¢WnLaen Mmre¢r Pam x8M BMp Rate 1Am --¢.seal Fune¢-GILR¢bTm 0.W% t.FunplBmtls .NMGurplue FUMryFomutllb Front is NeeGc0. mFm¢e]I NK•i•e Ap. RemWga% 1OPDX Lors4icti'n/BMpa Wen OrlBine&n Fee% 1 0.0oX I.ertler F�ana �^ILua^..i Lqm C., Dab IMM Aup-A PLepNAmwMlRaquealml _ FrexntceblSeMm ete,353 Pr.I,IAmount EtgibN Max Rbt SarAoi B10.BH AnYROA.(M M,) �0.M•,e10 60� DELTA Inbnyflab 6E]Y MR 6 Lon0.yWeen Fea%: L__O.IS; Smeaiq Fw Rat. a GaNlp G D31 M6—. b 4We N rvrrum Galn YESITS.or YES LAMar .OWr1uIgTrWilsl BTmmMWSIW Moon ,O¢b IMMMT jr-'* 9uhNVDcna AllarVxa.cY 1.�I,a1S NWi}i Arruunl(Rogaae-) nstl a wp.]OI RLrlpnl A.....,iae 0.74,173 DELTA wLo`J nmo .(Menb.) ieol Nlare.RAS MR 5T,% 1]SI Inn Mpbupm Fea% __ _ 1i0Y SmuYAp FireWb 0.W% SaNanD Fro(FlreG or DS) MISS hr ute In M1Snin—Geln YES Leber Flue Rm•tlarr-oN TI Lom LYeLp Oeb (MMM'1 JerrW 0.bla R'utlp¢IAReque¢t 11 Nlax.ble 20 PmpaAmourm DELTA 2. _ 120� M..Ran(bbnna) Ntmeuwb 1 ]Pelt I LII! Gm gi-R Fee%'._Lm% Man M SmYY�lnp- Fee flam DS) BV.V in E., Inum MIXED San WNNmamcaMm YES YESub LeNar AaeruYYvtwB• Sar¢Iear Coax— of COMPOUNDED Lom LbMp Dab IMMTYI J. MmrOae NWJpt 1YES or NO) RE, P,MZ Anarnt Dn toatMl 0 NtluGa N Pninum Gain YES Mbnss Pab D.el% Pry Rab OAa% Lem Gywem Fee% I.W% Lmdm YSWte Nbn•I Ymtppe Ainrlo,NolntEYES U NDI W Loon Go4l Dab(VM Ynp] Intl We In MMum WN YES Rrooi Arroo.t 0 MOl 0 M.—t Rrw NEW Nb e.Yl% LaNang F.Neb F. No O.W% $mvtly Fu (For DBl Ind.Ind.in MWmum Geln YES TES Leber GVN FLOW WRFWGE (I) ...Level L_.__9 L. GIw4q Dab (MM Jand3 A—lnbn¢IYES or NO) YES .01. 1 �— DT BNq'eer LcnpviMM SIMPLE In .Y ft. ]JM%t A.RNtl[a11YESm N01 YES Pma WAvaiaAeGlhM1 t___BSW% IMWa In Mnhmn Gain YES alommean(BNnNe) a Tmm(Monw) Inai Weld A Nro Onto. YES Lmtlm GLGrmmnmlly FaunMbn Wo3Am Level 4 B) Loan Go¢Inp Dale (MM'tYl Apr-20 Aww Nmmal(YESm NO) Rro,or vunt Ijm.LGf EYES lm NbnYRale ArnpleorLmmaetlM AirttlW PMgpel ND) wi,LE W PemnlolA(Wntfr Lam Fbw SDT% ��.e _TSGB0% in Win roluoliTo-( YES e) Aon 0 Term (EL^-Na) .) DeP� Loon CbuG 61nfo Enbrei] Clom AInto YES LeMm Lounly YN9A1 De40Wm Laval _III Lam GWry Dow(mM PprZO AamnlnbnA(YESUNO) TE9 Rlrclpal Armml _ EPI3Zi Bifpb er CnrymtleG 91tlPLE NbmL RAe 91O1G Almeae PMtlpal (YESm NO) W PmwnlWAvailaA.G¢M1Fbw L—_WN% Irstltle In Mnhwn Gain YE9 Al Uon(Wnuel 0 To-(..) Lon Lbem S Inb EnterM YES LeMv CMe1sv4Aw-cWO1nm D' D Om Levd Loan Wdnp Dab (MWYY) Apr-20 A—NbnM(YFSa N0) YES 25L-99 EXHIBIT 3 FTnatwlNmu^I SW63 6lmgew CmryaMeO Cllaleel Ram � Hm9n POrylyllYFSw NOSIMPLE ) NO Pe�mnlPlAvalade Geal, Flaw YOG',1L InduMMMnbnmG YES �Mnumm LAnta EnlereC] YES a, TemllM1knRa) (' ml DEVELOPER PROFIT ANALYSIS / EQUITY INVESTMENT NID aa0 AA ANE ZIZI mA . pi PIBOavabPmml Lom I]eC,3 0 POSA CtlbOmlbn CbNry Cea10 .4 IOLmi SS%CwrybtlM Cea.10 0 SX,% 63%Gmpbtim 9ep1B I1p.Q9' SOIN% nwxmn seo-te a % C— w�.maaon amn Rcle 0 . EO.% x Manmaanwu son Feo-20 22aa00 w canro�aan v.nnMS. MS. 0 Sm %MnNe Mer Perm EonveNm Au9'20 0 RwaIp10NN D—O' I.Im.O.%1 �0.401L .% %I.MNe AMrRenmlAMkvennn( Beam 0 C.00% Lerbm 0.1aM Oenbpr Fi, O SIWu u. t Lom CWNOab (MM O—S, O .N,smlm$E NO) YES InbR4Nb 0.6rx yrryMwConPWMW COMPOUNOE0 Pwmnlal llawecashmw Im00%' AnpNe Pft4NI)YFSw NO) YES Mantua. )M1bnNa) 0 (.IUMIn Mn' Cab NO Lam Cbeel6lnb EnbeeEi YES L_fjmp00 Oevtleper Fee(ParpevtlPPorl� TTMMM flemtlnlnp 9amnm ant W Yr16-LumnlAsamp. et26%/3 0 Rwa@nap Be4nroeMOl Yr lSuekq TF/S% 0 M-N.TWCFee (Pa Wrlm) P% 13m.Om &ppe Lawn Mer Conro�ebi ]m,53i Maa PoMNMl TGAC Fes (P% SaWs) S,tOS,p]5 Yss CerobgrFee For O% ;Sm,Om MNIiuPobx AwbparFn 900,Om Total Cuaent Uses 29.355AE7 Amount to Add/ Subirad InTotal USM 0 TOTAL DESIRED USES )`29.355,{E) T 1,5,19.901 C.hPm61 DEFERRED FEE PRINCIPAL AMOUNT F—SSU.099' 09 J E.... DSIESd Profit 2,200,000 TOTAL PROFIT fb•ml erne CMnPM f-'�""i:ax] CreaAPUte t" 00 RPI&P..n 0.m% Ro.SryFeatw O.% tQ8 A.OUM NW%2"Is LP65LP IlarftMOUNT W.Po% EpUT'AYOUM OFIPENNY tSOp)6 E0111YAYOUM OFIPEMIY 0 Max Availade Annual Federal Crocks 2.636300 REQUESTED CREDIT RESERVATIONS T�1,2Km%J Max Available Annual State Credits 6759950 IONS mveatw Nllnw Im'_E9u9). APPIwa 6PereenmpalC—Et Rem IAi-P..pwc) IZK ,426 AmI b . LMmd PeNar(Nq 0 ueww Ranee cmm PJNx' sq o UHTClnning Llxrcra meAapamr o uNreesm w)a.m o sdm cmetl AeMWr 9 Lamr P TOTALTOTAL YYREO PARTNER tSAm,A26 C .rY Pvbw Epu% u] T'IbiCiPl FouMatbn ITSd wl m�aFunda m,m0J Ncn otn OC ..- �GOK, 0 gemwtpeb �101*, FEOERALTA%CRETRS Prepee'oPnMlLoan a0 a0 D— SSNN6 0 GmaatX&+I Cbirq 0 0 M1B 1.OJOx NON SS%CempYlbn 0 0 On10 Om%( 0 60%=Ft, n 0 0 Seo-lp 0.SN% 0 36NO., bn 0 p 9aP19 0.LWY 0 Cmahu[Lm blbn 9 12 per 19 OLM% 0 X Mnlna Anv GPm Ym S 1a F.. OW1L 0 McCamenbn Z WmIm AMrPerm Lanw.bn 3 ID Pa¢10 A 20 Opgm% `OLGgL_ 12.Yapm 0 RwlPliem A 24 Oea-. 3MM m7,013 ZLbnllu Afler 14n1al AatlFromanl 0 2a Lto2p �O.OIdfL 0 25L-100 EXHIBIT 3 Santa Ana Veterans Village ("SAW") Unit Mix A Target ng Cityof Santa Ana Init.] Profo.8 02/15117 AVERAGE AFFORDABILITY 30% a UNIT MIX TOTAL NET GROSS 30% 75 99% BEDROOMS UNITS MGR PERCENT UTILITY MONTHLY 35% 0 0% ALLOWANCE0 _ 40% 0 0% 0 0 0 0% 0 0 45% 0 0% 1 71 1 95% 0 18,957 221,484 50% 0 0% 2 4 0 5%. 0 1,068 12,816 55% 0 0% 3 0 0 0% 0 0 0 60% 1 1% 4 0 0 0% 0 0 0 MONTHLY GROSS VLI, LI NO.OF NO.OF SET- SF CONTRACT UTILITY PER UNIT MONTHLY ANNUAL RENTISF SLI. MKT UNIT DESCRIPTION PERCENT UNITS BEDROOMS, ASIDE PER UNIT RENT ALLOWANCE NET RENT INCOME INCOME PER YEAR TOTAL OR AVERAGE 06 30% 39,980 534 534 20,025 240.300 5.20 25L-101 EXHIBIT 3 Santa Ana Veterans Village ("SAW") Overhang Tranche Unit Mix B Targeting City of Santa Ana Version: Ineial Profanna ReWsedO2/15/fl AVERAGE AFFORDABILITY 30% , 'UNIT MIX 30% 75 100% EIR UNITS MGR PERCENT NET GROSS UTILITY MONTHLY ANNUAL 35% 0 0% ALLOWANCE0 40% 0 0% 0 0 0 0% 0 0 45% 0 0% 1 71 0 95% 0 0 1,118,676 50% 0 0% 2 4 0 5% 0 0 82,896 55% 0 0% 3 0 0 0% 0 0 0 0% 0 0% 4 0 0 0% 0 0 0 ET PUBLIC NET GROSS NO. OF NO. OF SET. SF TCAC UTILITY TCAC SUBSIDY MONTHLY ANNUAL RENTISF UNIT DESCRIPTION PERCENT UNITS BEDROOMS ASIDEPER UNIT' RENT ALLOWANCE. RENT RENT'(FMR) RENT INCOME PER YEAR I UNITS C TOTAL OR AVERAGE. 75 30% 39,330 534 534 3,040 1,201,572 28.73 25L-102 cM H m 2 W gv� NN �mmo {+po NU �m_$uf°o goou�oog m��nm�an s. dd dd .Fw:E� cn d$a$"d �$ s a�E5 ug m E3�u.1 r-MuV9. aW � 'g $uq'SS �0 $5_�Egg. Fr'qQ�Fe pqg@ °a4g 59oeegg. 3b i`3 ia'Es8 ��83�YJ133So= 2S1 -1 1 8 -s ............... ....... v..................... ,...... ... 9a""'IIPI' I" A•• } IP'R(�•-A((1'IP'PB11'S(A* yy !h N NN N I NNN it ........ m X !9 „fl N .� .--- �II Il N N _....�I _.. �. ,I W............... .... N P9 - NN --- N -iI ' N I N N .�._[ I• If INN ......�- II 11 V II ....11 .!. ............... ----�(9!!N 1ll .._.-......N 1,11111 .... I ............... NN --- ............... .. ......... NI. ... 2,_. .. ............... II __...� ._.. ... a --fl llJ N... N Ilil9N_ Il' d§• ( ............... . .....N ` 11 fl 11 . . ii li !Ili ......I .. ; . ............... ........a........... ��N i......_._........ NNNN I` r .-..... fill! Il°N 'AEI ' ....................' ..... ...... .......... N N II it ...N ............... _ _ _ N'NN II H NN'IN �II °' s' ......a ............... ............i ....... _...1.. _.....3....-f !I�N TIP II •n !• !P• ! ............... ...1_,., ....:�..._. (....l....(_..... �I�N li ' 11 •('i f g' ............... .... ....3....._.e S.2........R... -IEI- I J'N 1 ,h, R [I _" T ; ................ ....I.aA------ ................ �I �I i� e.... ii ` fl ............... .....i•!a._....ye_........_........_ ! it II .... !I N ° ............... ...1.i.1e......:P�.l..e; .I..............,P •,•a. n ................ a.i.(1.......ia.i ................Q-_.. f....I II II ............... .. }. ----------------- .S• 43 ...______..... ....._ e_i.i ......:ie.a____...i...N.... e . ............... ..}. i�l .......ie.i. _.._._............ lIINII -P'R• aP' :_......... . HII E. ...____. .. Ree PI P6•ry ....3P WEE — II ll.� .. P..� .E' :3 fl N II I B ..... ,._ . A �. �� � j _ __° II 1�--31!!'i �9i e3=v-AIi�{K�i _ !�� v 1 33 t vvoo-9 � iSP.55iSa 4 S 3 3 2 3 e �� i 1 9 !! I 1 e•!I,INU j's (tall, jul" ] t d! �} El 103:11:1190 Exhibit Do. City/HOME Loan Deed of Trust 25L-105 EXHIBIT 3 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council CITY HOME DEED OF TRUST AND ASSIGNMENT OF RENTS (3312 W. First Street, Santa Ana, California) THIS CITY DEED OF TRUST AND ASSIGNMENT OF RENTS (the "City Deed of Trust") made this 21 day of August, 2018 by Santa Ana Village LP, a California limited partnership (the "Trustor"), AmeriNat, a Minnesota corporation (the "Trustee"), and the City of Santa Ana, a charter city and municipal corporation (the 'Beneficiary"). Trustor, in consideration of the promises herein recited and the trust herein created, irrevocably grants, transfers, conveys and assigns to Trustee, in trust, with power of sale, the property located in the City of Santa Ana, County of Orange, State of California, described in the attached Exhibit A and more commonly known as 3312 W. First Street (the "Property"); TOGETHER with all the improvements now or hereafter erected on the Property, and all easements, rights, appurtenances and all fixtures now or hereafter attached to the Property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the Property covered by this City Deed of Trust; TOGETHER with the right, power and authority during the continuance of these Trusts, to collect the rents, issues, and profits of the Property, reserving unto the Trustor the right, prior to any default by Trustor in payment of the indebtedness secured by this City Deed of Trust or in the performance of any agreement under this City Deed of Trust, to collect and retain these rents, issues and profits as they become due and payable; and, TOGETHER with all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected, or hereafter to be erected, on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be 25L-106 EXHIBIT 3 erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner; and all of the foregoing, together with the Property, is herein referred to as the "Security"; To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever; TO SECURE to the Beneficiary (a) the repayment of the sums evidenced by a promissory note to the Beneficiary executed by Trustor of even date herewith in the principal amount of THREE HUNDRED AND FIFTY-TWO THOUSAND, NINE HUNDRED, SIXTY-TWO DOLLARS AND NINETY CENTS ($352,962.90) (the "City HOME Loan Note"); (b) the performance of the covenants and agreements of Borrower contained in a certain Loan Agreement as hereinafter defined; and (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this City Deed of Trust; and the performance of the covenants and agreements of Trustor contained herein. TRUSTOR AND THE BENEFICIARY COVENANT AND AGREE AS FOLLOWS: 1. The Loan Agreement. This City Deed of Trust is executed and delivered, along with the City Loan Note and the Loan Agreement, to benefit the Property. A copy of said Loan Agreement is on file as a public record with the Beneficiary and is incorporated herein by reference (the "Agreement"). Trustor acknowledges that but for the execution of this City Deed of Trust, the Beneficiary would not enter into the Agreement or City Loan Note secured by this City Deed of Trust. 2. Trustor's Estate. Trustor is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Security; that except as disclosed on the Title Policy insuring the City Deed of Trust, the Security is not encumbered except for obligations secured by deeds of trust, or any other security agreement, to secure financing or refinancing for the purchase and rehabilitation of the Property. 3. RepMMent of the Loan. Trustor will promptly repay, when due, the principal and interest, as required by the City Loan Note secured by this City Deed of Trust. 4. Subordination. This obligation secured by this City Deed of Trust shall be subordinated to the Senior Loan. 5. Prior Mortgages and Deeds of Trust: Charges: Liens. Trustor shall perform all of Trustor's obligations under any mortgage, deed of trust or other security agreement with a lien which has priority over this Instrument, including Trustor's covenants to make payments when due (subject to an applicable notice and cure provisions). Trustor will pay all taxes, assessments and other charges, fines and impositions attributable to the Security 2 25L-107 EXHIBIT 3 which may attain a priority over this Deed of Trust, by Trustor making any payment, when due, directly to the payee thereof. Trustor will promptly furnish to the Beneficiary all notices of amounts due under this paragraph, and in the event Trustor makes payment directly, Trustor will promptly discharge any lien which has priority over this Deed of Trust; provided that Trustor will not be required to discharge the lien of the Deed of Trust securing any senior lender or any other lien described in this paragraph so long as Trustor will agree in writing to the payment of the obligation secured by such lien in a manner acceptable to the Beneficiary, or will, in good faith, contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the Security or any part thereof. 6. Hazard Insurance. Trustor will keep the Security insured by such insurance policies in such amounts and for such periods as called for in the Agreement. All insurance policies and renewals thereof will include a standard mortgagee clause with standard lender's endorsement in favor of the holder of any senior lender and the Beneficiary as their interests may appear and in a form acceptable to the Beneficiary. The Beneficiary shall have the right to hold, or cause its designated agent to hold, the policies and renewals thereof, and Trustor shall promptly furnish to the Beneficiary, or its designated agent, the original insurance policies or certificates of insurance, all renewal notices and all receipts of paid premiums. In the event of loss, Trustor will give prompt notice to the insurance carrier and the Beneficiary or its designated agent. The Beneficiary, or its designated agent, may make proof of loss if not made promptly by Trustor. The Beneficiary shall receive 30 days (10 days for nonpayment of premium) advance notice of cancellation of any insurance policies required under this Section. Unless the Beneficiary and Trustor otherwise agree in writing, insurance proceeds, subject to the rights of any senior lender, will be applied to restoration or repair of the Security damaged, provided such restoration or repair is economically feasible and the security of this City Deed of Trust is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this City Deed of Trust would be impaired, again, subject to the rights of any senior lender, the insurance proceeds will be used to repay the loan secured by this Deed of Trust, with the excess, if any, paid to Trustor. If the Security is abandoned by Trustor, or if Trustor fails to respond to the Beneficiary, or its designated agent within 30 days from the date notice is mailed by either of them to Trustor that the insurance carrier offers to settle a claim for insurance benefits, the Beneficiary, or its designated agent, is authorized to collect and apply the insurance proceeds at the Beneficiary's option either to restoration or repair of the Security or to repay the loan. If the Security is acquired by the Beneficiary, all right, title and interest of Trustor in and to any insurance policy and in and to the proceeds thereof resulting from damage to the Security prior to the sale or acquisition will pass to the Beneficiary to the extent of the sums secured by this City Deed of Trust immediately prior to such sale or acquisition subject to the rights of any senior lender. 7. Preservation and Maintenance of Security. Trustor will keep the Security in good repair and will not commit waste or permit impairment or deterioration of the Security. 25L-108 EXHIBIT 3 8. Protection of the Beneficiards Security. If Trustor fails to perform the covenants and agreements contained in this City Deed of Trust or if any action or proceeding is commenced which materially affects the Beneficiary's interest in the Security, including, but not limited to, default under the City Deed of Trust securing any senior lender, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then the Beneficiary, at the Beneficiary s option, upon notice to Trustor, may make such appearances, disburse such sums and take such action as it determines necessary to protect the Beneficiary s interest, including, but not limited to, disbursement of reasonable attorneys' fees and entry upon the Security to make repairs. Any amounts disbursed by the Beneficiary pursuant to this paragraph, with interest thereon, will become an indebtedness of Trustor secured by this City Deed of Trust. Unless Trustor and the Beneficiary agree to other terms of payment, such amount will be payable upon notice from the Beneficiary to Trustor requesting payment thereof, and will bear interest from the date of disbursement at the rate payable from time to time on outstanding principal under the City Loan Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts will bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph will require the Beneficiary to insure any expense or take any action hereunder. 9. Inspection. The Beneficiary may make, or cause to be made, reasonable entries upon and inspections of the Security during normal business hours; provided that the Beneficiary will give Trustor reasonable prior written notice of inspection. 10. Forbearance by the Beneficiary Not a Waiver. Any forbearance by the Beneficiary in exercising any right or remedy will not be a waiver of the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by the Beneficiary will not be a waiver of the Beneficiary's right to accelerate the maturity of the indebtedness secured by this City Deed of Trust. 11. Remedies Cumulative. All remedies provided in this City Deed of Trust are distinct and cumulative to any other right or remedy under this City Deed of Trust or any other document, or afforded by law or equity, and may be exercised concurrently, independently or successively. 12. Successors and Assigns Bound. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the Beneficiary and Trustor subject to the provisions of this City Deed of Trust. 13. Joint and Several Liability. All covenants and agreements of Trustor shall be joint and several. 14. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to Trustor provided for in this City Deed of Trust will be given by certified mail, return receipt requested, addressed to Trustor at 17701 Cowan 4 25L-109 EXHIBIT 3 Avenue, Suite 200, Irvine, CA 92614, Attn: President, with a copy to Union Bank, (b) any notice to the Beneficiary will be given by certified mail, return receipt requested, to the Beneficiary at 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California 92702, Attention: Housing Division Manager, or at such other address as the Beneficiary may designate by notice to Trustor as provided above, and (c) to Trustee at 8121 E. Florence Avenue, Downey, California 90240. Notice shall be effective as of the date received as shown on the retain receipt. 15. Governing Law. This City Deed of Trust shall be governed by the laws of the State of California. 16. Severability. In the event that any provision or clause of this City Deed of Trust or the City Loan Note conflicts with applicable law, such conflict will not affect other provisions of this City Deed of Trust or the City Loan Note which can be given effect without the conflicting provision, and to this end the provisions of the City Deed of Trust and the City Loan Note are declared to be severable. 17. Captions. The captions and headings in this City Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof. 18. Default in Foreclosure: Remedies. Upon Trustor's breach of any covenant or agreement of Trustor in this City Deed of Trust or the City Loan Note secured by this City Deed of Trust, including, but not limited to, the covenants to pay, when due, any sums secured by this City Deed of Trust, the Beneficiary may declare all sums secured by this City Deed of Trust immediately due and payable by delivering to Trustor notice thereof specifying: (1) The breach; (2) the action required to cure such breach; (3) a date not less than 30 days from the date the notice is received by Truster as shown on the return receipt, by which such breach is to be cured provided, however, that if such default is not reasonable susceptible to being cured within 30 days, Trustor shall have a reasonable period to cure the defect so long as Trustor is diligently prosecuting the cure to completion; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this City Deed of Trust and sale of the Security. The notice will also inform Trustor of Trustor's right to reinstate after acceleration and the right to bring a court action to assert the non-existence of default or any other defense of Trustor to acceleration and sale. The City Note contains additional cure periods granted to Trustor's limited partner and no event of default shall have occurred until and unless the Trustor's limited partner fails to cure such breach during such cure period. If the breach is not cured on or before the date specified in the notice or such longer period as provided above or in the City Loan Note or the Agreement, the Beneficiary, at the Beneficiary's option, may: (a) declare all of the sums secured by this City Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by California law; (b) either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and 25L-110 EXHIBIT 3 without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and, notwithstanding the continuance in possession of the Security, the Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any uncured breach, including the right to exercise the power of sale; (c) commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (d) deliver to the Trustee a written declaration of default and demand for sale, pursuant to the provisions for notice of sale found at California Civil Code Sections 2924, et seq., as amended from time to time; or (e) exercise all other rights and remedies provided herein, in the instruments by which Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. Notwithstanding anything to the contrary herein, Beneficiary hereby agrees that any cure of any default made or tendered by Trustor's limited partner shall be deemed to be a cure by Trustor and shall be accepted or rejected on the same basis as if made or tendered by Trustor. The Beneficiary shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph, including, but not limited to, reasonable attorneys' fees. 19. Trustor's Right to Reinstate. Notwithstanding the Beneficiary's acceleration of the sums secured by this City Deed of Trust, Trustor will have the right to have any proceedings begun by the Beneficiary to enforce this City Deed of Trust discontinued at any time prior to 5 days before sale of the Security pursuant to the power of sale contained in Us City Deed of Trust or at any time prior to entry of a judgment enforcing this City Deed of Trust if (a) Trustor pays the Beneficiary all sums which would be then due under this City Deed of Trust and no acceleration under the City Loan Note has occurred; (b) Trustor cures all breaches of any other covenants or agreements of Trustor contained in this Deed of Trust and the Affordability Restrictions on Transfer of Property, (c) Trustor pays all reasonable expenses incurred by the Beneficiary and the Trustee in enforcing the covenants and agreements of Trustor contained in this City Deed of Trust and the Affordability Restrictions, and in enforcing the Beneficiary's and the Trustee's remedies, including, but not limited to, reasonable attorneys' fees; and (d) Trustor takes such action as the Beneficiary may reasonably require to assure that the lien of this City Deed of Trust, the Beneficiary's interest in the Security and Trustor's obligation to pay the sums secured by this City Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this City Deed of Trust and the obligations secured hereby will remain in full force and effect as if no acceleration had occurred. 6 25L-111 EXHIBIT 3 20. Acceptance by Trustee. Trustee accepts this Trust when this City Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party to this City Deed of Trust of pending sale under any other deed of trust or any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 21. Reconvevance. Upon payment or forgiveness of all sums secured by this City Deed of Trust, the Beneficiary will request the Trustee to reconvey the Security and will surrender this City Deed of Trust and the City Loan Note to the Trustee. The Trustee will reconvey the Security without warranty and without charge to the person or persons legally entitled thereto. Such person or persons will pay all costs of recordation, if any. 22. Substitute Trustee. The Beneficiary, at the Beneficiary's option, may from time to time remove the Trustee and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee will succeed to all the title, power and duties conferred upon the Trustee herein and by applicable law. 23. Request for Notice. Trustor requests that copies of the notice of default and notice of sale be sent to Trustee at the address set forth in Section 14 above. 24. Nonrecourse Liability. Neither Trustor nor any partner of Trustor shall have any personal liability under the Loan Agreement, City Loan Note, and this City Deed of Trust and any judgment, decree or order for payment of money obtained in any action to enforce the obligation of Trustor to repay the loan evidenced by such documents shall be enforceable against Trustor only to the extent of Trustor's interest in the Property. 25. Extended Use Agreement. Beneficiary acknowledges that Trustor and the California Tax Credit Allocation Committee have or intend to enter into an extended use agreement. Beneficiary acknowledges and agrees that, in the event of a foreclosure of its interest under this Deed of Trust or delivery by Trustor of a deed in lieu thereof (collectively, a "Foreclosure"), the following rule contained in Section 42(h)(6)(E)(ii) of the Code shall apply: For a period of three (3) years from the date of Foreclosure, with respect to any unit that had been regulated by the extended use agreement, (i) none of the eligible tenants occupying those units at the time of Foreclosure may be evicted or their tenancy terminated (other than for good cause, including but not limited to, the tenants' ineligibility pursuant to Section 42 of the Code), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. 7 25L-112 EXHIBIT 3 IN WITNESS WHEREOF, Tcustor has executed this City Deed of Trust as of the date first written above. DEVELOPER SANTA ANA VILLAGE LP, a California limited partnership By: JHC Santa Ana Village LLC, a California limited liability company, Managing General Partner By: Jamboree Housing Corporatio , a California noiiprpfirublic nefit corporation, Manager /% A / I By: Name: Title: 25L-113 EXHIBIT 3 Exhibit Ee. City/HOME Loan Note 25L-114 EXHIBIT 3 CITY HOME LOAN NOTE SECURED BY SUBORDINATED DEED OF TRUST TO THE CITY OF SANTA ANA, CALIFORNIA (3312 W. First Street, Santa Ana, California) $352,962.90 August 21, 2018 Santa Ana, California 1. Principal Amount of Loan For value received, SANTA ANA VILLAGE LP, a California limited partnership ("Borrower") promises to pay to the order of THE CITY OF SANTA ANA ("City"), at 20 Civic Center Plaza, 6' Floor, Santa Ana, California 92701, or at such other place as the City may from time to time designate in writing, or to the assignee of the City, the principal sum of THREE HUNDRED AND FIFTY-TWO THOUSAND, NINE HUNDRED, SIXTY-TWO DOLLARS AND NINETY CENTS ($352,962.90) or so much thereof as shall be disbursed hereunder, with three percent simple interest (3%) commencing upon filing of Notice of Completion. City and Borrower have heretofore entered into that certain Loan Agreement dated concurrently herewith (the "Loan Agreement"), pertaining to the acquisition and rehabilitation of certain real property described in the Loan Agreement as the "Property," commonly known as 3312 W. First Street, Santa Ana, California, and the operation of the Property as affordable housing for Extremely -Low, Very -Low and Low Income households. This City HOME Loan Note (the "Note") is made pursuant to, entitled to the benefits of and referred to as the City Loan Note in the Loan Agreement; that certain "Affordability Restrictions on Transfer of Property" between Borrower and City, dated on or about the date hereof; and that certain Subordinated City Deed of Trust and Assignment of Rents between Borrower and City, dated on or about the date hereof (the "City Deed of Trust"). This Note, the Loan Agreement, the Affordability Restrictions on Transfer of Title, and the Deed of Trust are sometimes collectively referred to herein as the "Loan Documents." The Loan Documents and the rights and responsibilities inure to the benefit of the City of Santa Ana. Any capitalized term which is not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement. 2. Definitions. For the purpose of calculating the payments to be made by Borrower to City pursuant to this Note, the following terms shall have the following respective meanings: "Acquisition Costs" shall mean the costs and expenses of Borrower to acquire the Property, as set forth in the Project Budget attached to the Loan Agreement. "City Loan" shall mean the loan evidenced by this Note. 25L-115 EXHIBIT 3 "City's Percentage" with reference to the Residual Receipts, shall mean 50% or the prorated percentage of the total amount of funds contributed after Santa Ana Village, LP, retains fifty percent of the Residual Receipts, whichever is less, of the City's share of the total Residual Receipts from the Property as further described in Section 5 hereof. If other lenders to the Property are also repaid from Residual Receipts, City's Percentage shall be reduced proportionally to the ratio that the original principal amount of the Loan bears to the original principal amount of all loans being repaid from Residual Receipts multiplied by 50%. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. "Closing Costs" shall mean: (i) In the case of a Sale, reasonable brokerage commissions payable to a broker as a result of the Sale, which shall not in any event exceed the customary amount charged -for similar transactions in the immediate market place, costs of title insurance premiums, documentary stamp taxes, escrow fees, recording charges, loan repayment charges and other costs reasonably incurred with respect to the Property, in each case actually paid by Borrower as a condition of the Sale. (ii) In the case of a Refinancing, the reasonable and necessary costs of consummating such Refinancing, including, without limitation, loan fees, loan repayment charges, costs of title insurance premiums, escrow fees, recording fees, attorneys' fees and costs of Lender required repairs or reserves. "Gross Revenues" shall mean all revenues and receipts of every kind actually received by Borrower from operating the Property, and all parts thereof, including, but not limited to, income from both cash and credit transactions, rental from leased and/or subleased spaces and parking fees and charges (but not including security deposits and other tenant deposits, except to the extent such deposits are forfeited to the Borrower under the tenant's lease). Gross Revenues does not include any insurance proceeds other than any rental interruption insurance proceeds. Any credit consideration shall be included in Gross Revenues at the time cash proceeds (principal, interest and/or other) are received. Borrower shall establish and maintain accounts for the Gross Revenues (the "'Project Accounts") that are segregated from revenues and income received by Borrower from all other projects. Gross Revenues shall also include all interest earned on the Project Accounts to the extent interest is released from the Project Accounts. Gross Revenues do not include the proceeds of any loans or capital contributions made to Borrower, Refinancing Proceeds or Sale Proceeds. "Operating Expenses" shall mean the sum of the following: (i) payments of principal and interest and all other charges relating to the Senior 25L-116 EXHIBIT 3 Loan(s), exclusively including required payments under the MUFG Union Bank, N.A. loan, the Orange County Community Foundation Loan and the County of Orange Loan (any additional loans to the project must be approved by the City); (ii) a property management fee no greater than 8% of gross rents; (iii) Owner Partnership Management and Asset Management Fees not to exceed 5% of gross rents; (iv) Deposits into required reserves required by any lender or Borrower's Partnership Agreement; (v) all other actual, reasonable cash operating costs and expenses, calculated on an annual basis, that are directly attributable to managing and operating the Property and the Borrower, including, without limiting the generality of the foregoing, the following: costs and expenses for real and personal property taxes, special assessments or similar charges; water, fuel, electricity and other utilities; heating, ventilation and air conditioning expenses; labor; supplies; tools; equipment; insurance; advertising and marketing; accounting and legal fees; brokerage commissions and other leasing expenses; reasonable reserves for all anticipated expenses as approved by the City; and other such items constituting operation, maintenance and repair costs actually paid by the Borrower, subject to the following conditions: (a) Depreciation and amortization expenses shall not be considered Operating Expenses, except as otherwise provided herein. (b) Reserved. (c) Any expenses, compensation or fees paid to any affiliate of Borrower shall only be included as Operating Expenses to the extent they are not in excess of the reasonable expenses, compensation or fees which would be payable to unrelated third parties in arms -length transactions for similar services in the Santa Ana, California area. (vi) Any other expenses necessary to meet senior lender requirements and requirements of Borrower's limited partner, or its assignee, as set forth in Borrower's Agreement of Limited Partnership (the "Partnership Agreement"), including, without limitation, repayment of any loans to the Borrower by a partner or tax credit recapture or deficiency payments. (vii) Deferred Developer Fees. (viii) A social services administrative fee. "Project" shall mean the acquisition and rehabilitation of the Property by Borrower pursuant to the Loan Agreement. 25L-117 EXHIBIT 3 "Property" shall mean the real property located at 3312 W. First Street, Santa Ana, California described in the City Deed of Trust. "Refinancing" shall mean changing the then existing financing on the Property by, without limitation, modifying final maturity date of the existing Senior Loan, increasing the stated maximum principal amount of the existing Senior Loan, paying off the existing Senior Loan in full and obtaining new Senior Loan. "Refinancing Proceeds" shall be disbursed as set forth in Section 7 hereof. "Residual Receipts" shall mean the Gross Revenues from the Property, for each year, less deductions for Operating Expenses from the Property, applicable to each such year to the extent not already deducted as an Operating Expense. "Sale" shall mean any transfer, assignment, conveyance or lease (other than to a tenant for occupancy or a transaction set forth in Section 15(c) hereof) of the Property or any portion thereof, or any interest therein by the Borrower, and includes any transfer, assignment or sale of any partnership interest in the Borrower by an individual or entity which is a general partner in the Borrower, or any interest by any individual or entity which holds an interest in any such general partner in the Borrower, which brings the cumulative total of all such direct and indirect transfers, assignments and sales during the term of this Note to more than forty-nine percent (49%) of the ownership interests in the Borrower, and any such transfer, assignment or sale of a direct or indirect partnership interest thereafter. Sale includes a sale in condemnation or under threat thereof. Sale does not include dedications and grants of easements to public and private utility companies of the kind customary in real estate development, nor transfers of Limited Partnership interests or transfers of General Partner interests caused by the removal of the General Partner pursuant to the terms of the Partnership Agreement. "Sale Proceeds" shall be disbursed as set forth in Section 8 hereof. "Senior Loan" shall mean the senior loan being made by MUFG Union Bank, N.A., concurrent to the City Loan for payment of a portion of the Acquisition and Rehabilitation Costs, and shall include any subsequent loan that refinances the initial Senior Loan. "Term" the term for repayment of this Note shall mean fifty-five (55) years from the date of recording. 3. Loan Repayment. Borrower shall make payments to the City as provided in Sections 5 (Residual Receipts), 7 (Refinancing Proceeds), 8 (Sale Proceeds) and 10 (Accelerated Loan Repayment). 4. Operating Capital Improvement Loan. rd 25L-118 EXHIBIT 3 If the replacement reserve account ("reserves") is depleted due to unforeseen repairs and the General Partner makes a loan to the Partnership, the reserves must be fully funded to their original level prior to repayment of said loan. Such loan shall be repaid with net cash flow prior to the residual receipt split. The outstanding loan balance will be reflected in the annual report. 5. Annual Loan Repavment. a. After any deferred Developer Fee has been paid, as set forth hereinabove, the Borrower shall thereafter make a loan payment to the City annually, in the amount of the lesser of the outstanding balance due under this Note or the City's Percentage of the Residual Receipts, as provided in this Section 5. b. Within one hundred twenty (120) days after the year in which the rehabilitation of the Project is completed, and on or before the 120th day of each Calendar Year thereafter, the Borrower shall submit to the City a detailed statement of Gross Revenues and Operating Expenses attributable to the Property for the applicable Calendar Year, along with a computation of the amount of the Residual Receipts applicable to such Calendar Year with which to make a City Loan payment then due. c. Except as otherwise provided in Section 4, the Borrower shall pay to the City fifty percent (50%) of the Residual Receipts as payment of principal and interest under its loan. The remaining amount of the Residual Receipts shall remain with the Borrower to be used by Borrower as determined by the General Partners of Borrower, including, without limitation, for distribution to the partners of the Borrower. d. The Residual Receipts payment shall be made not later than one hundred fifty (150) days after the close of the Calendar Year. Such payment shall be applied first to any accrued but unpaid interest, if any, then to reduce the principal balance of the loans. 6. Reserved. 7. Loan Repayment from Refinancing Proceeds. The Borrower shall make a loan payment to the City from every Refinancing that occurs during the term of this Note not to exceed the outstanding balance of principal and interest on this Note, to the extent of the City's Percentage of the Refinancing Proceeds (if any), as follows: the cash proceeds from such Refinancing shall be applied first to pay Closing Costs; next, the amount necessary to pay in full all amounts owing on the Senior Loan; next, the Borrower shall pay to the City fifty percent (50%) of the then remaining unapplied Refinancing Proceeds not to exceed the outstanding balance on this Note. The remaining Refinancing proceeds shall remain with Borrower to be used by Borrower as determined by the General Partners of Borrower, including, without limitation, for distribution to the partners of the Borrower. Such payment shall be due within 30 days of the date of such Refinancing, and shall be applied first to any accrued but unpaid interest, then to reduce the principal balance of the Loans. The City shall not be 25L-119 EXHIBIT 3 required to reconvey the lien of the Deed of Trust if Sale Proceeds are insufficient to repay the City Loan in full. 8. Loan Repayment from Sale Proceeds. The Borrower shall make a loan payment, not to exceed the outstanding balance of principal and interest on this Note, to the City from any Sale that occurs during the term of the City Loan, to the extent of the City's Percentage of the Sale Proceeds, as follows: gross sale proceeds are applied first to pay Closing Costs, next to pay in full all amounts owing on the Senior Loan; next the Borrower shall pay to the City fifty percent (50%) of the then remaining unapplied Sale Proceeds, not to exceed the outstanding amount of principal and interest due on this Note. This fifty percent (50%) represents the total payment due under the City Note. The remaining Sale Proceeds shall remain with Borrower. Such payment shall be due on the date of such Sale, and shall be applied first to any accrued but unpaid interest, then to reduce the principal balance of the Loans. The City shall not be required to reconvey the lien of the Deed of Trust if Sale Proceeds are insufficient to repay the City Loan in full. 9. Buy Out Option. Prior to the initial disbursement under this Note, the Borrower shall grant to the City a Right of First Refusal (subject to any purchase option and/or right for first refusal granted to one or more of the general partners of the Borrower) (the "City Right of First Refusal") to acquire the Property if Borrower desires to transfer the Property to an entity which is not affiliated with one or more of Borrower's general partners. The City Right of First Refusal shall be in form and substance acceptable to the City and shall comply with all applicable Tax Credit requirements. 10. Accelerated Loan Payment. The full principal amount outstanding plus accrued but unpaid interest thereon, shall be due and payable on the earlier to occur of the following: a. Sale or Refinancing of the Property as provided further in Section 15 hereof, unless: (i) in the case of a Sale in which the City's Percentage of the Sale Proceeds are insufficient to repay in full the City Loan, the City approves such sale -and the purchaser assumes the balance of the City Loan in accordance with the terms of this Note; or (ii) in the case of a Refinancing in which the City's Percentage of the Refinancing Proceeds are insufficient to repay in full the City Loan, the City approves such Refinancing and the Borrower remains obligated pursuant to the terms of this Note. or b. if an Event of Default occurs pursuant to Section 16 hereof c. The date that is fifty five (55) years after the date of execution of this Note. On 0 25L-120 EXHIBIT 3 that date, the City agrees to review the performance of the Property and consider in good faith any reasonable request by Borrower to modify the terms or extend the Term of this Note. 11. Prepayment Borrower may prepay the outstanding principal balance under this Note, in whole or in part, together with any accrued but unpaid interest, if any, and other sums owed to the City under this Note, if any, at any time without penalty. 12. Lawful Money. Principal and interest are payable in lawful money of the United States of America. 13. Application of Pavments; Late Charges. a. Any payments received by the City pursuant to the terms hereof shall be applied first to sums, other than principal and interest, due the City pursuant to this Note, next to the payment of all interest accrued to the date of such payment, and the balance, if any, to the payment of principal. b. If any payment is not received by the City within ten (10) days following the due date thereof, then in addition to the remedies conferred upon the City pursuant to this Note and the other Loan Documents, (i) a late charge of four percent (4%) of the amount due and unpaid will be added to the delinquent amount to compensate the City for the expense of handling the delinquency and (ii) the amount due and unpaid, excluding the late charge, shall bear interest at ten percent (10%) per annum, computed from the date on which the amount was due and payable until paid. Without prejudice to the rights of the City hereunder or under any of the other Loan Documents, Borrower shall indemnify the City against, and shall pay the City on demand, any expense or loss which it may sustain or incur as a result of the failure by Borrower to pay when due any installment of interest and/or principal, fees, or other amounts payable to the City under this Note or any other Loan Document, to the extent that any such expense or loss is not recovered pursuant to such foregoing provisions. A certificate of the City setting forth the basis for the determination of the amounts necessary to indemnify the City in respect of such expenses or direct loss, submitted to Borrower by the City, shall be conclusive and binding for all purposes except as immediately corrected by Borrower notice to City. 14. Securi This Note is secured by the City Deed of Trust. 15. Acceleration by Reason of Transfer or Financing. a. In order to induce City to make the loan evidenced hereby, Borrower agrees that in the event of any transfer of the Property without the prior written consent of City 25L-121 EXHIBIT 3 (other than a transfer resulting from a foreclosure, or conveyance by deed in lieu of foreclosure, by the holder of the Senior Loan Deed of Trust), City shall have the absolute right at its option, upon at least 30 days' prior written notice to Borrower, to declare all sums secured hereby immediately due and payable. Such consent will not be unreasonably withheld. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. City may grant or deny such consent in its reasonable discretion and, if consent should be given, any such transfer shall be subject to this Section 12, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein. Such assumption shall release Borrower from all liability thereunder from and after the date of such assumption. b. As used herein, "transfer" includes the Sale, agreement to sell, transfer or conveyance of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract or similar instrument affecting all or a portion of the Property, or the lease of all or substantially all of the Property. 'Transfer' shall not include the leasing of individual residential units on the Property, so long as Borrower complies with the provisions of the Loan Agreement and the Affordable Housing Restrictions relating to such leasing activity, nor shall it include a conveyance of the Property to a limited partnership in which the general partner of Borrower or an affiliate is a general partner, or to a corporation that is wholly owned by the Borrower and that is formed for the sole purpose of owning and operating the Property, or the sale back to the Borrower. In the event of any Refinancing or partial Refinancing in an amount in excess of the balance of the Senior Loan, without the prior written consent of City (which consent City may grant or deny in its sole discretion), then the entire outstanding balance of the City Loan together with all accrued and unpaid interest, shall be repaid to the City at the time of each Refinancing or partial Refinancing. c. For the avoidance of doubt, a "transfer" shall not include (i) a transfer of any general partner's interest in Borrower when made in connection with the exercise by the Borrower's limited partner (the "Limited Partner") of its rights upon a default by a general partner under the Borrower's Partnership Agreement or upon a general partner's withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting general partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the general partner with a reasonable period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the Property to the managing general partner of Borrower pursuant to the right of first refusal or to the general partners of Borrower pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's interest in accordance with the Partnership Agreement; and (iv) any sale, transfer or other disposition of an interest in a limited partner of the Borrower. 0 25L-122 WA:I10.11I 3 16. Event of Default. Subject to the provisions of Sections 23 and 25 hereof, the occurrence of any of the following shall be deemed to be an event of default ("Event of Default") hereunder: (a) failure by Borrower to make any payments provided for herein, and if such default is not made good within fifteen (15) days of written notice to Borrower of such default; or (b) failure by Borrower to perform any covenant or agreement in the Deed of Trust, the Loan Agreement, or the Affordability Restrictions on Transfer of Property within thirty (30) days after written demand therefor by City (or, in the event that more than thirty (30) days is reasonably required to cure such default, should Borrower fail to promptly commence such cure, and diligently and continuously prosecute same to completion). Notwithstanding the foregoing, if Borrower fails to cure such breach during the time set forth herein for such cure, City shall provide written notice of such failure to Limited Partner and no Event of Default shall be deemed to occur unless Limited Partner fails to cure such breach within 30 days following delivery of such notice; provided, however, if in order to cure such breach Limited Partner determines that it must remove the General Partner pursuant to the terms of the Partnership Agreement, then no Event of Default shall occur until 30 days following the effective date of such removal. 17. Remedies. Upon the occurrence and during the continuance of an Event of Default, after any applicable notice has been provided and the expiration of any applicable cure period therefore, City may declare all sums evidenced hereby immediately due and payable by delivery to the Trustee named in the City Deed of Trust securing this Note, and to Borrower, written declaration of default and demand for sale, and written notice of default and of election to cause the Property to be sold, which notice Trustee shall cause to be duly filed for record and City may foreclose on the City Deed of Trust. City shall also deposit with Trustee the Deed of Trust, this Note and all documents evidencing expenditures secured thereby and evidenced hereby. No delay or omission on the part of the City in exercising any right under this Note or under any of the other Loan Documents shall operate as a waiver of such right. 18. Attorneys' Fees. If this City Loan Note is not paid when due or if any Event of Default occurs, Borrower promises to pay all costs of enforcement and collection, including but not limited to, reasonable attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof. 19. Severability. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction, to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. n 25L-123 EXHIBIT 3 20. Number and Gender. In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa, if the context so requires. 21. Non -recourse. The City Loan is a nonrecourse obligation of the Borrower. Neither Borrower nor any other party, including Borrower's partners, shall have any personal liability for repayment of the City Loan or for any other amounts under any of the documentation evidencing, securing or describing the City Loan. The sole recourse of City under this Note and the Deed of Trust for repayment of the City Loan and for such other amounts arising therefrom shall be the exercise of its rights against the Property and related security thereunder. 22. Subordination. It is hereby expressly agreed and acknowledged by Borrower and City that the City Deed of Trust is a subordinate deed of trust, and that this Note is subject and subordinate to the Senior Loan Deed of Trust held by MUFG Union Bank, N.A.. 23. Reserved. 24. Reserved. 25. Force Mai eure. Notwithstanding specific provisions of this Note, performance hereunder shall not be deemed to be in default where delays or defaults are due to: war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God or other deities; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of the other party; acts or failure to act of the City or any other public or governmental City or entity (except that any act or failure to act of City shall not excuse performance by City); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time the party claiming such extension gives notice to the other party, provided notice by the party claiming such extension is given within thirty (30) days after the commencement of the cause. Times of performance under this Note may also be extended in writing by the City and the Borrower. 10 25L-124 EXHIBIT 3 26. Assi¢nments. The City, and the assignee of the City, shall have the right to assign this Note and the City Deed of Trust securing this Note, without any further act of Borrower. The assignee shall give notice to Borrower as soon as practicable after such assignment. 11 25L-125 EXHIBIT 3 This Note is hereby agreed to and executed on the date first set forth above. "BORROWER" SANTA ANA VILLAGE LP, a California limited partnership By: JHC-Santa Ana Village LLC, a California limited liability company, Managing General Partner By: Jamboree Housing Corporation, a California no pro it p blic b efit corporation, Manager By: Name: l&AC` a5 / Title: b A. Y I Ur ptisloc N 12 25L-126 EXHIBIT 3 Exhibit Fee Affordability Restrictions on Transfer of Property 25L-127 EXHIBIT 3 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (3312 W. First Street, Santa Ana, California) THESE AFFORDABLE HOUSING RESTRICTIONS ON TRANSFER OF PROPERTY (the "Restrictions") are entered into as of August 21, 2018, by and among and Santa Ana Village LP, (referred to herein as the "Developer") a California limited partnership, and the City of Santa Ana, a charter city and municipal corporation (the "City"). RECITALS: A. Developer is the owner of that certain real property located at 3312 W. First Street, (the "Property") located in the City of Santa Ana more particularly described in Exhibit A, which is attached hereto and incorporated herein by this reference. B. For the purpose of providing seventy-six (76) units of housing that will be affordable to Extremely -Low, Very -Low and Low Income households ("Assisted Units"), the Developer and the City have entered into that certain Loan Agreement, dated on or about the date hereof (the "Loan Agreement') to which these Restrictions are attached as Exhibit G, which, along with all of its attachments, is incorporated herein by this reference (any capitalized term that is not otherwise defined in these Restrictions shall have the meaning ascribed to such term in the Loan Agreement). C. The Loan Agreement provides, among other things, for the use of the Property for affordable housing with all Assisted Units being restricted to Extremely -Low, Very - Low and Low Income households, at Affordable Rent(s). D. The Loan Agreement contains certain provisions relating to the use of the Property. 25L-128 EXHIBIT 3 NOW, THEREFORE, CITY AND DEVELOPER COVENANT AND AGREE AS FOLLOWS: 1. Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Developer, such successors, and such assigns shall use the Property exclusively to provide affordable housing of Extremely -Low, Very -Low and Low Income households, as provided in these Restrictions and in the Loan Agreement. 2. Developer, for itself and its successors and assigns, hereby covenants and agrees that all of the apartments in the Property (less one manager's unit) (the "Units") shall be rented exclusively, at Affordable Rent, to Extremely -Low, Very -Low and Low Income households to the extent provided for herein. Area median income levels and Affordable Rents are subject to adjustment from time to time as provided in Section 3 below. 3. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROPERTY 3.1 Use Covenants and Restrictions A. Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assigns and every successor in interest to the Property that Developer will make all rental units on the Property available to low- or very low-income households at rents affordable to such households for fifty-five (55) years from the issuance of the Certificate of Completion. The HOME restrictions for the two (2) HOME assisted units shall be enforced until the date that is twenty (20) years after the date on which the Certificate of Completion is issued or until payment of principal and all accrued interest on the HOME Loan, whichever comes last. The City permits the Developer to limit the eligibility and/or give preference to a particular segment of the population in accordance with 24 CFR 92.253(d). B. The Project shall consist of seventy-six (76) units, including one (1) on -site manager's unit(s). There shall be two (2) HOME assisted units. The HOME assisted units shall be one 1-bedroom unit and one 2-bedroom unit, floating, and shall be distributed throughout the complex with comparable amenities to the other units. C. At initial lease up, households in the HOME assisted units cannot earn more than 30% of AMI. Rental increases shall be in conformance with federal and state law. After the twenty (20) year HOME compliance period, the City shall require that the units remain affordable, with rents calculated based on assumed household size at the same income levels D. All of the HOME units will be restricted to occupancy by families earning no more than thirty (30%) of the Area Median Income (AMI). E. Maximum Occupancy will be two (2) people per room plus one (1). Example for a two - bedroom unit, five (5) people would be maximum occupancy. 2of14 25L-129 W:cu:3NIM G. Developer must have a written lease between tenant and owner for a period of at least one year, unless a shorter period is mutually agreed upon. Leases must be consistent with the HOME Program regulations at 24 CFR section 92.209(g). 3.2 Affordability Levels/Unit Mix: The affordability levels/unit mix for the Project is as follows: Unit Size 30% AMI Total No. Units Current Rent 1 Bedroom 71 $1,025 71 2 Bedroom 4 $1,230 4 Total 75 75 The remaining unit will be a 1-bedroom unit reserved for the onsite manager. HOME Assisted Units Total # of Level of # of HOME ° /o Share of Units Unit Type Affordability Assisted Unit Type Units 71 1 Bed 30% AMI 1 1.4% 4 2 Bed 1 25% (1) In no event shall the rent charged to the HOME assisted units be more than that amount of the low HOME rent as published by HUD, as amended from time to time. (2) At the time of project completion, the Developer shall provide to the City the address and/or unit number of each of the HOME floating units. (3) Annually with the financial statements, the Developer shall provide an annual report of rents and occupancy of all assisted units, including the HOME assisted units, to verify compliance with affordability requirements. For the HOME assisted units, information on unit substitution and filling vacancies shall be provided to ensure that the project maintains the required unit mix. The affordable rents charged at the Project must comply with the standards set forth by HUD and California Tax Credit Allocation Committee (TCAC). Notwithstanding anything to the contrary contained in these Restrictions or in the HOME Loan Agreement between the City and Developer, in the event of a foreclosure, or delivery of a deed in lieu of foreclosure, of any Senior Loan, then, other than for the two (2) HOME Assisted -Units, (1) the maximum qualifying tenant household income shall be increased to 60% of Area Median Income adjusted for family size appropriate to the unit, and (2) the maximum annual affordable rent shall be increased to comply with the rent limits set forth by California Tax Credit Allocation Committee (TCAC) for households at 60% Area Median Income. Utility allowances must be deducted from the Maximum Gross Monthly Rent. The Housing Authority of the City of Santa Ana publishes the Utility Allowance Schedule. 3of14 25L-130 EXHIBIT 3 Initial rents may be recalculated to allowable rental amounts at the time of initial lease -up following completion of construction in accordance with any changes in allowable rent and income tables as published by HUD. 3.3 Rent Increases: On an annual basis, the City shall provide Developer with the maximum allowable schedule of rents for the Property in accordance with changes in allowable rent and income tables published by HUD and the California Tax Credit Allocation Committee, provided however that the rent for the HOME units shall in no event be higher than the rent for the equivalent non -HOME assisted unit within the Project. In no event can Developer charge any tenant more than such amount. The City will make all best efforts to provide Developer with the maximum allowable schedule of rents within no more than 30 calendar days after the date TCAC publishes the allowable rent and income tables. 3.4 Increase in Rent and Occupancy Restrictions upon Termination of Rental Subsidies. The parties acknowledge that Developer is only able to rent units to Extremely Low Income Households because the City is providing 75 Housing and Urban Development Veterans Affairs Supportive Housing (HUD VASH) Project -Based Vouchers for Permanent Supportive Housing ("VASH Vouchers"). In the event the VASH Vouchers expire, terminate, are not renewed or are reduced for any reason other than a default by Developer under the VASH Vouchers, then the occupancy requirements for all of the units, other than the 2 HOME Assisted Units shall automatically increase to 60% of the Area Median Income and the Affordable Rent shall increase to Affordable Rents for households earning 60% of the Area Median Income in accordance with the rent limits set forth by the California Tax Credit Allocation Committee (TCAC for households earning 60% of the Area Median Income. 3.5 CHDO Provisions. Developer shall maintain CHDO (Community Housing Development Organization) status for the term of this Agreement and the HOME Regulatory Agreement in accordance with 24 CFR 92. Developer agrees to provided information as may be requested by the City to document its continued compliance, including but not limited to an annual board roster and certification of continued compliance. Any funds advanced as CHDO pre -development funds must be in compliance with 24 CFR 92.301, and are forgivable only under the terms in 24 CFR 92.301. Any funds advanced to Developer as CHDO Operating Expenses must be expended in compliance with 24 CFR 92.208. Any funds that Developer is permitted to retain as CHDO proceeds from this Project shall be used in compliance with 24 CFR 92.300(a)(2) or as specified in this Agreement. The provisions of this Section 3.5 shall not apply in the event of a foreclosure of the Property or transfer in lieu of foreclosure. In the event of a foreclosure, or acceptance of a deed in lieu of foreclosure, Senior Lender will use commercially reasonable efforts to accept bids for the Property from a qualified CHDO; provided, however, that in no event shall Senior Lender be obligated to select a qualified CHDO to be the purchaser of the Property unless, among other criteria used in Senior Lender's reasonable discretion, such qualified CHDO has offered the highest purchase price among the bidders. 4of14 25L-131 EXHIBIT 3 4. Developer, its successors and assigns shall not charge rents for the Units in excess of the amounts set forth herein, as adjusted on the basis of the revised schedules of area median incomes issued from time -to -time by HUD. The City shall notify Developer in writing of the adjusted allowable maximum incomes and rents. 5. Developer shall adopt and include as part of its Management Plan (described in Section 11 below), written tenant selection policies and criteria for the Units, that meet the following requirements: (a) Are consistent with the purpose of providing housing for Extremely Low and Very Low Income households; (b) Are reasonably related to program eligibility and the applicants' ability to perform the obligations of the lease; (c) Give reasonable consideration to the housing needs of households that would have a preference under 42 CFR §906.211 (Federal selection preferences for admission to Public Housing); (d) Provide for: (i) The selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; and (ii) The prompt written notification to any rejected applicant of the grounds for any rejection; (e) Subject to compliance with the HOME Regulations, the HUD - Veterans Affairs Supportive Housing referral program requirements, the County of Orange coordinated entry system and applicable California and federal fair housing laws, local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by HUD or the State of California, as well as the City of Santa Ana Affordable Housing Funds Policies and Procedures, the Developer shall give preference in leasing units in the following order of priority: 1. First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: a. A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund. b. Ellis Act, owner -occupancy, or removal permit eviction; 5of14 25L-132 EXHIBIT 3 c. Earthquake, fire, flood, or other natural disaster; d. Cancellation of a Housing Choice Voucher HAP Contract by property owner; or e. Governmental Action, such as Code Enforcement. 2. Second priority shall be given to persons who are either: a. Residents of Santa Ana and/or b. Working in Santa Ana at least 32 hours per week for at least the last 6 months. ; and (f) Carry out the Affirmative Marketing procedures of the City of Santa Ana, which are designed to provide information and otherwise attract eligible persons from all racial, ethnic and gender groups in the housing market area to the units. Developer shall cooperate with the City to effectuate this provision prior to the initial renting, or upon occurrence of a vacancy, and the re -renting of any Restricted Units (24 CFR 92.351). 6. Developer, its successors and assigns, shall not refuse to lease a unit to a holder of a rental voucher under 24 CFR part 887 (Housing Choice Voucher Program) or to a holder of a comparable document evidencing participation in a HOME tenant -based assistance program because of the status of the prospective tenant as a holder of such certificate of family participation, rental voucher, or comparable HOME tenant -based assistance document. Total rents charged to the tenant for the tenant's share of rent shall not exceed the allowable rents as described above. 7. Any lease of any of the units must be for not less than one year, unless by mutual agreement between the tenant and the Developer. Should the tenant and Developer agree to a term of less than one year, said agreement shall be expressed in some type of written form, signed by the tenant, and maintained in the tenant's rental file held by the Developer. The lease may not contain any of the following provisions (in which references to "owner" shall mean the Developer, its successors or assigns): (a) Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the owner in a lawsuit brought in connection with the lease; (b) Agreement by the tenant that the owner may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing Unit after the tenant has moved out of the Unit. The owner may dispose of this personal property in accordance with state law; (c) Agreement by the tenant not to hold the owner or the owner's agent legally responsible for any action or failure to act, whether intentional or negligent; 6of14 25L-133 EXHIBIT 3 (d) Agreement of the tenant that the owner may institute a lawsuit without notice to the tenant; (e) Agreement by the tenant that the owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; (f) Agreement by the tenant to waive any right to a trial by jury; (g) Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and (h) Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 8. Developer, its successors or assigns, must adhere to state law requirements with regard to termination of tenancy. 9. Developer shall maintain the improvements on the Property in compliance with all applicable housing quality standards [24CFR 92.504 (c)(6)] and state and local code requirements (California Health and Safety Code section 33418), and shall keep the Property free from any unreasonable accumulation of debris or waste materials. Developer shall also maintain in a healthy condition any landscaping planted on the Property. 10. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, mental or physical disability, marital status, national origin or ancestry in the sale, lease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property, as required by the Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations . 11. Not later than five (5) business days prior to the execution of the documents, Developer shall submit to the Executive Director a Management Plan in a forth that is acceptable to the Executive Director, including, but not limited to, the components listed below. Approval of the Management Plan must be obtained from the Executive Director not later than the time for the Closing. Developer shall manage the Assisted Units in accordance with the approved Management Plan, including such amendments as may be approved in writing from time to time by the Executive Director, for the term of the income and rent restrictions contained in these Restrictions. The components of the Management Plan shall include: 7of14 25L-134 EXHIBIT 3 (a) Management Agent. Developer shall submit the name and qualifications of the proposed Management Agent. The Executive Director shall approve or disapprove the proposed Management Agent in writing based on the experience and qualifications of the Management Agent. (b) Management Agreement. Developer shall submit a copy of the proposed management agreement specifying the amount of the management fee, and the relationship and division of responsibilities between Developer and Management Agent. (c) Annual Budget and Projected Cash Flows. Prior to the Closing, and annually thereafter not later than ninety (90) days after the close of each calendar year thereafter until the Loan is repaid in full, Developer shall submit a projected operating budget and cash flow to the Executive Director. The budget and cash flow shall be in a form that is acceptable to the Executive Director. (d) Tenant Selection Policies. Developer shall include in the Management Plan the tenant selection policies in accordance with Section 51 above. 12. If at any time the City determines that the units are not being managed or maintained in accordance with the approved Management Plan, the City shall send the Developer a detailed description of the management deficiencies (a "Deficiency Notice"). If the deficiencies set forth in the Deficiency Notice are not cured within thirty (30) days (or such longer period as may be reasonably required to cure the deficiency), with the exception of HOME regulations that require a shorter period, the Executive Director may require Developer to change management practices or to terminate the management contract and designate and retain a different management agent. The management agreement shall provide that it is subject to termination by Developer without penalty, upon thirty (30) days prior written notice, at the direction of the Executive Director upon failure to cure a Deficiency Notice within the time period specified above. Within ten (10) days following a direction of the Executive Director to replace the management agent in accordance with the terms hereof, the Developer shall select another management agent or make other arrangements satisfactory to the Executive Director or designee for continuing management of the units. 13. The covenants established in these Restrictions and any amendments hereto approved by the City and Developer shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City and their respective successors and assigns. These Restrictions shall remain in effect for fifty-five (55) years. In its discretion, the City may defer repayment of the HOME Loan or the City may agree to such reasonable modifications to the requirements of these Restrictions, as they may detennine are necessary for the continued maintenance and operation of the Assisted Units. The covenants against discrimination shall remain in effect for the period of these Restrictions. 14. Developer shall not request disbursement of HOME funds until the funds are needed to pay eligible costs. The City shall have the right to disapprove any request if the City determines the request is for an ineligible item or is otherwise not in compliance 8of14 25L-135 EXHIBIT 3 with or inconsistent with the Loan Agreement and these Restrictions [24 CFR 92.504 (c)(10)]. 15. Developer shall prepare, maintain and submit to the City, as appropriate, the following records and reports in compliance with 24 CFR 92.504 (c) (12): a. Annual Reports. Developer shall file with the City an Annual Report (herein referred to as the "Annual Report") within one hundred twenty (120) days following the end of each calendar year, commencing with the end of the calendar year (or portion thereof) in which the Real Estate Closing occurs. The Annual Report shall contain a certification by Developer as to such information as the City Executive Director may then require, including, but not limited to, the following: (1) The fiscal condition of the Project, including the Annual Budget and Project Cash Flow report required by Section 10 (c) of the Affordable Housing Restrictions which shall include a financial statement for the previous calendar year that includes a balance sheet and a profit and loss statement indicating any surplus or deficit in operating accounts; a detailed itemized listing of income and expenses; and the amounts of any fiscal reserves. Such Annual Budget and financial statement shall be prepared in accordance with generally accepted accounting practices. The City Executive Director may require that the financial statement be audited at Developer's expense by an independent certified public accountant acceptable to the Executive Director. (2) Any substantial physical defects in the Project, including a description of any major repair or maintenance work undertaken or needed in the previous and current years. Such statement shall describe what steps Developer has taken in order to maintain the Project in a safe and sanitary condition in accordance with applicable housing and building codes and the property standards set forth in 24 CFR 92.251. (3) The occupancy of the units indicating the income of each current resident and the current rents charged each resident and whether those rents include utilities, including records that demonstrate that the Project meets the requirements of 24 CFR 92.253 for tenant and participant protection under the HOME Program. (4) General management performance, including tenant relations and other relevant information. (5) Records that demonstrate that the units meet the affordability requirements of 24 CFR 92.252, 50052.5 and 50053(b)(1) of the California Health and Safety Code, for the required period of affordability according to section 33334.3 of the California Health and Safety Code. (6) Evidence of a currently paid hazard insurance policy in accordance with the requirements of Section 6 of the City/HOME Deed of Trust, with a loss payable endorsement naming the City as a loss payee(s) together with other approved lenders (as their interests may appear), with a "Replacement Cost Endorsement" in amount sufficient to prevent Developer or City from becoming a co-insurer under the terms of the policy, but in any event in an amount not less than 100% of the then full replacement cost, to be 9of14 25L-136 EXHIBIT 3 determined at least once annually and subject to reasonable approval by the Executive Director. (7) Evidence of a currently paid liability insurance policy, naming the City as additional insured and in a form approved by the City Attorney with coverage as described in the Loan Agreement. (8) Termite reports pertaining to the Property every fifth (5t) year. (9) Such other information as may be reasonably required by the Executive Director or his/her designee. b. Records and Audits. During the HOME Compliance Period, Developer shall maintain the following general program records, and make them available for inspection by the City, the State or HUD: (1) records which demonstrate that the project meets the property standard specified in 24 CFR 92.251; (2) records, for each HOME Assisted Unit, which demonstrates that the project meets the requirements of 24 CFR 92.252. (3) records which demonstrate compliance with the tenant and participant protections, as specified in 24 Section 29.253; (4) records which demonstrate compliance with the Equal Opportunity and Fair Housing requirements outlined in these Restrictions, including: (A) data on the extent to which each racial and ethnic group and single head of household (by gender of head of household) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with HOME funds; (13) documentation of actions undertaken to meet the equal opportunity requirements of 24 CFR 92.350, which implements Section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701u); (C) documentation and data on the steps taken to implement Developer's outreach programs to minority -owned and women -owned businesses to meet the minority outreach requirements of 24 CFR 92.350; (5) documentation of the steps taken to cant' out an affirmative marketing program in accordance with 24 CFR 92.351, if applicable; (6) if applicable, records which demonstrate compliance with the requirements relating to relocation of displaced persons, as described in 24 CFR 92.353. At a minimum, these shall include project occupancy lists identifying the name and address of all persons occupying the project property up until the date of the Real Estate 10 of 14 25L-137 EXHIBIT 3 Closing (i.e, the date on which Developer obtained site control); (7) records concerning lead -based paint in accordance with 24 CFR 92.355; (8) if applicable, records which support any requests for waivers of the conflict of interest prohibition as stated in 24 CFR 92.356-1 (9) records of certifications of contractor qualifications as they relate to the debarment and suspension requirement as stated in 24 CFR 92.357 and 24 CFR Part 24; and (10) any other reports issued by other monitoring agencies. C. All records pertaining to each calendar year of HOME funds must be retained for the most recent five year period, except that for rental housing projects, records maybe retained for five years after the project completion date; except that records of individual tenant income verifications, project rents and project inspections must be retained for the most recent five year period, until five years after the affordability period terminates (24 CFR 92.508). Developer shall cooperate with the City to retain all books and records relevant to the Loan Agreement for a minimum of five years after the expiration of the Loan Agreement and any and all amendments hereto, or for five years after the conclusion or resolution of any and all audits or litigation relevant to the Loan Agreement, whichever is later. The City, the State, the Office of the Auditor General of HUD, and/or their representatives shall have unrestricted reasonable access to all locations, books, and records for the purpose of monitoring, auditing, or otherwise examining said locations, books, and records with or without prior notice. d. If so directed by the City, the State or HUD upon termination of the Loan Agreement, Developer shall cause all records, accounts, documentation and all other materials relevant to the work to be delivered to the City, the State or HUD, as depository. e. All records, accounts, documentation and other materials relevant to the Project shall be accessible at any time to the authorized representatives of the City, the State or HUD, on reasonable prior notice, for the purpose of examination or audit. f. Pursuant to 24 CFR Part 44, the City shall perform an annual audit at the close of each calendar year in which these Restrictions are in effect. Developer shall reasonably cooperate with City in performing such audit. 16. If an event of default occurs under the terms of these Restrictions, prior to exercising any remedies hereunder, City shall give Developer written notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Developer shall have such period to effect a cure prior to exercise of remedies by the City under these Restrictions. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Developer (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as 11 of 14 25L-138 EXHIBIT 3 possible, then Developer shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by City. The City is a beneficiary of the terms and provisions of these Restrictions and the covenants herein, both for and in their own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these Restrictions and the covenants running with the land have been provided. Upon the occurrence of an event of default and the expiration of the notice and cure period specified above, the City shall have the right to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which they or any other beneficiaries of these Restrictions and covenants are entitled. 17. The covenants and agreements contained herein shall run with the land and not be personal obligations of Developer. Upon the sale, conveyance or other transfer of the Property (a "Transfer") and the assumption of the obligations hereunder by a transferee, Developer's liability for performance shall be terminated as to any obligation to be performed hereunder after the date of such Transfer. 18. The Loan Agreement and all of its attachments shall be enforceable by City in accordance with the terms thereof. Each of the Loan Agreement, the Affordability Restrictions on Transfer of Property, the City/HOME Loan Note and the City/HOME Deed of Trust provide a means of enforcement by the City if Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, use and deed restrictions and covenants running with the land [24 CFR 92.504 (c) (13)]. 12 of 14 25L-139 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have caused these Affordability Restrictions on Transfer of Property to be executed on the date set forth hereinabove. ATTEST: Maria D. Huizar Clerk of the Council Dated: APPROVED AS TO FORM: SONIA R.,AjtVfiALHO, City Attorney an Assisthnt City Attorney Dated: g I 18 RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager Dated: 13 of 14 25L-140 EXHIBIT 3 DEVELOPER SANTA ANA VILLAGE LP, a California limited partnership By: JHC Santa Ana Village LLC, a California limited liability company, Managing General Partner By: Jamboree Housing Corporation, a California nonprofit public benefit corporation, Manager / // I By: / wr-."v" I -/ Name: A tf hW I Title: S R_ 1/'i U- 14 of 14 25L-141 25L-142 EXHIBIT 4 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Davis Wright Tremaine LLP 865 S. Figueroa Street Suite 2400 Los Angeles, CA 90017 Attn: Nancy B. Clapp, Esq. SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR RIGHTS UNDER CERTAIN AGREEMENTS RELATING TO CERTAIN REAL PROPERTY BECOMING SUBJECT TO, AND OF LOWER PRIORITY THAN, THE LIEN OF A SECURITY INTEREST. THIS SUBORDINATION AGREEMENT (this "Agreement"), made as of the 21 day of August, 2018, by and among the CITY OF SANTA ANA ("Subordinating Party"), whose address is 20 Civic Center Plaza, Santa Ana, California 92701, and MUFG UNION BANK, N.A., a national banking association ("Bank"), whose address is 3151 E. Imperial Highway, 1s' Floor, Brea, California 92821, Attention: Manager — Loan Administration Department, is made with reference to the following facts: A. Unless expressly defined herein, all capitalized terms used herein shall have the meanings ascribed to them in Appendix I or Exhibit "B" attached hereto and made a part hereof. B. Borrower is the owner (or, concurrently with the recording of this Agreement, will be the owner) of the Property, which Property is more particularly described in Exhibit "A" attached hereto and made a part hereof. C. Borrower and Subordinating Party have heretofore entered into or, concurrently herewith, are entering into, those certain loan documents more particularly described in Exhibit "B" attached hereto ("Subordinating Party's Loan Documents"), pursuant to the terms of which Subordinating Party shall make to Borrower a Three Hundred Fifty -Two Thousand Nine Hundred Sixty -Two and 90/100'^ Dollar ($352,962.90) loan ("Subordinating Party's Loan") which Subordinating Party's Loan is secured by, among other things, that certain Deed of Trust ("Subordinating Party's Deed of Trust") dated August 21, 2018, executed by Borrower for the benefit of Subordinating Party, and recorded as Instrument No. in the Official Records of Orange County, California, and encumbering the Property and all Improvements to be constructed thereon and those certain Affordability Restrictions on Transfer of Property (the "Subordinating Party's Restrictions") dated August 21, 2018, and recorded as Instrument No. in the Official Records of Orange County, California, pursuant to the terms of which Borrower agreed, among other things, for itself and its successors and assigns, to operate the Project as a low income apartment project in accordance with the terms and conditions set forth therein. Subordinating Party's Deed of Trust and Sections 3.5 and 18 of Subordinating Party's Restrictions are sometimes collectively referred to as "Subordinating Party's Security Documents". D. Concurrently herewith, Borrower and Bank are entering into the Loan Agreement, pursuant to the terms of which Bank shall make to Borrower the Loan to cover a portion of the cost of constructing the Improvements and certain other costs related thereto, which Loan is evidenced by the Note, made by Borrower to the order of Bank, and secured by, among other things, the Deed of Trust, executed by Borrower for the benefit of Bank, and encumbering the Property and all Improvements to be 4821-4251-8639v.30096250-000012 25L-143 EXHIBIT 4 constructed thereon. The Loan Agreement, the Note, the Deed of Trust and all other documents evidencing, securing or pertaining to the Loan are sometimes hereinafter collectively referred to as the "Loan Documents". E. As a condition precedent to Bank's making the Loan, Bank requires that the Deed of Trust shall unconditionally be and remain at all times a lien or charge upon the Project which is prior and superior to the liens or charges of Subordinating Party's Security Documents (but not to Subordinating Party's Restrictions, other than Sections 3.5 and 18 thereof). NOW, THEREFORE, in consideration of Bank's making the Loan to Borrower, and in consideration of the mutual promises and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce Bank to make the Loan to Borrower, the parties to this Agreement do hereby agree as follows: 1. SUBORDINATION OF SUBORDINATING PARTY'S SECURITY DOCUMENTS. The Deed of Trust, and any and all renewals or extensions thereof and all amendments and modifications hereafter made thereto, and any and all disbursements made by Bank to or for the account or benefit of Borrower the repayment of which is secured thereunder, shall unconditionally be and remain at all times a lien or charge against the Project that is prior and superior to the liens or charges of Subordinating Party's Security Documents (but not to Subordinating Party's Restrictions, other than Sections 3.5 and 18 thereof), to the same extent and purpose as though Subordinating Party's Security Documents had been executed and recorded subsequent to the recording of the Deed of Trust and the making of each disbursement or advance made by Bank to Borrower the repayment of which is secured by the Deed of Trust, regardless of whether Borrower, at the time of any such disbursement or advance, may have been in default under the Loan Agreement, the Deed of Trust, or any of the other the Loan Documents and regardless of whether Bank was obligated to make any such disbursement or advance. Notwithstanding the foregoing, Bank shall not amend or modify the terms of the Loan and/or the Loan Documents without the prior written consent of the Subordinating Party if such amendment or modification has the effect of: (i) increasing or decreasing the amount of the Loan, except in the case of sums advanced by Bank in exercising its rights and remedies under the Loan Documents or as otherwise provided in Paragraph 2 of this Agreement; (ii) increasing the annual interest rate(s), including the default rate, above the rate(s) described in the Note; (iii) modifying the maturity date to be sooner than the stated maturity date of the Note; or (iv) having a materially adverse affect on Subordinating Party. For the avoidance of doubt, Subordinating Party's Restrictions, except Sections 3.5 and 18 contained therein, shall at all times be prior and superior to the Deed of Trust. 2. ALL DISBURSEMENTS UNDER THE LOAN SECURED BY THE DEED OF TRUST. Notwithstanding anything to the contrary set forth in the Loan Agreement or any other agreement between Bank and Borrower with respect to the disbursement of all or any portions of the proceeds of the Loan, any and all disbursements made by Bank to or for the account or benefit of Borrower or the Project in connection with the following, whether or not Bank is obligated to make such disbursements pursuant to the Loan Documents: (a) any costs or expenses incurred in complying with any laws, rules, regulations, or statutes or any directives of any governmental agencies or authorities having or exercising jurisdiction over the Project; (b) any sums advanced to pay for the cost of completing the construction of the Project, Project cost overruns and/or to lease -up and stabilize the Project made by Bank; and (c) any sums advanced by Bank for the payment of real estate taxes or assessments or insurance premiums, or any other sums advanced or obligations incurred by Bank in connection with the protection or preservation of any security given to Bank with respect to the Loan, including, without limitation, interest thereon shall be deemed to be, and in all events shall be, secured by the Deed of Trust and, as so secured, and regardless of whether Borrower at the time of any such disbursements may have been in default under the Loan Documents and regardless of whether Bank was obligated to make any such disbursements, shall be and remain a lien or charge against the Project that is unconditionally prior and superior to the lien and effect of Subordinating Party's Security Documents. 3. APPLICATION OF PAYMENTS UNDER SUBORDINATING PARTY'S LOAN. Until such time as all amounts outstanding under the Loan have been indefeasibly paid in full, prior to the -2- 4821-4251-8639v.30096250-000012 25L-144 EXHIBIT 4 occurrence of an Event of Default (as such term is defined in the Loan Documents), Subordinating Party shall be entitled to receive and retain payments made pursuant to and in accordance with the Subordinating Party's Loan documents; provided, however, that no such payment is made more than ninety (90) days in advance of its scheduled due date. Upon the occurrence of an Event of Default under the Loan Documents, after Subordinating Party receives notice of such Event of Default from Bank with written instructions directing Subordinating Party not to accept payments from Borrower on account of the Subordinating Party's Loan (including, but not limited to, principal, interest additional interest, late payment charges, default interest, attorneys' fees, or any other sums secured by the Subordinating Party's Deed of Trust), all amounts (including, without limitation, all insurance proceeds and condemnation awards) received by Subordinating Party from, or for the account of, Borrower under Subordinating Party's Loan shall be immediately remitted to Bank at the address set forth above to be applied by Bank in reduction of amounts outstanding under the Loan, in such amounts and in such order as Bank shall determine. In the event that any payment is made to Subordinating Party which is not permitted under this Agreement, such payment shall be held by Subordinating Party in trust for the benefit of Bank and shall be paid immediately to Bank for application to the payment of all of indebtedness and obligations remaining unpaid under the Loan. If Subordinating Party receives written notice from Bank that the Event of Default which gave rise to the Subordinating Party's obligation not to accept payments has been cured, waived, or otherwise suspended by Bank, the restrictions on payment to Subordinating Party in this Section 3 shall terminate, and Bank shall have no right to any subsequent payments made to Subordinating Party by Borrower prior to Subordinating Party's receipt of a new notice from Bank of an Event of Default in accordance with this Section 3. Without limiting the complete subordination of the Subordinating Party's Loan to the payment in full of the Loan, in any bankruptcy, insolvency, receivership or similar proceeding, upon any payment or distribution to creditors, the Loan shall be paid in full first in cash before the Subordinating Party shall be entitled to receive any payment or other distribution on account of or in respect to the Subordinating Party's Loan and, until the entire Loan is paid in full in cash, any payment or distribution to which the Subordinating Party will be entitled but for this Agreement (whether in cash, property or other assets) shall be paid to Bank. 4. SUBORDINATION TO MODIFICATION OF LOAN. If Bank extends or otherwise modifies the terms of the Loan (including any amendment or modification which requires the Subordinating Party's prior written consent pursuant to Paragraph 1 and for which Subordinating Party has granted such consent), Subordinating Party, upon 20 days' prior notice to Subordinating Party, shall execute a new subordination agreement, in the form of this Agreement, confirming Subordinating Party's subordination of the effect of Subordinating Party's Security Documents against the Project to the lien or charge of the Deed of Trust. The execution of such new subordination agreement, however, shall not be a condition to the effectiveness of the subordination of Subordinating Party's Security Documents against the Project to the lien or charge of the Deed of Trust, which subordination shall be automatic. 5. SUBORDINATING PARTY'S RIGHT TO CURE DEFAULTS. Upon the occurrence of an Event of Default, Bank shall: (a) concurrently with notifying Borrower of the occurrence of such event of default, notify Subordinating Party at its address set forth above of the occurrence of such event of default; (b) permit Subordinating Party to cure or correct (provided that such event of default is curable) any such event of default within thirty (30) calendar days after receipt of such notice ("Subordinating Party Cure Period"); provided, however, that Bank has the continuing right to commence to pursue its remedies under the Loan Documents on account of such default during the Subordinating Party Cure Period, including but not limited to the right to accelerate the Loan, record a notice of default and to obtain a receiver; provided further, that if the cure is completed during the Subordinating Party Cure Period, Bank will rescind any notice of default after reimbursement of all of its costs incurred in connection with the default, including, without limitation, attorneys' fees and court costs; and (c) accept all payments and all acts done by Subordinating Party on behalf of Borrower within the Subordinating Party's Cure Period as though the same had been timely done and performed by Borrower, so that such acts and payments shall fully and totally cure and correct all such defaults, breaches, failures or refusals for all purposes. Subordinating Party shall not be subrogated to the rights of Bank under the Loan Documents by reason of Subordinating Party having cured any default under the Loan Documents; however, Bank acknowledges that, to the extent so provided in the Subordinating Party's Security Documents, amounts advanced or expended by Subordinating Party to cure an event in default under the Loan Documents may be added to -3- 4821-4251-8639v.30096250-000012 25L-145 EXHIBIT 4 and become a party of the Subordinating Party's Loan. In the event that an Event of Default occurs and Bank has recorded a notice of default, then for the period from the date of recordation of the notice of default, until the date of recordation of a notice of sale, so long as the noticed default continues, Subordinating Party shall have the right, but not the obligation, in lieu of curing any default under the Loan Documents, to purchase the Loan. Such purchase will be accomplished by Subordinating Party paying to Bank the outstanding principal amount of the Loan, plus all accrued and unpaid interest thereon and any prepayment premium, together with reasonable expenses incurred by Bank in connection therewith (including reasonable attorneys' fees and costs), in exchange for the assignments of the Loan Documents without recourse or warranty except that Bank will warrant that it owns and has all requisite authority to transfer the Loan at the time of the transfer. Borrower acknowledges and agrees, by executing the joinder attached hereto, that after the Loan has been assigned to Subordinating Party or its nominee, Bank shall be relieved from all liability to Borrower under or in connection with the Loan Documents. 6. BANK'S RIGHT TO CURE DEFAULT UNDER SUBORDINATING PARTY'S LOAN. Upon the occurrence of a default under the Subordinating Party's Loan, Subordinating Party shall: (a) concurrently with notifying Borrower of the occurrence of such event of default, notify Bank at its address set forth above of the occurrence of such default or event of default; (b) permit Bank to cure or correct (provided that such event of default is curable) any such event of default within thirty (30) calendar days after receipt of such notice ("Bank Cure Period"); provided, however, that Subordinating Party has the continuing right to commence to pursue its remedies under the Subordinating Party's Loan Documents on account of such default during the Bank Cure Period, including but not limited to the right to accelerate the Subordinating Party's Loan, record a notice of default and to obtain a receiver; provided further, that if the cure is completed during the Bank Cure Period, Subordinating Party will rescind any notice of default after reimbursement of all of its costs incurred in connection with the default, including, without limitation, attorneys fees and court costs; and (c) accept all payments and all acts done by Bank on behalf of Borrower within the Bank Cure Period as though the same had been timely done and performed by Borrower, so that such acts and payments shall fully and totally cure and correct all such defaults, breaches, failures or refusals for all purposes. 7. SUBORDINATION TO PERMANENT FINANCING. Subordinating Party acknowledges that it has been advised by Borrower that Borrower intends to repay the amounts outstanding under the Loan, in whole or in part, by obtaining permanent financing in the future by one or more lenders, which permanent financing would be secured by, among other things, a deed of trust or deeds of trust encumbering the Project which would be senior to the effect of Subordinating Party's Security Documents (but not to Subordinating Party's Restrictions, other than Sections 3.5 and 18 thereof). In order to enable Borrower (or its successors or assigns, "Borrower's Successor") to obtain permanent financing to repay the Loan, Subordinating Party hereby agrees that within twenty (20) days after written request by Borrower or Borrower's Successor, Subordinating Party shall execute a subordination agreement (in form and substance substantially similar to this Agreement) subordinating the effect of Subordinating Party's Security Documents to the lien and effect of one (1) or more deeds of trust encumbering the Project in an amount not to exceed $_ 8. RECEIPT AND APPLICATION OF INSURANCE PROCEEDS AND CONDEMNATION AWARDS: RECEIPT AND APPLICATION OF PROCEEDS FROM BONDS. (a) Receipt and Application of Insurance Proceeds and Condemnation Awards. Notwithstanding anything stated to the contrary in any of Subordinating Party's Security Documents, so long as the Deed of Trust continues to encumber all or portions of the Project, all insurance proceeds that may become available from time to time as a result of damage or destruction to all or portions of the Improvements and all condemnation awards that may become available from time to time as a result of the condemnation of all or portions of the Project shall be held by Bank, disbursed by Bank and applied by Bank in accordance with the terms and conditions of the Deed of Trust and the other the Loan Documents and Subordinating Party shall have no right to hold, disburse or apply any of such proceeds and/or awards. Without limiting the generality of the foregoing, the Bank shall have all approval, consent and oversight rights in connection with any insurance claims or condemnation proceedings related to the Property and any decision regarding the use of insurance proceeds after a casualty loss or condemnation -4- 4821-4251-8639v.30096250-000012 25L-146 EXHIBIT 4 awards and Subordinating Party shall have no right to object to any such action or approval taken by Bank and shall consent thereto and be bound thereby. Subordinating Party shall execute such documents as Bank may require from time to time in order to assure compliance with the provisions of this Paragraph 8(a). (b) Receipt and Application of Proceeds from Bonds. With respect to all labor and material bonds and/or completion bonds that are issued from time to time to assure payment and completion of the Improvements and which name Bank and Subordinating Party (or any other party) as dual obligees, all proceeds that may become available from time to time under such bonds shall be held by Bank and disbursed by Bank and Subordinating Party shall have no right to hold or disburse any of such proceeds. Subordinating Party shall execute such documents as Bank may require from time to time in order to assure compliance with the provisions of this Paragraph 8(b). 9. NOTICES. Any notice, demand or request required or permitted to be delivered hereunder shall be deemed to have been duly and properly given at the time of such delivery if personally delivered (which shall include (i) delivery by means of professional overnight courier service which confirms receipt in writing and (ii) transmission by telecopier or telefacsimile machine capable of confirming transmission and receipt), or if mailed, forty-eight (48) hours after deposit in United States registered or certified mail, postage prepaid, return receipt requested, addressed to Subordinating Party or Bank, as the case may be, at their addresses set forth above. 10. ENTIRE AGREEMENT. This Agreement shall be the whole and only agreement with respect to the subordination of the effect of Subordinating Party's Security Documents to the lien or charge of the Deed of Trust and all disbursements and advances made thereunder, and shall supersede and cancel any prior agreements as to such subordination, including without limitation any provisions contained in Subordinating Party's Security Documents that provide for the subordination of the effect thereof to one or more deeds of trust. 11. agrees and acknowledges as follows: Subordinating Party hereby warrants, (a) For purposes of this Agreement, Subordinating Party acknowledges that Subordinating Party has been provided the opportunity to review the Loan Documents before executing this Agreement; (b) Bank, in making disbursements pursuant to the Loan Agreement, is under no obligation or duty to insure, nor has Bank represented that it will insure, the proper application of such proceeds by the person(s) to whom Bank disburses such proceeds, and any application or use of such proceeds for purposes other than as provided in any such agreement shall not defeat or render invalid, in whole or in part, the subordination provided for in this Agreement; (c) Bank has not made any warranty or representation of any kind or nature whatsoever to Subordinating Party with respect to (i) the application of the proceeds of the Loan being made by Bank to Borrower upon the security of the Deed of Trust, (ii) the value of the Property, the Improvements to be constructed thereon pursuant to the Loan Agreement, or the marketability or value thereof upon completion of such construction, or (Ili) the ability of Borrower to honor its covenants and agreements with Bank or Subordinating Party; (d) Bank's release of any security for the Loan, including, without limitation, the reconveyance of any portion(s) of the Project from the lien of the Deed of Trust shall not constitute a waiver or relinquishment of Subordinating Party's unconditional subordination of the liens or charges of Subordinating Party's Security Documents against the Project to the lien or charge of the Deed of Trust; -5- 4821-4251-8639v.30096250-000012 25L-147 EXHIBIT 4 (a) Bank would not make the Loan to Borrower absent the execution of this Agreement by Subordinating Party; (f) Bank has no duty to disclose to Subordinating Party any facts Bank may now know or hereafter know about Borrower or the partners or successors of Borrower, regardless of whether (i) Bank has reason to believe that any such facts may increase materially the risk beyond that which Subordinating Party intends to assume, (ii) Bank may have reason to believe that such facts are unknown to Subordinating Party, or (iii) Bank has a reasonable opportunity to communicate such facts to Subordinating Party, it being understood and agreed that Subordinating Party is fully responsible for being and keeping informed of the financial condition of Borrower and/or any partners or successors of Borrower and of all circumstances bearing on the risk of non-payment of any indebtedness of Borrower to Bank described in this Agreement; (g) Subordinating Party has made such independent legal and factual inquiries and examinations as Subordinating Party deems necessary or desirable, and Subordinating Party has relied solely on said independent inquiries and examinations in entering into this Agreement; (h) The Subordinating Party's Loan Documents as described in Exhibit "B" attached hereto are all of the documents evidencing, securing or pertaining to Subordinating Party's Loan, true, correct and complete copies thereof have been delivered to Bank and the Subordinating Party's Loan Documents have not been amended or modified except as reflected thereon; (i) As of the date set forth above, the Subordinating Party has no offset, defense, deduction or claim against Borrower under any of the Subordinating Party's Loan Documents, Borrower is not in default under any of the Subordinating Party's Loan Documents and the Subordinating Party knows of no event that has occurred or is continuing which, with the passage of time or the giving of notice, or both would constitute a default under any of the Subordinating Party's Loan Documents; 0) Each and every covenant, condition and obligation contained in the Subordinating Party's Loan Documents required to be performed or satisfied as of the date hereof, and each and every matter required to be approved the Subordinating Party as of the date hereof, has been satisfied and/or approved and/or waived as applicable, including, without limitation, all conditions precedent to Borrower's right to commence construction of the Improvements, all of which conditions have been satisfied and/or approved and/or waived, as applicable, as of the date set forth above; (k) Under Subordinating Party's Loan Documents, Borrower is not obligated to commence construction of the Improvements until ///[January 1, 2019]///, and construction of the Improvements need not be completed until ///[November 1, 2020]///, subject to extension for force majeure; (1) Notwithstanding anything stated to the contrary in the Subordinating Party's Loan Documents, (i) the limited partner in Borrower shall have the right at any time and from time to time, without the approval or consent of the Subordinating Party, to assign, sell or otherwise transfer to any third party its limited partnership interest in Borrower, provided that Borrower provides notice to the Subordinating Party of such assignment, sale or transfer concurrently with such assignment, sale or transfer, and (ii) the general partner in Borrower shall have the right, without the approval or consent of the Subordinating Party, to pledge or otherwise encumber its partnership interest in Borrower to Bank and the foreclosure of such pledge by Bank shall not cause an event of default under the Subordinating Party's Loan Documents; (m) Notwithstanding anything stated to the contrary in the Subordinating Party's Loan Documents, Subordinating Party's interest in the plans and specifications and all data, drawings, contracts and agreements relating thereto and all contracts and agreements relating to the construction of the Improvements shall be subject and subordinate to Bank's interest in the same; -6- 4821-4251-8639v.3009625M00012 25L-148 EXHIBIT 4 (n) Notwithstanding anything stated to the contrary in the Subordinating Party's Loan Documents, Subordinating Party's rights in and to the leases and rents of the Property shall be subject and subordinate to the rights of Bank to same; and (0) Notwithstanding anything stated to the contrary in the Subordinating Party's Loan Documents, the occurrence of an Event of Default under the Loan Documents shall not in and of itself constitute a default or an event of default under any of the Subordinating Party's Loan Documents unless the occurrence of such event shall constitute a separate default under the Subordinating Party's Loan Documents. (p) The subordination of the Subordinating Party's Loan shall continue in the event that any payment with respect to any Loan Document (whether by or on behalf of Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is for any reason repaid or returned to Borrower or its insolvent estate, or avoided, set aside or required to be paid to Borrower, a trustee, a receiver or other similar party under any bankruptcy, insolvency or receivership or similar law under any bankruptcy, insolvency, receivership or similar proceeding. In such event, the Loan or any part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding to the extent of any repayment, return or other action, as if such payment on account of the Loan had not been made. (q) Subordinating Party shall not commence in or join with any other creditor in commencing any bankruptcy, insolvency, receivership or similar proceeding involving Borrower and Subordinating Party shall not initiate any action, motion or request in any such proceeding involving any other person or entity, which seeks the consolidation of some or all of the assets of Borrower into such proceeding. In the event of any such proceeding relating to Borrower or the Property or, in the event of any such proceeding relating to any other person or entity into which (notwithstanding the covenant in the first sentence of this clause) the assets or interests of Borrower are consolidated, then in either event, the Loan shall first be paid in full before Subordinating Party shall be entitled to receive or retain any payment or distribution with respect to the Subordinating Party's Loan. Subordinating Party agrees that (i) the Bank shall receive all payments and distributions of every kind or character in respect of the Subordinating Party's Loan to which the Subordinating Party would otherwise be entitled, before the subordination provisions of this Agreement (including, without limitation, any payments or distributions during the pendency of any bankruptcy, insolvency, receivership or similar proceeding involving Borrower or the Property) until the Loan is repaid in full, and (ii) the subordination of the Subordinating Party's Loan and the Subordinating Party's Security Documents shall not be affected in any way by the Bank electing, under Section 1111(b) of the Federal Bankruptcy Code, to have its claim treated as being a fully secured claim. In addition, Subordinating Party hereby covenants and agrees that, in connection with such a proceeding involving Borrower, neither Subordinating Party nor any of its affiliates shall (i) make or participate in a loan facility to or for the benefit of Borrower on a basis that is senior to or pari passu with the liens and interests held by Bank pursuant to the Loan Documents and (ii) not contest the continued accrual of interest on the Loan, in accordance with and at the rate specified in the Loan Documents, both for periods before and for periods after commencement of such proceedings. 12. ATTORNEYS' FEES. If either Subordinating Party or Bank shall bring an action against the other by reason of the breach of any covenant, provision, or condition of this Agreement, or otherwise arising out of this Agreement, the unsuccessful party shall pay to the prevailing party reasonable attorneys' fees, which fees shall be payable whether or not any action is prosecuted to judgment. The term "prevailing party" shall include, without limitation, a party who brings an action against the other by reason of the other's breach or default and obtains substantially the relief sought, whether by compromise, settlement, orjudgment. 13. ESTOPPEL CERTIFICATES. Either party shall, within twenty (20) days following the other party's written request therefor, execute and deliver to such requesting party an estoppel certificate in form and substance reasonably satisfactory to the requesting party. -7- 4821-4251-8639v.30096250-000012 25L-149 EXHIBIT 4 14. GOVERNING JURISDICTION. This Agreement shall be governed by the laws of the State of California and shall be binding upon, and shall inure to the benefit of, the parties to this Agreement and their respective successors and assigns. 15. SEVERABILITY. In case one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein unless the effect thereof would materially alter the benefits or burdens hereof to the parties hereto. 16. THIRD PARTIES. Subordinating Party recognizes that Bank may show copies of this Agreement to other institutional lenders who are interested in the matters covered in this Agreement and Subordinating Party agrees that such other institutional lenders may also materially rely upon the representations, warranties and agreements made by the Subordinating Party in this Agreement. 17. COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument. [Signature page follows] -8- 4821-4251-8639v.30096250-000012 25L-150 EXHIBIT 4 WHEREAS, this Subordination Agreement has been executed by the parties as of the date first written above. SUBORDINATING PARTY: CITY OF SANTA ANA Raul Godinez II City Manager Dated: ATTEST: Maria D. Huizar Clerk of the Council Dated: APPROVED AS TO FORM: Dated: �31 P} 16 --ram RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency Dated: 4821-0251-8639v.3009625MOOD12 25L9151 EXHIBIT 4 BANK: MUFG UNION BANK, N.A., a national banking association By: Jessica Mackenzie Director -10- 4821-4251-8639v.30096250-000012 25L-152 EXHIBIT 4 JOINDER Unless expressly defined herein, all capitalized terms used herein shall have the same meanings ascribed to them in the Subordination Agreement (the "Subordination Agreement") to which this Joinder is attached. The undersigned hereby acknowledges receipt of a copy of the Subordination Agreement and, as fee owner of the Property, hereby consents to, approves and agrees to be bound by all of the terms and conditions set forth in the Subordination Agreement. BORROWER: SANTA ANA VILLAGE LP, a California limited partnership By: JHC-Santa Ana Village LLC, a California limited liability company, its General Partner By: Jamboree Housing Corporation, a California/nonprofit public be fit corporation, its sole Mr' !/ra/' � nage By: Michael Massie Senior Vice President, Finance 48214251-8639v.30096250-000012 25L-153 EXHIBIT 4 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 On before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/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. WITNESS my hand and official seal. Signature (Seal) 4821-4251-8639v.30096250-000012 25L-154 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 On before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/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. WITNESS my hand and official seal. (Seal) 4821-4251-8639v.30096250-000012 25L-155 EXHIBIT 4 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 On before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/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. WITNESS my hand and official seal. Signature (Seal) 4821-4251-8639v.30096250-000012 25L-156 A:/:11:1110 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 On before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/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. WITNESS my hand and official seal. Sig (Seal) 4821-4251-8639v.30096250-000012 25L-157 EXHIBIT 4 EXHIBIT "A" LEGAL DESCRIPTION (ATTACHED) EXHIBIT "A" 4821-4251-8639v.30096250-000012 25L-158 Form No. 1068-2 ALTA Plain Language Commitment Commitment No.: NCS- Page Number:4 &C3/RDT 4 1. 2. Kl 4. SCHEDULE A Commitment Date: January 30, 2018 at 7:30 A.M. Policy or Policies to be issued: (A) ALTA Owner's Policy To Be Determined Proposed Insured: To Be Determined (B) ALTA Loan Policy ALTA Extended Loan Policy Proposed Insured: To Be Determined (A) The estate or interest in the land described in this Commitment is: Fee (B) Title to said estate or interest at the date hereof is vested in: Santa Ana Village LP, a California Limited Partnership Amount $To Be Determined $To Be Determined The land referred to in this Commitment is situated in the City of Santa Ana, County of Orange, State of California, and is described as follows: PARCEL "B" AS SHOWN ON LOT LINE OF ADJUSTMENT NO. 91-01, AS EVIDENCED BY DOCUMENT RECORDED JUNE 17, 1991 AS INSTRUMENT NO. 91-306696 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING ALL OF PARCEL 1 OF PARCEL MAP FILED IN BOOK 80, PAGES 32 AND 33 OF PARCEL MAPS, RECORDS OF SAID ORANGE COUNTY, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, TOGETHER WITH A PORTION OF SAID LOT "I" OF TRACT" NO. 13804, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHERLY TERMINUS OF THAT CERTAIN COURSE IN THE WESTERLY LINE OF SAID LOT "I" SHOWN AS "N 0038'52" W 102.24"' ON SAID MAP; THENCE NORTH 891 21' 08" EAST 8.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 890 21' 08" EAST 6.00 FEET; THENCE SOUTH 0° 38' 52" EAST 25.42 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 61.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 21° 02' 22" AN ARC LENGTH OF 22.40 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 59.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE, FROM AN INITIAL RADIAL LINE WHICH BEARS NORTH 680 18' 46" EAST, THROUGH A CENTRAL ANGLE OF 210 02' 22" AN ARC LENGTH OF 21.67 FEET; THENCE SOUTH 0° 38' 52" EAST 40.58 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 110.00 FEET, THENCE SOUTHEAST"/ LONGElidD CURVE, THROUGH A CENTRAL ANGLE OF Form No. 1068-2 ALTA Plain Language Commitment Commitment No.: NCS-6z�9CiB6-A�SgL-r 4 Page Number:5 CJ�I�I D� 190 14' 30" AN ARC LENGTH OF 36.94 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 50.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, FROM AN INITIAL RADIAL LINE WHICH BEARS SOUTH 700 0638" WEST, THROUGH A CENTRAL ANGLE OF 240 54' 33" AN ARC LENGTH OF 21.74 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 110.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, FROM AN INITIAL RADIAL LINE WHICH BEARS SOUTH 450 12' 05" WEST, THROUGH A CENTRAL ANGLE OF 22° 02' 09" AN ARC LENGTH OF 42.31 FEET TO A POINT IN THAT CERTAIN COURSE IN THE EASTERLY LINE OF SAID LOT "I" SHOWN AS "NORTH 00 40' 13" WEST 132.34"' ON SAID MAP; SAID POINT LYING 7.00 FEET NORTHERLY ALONG SAID COURSE, FROM ITS SOUTHERLY TERMINUS; THENCE SOUTH 00 40' 13" EAST 7.00 FEET TO SAID SOUTHERLY TERMINUS, THENCE ALONG THE SOUTHERLY, EASTERLY AND NORTHERLY LINES OF SAID PARCEL 1 THE FOLLOWING COURSES: NORTH 890 32' 17" EAST 268.75 FEET; NORTH 00 35' 48" WEST 211.42 FEET; SOUTH 890 33' 30" WEST 317.87 FEET; AND WESTERLY AND SOUTHWESTERLY ALONG A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 17.00 FEET, THROUGH A CENTRAL ANGLE OF 900 12' 22" AN ARC LENGTH OF 26.76 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS NOW AND HEREAFTER IN, ON AND UNDER THAT PART OF SAID LAND BUT WITHOUT ANY RIGHT OF ENTRY UPON SAID LAND OR WITHIN SAID TOP 500 FEET THEREOF FOR ANY PURPOSES WHATSOEVER, AS RESERVED BY THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES, A CORPORATION SOLE, IN THE DEED RECORDED MAY 28, 1976 IN BOOK 11753, PAGE 849 OF OFFICIAL RECORDS. EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS NOW AND HEREAFTER IN, ON AND UNDER THAT PART OF SAID LAND BUT WITHOUT ANY RIGHT OF ENTRY UPON SAID LAND OR WITHIN SAID TOP 500 FEET THEREOF FOR ANY PURPOSES WHATSOEVER, AS RESERVED IN A DEED RECORDED MAY 28, 1975 IN BOOK 11754, PAGE 935 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ALL OIL, MINERAL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET UNDER SAID LAND, WITHOUT RIGHT OF SURFACE ENTRY, AS RESERVED BY D&D DEVELOPMENT COMPANY, A CALIFORNIA CORPORATION, IN DEED RECORDED JULY 10, 1991 AS INSTRUMENT NO. 91-356825 OF OFFICIAL RECORDS. APN: 144-341-07 (Affects: Portion of said land) and 144-551-51 (Affects: Portion of said land) 25L-160 EXHIBIT 4 EXHIBIT "B" SUBORDINATING PARTY'S LOAN DOCUMENTS 1. HOME Loan Agreement dated August 21, 2018, by and between Subordinating Party and Borrower (the "Subordinating Party's Loan Agreement"). 2. City HOME Loan Note Secured by Subordinated Deed of Trust to the City of Santa Ana, California dated August 21, 2018, executed by Borrower to the order of Subordinating Party. 3. City HOME Deed of Trust and Assignment of Rents dated August 21, 2018, executed by Borrower for the benefit of Subordinating Party ("Subordinating Party's Deed of Trust"). 4. Affordability Restrictions on Transfer of Property dated August 21, 2018, by and between Subordinating Party and Borrower ("Subordinating Party's Restrictions"). For the avoidance of doubt, Subordinating Party's Restrictions, except Sections 3.5 and 18 contained therein, shall at all times be prior and superior to the Deed of Trust. EXHIBIT "B" 4821-4251-8639v.30096250-000012 25L-161 EXHIBIT 4 APPENDIX I (Appendix I - Definitions) Attached 4821-4251-8639v.30096250-000012 25L-162 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE AGREEMENT WITH WILLDAN HOMELAND SOLUTIONS FOR GRANT PROJECT AND FISCAL COORDINATOR SERVICES (STRATEGIC PLAN GOAL NO. 1, 36) r RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on ls' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a one-year professional services agreement with Willdan Homeland Solutions, an operating division of Willdan Group, Inc. for on -site project and fiscal grant management services, for the period beginning September 1, 2018 and ending August 31, 2019, in an annual amount not to exceed $144,840, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The United States Department of Homeland Security (DHS) developed the Urban Areas Security Initiative (UASI) federal grant program. UASI provides funds to local emergency first responders to enhance security and overall preparedness to prevent, protect, mitigate respond to, and recover from acts of terrorism. The grant specifically provides funding for management and administration, anti -terror planning, organizing, equipment, training, exercises, and technical assistance. Under the UASI funding program, the City of Santa Ana and City of Anaheim have been designated as -Urban Area Core Cities and serve as the grant recipients responsible for the management and administration of the UASI grant funds. The Santa Ana and Anaheim Police Departments alternate fiscal responsibility for the grant. Anaheim manages the grant during the even years (i.e., 2010, 2012, 2014 etc.), while Santa Ana manages the grant during the odd years (i.e., 2009, 2011, 2013, etc.). The on -site grant management services necessary for the management of the UASI Grant program include, but are not limited to: oversight of all assigned project activities; assisting with the development of grant applications, ensuring grant finances are processed appropriately and in compliance with established federal, state, and local statutes; and maintaining UASI sub - recipient guidelines and policies to include new laws, rules and requirements issued by DHS and the California Governor's Office of Emergency Services (Cal OES). The UASI Grant program funds this professional services agreement in both odd and even years. 25M-1 Agreement with Willdan Homeland Solutions August 21, 2018 Page 2 The agreement includes 2,000 hours of work at $68.92 per hour ($137,840), $7,000 for training and travel, for a total agreement amount of $144,840. The professional services rate proposed by Willdan Homeland Services was determined to be within the range expected for such services. The one-year professional services agreement is exempt from bidding requirements under SAMC sec. 2-807(e), and will remain in effect from September 1, 2018 through August 31, 2019. The skills and job knowledge required to complete the scope of service are highly specialized and not readily available in the market place. This knowledge includes, but is not limited to, an in-depth knowledge of the Urban Areas Security Initiative (UASI) federal grant program, grant reporting requirements, program accounting procedures, and federal uniform guidance requirements. Willdan Homeland Services has been providing these professional services since 2012 and has developed special skills and organizational knowledge to effectively manage the homeland security grants awarded to the City of Santa Ana. The term may be extended for an additional one-year term contingent upon grant funding being secured to cover the costs for the additional term by the City with the funding to be approved by the City Council. The term may be extended upon a writing executed by the City Manager and the City Attorney, subject to non -substantive changes approved by the City Manager and City Attorney. The Santa Ana Police Department's Homeland Security Division is satisfied with the grant management services provided by Willdan Homeland Services and recommends approval of this agreement. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 1 - Community Safety, Objective #313 (promote ongoing efforts to obtain grant funding for activities that will assist in preventing, enforcing, and reducing criminal activity and traffic collisions). FISCAL IMPACT Funds in the amount of $144,480 are available in the FY 2016 & FY 2017 UASI Grant fund contract services accounts (accounting no. 12514491-62300 and 12514407-62300) for the 2018- 19 fiscal year. m Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Sergio \Vidal �.IfLC�tiS7 Assistant Director Finance and Management Services Agency Exhibit: 1. Agreement with Willdan Homeland Solutions 25M-2 Exhibit 1 PROFESSIONAL SERVICES AGREEMENT TO PROVIDE GRANT PROJECT & FISCAL COORDINATOR SERVICES THIS AGREEMENT, made and entered into this 211 day of August, 2018 by and between WILLDAN HOMELAND SOLUTIONS, an operating division of WILLDAN GROUP, Inc., a California corporation (hereinafter "Consultant', and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. City, acting through the Santa Ana Police Department in its capacity as a Core City and lead agency for the Anaheim / Santa Ana Urban Area under the Urban Areas Security Initiative ("UASI'), has applied for, received and accepted a grant from the federal Department of Homeland Security, Office of Domestic Preparedness, through the State of California, Office of Emergency Services, to enhance countywide emergency preparedness, hereinafter referred to as "the Grant". B. The City desires to contract with an expert in providing Project and Fiscal Coordinator — Grant Management Services. C. Consultant represents that it has the necessary skills and experience to provide assistance in developing grant applications, invoicing and processing payment documents in compliance with grant policies, and maintaining guidelines and polices required by grant providers. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall develop and provide grant management services as set forth in Exhibit A, attached hereto and incorporated by this reference. All services required hereunder shall conform in all respects to standards and regulations for funding by the U.S. Department of Homeland Security, and the California Office of Emergency Services. Consultant will be responsible for continued training to remain current on the management and reporting obligations required of the various Homeland Security Grant funds. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services an hourly rate of $68.92, effective September 1, 2018. Additionally, Consultant shall be reimbursed for training and travel which has been pre -approved, in writing, by City. The total sum that can be expended during the term of this Agreement (September 1, 2018 through August 31, 2019) shall not exceed $144,840 — annually. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work 25M-3 which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. USE AND OWNERSHIP OF DOCUMENTS It is understood by and agreed to between the parties that all written papers or materials prepared pursuant to this Agreement, paid for with Grant funds, or composed utilizing information provided by Santa Ana, shall be the property of Santa Ana and shall be delivered to Santa Ana upon completion of the services hereunder. 4. TERM This Agreement shall commence on September 1, 2018 and terminate on August 31, 2019, unless terminated earlier pursuant to Section 13, below. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. 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. c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: 25M-4 (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 canceled without thirty (30) days prior written notice to the City. Ten (10) days notice if cancellation is due to non-payment of premium. d. 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 and shall indemnify and hold harmless the City, its officers, agents, employees, and special counsel from liability for personal injury, or just compensation, arising out of claims for personal injury, including death, and claims for property damage, to the extent they arise from the negligent or willful misconduct in the performance of operations or errors or omissions 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. S. 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. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified 25M-5 mail, postage prepaid, or sent by telefacsimile 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 Telefacsimile (714) 647-6956 With courtesy copies to: Santa Ana Police Department City Attorney UASI / Homeland Security Division City of Santa Ana 60 Civic Center Plaza 20 Civic Center Plaza (M-29) P.O. Box 1981 (M-97) P.O. Box 1988 Santa Ana, California 92702 Santa Ana, California 92702 Attn: Kanan Blake Telefacsimile (714) 647-6515 Email: kblake@santa-ana.org Telefacsimile (714) 245-8098 To Consultant: Mike Hooper Willdan Homeland Solutions 2401 East Katella Avenue, Suite 300 Anaheim, California 92806 Office (714) 940-6389 Email: mhooper@willdan.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 telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25M-6 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In the event that grant funding is not secured, City has the right to terminate the Agreement immediately upon exhaustion of the grant funds. 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 Chief of Police 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 that fails to meet the standard of performance specified in the Recitals of this Agreement. iC!l7RY�T71311�/;ll Y (�7►1 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. 15. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25M-7 17. CONSULTANT CERTIFICATIONS a. Debarment and Suspension — Contractor will comply, and all its contractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Contractor agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. C. Americans with Disabilities Act of 1990 - (ADA) Contractor must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". C. Contractor will comply with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its contractors will comply, with all requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non -Discrimination and Equal Opportunity - Contractor will comply, and all its contractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drag Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Contractor will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its contractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended 25M-8 by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its contractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its contractors will comply, with all requirements of the Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its contractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its contractors will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. m. Contractor will comply, and all its contractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its contractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its contractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor will comply with the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387) as applicable. q. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. r. Pursuant to 2 CFR section 200.315, Contractor may copyright any work that is subject to copyright and was developed, or for which ownership was acquired, under a Federal award. The Federal awarding agency reserves a royalty -free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so. The Federal government has the right to: (1) Obtain, reproduce, publish or otherwise use the data produced under a Federal award; and (2) Authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. 25M-9 Contractor will provide information pursuant to 2 CFR section 200.315(e) for response to a Freedom of Information Request when applicable. S. Contractor will comply with the provisions of 2 C.F.R. section 200.315 regarding the use of intangible property. t. Contractor will comply with all applicable local, state and federal statutes, codes and regulations regarding the use of state or federal grant funds and property acquired with those grant funds. U. If the product is defective, does not function as represented or advertised, City is entitled to either a full refund of the purchase price or replacement of the product for a new product at the City's election. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall 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 t y 13y TAMAM§666SIAP Assistant City Attorney RECOMMENDED FOR APPROVAL: DAVE VALENTIN Chief of Police CITY OF SANTA ANA, a municipal Corporation of the State of California RAUL GODINEZ I1 City Manager WILLDAN HOMELAND SOLUTIONS MIKE HOOPER President and CEO 25M-10 EXHIBIT A JOB DESCRIPTION GRANT PROJECT & FISCAL COORDINATOR 25M-11 &` Anaheim/ Santa Ana UASI Grant Office Job Title: Grant Project & Fiscal Job Category: Contra-.tor/Consultant Coordinator Department Grou Project Management Unit; / F. I Job Code: UASID33 Financial & Audit Unit Agency I Santa Ana Police Department Job Desulption Reporting Relationships/Supervision Reports to the UASI Grant Coordinator and Administrator. Works in dose coordination with Project Coordinators, Sub•Re:)Pients, City Finance, and the California Office of EmcrgencyServices. Liaison to the UASI Working Group (UAWG), UASI Steering Committee, UAR'G Sub-Cemmittees, and Orange County InteR:gienco Assessment Center ICCIAQ Fusion Center. Basic Function The Gran: Project & Fiscal Coordinator plans, Organizes, manages, and directs activities related to project management any the Financial and Audit Unit. Ensures successful Integration of all aspects of protects, Including tedhnical, financial, legal, and political, to ensure that projects ass ned stay on budget and on schedule. Ensures grant finance; are In compliance, submits cash advances/request; In a timely manner, traCG expenditures and tudg-6, processes sub -recipient reWbursernent requests, and manages detailed recordkeeping. Responsibilities Prmpd IEanwrimpnt and l7wrdination • Responsible for the nuinaZement and oversighl of all assigned protect activities indudiine but not limited to: contract management and milestone monitoring, ensuring compliance with all applicable rules and. regulations, mama€roes budgets, ensuring participation of as reyonal public safety agenzei, and regular reporting • Pro'ida review of project appfications, ensuring Authorized Equipment List(AEL) compliance. • Supports the coordination and Implementation of the contracting process such Request for Prepo;al (RFP) developmen: and creation, review, and processirg of agreements. • Participates in gent application and investmen: justification; at region::], stare and federal level. • Provides updates on project status and/or program goal;/initiati'rs. • Prov'de; briefings to the UASI Wmsirsg Group, UAS] Steering Committee, and UAVJG Sub. Committees, and OCMC Fu;ion Center. • Assists with entry of equipment item; into VAsetrack lrrentory Systen. Compile necessary documenta:on for attachment to each item in systen. • Review of required documentation juinnittcd bystaff and subsirccipicsits to iinchipc project applications, ESP, CoIOES approves (including but not limited to Sole Source, Vchide Approval, Emergency Operation Center approvals, and AircraftAValercraft Approval). quarierly reports, and project budgets. • Review all sub -recipient training reimbursement requests, to ensure ail documentarian has been completed, all required back-up has been submitted and expenditures add up correctly. Contact sub. recipients in order to a;k for dafificaticn, or request missing documentation as needed. Enter In al out;ide and internal training requests into Excel spreadsheet for reporting, tracking, and reimbursement puroses. • Acts as lieison to OCIAC Fusion Center. • Attends efanning and updpte meetingi as requested or deemed necessary. 25M-12 Anaheim/ Santa Ana UASI Grant Office • Frovides programmatic and foal status reports ltfi-svrekly, manthly, and Coordinator and OCIAC Viector. i noel I Id AydlILIAMROMI City Fironziol Frocedures: • Upon receiot of grant award information, compete appmpriati= ad;ustment for attachment to the request far council approval, in order for ntw grant account number neation and budget atucations per object code. • Comp'ete lavesc s entry of Projects and Activities, in order to create budget al'acations by protect, and create Activity numbers that identify project and solutice area as an accounting mechanism. • PrClefa cutchase ordcss and attach suppuning documentation, such asimmices and packing slips, pro'e'de a=unting Information and gran) to be charged. orate reimbLUMMent packet, and send to My Finance for vendor payment. • Process incoming invoices for contract vendors, attach supporting docoru. l orr, for creation of direct payment vouchers, create reimbursement packet, and serld to peter rtxal for payment. • Process sub -recipient reimbursement packets to check for required finandal paperwork and completion, prcvess sub -recipient invoices, create reimbursement packet, and send to Polce Fiscal for payment. • Turn In bimonthly timeiheen for grant paserure, collect oveniare cats, artd turn Into Police Fisral for posting Renew monthly larxr distiibulion reports, attaching appropriate timesheets, chits, and use PH PaymR program to printout adJilional information as required. • Complete budget pile=tlons for each open Homeland Security Grant, InCuding approved positions, and send mr,plettil budget to Police Fiscal for Indus'mn into the Cty Budget for each new fiscaf year. • Upon close of grant, complete raoncillalion or City General redder and all Erant cash requests, completing necessary journal voucher to balance dhoepandei • "Weld anaivtl<al suppnrt for project managers, grant manaber, anJ grant adminisLator as revM. Cerforma Oryica of Emergency Servizes (COVES) Procedures: • Crs re fnandal u:mplwi;e with the grant and any Una acial drectives S4 forth by the Cdlforrla Office of _me.-gency, Services (prer.ou5ly the Office of Hcn-.elard Securivil and the Department of IlomJand Seamty. Liaison pith local, stare and federal agencies regarding financial matters related to the adm:nistrat:on of the Homeland Security Grants. • Part-cipdri in gran) application and investment justification at regional, star,. and federal level. • Awsl and complete grail epplicetions and grant modir;r !Jon requests via the California Office Of Emergency Services workhaok, confuning modifications to ti'e inlamal project matrix, training and ecarcise rosters, approved protect agpfica.ians, and rrCecicd Lithe •wod.hook. • Complete grail cash recpiesls and advances using the workbook, from compiled reimbursement packets, srairiag packets, equipment ledger, and City General ledger via lA%V50H. Req.test City Invoice, attach v ortbook, and send to the California Office of Emergency Services for reimbursement. • Cnce checks have been received f-om the Slane, add a copy to thecash req-test fdes, attach partinenl city invo'ce, and detiver to treasury for deposit. • :York with City Accountant to calmlate interest earned c n rash adaar[es, trading vendmJsub-teciptenl payment, compared to advance check ftosit dates Request check to [lie Federal Depallmerill of Health and Human Services, for all Interest earned on grant adaaeces. • Maintain an updated database of all financial poinit or contact aid conifuct per'ortk on -site financial monitoring of Homeland Security Grant sub -recipients • Cr iduct financial and budEerary analysis of General ledger, Prnjrxt and Activity Report, Labor Diminution Report, and Revenue Ledger report. Prepmes and submits bl-annual progress reports (551R) Imp th., PelQral Gram RSPanlrg ICOI 25M-13 Anaheim/ Santa Ana UASI Grant Office UASI Groh Ojfce Procednes • Attend Urban Area Se_urity Initiative Working Group and Steeling Canunitlee meetings ds pmgfammatic and fin3nc(31 point of contact. • Update and revise Urban Arras Serity Irilialive Sub -Recipient Guidelines and Policies, m Include new laps, rules, and requirements from DHS and Cal -DES, as wall as updated Grant Office procedures for project managers and suh-recipientc • Update any Anaheim / Santa Ana UASf forms with each new grant year, including reimbursement forms, project appkcations, project modifications, monitoring faints, training forms, reporting forms, and other. • Keep in constant communication with grant project managers to ensure appropriate federal, state, and Iota' requirements are being met and they meet grant deadlines. • Send out reminder when the Ouaileriy Project Status Repurts are dux, review for mmplelenecs, and forward to the appropriate office staff for review. • provides prograrnmatic and fiscal status reports (hi-w�kly, monthly, and quarterly) to the UASI Grant Coordnator. Knowledge, Skills, and Abltitfes Full understanding of federal and CdI31S Homeland Security Grant Guidance and full understanding of the Anaheim/Santa Ana UASI Sub-redplent Grant Guidance. General kn; vrir-dge of government contracting/procurement processes. Ability to manaae prajcct budgets. Ability to facilitate grwip meetings. Ability to research topics unfamiliar to their normal areas of expertise and experience hvithin Homeland Security Grant relevancy) and develop program/project plans. Knowledge of grant finarcial management requirements. and ability to read through the aapricaie cede of federal regu'atioro. Oh1R drarlan. Environmental & Histcric Preservation requirement;, Cal-01S Strategic Goals & Objectives. Care Cepabilitics, Procurement and Furchaslrg Policies, and Travel Palicfas, for the Urban Area Security Initiative iUASI) grants and Homeland Security Grant Prcgram (HSGP). Ability to marage project budgets. Ability to facilitate group meetings. Ability to research topics unfamiliar to their normal areas of expertise and expo ience (within Homeland Security Grant relevancy) and develop pr_gram/project p13ns. Ab lity to maintain goad w•orkirg relationships with all stakeholders within the UASI, state or outade agencies, ether team members, stilt and the immunity based stakeholders. Knowledge and ability to use LAWSON Anarlax fanagement Syacrn Sot -ware, 112K payroll S•y:tern Software, the Fedora' Grant Raportirg Tod, and PIicro;cY. programs such a; Word, Excel, Outlook, Powa.'Poirt, Publisher, and the vfisetrack Irw�entory System. Kr0vfed6e al munlclpal Eayernment operations, city financial mounting txhniqum, procurement, hud6etary processes and controls. Aovanced verba' and written communication sails. A!rfty to solve proJam; Aboe aserge polijcaJa_uman._ Date: 25M-14 EXHIBIT B WILLDAN HOMELAND SECUIRTY PRICING PROPOSAL 25M-15 25M-16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED APPROVE AGREEMENT WITH GENSLER ❑ As Recommended FOR THE GRANT -FUNDED SANTA ANA ❑ As Amended REGIONAL TRANSPORTATION CENTER ❑ Ordinance on Reading El2n Ordinance on a Reading BIKE STATION ARCHITECTURAL ❑ Implementing Resolution DESIGN ❑ Set Public Hearing For (PROJECT NO. 18-6912) {STRATEGIC PLAN NO. 6, 1G} CONTINUED TO FILE NUMBER CITY M AGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute an agreement with Gensler for a three-year term beginning August 21, 2018, and expiring on August 20, 2021, with the option for the City to grant up to two one-year renewal options exercisable by the City Manager and the City Attorney, to provide architectural design services for the Santa Ana Regional Transportation Center Bike Station, in the total amount not to exceed $149,000, which includes a 2.8 percent contingency in the amount of $4,076, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Regional Transportation Center (SARTC) Bike Station project has been identified in the FY 2018/19 Capital Improvement Program based on a $1.25 million Bicycle Corridor Improvement Program (BCIP) grant which the City applied for in 2016, and which the City secured in January 2018. The grant funding falls under the state's Congestion Mitigation and Air Quality Improvement Program. The project scope of work includes secured indoor bicycle storage, lockers, restrooms with showers, a storage room, and a community bicycle workspace. The project is generally located at the south end of the SARTC parking structure (Exhibit 1). On April of 2018, the Public Works Agency released a Request for Proposals (RFP) inviting qualified firms to submit proposals for architectural design services. According to the prospective bidder data provided by PlarietBids, a web -based eProcurement company, 19 vendors viewed the RFP and 11 vendors downloaded the document. On May of 2018, two proposals were received. Because federal funds will be used for this project, the City is mandated to follow the California Department of Transportation (Caltrans) approved process for the evaluation and selection of a 25N-1 Agreement with Gensler for Architectural Design Services — SARTC Bike Center August 21, 2018 Page 2 consultant. For all Architectural and Engineering consultant contracts, the process requires that Caltrans reviews and accepts the specific procurement processes prior to contract award. Each of the two firms were rated according to the firm/team experience, understanding of services needed, relevant project experience, proposed project schedule, and familiarity with the specific source of federal funding. The following is the list of those firms and their respective evaluation scores: Rank Firm Score 1 Gensler 80.5 2 Rengel + Co Architects 67.0 Staff recommends the top ranked firm, Gensler, be retained to design the SARTC Bike Station. Based on the schedule of rates and fees, which is incorporated into the contract (Exhibit 2), the proposed fee in an amount not to exceed $144,924 is recommended for City Council approval. Staff requests authorization of a 2.8 percent design services contingency in the amount of $4,076 for a total agreement amount not to exceed $149,000. The grant funds are sufficient to cover this contract, as well as anticipated City staff costs. 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds have been budgeted and are available for expenditure in the Select Street Construction Account (No. 05917660-66220) in the total amount not to exceed $149,000. Funds will be spent according to the estimated spending plan below. Any unspent, encumbered balance will be carried forward into subsequent fiscal years as needed to fulfill the agreement. 25N-2 Agreement with Gensler for Architectural Design Services — SARTC Bike Center August 21, 2018 Page 3 Contract Period Fiscal Year Amount FY 2018/19 $108,700 FY 2019/20 $39,223 FY 2020/21 $1,077 TOTAL: $149,000 APPROVED AS TO FUNDS AND ACCOUNTS: Fuad Sweiss, PE, PLS Sergio Vidal T( i-gI Executivo Director Assistant Director Public ftrks Agency Finance and Management Services Agency FSS/EWG/JG/SF Exhibits: 1. Location Map 2. Consultant Agreement 25N-3 25N-4 SANTA ANA MM it AN PWA PROJECT EXHIBIT 1 PROJECT 18-6912 SANTA ANA REGIONAL TRANSPORTATION CENTER NEW BIKE STATION PAGE 1 OF 1 25N-5 25N-6 AGREEMENT TO PROVIDE ARCHITECTURAL SERVICES FOR NEW BIKE STATION AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER THIS AGREEMENT is made and entered into this 21st day of August, 2018 by and between Gensler ("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 April 23, 2018, the City issued Request for Proposal No. 18-036, by which it sought a consultant to provide professional Architectural Services for a new Bike Station at the Santa Ana Regional Transportation Center. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-036. 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. 18-036 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. ALLOWABLE COSTS AND PAYMENTS a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total sum to be expended under the tern of this Agreement, including any extension periods, shall not exceed $149,000. This sum is comprised of (1) the base amount of $144,924 and (2) a contingency in the amount of $4,076 for additional services at the City's sole discretion. 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 2 Page 1 of 12 25N-7 3. COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS a. Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. b. Consultant agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. C. Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to City. 4. PERFORMANCE PERIOD a. This Agreement shall go into effect on the date first written above, contingent upon approval by City, and Consultant shall commence work after notification to proceed by City. This Agreement shall end on August 20, 2021, unless terminated earlier in accordance with Section 21. The term of this Agreement may be extended for up to two 1-year periods upon a writing executed by the City Manager and City Attorney. b. Consultant is advised that any recommendation for contract award is not binding on City until the Agreement is fully executed and approved by City. C. The period of performance for each specific project shall be in accordance with the Task Order for that project. If work on a Task Order is in progress on the expiration date of this Agreement, the terms of the Agreement shall be extended by amendment, 5. STATE PREVAILING WAGE RATES a. If applicable, Consultant shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work. b. Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section, unless the awarding agency has an approved labor compliance program by the Director of Industrial Relations. Page 2 of 12 25N-8 C. When prevailing wages apply to the services described in the scope of work, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. 6. INDEPENDENT CONTRATOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 7. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 8. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to Page 3 of 12 25N-9 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. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (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. £ If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to firmish 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. Page 4 of 12 25N-10 9. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the 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. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and bold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 11. RETENTION OF RECORDS/AUDIT For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable, and other matters connected with the performance of this Agreement, pursuant to Government Code 8546.7, Consultant, subconsultants, and City shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Agreement, including but not limited to, the costs of administering the Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under the Agreement. The state, State Auditor, City, FHWA, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of Consultant and its certified public accountants work papers that are pertinent to the contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Page 5 of 12 25N-11 12. AUDIT REVIEW PROCEDURES a. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by mutual agreement shall be reviewed by City's Executive Director of Finance. Not later than 30 days after issuance of the final audit report, Consultant may request a review by City's Executive Director of Finance of unresolved audit issues. The request for review will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by City will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 13. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 14. CONFLICT OF INTEREST a. Consultant shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this Agreement, or any ensuing City construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing City construction project that will follow. b. Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 15. REBATES, KICKBACKS, OR OTHER UNLAWFUL CONSIDERATION Consultant warrants that this Agreement was not obtained or secured through rebates Page 6 of 12 25N-12 kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, City shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 16. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Consultant: Gensler 4675 MacArthur Court, Suite 100 Newport Beach, CA 92660 Attn: Chip Williams A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 17. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Page 7 of 12 25N-13 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 terns 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. 18. SUBCONTRACTING a, Nothing contained in this Agreement or otherwise, shall create any contractual relation between City and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to City for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions ofpersons directly employed by Consultant. Consultant's obligation to pay its subconsultant(s) is an independent obligation from City's obligation to make payments to the Consultant. Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this Agreement shall be subcontracted without written authorization by City, except that which is expressly identified in the approved Cost Proposal. C. Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by City. d. All subcontracts entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. e. Any substitution of subconsultant(s) must be approved in writing by City.prior to the start of work by the subconsultant(s). 19. EQUIPMENT PURCHASE a. Prior authorization in writing by City shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or consultant services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. b. For purchase of any item, service or consulting work not covered in Consultant's Cost Proposal and exceeding $5,000 prior authorization by City, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. Page 8 of 12 25N-14 G. Any equipment purchased as a result of this Agreement is subject to the following condition: "Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, Consultant may either keep the equipment and credit City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures and credit City in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by City and Consultant. If it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by City." 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project. 20. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 21. TERMINATION City reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant with the reasons for termination stated in the notice. City may terminate this Agreement should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, City may proceed with the work in any manner deemed proper by City. If City terminates this Agreement with Consultant, City shall pay Consultant the sum due to Consultant under this Agreement prior to termination, unless the cost of completion to City exceeds the funds remaining in the Agreement, in which case the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 22. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 9 of 12 25N-15 23. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 24. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement, 25. STATEMENT OF COMPLIANCE a. Consultant's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. b. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally -assisted programs of the Department of Transportation — Title 49 Code of Federal Regulations, Part 21 — Effectuation of Page 10 of 12 25N-16 Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. d. The Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of subconsultants, including procurement of materials and leases of equipment, The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DDT's Regulations, including employment practices when the Agreement covers a program whose goal is employment. 26. DEBARMENT AND SUSPENSION CERTIFICATION a. Consultant's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)", which certifies that he/she or any person associated therewith in the capacity of owner,.partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or deteunnled ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to City. b. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 27. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. Page 11 of 12 25N-17 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: WO.- 5mlf M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Chip Williams Title: Managing Director Page 12 of 12 25N-18 EXHIBIT A Santa Ana Transportation Center Bike Station City of Santa Ana Public Works Agency RFP No.18-036 Proposal for Architectural Services May21, 2018 Gensler 25N-19 q F.3 B V© , •, K sn..'r' . ,.ti .. .t :. t. "e.e-A®9AAM ®vf®p, • "° y o 0 i Abe o®e ®o i"OMMU eggs GE t3 31 r 0000 « 94 60 up, 9000 06 f . P 40000000000 ♦�� ♦o♦♦@@ it %. •'•••• .••••so 0 'ego •�w� ••��f 000 go 0 iw fee Go e e ♦ • ' ^'0c a •°•° i 'n' •°• 0O•'4• •' ♦�♦�♦:@�� �a":v' ���A.Q, i i° : °•� t ; %* ale e�i •°• 0000 ♦♦♦¢i@@♦1 ° • • to •'• vn • • sto p♦♦®� • • 00 : wo 5 L J P f f v ®a e e•s •* 0 • .. i S�y e.J4 it F 3 , ��ry, Y t t"• � lyfa R i •.n '•••!g+ 06 0"i 0-Z } Facebook I Menlo Park, CA Gensler I Santa Ana Regional Transportation Bike Station 25N-22 01 Statement of Qualifications Gensler I Santa Ana Regional Transportation Bike Station 25N-23 Symantec Fitness I Mountain View, CA J f 4675 MacArthur Court Tel 949.863.9434 Suite 100 Newport Beach CA 92660 USA Gensler May 21, 2018 Suzi Furjanic Project Manager Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Subject: Proposal for Architectural Services Santa Ana Regional Transportation Center New Bike Center I RFP No. 18-036 Dear Suzi: On behalf of the Gensler team, we are pleased to submit our proposal for the new bike station at the Santa Ana Regional Transportation Center. We appreciate this opportunity and look forward to demonstrating that we are the right partner to help you achieve your goals for this project. GENSLER BACKGROUND With more than 5,000+ professionals in 44 locations globally, Gensler provides architectural, design, planning, and strategic consulting services to clients worldwide. For over 50 years, we have been bringing experience, creativity, shared knowledge, and incomparable talent to every project. WE HAVE A DEPTH OF EXPERTISE AND A PASSION FOR THE PLANNING AND DESIGN OF COMMUNITY FACILITIES We've worked successfully to design many comparable projects across a broad spectrum of communities, each having its unique set of issues and concerns. Working closely with our clients, we have helped them achieve their goals through a holistic, participatory process of discovery, analysis and recommendations. Through our experiences, we understand the evolving nature of community -based facilities and the challenges of creating wonderful spaces in which to learn and grow. We also understand the complexities of designing and constructing spaces in unique and challenging sites within client budgets. DEDICATED TEAM Our goal is to provide you with a team that can best address your specific needs. Our team of architects and consulting engineers has a history of project collaboration, the right experience, and availability to meet the needs of your project. Sincerely, J Chip Williams, LEEDAP Principal I Managing Director Gensler I Santa Ana Regional Transportation Bike Station 25N-25 Contract Agreement Statement We have done a preliminary review of the proposed agreement. While there are a few revisions that Gensler would like to discuss, the agreement provides a very reasonable basis for negotiation. Item #8 Indemnification clause is proposed to be replaced with the following or similar to be agreed with City. Performance and Standard of Care Consultant shall perform all work under this Contract with the reasonable skill and care ordinarily provided by professionals practicing in the same discipline and locality under similar circumstances, taking necessary steps and precautions to perform the work to City's satisfaction. Consultant shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services furnished by the Consultant under this Contract. Consultant shall perform all work diligently, carefully, and ; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall assist the City who shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of City required in its governmental capacity, in connection with performance of the construction work. If permitted to subcontract, Consultant shall be fully responsible for all work performed by subconsultant. Gensler I Santa Ana Regional Transportation Bike Station 25N-26 About Gensler With over 5,000 professionals in 44 locations globally, Gensler provides architecture, design, planning, and strategic consulting services to clients worldwide. Bringing experience, creativity, shared knowledge, and incomparable talent to every project; we team professionals with the right skills, to the right project. We have more than 3,000 active clients in virtually every industry, and we endeavor to tailor unique solutions to address the specific needs and desires of each. FIRM HISTORY Gensler is a California Corporation that was established in San Francisco in 1965 and incorporated in 1967. Today the firm has more than 5.000 people in 44 locations worldwide. The firm is one of the top design practices in the world, integrating architectural design, interior design, planning and urban design, graphics, branding, and other design disciplines. GENSLER NEWPORT BEACH The Newport Beach office of Gensler was founded in 1981. Since its inception, the office has grown from 5 employees in a small office located on Michelson Drive, to a committed staff of over 90 professionals. Gensler Newport Beach office offers a full range of architectural and design services, with an emphasis in Workplace, Strategic Consulting, Hospitality and Retail services. Our 30 years in the Orange County market shows a commitment to our long-standing client relationships. During this time, we've helped local companies use design to strengthen and enhance their business goals. We have been at the forefront of forward - thinking design for innovative workplaces, headquarters, creative spaces and much more. OFFICE INFORMATION Address: 4675 MacArthur Court, Suite 100 Newport Beach, CA 92660 Tel 949.863.9434 Primary Contact: Nicholas Acevedo nick_acevedo@gensler.com 949.260.8597 Associate Contact: Hessam Valiki hessam_vakili@gensler.com 949.260.8594 Gensler i Santa Ana Regional Transportation Bike Station 25N-27 Our Consultants KimlepMorn CIVIL ENGINEER Founded in 1967, Kimley-Horn has grown from a small group of traffic engineers and transportation planners to a firm of over 3,100 in more than 82 offices nationwide, including 12 in California. Our growth is the result of the firm's commitment to integrity and dedication to providing quality services. For more than 50 years, Kimley-Horn has been providing comprehensive and innovative roadway, traffic, environmental, landscape architecture, and structural engineering design for municipal projects — with a robust active transportation practice focusing on complete street/green streets, multimodal transportation, and bicycle and pedestrian facilities projects. Our transportation planning and design experience has helped shape the region and state in the planning and implementation of complete street techniques to improve livability in our communities. As a local industry leader in transportation planning, design, and implementation, we strongly believe in the benefits of vehicular connectivity and the value of well -developed, safe, and convenient bicycle and walking facilities as essential elements to a quality community. Kimley-Horn has an exceptional track record successfully completing projects in partnership with public agencies throughout California. Our staff members bring vital experience working on similar roadway improvement projects in and around the City of Santa Ana. We provide a thorough knowledge of local requirements, extensive history partnering with cities, municipalities, and agencies to improve our local roadways shows that our team has the skills and commitment to successfully deliver this project. P_ BS ENGINEERS MEP ENGINEER PBS ENGINEERS, INC. is a full service mechanical, electrical and plumbing (MEP) consulting firm with a staff of over 65 professionals, all committed to providing innovative solutions and personalized engineering services. As a certified LBEILSBE/SBE/ MBE/DBE firm, PBS differentiates itself through a commitment to quality design, constant communication and responsiveness to client needs. With offices in Glendora, San Diego, and Los Angeles, PBS offers a range of engineering services from the design of high performance mechanical, electrical, and plumbing systems to technology integration, communications, and fire protection. When PBS was incorporated in 2003, the principals shared a vision to provide excellence in MEP design. With combined engineering experience of over one hundred years, the principals formed a cohesive team of highly qualified engineers supported by CADD and BIM technology, assuring clients of individualized and quality engineering services. PBS has extensive experience working on many transit facilities and recently provided On -Call MEP engineering services for John Wayne Airport and is familiar with working with the Building Department Officials for the City of Santa Ana. PBS also recently provided engineering services to review the concept documents to validate and expand the information describing the MEP Systems for the Los Angeles County Metropolitan Transportation Authority Willowbrook/Rosa Parks Station project. Other recent transit projects to name are the LA Metro Union/ Patsaouras Plaza Busway Station, LA Metro El Monte Busway and Transit Center and the Interim Busing Terminal at the Tom Bradley International Terminal at LAX. Gensler I Santa Ana Regional Transportation Bike Station 25N-28 Organizational Chart Chip Williams, LEED AP . Principal I Managing Director Nicholas Acevedo RA, CDT, NCARB, LEEDAP BD+C SeniorAssociate Hessam Vakili NCARB, LEEDAP AIA Associate Civil Engineer MEP Engineer Kimley-Horn PBS Engineers, Inca Gensler I Santa Ana Regional Transportation Bike Station 25N-29 Understanding ®f Need Our team believes this project is more than introducing a new use into an underutilized portion of the existing parking structure. Our team views this project as being part of a pivotal transition for the development of transportation in the City of Santa Ana. This project has the opportunity to be a catalyst for future infill projects throughout the city, supporting similar programs with multi -modal transportation connections with the potential of energizing surrounding areas. We envision the project program consisting of Bike Storage Facility of no less than 64 bikes, an office and repair area, a unisex restroom with a shower, a storage or classroom area, a small patio area integrated into the design, and room for a CO-OP workspace users of the facility. Our team understands the necessary tasks to complete and deliver the above program within the space identified through all design phases from Project Kick -Off to Project Close Out. We further elaborate on the necessary deliverables and timing in Section 2. This project must measure its success through its ability to spur future development and growth of similar projects. It needs to address more than the basic deliverable by phase and must encompass an emotional reaction from individuals that pass by it. This project must engage with the users. Assisting in creating this engagement with multiple users in the future we encourage a Digital Experience Expert, User Experience (UX) designer and or Brand Designer should be engaged by the City to identify how the public will interact and use the communal space and how to help it succeed. The key to a successful project is to start the project correctly and efficiently. As part of the initial design process, the design team will meet with the City project stakeholders to clearly define the goals and establish a united vision for the project. The design team will incorporate action items into the project schedule which will outline the key milestones of the project and identify the critical path items. These items will be tracked throughout the duration of the project as "Issues List". This list will be issued weekly with updates to the key items and identifying resolutions throughout the project. Our team of experts feels this helps to increase project communication, keeping the project streamlined and efficient through all the deliverables. Throughout all deliverable phases and across all scopes, our team will act with a sense of urgency to develop this project, with streamlined and practical designs, and with quick turnaround for comments and questions. To further expedite the design processes, early on in the project and limit any unforeseen design issues which could impact the project, the design team will engage key stakeholders, such as the building department with the assistance of the city. It is our Intent to engage early on in the design process wherever possible, to ensure the requirements from the city are appropriately addressed. This allows the building department to provide preliminary comments which greatly reduces the permitting time of a project, while keeping them informed of the design intents. Our concern, which we view as our challenge, is how does our team create a project that embodies and promotes the values of the future of the City of Santa Ana as an active, pedestrian friendly and diverse transit hub for all of the Orange County Area. Gensler I Santa Ma Regional Transportation Bike Station 25N-30 Gensler Project Experience City of Santa Ana South Main Street Vision Plan Santa Ana, CA Description: The Santa Ana South Main Street Vision Plan is an innovative framework that creates a safer, more vibrant street for the community. Research for the project grew through an initiative - "Redefining the Town Square" - aimed at repurposing cities where we live/work. The project team worked with the City of Santa Ana, stakeholders and the Santa Ana Merchants Association on the project. Completion Date: 2017 Client Contact: Mr. Marc Morley Economic Development Specialist at City of Santa Ana 20 Civic Center Plaza, M-25 Santa Ana, CA 92701 714.647.6987 mmortey@santa-ana.org Partner: Kimley-Horn El Monte Busway & Transit Station El Monte, CA Description: The Ell Monte Busway and Transit Station is an innovative project that implements a new, state- of-the-art energy efficient and sustainable building methods, as well as expand the existing facility to increase the station's capacity for passengers.The design creates a contemporary look using modem amenities such as variable message signs, intercoms, CCTV, solar panels, wayfinding equipment and information displays, elevators/ escalators, operator restrooms, transit store, bike station and lockers, and public art. Size: 28,255 sq. ft. Completion Date: 2012 Client Contact: Mr. Tim Lindholm Director of Capital Improvements LACMTA 213.922.7297 Partner: PBS Engineers Bob Hope USO at LAX Los Angeles, CA Description: In partnership with LA World Airports, Bob Hope USO is building -out 8,000 sq. ft. of new, state of the art USO center space in the world-famous LAX Theme Building. The new center will more than double the interior size of our current center and will host an estimated 2.7M service members and their families over the next 20 years. Gensler was selected due to our great relationship with LAWA and ability to work with LABDS to get projects permitted in a timely manner. Size: 8,000 sq. ft. Completion Date: Summer2018 Client Contact: Ms. Lilith Terry PE, PMP Planning and Development Group Los Angeles World Airports 310.963.1012 Iterr@lawa.org Partner: PBS Engineers Gensler I Santa Ana Regional Transportation Bike Station 25N-31 Kimley-Horn Project Experience City of Santa Ana, Santa Ana Boulevard and 6th Street Protected Bike Lane Santa Ana, CA Description: Kimley-Horn is providing PS&E to the City of Santa Ana to construct two miles of one-way median protected cycle track, and 0.4 miles of two-way median protected cycle track to connect cyclists from the Santa Ana Regional Transportation Center (SARTC), to the downtown and Civic Center areas along Santa Ana Blvd & 51' Street. This project is an Important element of the City's efforts to promote Complete Streets with multiple transportation options. The bike lane integrates into the OC Streetcar Project, with bikeways along the corridor, which Kimley- Horn is also working on. Completion Date: Ongoing Client Contact: Mr. Jason Gabriel Principal Civil Engineer City of Santa Ana 714.647.5664 Expo Metro Line Construction Authority, Design of LRT Ph. 2 Los Angeles, CA Description: Kimley-Horn provided design and construction support services for Segment 3 — Santa Monica related to all roadway, traffic, station site/civil and bikeway design. Los Angeles' 15.2-mile Expo Line provides light rail transit to 19 stations that serve popular destinations from Los Angeles to Santa Monica. A portion of the light rail line operates within a dedicated rail corridor, crossing several key cross -streets at -grade, and a portion is median -running, operating in the middle of Colorado Avenue. A primary component of the project was to provide an active transportation bicycle and pedestrian facility along the entire corridor. Kimley-Horn designed the segment within Santa Monica that contains a two-way median - protected cycle track, a dedicated corridor with bike path, at -grade street crossings integrated with the rail system, bike/pedestrian signalization and segments of connecting bike lanes and sharrows. Completion Date: 2016 Client Contact: Ms. Lisa Maurath Los Angeles Area Manager WSP I Parsons Brinckerhoff (PB) 213.986.5634 Euclid Avenue Protected Bikeway National City, CA Description: Kimley-Horn worked with National City to conduct public outreach, environmental processing, grant writing, and final design of nearly two miles of traffic calming, road diet, bicycle, and pedestrian enhancements along Euclid Avenue. The project included protected bike lanes, bend -outs, reverse angle parking, a new traffic signal, and two HAWK systems. The proposed treatments ultimately improved safety and accessibility for people walking and biking to important community destinations. Kimley-Hom also prepared the California Active Transportation Program (ATP) grant applications which led to the award of more than $3.5M in funding to design and construct the project. Completion Date: 2017 Client Contact: Mr. Steve Manganiello City Engineer & Director of Public Works City of National City 619.366.4382 Gensler I Santa Ana Regional Transportation Bike Station 25N-32 PBS Project Experience John Wayne Airport On -Call Engineering Services Santa Ana, CA Description: PBS Engineers, Inc. was awarded a prime on -call services contract to perform mechanical, electrical and plumbing engineering services. This consists of responding to airport emergencies, preparing project plans and specifications, developing engineering reports, making project studies, updating as -built drawings, and other items related to maintaining a safe and operable airport. Completion Date: 2017 Client Contact: Leo Tang John Wayne Airport Itang@ocaiccom 949.252.6068 Los Angeles Metropolitan Transportation Authority Union Station / Patsaouras Plaza Busway Station — Design -Build Los Angeles, CA Description: PBS will be providing mechanical, electrical, plumbing and communication engineering services for this project. The ultimate goal is to create a pedestrian friendly bus station for E] Monte Busway line at Patsaouras Plaza. Also to make the transitions between bus, Amtrak rail and Metro Rail easier, safer and more convenient. We will also be assisting with the Canopy and Enclosed Pedestrian Ramp/Overcrossing electrical and mechanical design. Completion Date: TBD Client Contact: Mr. Chris Musich Gensler chris_musich@gensier.com 213.327.3883 Los Angeles Metropolitan Transportation Authority Wiliowbrook/Rosa Parks Station, MEP Preliminary Concept Specification Drawings Commentary Los Angeles, CA Description: The project scope of work consisted of reviewing the concept documents to validate and expand the information describing the MEP Systems; provided a narrative commentary for the Heating, Ventilation and Air Conditioning (HVAC), Electrical and Plumbing Systems for each of the three (3) proposed buildings; provided a narrative commentary for the Electrical site work; and prepared an overall site plan showing the electrical transformers. Completion Date. 2016 Client Contact: Phil Klinkon Prinicpal RNL Design phi]. kinkon@rnldesign.com 213.955.9775 Gensler I Santa Ana Regional Transportation Bike Station 25N-33 Gensler References South Main Street Vision Plan Team Reference: Hessam Valiki City Hall & Civic Center Team Reference: Chip Williams John Wayne Airport Team Reference: NickAcevedo City of Santa Ana Mr. Marc Morley Economic Development Specialist at City of Santa Ana 20 Civic Center Plaza, M-25 Santa Ana, CA 92701 714.647.6987 mmoriey@santa-ana.org City of San Clemente Ms. Ken Knatz Principal Civil Engineer, Public Works 910 Celle Negocio, Suite 100 San Clemente, CA 92673 949.361.6139 knatzk@san-clemente.org John Wayne Airport Larry Serafini Deputy Airport Director - Facilities 3160 Airport Avenue Costa Mesa, CA 92626 949.252.5270 Iserafini@ocair.com Gensler I Santa Ana Regional Transportation Bike Station 25N-34 r� AM I I.- 1=111• mar.,. mill 11111,11 iJ 444E _ l ' ton; MA Gensler Santa Ana Regional Transportation Bike Station � . CL ® —.tnLL ff 0 U pro 1 off, ♦ C J 1� 7 _ ✓ , �.- � G tZr... ✓w-- 25N-36 02 Scope of Services & Schedule Gensler I Santa Ana Regional Transportation Bike Station 25N-37 Scope of Services We understand that our Gensler team will be responsible for the Scope of Work described in your RFP and the Architectural Services Agreement. The following is a description of our approach to providing these services to the Santa Ana Regional Transportation Center New Bike Station along with some additional detail. Our approach to the development of the scope of services defined in your Architectural Services Agreement is one that Is highly collaborative and structured to maximize involvement of key stakeholders while following an efficient timeline. Key to the success of this project is a process that: • Establishes a shared vision for the project • Aligns the project scope and construction budget • Maintains quality control • Achieves design excellence • Our proposed approach and methodology is outlined in the following phases and highlights many of the activities that will take place in each phase to support these important measures. Task 1 PRE -DESIGN PHASE This first phase includes a kick off meeting with your key team to clarify roles, responsibilities, communication protocol, scope of the work, review existing conditions on site, finalize project schedule, establish project goals and objectives and identify potential issues. At this Kick off meeting our team will come prepared to review and validate the project scope and budget on site provided in this RFP. Activities will include the following: • Confirm / Finalizing all related site requirements • Confirm all services infrastructure requirements • Confirming / Finalizing the building program Establish any initial systems basis of design concepts Agreeing to detailed schedule (including all user group meetings) Review/validate the project scope, budget and scheduleEstablishing weekly meetings as required based on discussion with City Representatives for the project Establishing "Issues List' Deliverables are to include: • 1 to 3 conceptual floor plans • Information and studies in relation to building massing, proposed materials and signage. • Conceptual exterior elevations for review with the city as part f an internal review • Single rendering for approved and selected concept Task 2 DESIGN DEVELOPMENT PHASE - 60% Based on the approved Pre -Design, the final design is developed at the schematic level for all disciplines including; Architectural, Civil/Landscape, Mechanical, Electrical, Plumbing, Fire Sprinkler and Fire alarm. Studies and documentation should include decisions on materials, products, systems, assemblies, and final layouts of spaces and equipment. • Hold progress meetings with the key contacts and user groups for City of Santa Ana • Develop drawings based on approved Pre - Design acceptance of • Develop an outline specification for all disciplines in • Develop an "Opinion of Probable Cost" Estimate • Review and acceptance of drawings, specifications and estimate by City of Santa Ana Gensler I Santa Ana Regional Transportation Bike Station 25N-38 Deliverable included: • 50% set of plans for all disciplines including Architectural - Plans, Outline Elevations (Exterior and Interior), Key details identified • Civil - Improvement plans for the construction of bikeway connection to the parking structure entrance consisting of new bike lanes, sidewalks, curb ramps, and ADA improvements.Striping and signing plans at a scale of 1" = 20' for the proposed improvements within the limits of the project. Striping and signing plans will comply with the City's standards, Caltrans, and the California MUTCD. • Landscape - Landscape and irrigation plans for the proposed parkways, and open spaces within the project limits • Mechanical, Electrical, Plumbing, Fire Alarm, Fire Protection - Plans, notes and schematic details • Draft Outline Specification • Development of an "Opinion of Probable Cost Estimate" • Unit prices will be used based on readily available current bid information based on similar projects. Task 3 CONSTRUCTION DOCUMENTS PHASE - 901100% At this stage, the project moves into final documentation and preparation application and bid documents. Activities include the following: • Prepare the construction documents and specifications for the project based on the approved design development documents Two submissions to the City Staff in PDF format: • Submission 1 — 90% for Public Works Design Engineering Division • Submission 2 —100% addressing all comments from 90% submission - Being sent to Planning and Building Agency - To be sent to Public Works Agency Design and Construction Engineering Division Development of detailed engineering and construction drawings which will serve as basis for bidding and construction by a General Contractor Deliverables included: • Plans shall include; but are not limited to the following: • Title Sheet • Site Plan, including: - Project Location - Path of Travel - Signage • Civil Engineering Plans Plans, Details and Notes Improvement plans Striping plans • Landscape Plans - Plans, Details and Notes for all landscape and irrigation elements • Architectural - Building Floor Plan, Schedules - Interior and Exterior Elevations - Building Sections, as required - Architectural Details, developed • Mechanical, Electrical, Plumbing, Fire Alarm, Fire Protection - Plans, Details and Notes Gensler I Santa Ana Regional Transportation Bike Station 25N-39 Task 4 BID ADVERTISEMENT, CONSTRUCTION ADMINISTRATION, RECORD DRAWINGS Consultant shall provide support to the City during the Bidding phase by assisting with questions, requests for information/clarification, or conflicts arising out of the bidding process. Consultant shall also attend prebid meeting, if scheduled. Consultant shall provide support to the City during the Construction Administration phase by assisting with questions, requests for information/ clarification, and/or reviewing submittals. Upon construction completion, consultant shall incorporate asbuilt information, as provided by the General Contractor, into the drawing files to provide record drawings for City archives. Activities include the following: • Attending a pre bid meeting • Responding to RFI's and submittals assuming no more (2) reviews per submittal • Attendance at no more than four (4) Site Visits • Participating in weekly Construction Calls, assumed no longer than (1) hour per week Deliverables included: • Providing any sketches for clarification as necessary in response to RFI's • Producing Field Report documenting Site Visits • Providing Record drawings based on Contractor markups for city archives, assumed format is PDF Excluded Items / Assumptions 1. Surveying is excluded from this scope of services. It is assumed the Client will provided required surveying per City's requirement for the design. 2. It is not anticipated that existing parking lot and site overall layout change due to this project 3. Modification or relocation of existing utilities are excluded from this scope of services. 4 4. All submittals are assumed to be electronic (PDF, word.doc, ACAD, Microstation) 5. Inspections and Tests. Consultant may require special inspections or tests of Contractor's work as Consultant deems appropriate, and may receive and review certificates of inspections within Consultant's area of responsibility or of tests and approvals required by laws and regulations or the Contract Documents. Consultant's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. Consultant shall be entitled to rely on the results of such tests and the facts being certified. 6. Limitation of Responsibilities. Consultant shall not be responsible for the acts or omissions of any Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing the work. Consultant shall not have the authority or responsibility to stop or direct the work of any Contractor. Gensler I Santa Ana Regional Transportation Bike Station 25N-40 � ►-r;� v ,w'w r I I - Gensler Baltimore ike Rack Baltimore, MD 25N-41 Schedule Name Jul'18 1 Pre -Design Phase (Task 1) 10 days Mon 7/9/18 Fri 7/20/18 Kick Off Meeting with Client, Consultants and Site Walk 0 days Mon 7/9/18 Mon 7/9/18 Develop (3) Initial Concepts 4 days Mon 7/9/18 Thu 7/12/18 Prepare "Issues List" gathered from consultants 0 days Wed 7/11/18Wed 7/11/11 Design Review Session 1 day Fri 7/13/18 Fri 7/13/18 Finalize Concept Package based on Review Session 5 days Mon 7/16118 Fri 7/20/18 Development of Final Rendering, Finalizing Proposed Finlsl5 days Mon 7/16/18Fri 7/20/18 Distribute "Issues List" (As Required) 0 days Wed 7/18/18 Wed 7/18/1 Key Stakeholder Review Period 5 days Mon 7/23/18 Fri 7/27/18 Design Development 50%Phase (Task 2) 15 days Mon 7/30/1£Fri 8/17/18 Building Department Pre -Submittal Meeting 0 days Wed 8/8/18 Wed 8/8/18 Refine Selected Design based on comments 1 day Mon 7/30/18 Mon 7/30/1 Development of Consultant Backgrounds 3 days Tue 7/31/18 Thu 8/2/18 Distribute "Issues List" (As Required) 0 days Wed 8/1/18 Wed 8/1/18 Issue Consultant Backgrounds 1 day Thu 8/2/18 Thu 8/2/18 Development of Deliverables 6 days Fri 8/3/18 Fri 8/10/18 Consultant Coordination Meeting 1 day Mon 8/6/18 Mon 8/6/18 Distribute "Issues List' (As Required) 0 days Wed 8/8/18 Wed 8/8/18 Consultant / Progress Check Set 1 day? Mon 8/13/18 Mon 8/13/1 Consultant Coordination Meeting 1 day? Mon 8/13/18 Mon 8/13/1 Finalizing Deliverables 5 days Mon 8/13/18 Fri 8/17/18 Distribute "Issues List" (As Required) 0 days Wed 8/15/18 Wed 8/15/1 Issue Design Development Package 0 days Fri 8/17/18 Fri 8/17/18 Key Stake Holder Review Period 5 days Mon 8/20/18 Fri 8/24/18 Construction Document 90% Phase (Task 3) 15 days Mon 8/20/1£Fri 9/7/18 Development of Deliverables 5 days Mon 8/20/18Fri 8/24118 Review/ Distribute Comments 1 day Mon 8/27/18Mon 8/27/1 Development of Deliverable addressing all comments 7 days Mon 8/27/18Tue 9/4/18 Consultant Coordination Meeting 1 day? Mon 8/27/18 Mon 8/27/1 Distribute "Issues List" (As Required) 0 days Wed 8/29/18Wed 8/29/1 Issue Background to Consultants 1 day Wed 8/29/18 Wed 8/29/1 Consultant/ Progress Check Set 1 day? Tue 9/4/18 Tue 9/4/18 Distribute "Issues List" (As Required) 0 days Wed 9/5/18 Wed 9/5/18 Finalizing Deliverables 3 days Wed 9/5/18 Fri 9/7/18 Issue Construction Document Package 0 days Fri 9/7/18 Fri 9/7/18 Planning and Building Agency Review Period 10 days Mon 9/10/18 Fri 9/21/18 Construction Document 100% Phase (Task 3) 5 days Mon 9/24/1£Fri 9/28/18 Distribute /Address Comments from Planning and Buildinil day Mon 9/24/18Mon 9/24/1 Development of Deliverable addressing all comment 5 days Mon 9/24/18 Fri 9/28/18 Issue Background (If Required) 1 day Tue 9/25/18 Tue 9/25/18 Consultant Coordination Meeting 1 day? Mon 9/24/18 Mon 9/24/1 Issue to Public Works Agency Design and Construction 0 days Fri 9/28/18 Fri 9/28/18 Engineering Division Bid Advertisement / Construction Administration / Record 105 days Mon Fri 2/22/19 Drawings (Duration to be confirmed with City / General 10/1/18 Contractor) Bid Advertisement 20 days Mon 10/1/18Fri 10/26/18 Pre -Bid Meeting 1 day? Mon 10/1/18 Mon 10/1/1 Construction 80 days Mon 10/29/1 Fri 2/15/19 Record Drawing 5 days Mon 2/18/19Fri 2/22/19 7/9 07711 p 7/18 (; ■ j 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 1 Gensler I Santa Ana Regional Transportation Bike Station 25N-42 Santa Ana Regional Transportation Bike Station Gensler I Santa Ana Regional Transportation Bike Station 25N-43 Schedule Name 1 Pre -Design Phase (Task 1) 10 days Mon 7/9/18 Fri 7/20/18 Kick Off Meeting with Client, Consultants and Site Walk 0 days Mon 7/9/18 Mon 7/9/18 Develop (3) Initial Concepts 4 days Mon 7/9/18 Thu 7/12/18 Prepare "Issues List" gathered from consultants 0 days Wed 7/31/18 Wed 7/11/1 Design Review Session 1 day Fri 7/13/18 Fri 7/13/18 Finalize Concept Package based on Review Session S days Mon 7/16/18 Fri 7/20/18 Development of Final Rendering, Finalizing Proposed Finisl5 days Mon 7/16/18 Fri 7/20/18 Distribute "Issues List" (As Required) 0 days Wed 7/18/18 Wed 7/18/1 Key Stakeholder Review Period 5 days Mon 7/23/18 Fri 7/27/18 Design Development 50% Phase (Task 2) 15 days Mon 7/30/11 Fri 8/17/18 Building Department Pre -Submittal Meeting 0 days Wed 8/8/18 Wed 8/8/18 Refine Selected Design based on comments 1 day Mon 7/30/18 Mon 7/30/1 Development of Consultant Backgrounds 3 days Tue 7/31/18 Thu 8/2/18 Distribute "Issues List" (As Required) 0 days Wed 8/1/18 Wed 8/1/18 Issue Consultant Backgrounds 1 day Thu 8/2/18 Thu 8/2/18 Development of Deliverables 6 days Fri 8/3/18 Fri 8/10/18 Consultant Coordination Meeting 1 day Mon 8/6/18 Mon 8/6/18 Distribute "Issues List' (As Required) 0 days Wed 8/8/18 Wed 8/8/18 Consultant / Progress Check Set 1 day? Mon 8/13/18 Mon 8/13/1 Consultant Coordination Meeting 1 day? Mon 8/13/18 Mon 8/13/1 Finalizing Deliverables 5 days Mon 8/13/18 Fri 8/17/18 Distribute "Issues List' (As Required) 0 days Wed 8/15/18 Wed 8/15/1 Issue Design Development Package 0 days Fri 8/17/18 Fri 8/17/18 Key Stake Holder Review Period 5 days Mon 8/20/18 Fri 8/24/18 Construction Document 90% Phase (Task 3) 15 days Mon 8/20/3£ Fri 9/7/18 Development of Deliverables 5 days Mon 8/20/18 Fri 8/24/18 Review / Distribute Comments 1 day Mon 8/27/18 Mon 8/27/1 Development of Deliverable addressing all comments 7 days Mon 8/27/18Tue 9/4/18 Consultant Coordination Meeting 1 day? Mon 8/27/18 Mon 8/27/1 Distribute "Issues List' (As Required) 0 days Wed 8/29/18 Wed 8/29/1 Issue Background to Consultants 1 day Wed 8/29/18 Wed 8/29/1 Consultant / Progress Check Set 1 day? Tue 9/4/18 Tue 9/4/18 Distribute "Issues List' (As Required) 0 days Wed 9/5/18 Wed 9/5/18 Finalizing Deliverables 3 days Wed 9/5/18 Fri 9/7/18 Issue Construction Document Package 0 days Fri 9/7/18 Fri 9/7/18 Planning and Building Agency Review Period 10 days Mon 9/10/18 Fri 9/21/18 construction Document 100% Phase (Task 3) 5 days Mon 9/24/18 Fri 9/28/18 Distribute /Address Comments from Planning and Buildin£1 day Mon 9/24/12 Mon 9/24/1 Development of Deliverable addressing all comment 5 days Mon 9/24/18 Fri 9/28/18 Issue Background (if Required) 1 day Tue 9/25/18 Tue 9/25/18 Consultant Coordination Meeting 1 day? Mon 9/24/19 Mon 9/24/1 Issue to Public Works Agency Design and Construction 0 days Fri 9/28/18 Fri 9/28/18 Engineering Division Bid Advertisement / Construction Administration / Record 105 days Mon Fri 2/22/19 Drawings (Duration to be confirmed with City / General 10/1/18 Contractor) Bid Advertisement 20 days Mon 10/1/18Fri 10/26/18 Pre -Bid Meeting 1 day? Mon 30/1/18Mon 1O/1/1 Construction 80 days Mon 30/29/1 Fri 2/15/19 Record Drawing 5 days Mon 2/18/19Fri 2/22/19 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 3o 31 32 33 34 MS 36 37 38 39 40 41 42 43 44 45 46 - 47 Gensler I Santa Ana Regional Transportation Bike Station: 25N-44 Santa Ana Regional Transportation Bike Station Gensler i Santa Ana Regional Transportation Bike Station 25N-45 I M ------- --- 03 Resumes Gensler I Santa Ana Regional Transportation Bike Station 25N-47 Gender Chip Williams, LEED AP Principal i Managing Principal Principal -in -Charge Chip joined Gensler in 1989 and has over 32 years of professional experience in both interior design and architectural assignments in the corporate office technology and retail arena. With a mission to create viable and appropriate solutions to support the work and retail environment, Chip Incorporates project team leadership and communications, as well as the ability to develop and maintain strong client relationships, He Is respected for his abilityto expedite large, complex projects while creating responsive design solutions, in addition to helping the client define their business goals and objectives. 33 Years of Experience Joined Gensler 1989 Background Bachelor of Archltecture, California State Polytechnic University, Pomona USGBC LEED Accredited Professional Civic & Government Size (sq ft) City of Encinitas/City Hall, Encinitas, CA 48,000 City of San Clemente Civic Center, San Clemente, CA 55,000 The Salvation Army, Santa Ana, CA 21,365 Corporate I nterlor Headquarters Size (sq ft) Masimo, Irvine, CA 210,000 BJ's Restaurants, Huntington Beach, CA 24,000 Bausch & Lomb, Aliso Viejo, CA 21,962 Virgin Galactic, Long Beach, CA 150,000 Brookfield Residential, Costa Mesa, CA 38.000 LG&E Power Systems, Irvine, CA 85.000 ITT Divisional Offices, Santa Ana, CA 80,600 Chevron Land Management, Newport Beach, CA 22,300 Golden State Foods, Irvine, CA 21,100 Hershey Communications, Irvine, CA 15,000 R.R. Donnelley and Sons Co., Irvine, CA 11,000 Eastman Kodak, Irvine, CA 11,000 Century 21 Real Estate, Irvine, CA 10,000 Southern California Edison, Rancho Cucamonga, CA 65,000 Southern California Edison, Irwindale, CA 300,000 Irvine Office Company, Irvine, CA 6.5 million Center Irvine North/Bullding4, Irvine, CA 345,000 Financial Services Firms size (sq ft) Merrill Lynch, Newport Beach, CA 110,000 Merrill Lynch, Pasadena, CA 35,000 Pacific Life Insurance Company, Newport Beach, CA 325,000 American Savings, Stockton, CA 250,000 Pacific Investment Management Company, NB, CA 24,500 Ganis Credit Corporation, Newport Beach, CA 12,400 Pacific Financial Management Company, NB, CA 12,000 Stewart Title, Irvine, CA 10,800 Butterfield Savings Branch Bank Santa Ana, CA 10,000 Subm and Company, Newport Beach, CA 8,200 Prudential Securities, Newport Beach, CA 8.400 Bolar, Hirsch & Jennings, Irvine, CA 13,000 Lehman Brothers, Multiple locations 25.000 Gensler I Santa Ana Regional Transportation Pike Station 25N-48 Gensler Nick Acevedo, AIA , CDT, NCARB, LEED AP BD+C Senior Associate Project Architect/Manager Nick provides valuable flexibility in all phases of a project, from full service design to construction administration services. His diversity, communication, collaboration skills, and attentiveness to the client's needs, enable him to contribute to many project teams at any stage of a project, while ensuring overall project success. Nick's technical expertise Includes knowledge of building tectonics, BIM project delivery, parametric modeling, design build delivery and facilitating mobile devices for digital project collaboration. Nick is the firmwide digital collaboration leader and is continuously employing new technologies and applications to streamline project teams and improve communications. He is a California registered architect, Revit Certified Professional, Licensed CDT and NCARB registered. 11 Years of Experience joined Gensler2006 Background Bachelor of Architecture, Cal Poly State University, San Luis Obispo, CA Licensed Architect, California Construction Document Technologist (CDT) National Council of Architecture Registration Board (NCARB) USGBC LEER Accredited Professional, BD+C Civic & Government size (sq ft) City of Ross Fire/Police Headquarters, Ross, CA 4,500 Aviation & Transportation Size (sq ft) Auckland International Airport, Concessions Redesign, Auckland, NZ Auckland InTB PH3 Prelim, Auckland, NZ Air New Zealand Lounge Auckland, International Lounge 26.600 Auckland, Regional Lounge 2,400 Sydney, International Lounge 16,500 Brisbane, International Lounge 8,300 New Plymouth, Regional Lounge 900 Napier, Regional Lounge 1,200 Palmerston North, Regional Lounge 1,140 Star Alliance Lounge 21,000 Tom Bradley International Terminal, LAX 18,100 Auckland Intl Airport, Auckland, NZ Incheon International Airtport, Terminal 2, South Korea 7,900,000 John Wayne Airport Expansion Project, Santa Ana, CA 1,150.000 John Wayne Airport Gate 14 Renovations, Santa Ana, CA 2,000 Bob Hope USO at LAX, Los Angeles, CA 8,000 Workplace Size (sq ft) Delaware North Headquarters, Buffalo, NY 110,000 Air New Zealand Regional Offices, El Segundo, CA 9,800 Air New Zealand ATO and Admin Offices, LAX 1,500 Kobe, Inc., Newport Beach, CA 15,500 PINICO Headquarters, Newport Beach, CA 380,000 Tarsadia, Newport Beach, CA 17,500 Bank of America Field Survey 3 million Confidential Financial Company Headquarters, Newport Beach, CA 380,000 CITC Capltaland Tower, T.I. N/A CNET Tenant Improvement Project 10,000 Criticom International, Cypress, CA N/A Draft FCB, Irvine, CA 9,500 Equity Office Properties various projects Gensler I Santa Ana Regional Transportation Bike Station 25N-49 Gensler Hessam Vakili, LEED AP, NCARB AIA Assocciate Project Designer Dedicated to design excellence, Hessam is passionate about enriching communities and impacting lives through the powerof design. He has diverse experience in providing innovative design solutions for both local and global projects. Hessam offers 16 years of experience in the design and planning of mixed -use, residential housing, site planning and large-scale urban centers/enviornments. Hessam Vakili is an architectural designer with a specialty in Urban Design. His academic and practical training in architecture, landscape architecture and urban design gives him the advantage of understanding both the interior and exterior relationshpi to the environment. Hessam is also a Gensler thought -leader on the sharing economy and co -habitation. 16 Years of Experience Joined Gensler 2014 Background Bachelor of Science, Landscape Architecture, University of Massachusetts, Amherst, MA Master of Architecture, Boston Architectural College, Boston, MA USGSC LEED Accredited Professional Certified, National Council for Interior Design Qualification (NCIDQ) Associate Member, ALA Planning & Urban Design Size (sq ft) Santa Ana South Main Street Vision Plan, Santa Ana, CA 2 miles Hudson Yards Mixed Use Development, New York, NY" 17.000,000 Faneull Hall Marketplace, Boston, MA` 100.000 Al Maryah Island Central Master Plan, Abu Dhabi, U.A.E.' 30 million AmwaJ Master Plan, Rabat, Morocco• 17.4 million The Agora Site Master Plan, Laguna Niguel, CA 25 acres Shops at Columbus Circle, New York, NY- 360,000 Surf City Dubai, UAAE. 1250 acres Building Repositloing Size (sq ft) Lakeshore Towers Site and Amenities Expansion, Irvine, CA 221 N. Figueroa Relocation & Renovation, Los Angeles, CA 153,000 17885 Von Karman Repositioning, Irvine, CA AT&T Center, Los Angeles, CA 8,000 7755 Irvine Center Drive Repositioning 200,000 Retail & Hospitality Size (sq ft) Motiongate International Theme Park Food & Beverage Venues 4,306,000 Qulksllver Hotel & Resort, Palm Desert, CA 600 keys Marriott Residence Inn, Woodland Hills, CA Air New Zealand Lounges, Multiple Locations Worldwide FletcherJones Motorcars, Palo Alto, CA 113,177 Fletcher Jones Motorcars, Newport Beach, CA 170,000 K04Gkyali Hllltown Shopping Center, Istanbul, Turkey- 850,000 Workplace Size (sq ft) Auto Club Enterprises RestacIq Costa Mesa, CA 106,000 Bedrosians Tile Showroom & Warehouse, Multiple Locations Banc of California, Santa Ana, CA 217.630 Delaware North Headquarters, Buffalo, NY 110,000 Masimo, Irvine, CA 210,000 Opus Bank, Irvine, CA 2,200 Air New Zealand Ticket Office Relocation, LAX 1,600 Air New Zealand Office Relocation, El Segundo, CA 10,000 Gensler I Santa Ana Regional Transportation Bike Station 25N-50 Kimlep Horn Aryo Raid, P.E., QSD Civil Design Project Manager Aryo has 20 years of civil engineering and construction experience related to municipal and transportation facilities. His range of experience includes engineering work in planning, permitting, design, bidding, and construction of roadways, complete street, streetscape, traffic, and transportation projects in southern California specifically in Cities in Orange, Los Angeles and Riverside Counties. He has led complex multidisciplinary transportation and street projects with a track record of successful implementation. Aryo has experience in working with public works and planning departments for more than 15 municipalities in southern California and assisting them with their roadway improvement and complete street projects. Aryo is familiar with challenges for municipal roadway projects through his working experience. Professional Credentials Master of Science, Civil Engineering, California State University, Fullerton Master of Science, Systems Engineering, Industrial Management Institute Bachelor of Science, Civil Engineering, Azad University Professional Engineer in CA #C81231 Qualified SWPPP Developer/ Practitioner in CA #81231 Affiliations American Public Works Association (APWA), Member American Society of Civil Engineers (ASCE), Member American Water Work Association, (AWWA), Member Relevant Experience South Main Street Corridor Improvements, Santa Ana, CA — Project manager responsible for the development and implementation of a downtown revitalization plan that focuses on improving street beautification, traffic safety, walkabiiity, environmental sustainability, security, and neighborhood amenities. Santa Ana Boulevard and 5th Street Bikeway, Santa Ana, CA — Project engineer for the design and implementation of a new Class IV median protected bikeway connecting the downtown area with the Santa Ana Regional Transportation Center. Ramona Boulevard and Valley Boulevard Intersection Improvement, City of El Monte, CA — Project manager for the City of El Monte's intersection improvement project. The project involves major widening for a five -leg intersection that operates as the main hub for the City. Gensler I Santa Ana Regional Transportation Bike Station 25N-51 Kimley»)Horn Scope of work for the project consisted of surveying, geotechnical investigation, pavement design, environmental studies (CEQA and Phase I Site Assessment), R/W acquisition, traffic studies, traffic signal design, street lighting, Active Transportation, and construction bid documents for the project. Frazier Street Pedestrian Safety and Bike Lane, Baldwin Park, CA — Project manager for the design of more than one mile of corridor along Frazier Street. Project's main objectives were enhancing pedestrian safety and adding a class II bike lane to the street. Bulb -outs and curb extensions were added to intersection as traffic calming measures. Work also included pavement rehabilitation, ADA improvement, landscaping, and high visibility crosswalks. Bus Shelter Improvement Project, City of Baldwin Park, CA — Aryo was project manager for the City's bus shelter improvement project. The Project was for engineering design services for Citywide Bus Stops Evaluation and Design. Design Phase of the project included; conducting field survey to verify current City's Bus Stops Master Plan, Evaluation of existing bus stops for ADA compliance, Right -of -Way research, field review for any need for improvement of existing street features, and preparation of design package (Plans, Specifications and Cost Estimate) for construction of the Project. The design phase also included preparation of five alternative architectural design for new bus shelters and bus stops amenities. Montebello/Commerce Metrolink Station ADA Improvements, City of Montebello, CA — Aryo was responsible for project management and design for this project to upgrade the Metrolink Station to meet current ADA requirements at ramps, sidewalks and commuter locations. This encompassed the path of travel from Flotilla Street; along the entrance road, roadway crossings, rolling gate track, path of travel from rail platform to bus loading/unloading zone or the parking lot; the existing ramps and sidewalks from the handicap parking to the platform ramp and ramps on the platform for access to the trains. Scope of services included surveying, field measurement, site assessment report, conceptual plans, ADA design and preparation of bid package (PS&E) for construction phase. Bus Shelters Improvement at Various Locations, City of Hawaiian Gardens, CA —Aryo led a design team for City's bus shelter improvement project to replace or upgrade existing bus shelters at various locations. The scope included the design, purchase and installation of the shelters along with benches, trash cans and solar powered lighting. In addition, the existing shelters were repaired and painted. The Federal Transportation Administration (FTA) provided the primary project funding along with Los Angeles County TDA and City funds. Scope of services encompassed concept design, field verification, preparation of site plans, specifications and cost estimate, bid support services, construction management and construction inspection services. Bus Shelter ADA Compliance Evaluation, City of Montebello, CA —Aryo was project manager for Montebello's Bus Shelter ADA Compliance Evaluation. The scope of work included visiting City's existing 141 bus shelters to review and evaluate each bus shelter for compliance with the latest ADA Regulations. The scope of work also included preparation of a report for existing bus shelter and bus stop amenities condition consisting of required repairs and construction work. Part of this project, City's bus route map and data base were updated to reflect latest existing facilities on each bus stop. Project also encompassed preparation of plans, specifications and cost estimate for the repairs and alteration for each bus stop. Gensler I Santa Ana Regional Transportation Bike Station 25N-52 KidepMorn Fairmont Boulevard Widening Preliminary Study, Anaheim, CA — Principal Design Engineer responsible for the preparation of conceptual plans, design alternatives, cost estimates, hydrology study, and project study report for approximately one mile of arterial roadway from Santa Ana Canyon Road to Canyon Rim Road. Project was for widening of Fairmont Boulevard from one lane in each direction to two lanes while improving other street features such as landscaping. Design considered sustainable measures such as green street design for the street. Specific work included geotechnical investigation, detailed field observations, aerial and field surveys, conceptual plans, cost estimates, and project study report for improvements of the street. Atlantic Boulevard and Slauson Avenue Business District Revitalization, Maywood, CA — Design Lead Engineer responsible for preparation of design package and construction support for approximately two miles of arterial roadway from the Slauson Avenue/Atlantic Boulevard Intersection to the South, north and West City limit. Specific scope of work included geotechnical investigation, field survey, new median island, street geometry design, street beautification, pavement rehabilitation, landscaping and irrigation, signing and striping, and final plans, specifications and cost estimates. San Gabriel Valley Class I Bikeway, Baldwin Park, CA — Project Manager responsible for preparation of design package and permits for construction of a new 2.5 mile class I bikeway in the City of Baldwin Park. The project connects existing City's class I and class II bike facilities along the San Gabriel River and Baldwin Park Boulevard respectively. Specific work included ground and aerial surveying, environmental studies, bikeway alignment study, hydrology study, NPDES and SWPPP, and project's permits for Caltrans, LACFCD, CA -Fish and Wild Life, and LA County. Rosemead Boulevard and Mines Avenue Intersection Improvement, Pico Rivera, CA — Project Manager for the design and construction phases. Main project goals were traffic calming with adding bulb -outs to Mines Avenue as well as traffic signal upgrade, street beautification, and pavement rehabilitation. Work included; street improvement, pedestrian safety improvement, highway safety improvement, bulb -outs, new traffic signal, drainage analysis, ADA improvement, landscaping, and signing and striping. Washington Boulevard Improvements, Montebello, CA — Project Manager for design of more than 6,000 linear feet of a primary arterial roadway. Washington Boulevard is located in commercial and industrial area in the City of Montebello. Improvement items included street rehabilitation, concrete pavement intersection, ADA improvements, new median islands, landscaping, and signing and striping. Work consisted of preparation of Plans, Specifications and Cost Estimate as well as bid and construction support. Gene Autry Way Improvements, City of Anaheim, CA — Project Engineer assisting with the final design services to improve Gene Autry Way and the west side of State College Boulevard adjacent to the main Angel Stadium ingress/egress point. The project will widen both streets to increase capacity while providing space for bicyclists and facilities for pedestrian circulation. Multiple bio-retention facilities are being provided to comply with SWRCB requirements in north Orange County. The project also includes RAN acquisition, necessary modifications to adjacent properties, utility relocations, traffic signals, lighting, and special considerations related to Angel Stadium event traffic. Gensler I Santa Ana Regional Transportation Bike Station 25N-53 Michael Madsen, PLA, CILIA, CLARB Landscape and Irrigation Michael has more than 12 years of landscape architecture experience in master planning, streetscapes, site design, pool and amenity areas, planting and irrigation design, and the preparation of tree mitigation' plans. His background includes coordinating multidisciplinary design projects involving landscape architecture, urban planning, architecture, civil engineering, roadway design, and transportation design. In addition, he is experienced in the areas of site construction detailing, plant selection and establishment, soils and site remediation, and site grading and engineering. Michael has also worked on parks, streets and pedestrian thoroughfares, and transportation corridors within both the public and private sector, with the latter focused on transit centers, retail, restaurants, healthcare, and multifamily housing developments. He is also very skilled at obtaining and incorporating public input on the planning and landscaping of projects. Professional Credentials Master of Science, Landscape Architecture, University of Florida Bachelor of Science, Business Administration, Florida State University Professional Landscape Architect (PLA) in California (5798) Certified Landscape Irrigation Auditor (CLIA) (92638) Council of Landscape Architectural Registration Boards (CLARB) (21623) Relevant Experience Gene Autry Way Widening, Anaheim, CA — Landscape Architect Olive Garden, Buena Park, CA — Landscape Architect Bridge On -Call Program, Los Angeles, CA — Landscape Architect Rancho Road Sidewalks and Bike Lanes, Thousand Oaks, CA — Landscape Architect On -Call Civil Engineering Professional Services, San Bernardino County, CA — Landscape Architect Riverside Community Hospital Expansion, Riverside, CA — Landscape Architect D Avenue and 12th Street Roundabout, National City, CA — Landscape Architect A Avenue Green Street, National City, CA — Landscape Architect Coolidge Avenue Safe Routes to School, National City, CA — Landscape Architect Paradise Creek Restoration, National City, CA — Landscape Architect SANDAG, Final Design of the South Line Freight Rail Improvements, San Diego, CA — Landscape Architect SANDAG, South Bay Bus Rapid Transit (BRT) East Palomar Street Segment Final Design, San Diego, CA — Landscape Architect Martin Luther King Community -Oriented Skate Park, El Centro, CA — Landscape Architect Engineering Design and Architectural Design Services for Plank Park, El Centro, CA — Landscape Architect Rancho Coronado Villages Design Services, San Marcos, CA — Landscape Architect Gensler I Santa Ana Regional Transportation Bike Station 25N-54 P B S ENGINEERS MECHANICAL ELECTRICAL PLUMBING I CONSULTING ENGINEERS KUNAL SHAH, PE, RCDD, LEED AP in Principal ) Electrical Engineer Background: Project Role ) Mr. Shah has over 19 years of electrical engineering experience for aviation, Princlpal-In- healthcare, government, commercial and higher educational facilities, which Charge ) include major State and Federal funded modernization projects. His responsibilities Project Electrical include construction cost estimating, specification writing, construction Engineer administration, bidding and negotiation and all aspects of electrical engineering and design, Education ) Mr. Shah has designed power, lighting, and signal systems for various airports for B.S., Electrical Los Angeles World Airports (LAWA). He is knowledgeable with LAWA's Engineering requirements and regulations, At present, he has been involved in managing University of LAWA's various on -call contract projects at various airports, such as LAX, Ontario California, Irvine, and Van Nuys, CA. California Mr. Shah Is experienced in designing several types of projects from renovations to new construction allows him to bring different perspectives and solutions to every Licenses j project he engages. Further, Mr. Shah has experience in multiple delivery methods Professional for projects, including design build, CMAR, and Lean Project Delivery. Electrical Project Experience: Engineer #E- John Wayne Airport, Costa Mesa, California 17249 On -Call Engineering Services Registered PBS Engineers, Inc. was awarded a prime on -call services contract to perform mechanical, electrical and plumbing engineering services. Communication Distribution Los Angeles County Metropolitan Transportation Authority, California Designer (RCDD) Willowbrook/Rosa Parks Station # 07039 PBS reviewed the concept documents to validate and expand the information describing the MEP Systems for the Willowbrook/Rosa Parks Station. LEED AP El Monte Busway and Transit Center, El Monte, California El Monte Busway-Transit — Design -Build Years of PBS provided mechanical, electrical and plumbing engineering services for this Experience design/build project which includes design of for all heating, ventilation and air 19 conditioning (HVAC). Los Angeles County Metropolitan Transportation Authority, California Union Station / Patsaouras Plaza Busway Station —Design-Build PBS are providing mechanical, electrical, plumbing and communication engineering services forthis project. Los Angeles International Airport, Los Angeles, California Consolidated Rental Car Center (CONR4Q Project PBS is providing Mechanical, Electrical, Plumbing and Information Technology (Infrastructure only) Design Engineering Services for the Conceptual Design (5%), including Design Criteria and Utilities Planning for the site and multiple new building for the CON RAC Project. Glendora I Los Angeles I San Diego 2100 East Route 66, Suite 101 Glendora, CA 917401 T 626.650.0350 F 626.650.0352 Gensler I Santa Ana Regional Transportation Bike Station 25N-55 ENGINEERS MECHANICAL ELECTRICAL PLUMBING I CONSULTING ENGINEERS NOE PORTILLA, PE Principal I Mechanical Engineer Background: Project Role ( Mr. Portilla has over 35 years of experience, which includes 25 years with LAWA Project Plumbing in design and construction. He has designed a comprehensive range of Engineer mechanical systems such as HVAC, plumbing, fire protection and medical gas systems for aviation, institutional, educational, commercial, healthcare, Education ( government (federal and state), military, and municipal facilities. His experience M.S. Mechanical also includes preliminary design, construction documentation, calculations, and Electrical equipment document review and punch list observations. Engineering Mr. Portilla's responsibilities include research and application of building, Veracruz State mechanical, plumbing and fire protection codes to develop design crlterla, scope University and construction documentation. Additionally, he is responsible for plumbing Veracruz, Mexico systems design and testing, water and utility waste prevention and energy management. Licenses ( Mr. Portilla is also experienced in facility surveys, construction cost estimating, Professional fire protection system design, technical evaluations, energy audits, and feasibility Mechanical studies for various energy conservation and alternative energy systems. He has Engineer effectively managed numerous complex conservation projects. #M-29029 Working in close coordination with LAWA, he communicates with them throughout the development of the contract documents, submission for their Professional review and during construction administration and meets all their requirements. Mechanical Engineer in Proiect Experience: Mexico John Wayne Airport, Costa Mesa, California Certified Plumbing On -Call Engineering Services Engineer PBS Engineers, Inc. was awarded a prime on -call services contract to perform mechanical, electrical and plumbing engineering services. Years of Los Angeles County Metropolitan Transportation Authority, California Experience ( Willowbrook/Rosa Parks Station 35+ PBS reviewed the concept documents to validate and expand the information describing the MEP Systems for the Willowbrook/Rosa Parks Station. Golden Empire Transit (Get) Bus Operations, Bakersfield, California Maintenance and Administration Facilities PBS Engineers are providing design/bid/build Telecom, Data and Security (TDS) System engineering services for this project. Bob Hope Airport, Burbank, California Regionallntermodal Transportation Center (RITC) — Design -Build PBS provided MEP engineering services for the new Regional Intermodal Transportation Center (RITC) facility. Los Angeles County Metropolitan Transportation Authority, California Union Station / Patsaouras Plaza Busway Station — Design -Build PBS are providing mechanical, electrical, plumbing and communication engineering services for this project. Glendora I Los Angeles I San Diego 2100 East Route 66, Suite 101 Glendora, CA 917401 T 626.650,0350 F 626.650.0352 Gensler Santa Ana Regional Transportation Bike Station 25N-56 ®PBS ENGINEERS -m MECHANICAL ELECTRICAL PLUMBING I CONSULTING ENGINEERS TARIQ HASSAN, PE Senior Associate I Mechanical Engineer Project Role I Background: Project Mr. Hassan has more than 19 years of experience of engineering and design foi Mechanical various systems, such as HVAC, laboratory and kitchen hood exhaust and Engineer ventilation, vehicle garage ventilation, dust collection systems, central plant systems, etc. He has designed these types of mechanical systems for numerous Education ( new and existing facilities such as commercial, educational, healthcare, industrial B.S., Mechanical and military facilities, including entertainment centers, computer and data rooms, Engineering civil centers, institutional facilities and cogeneration plants. California State Mr. Hassan has worked as a designer, HVAC engineer, project engineer and project Polytechnic manager during his engineering experience. His primary duties include the design University of HVAC, preparation of specifications and cost estimates, performance of Pomona, mechanical peer review, attendance at project meetings and project coordination. California Additional responsibilities for Mr. Hassan consists of initial design development, field Investigations, heating and cooling load calculations, preparation of California Licenses Administrative Code Title 24 energy compliance documents, specifications, and Registered review of shop drawings and construction project coordination. Mr. Hassan is also Mechanical well -versed in feasibility and comparative energy utilization studies and energy Engineer in conservation projects such as chilled water, cogeneration and energy audits. He California #33827 has experience in the field of HVAC and EMS control systems. Mr. Hassan's experience lies with the design of various facilities, where the Years of projects are required to be reviewed and approved by various agencies. Working Experience in close coordination with these agencies, he communicates with them 19 throughout the development of the contract documents, submissions for their review and during construction administration, to meet all of their requirements. Project Experience: John Wayne Airport, Costa Mesa, California On -Call Engineering Services PBS Engineers, Inc: was awarded a prime on -call services contract to perform mechanical, electrical and plumbing engineering services. Los Angeles County Metropolitan Transportation Authority, California Union Station /Patsaouras Plaza Busway Station — Design -Build PBS are providing mechanical, electrical, plumbing and communication engineering services for this project. Bob Hope Airport, Burbank, California Regional lntermodal Transportation Center (RITC) — Design -Build PBS provided MEP engineering services for the new Regional lntermodal Transportation Center (RITC) facility. El Monte Busway and Transit Center, El Monte, California Willowbrook/Rosa Parks Station PBS reviewed the concept documents to validate and expand the Information describing the MEP Systems for the Willowbrook/Rosa Parks Station. Glendora I Los Angeles I San Diego 2100 East Route 66, Sulte 101 Glendora, CA 917401 T 626.650.0350 F 626,6S0.0352 Gensler I Santa Ana Regional Transportation Bike Station 25N-57 Prosper Marketplace, Inc. I San Francisco, CA _ Genslei I Santa Ana Regional Transportation Bike Station 25N-58 sa � :JJ3 J 04 Forms/ Certifications 25N-59 Gensler I Santa Ana Regional Transportation Bike Station Appendix -7 ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 die BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof; or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal, Signing tills Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false cerdlif jon may stet die certifier to criminal prosec$don, Signed State of California County of Orange Subscribed and swom to (or affirmed) before me on this day of 20, by before me. proved to me on the basis of satisfactory evidence t person(s) who appeared Notary Public Signature _ Notary Public Seal Arm"" n�� City of Santa Ana RFP Page A3-1 Gensler I Santa Ana Regional Transportation Dike Station 25N-60 - CALIFORNIA 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 Orange `/ } O b before me, Janice Duffek, Notary Public , `- vmne Nato ao va personall�m peared e_ UtQ't �. �t I11'iIuS �R , who proved to me on the basis of satisfactory evidence to be the personfs�whose name(e) is/aFesubscribed to the within instrument and acknowledged to me that he/sheer executed the same in hisRleI40wif authorized capacity(lee), and that by hislherftheiF signature(sj on the instrument the person(e), or the entity upon behalf of which the person(eyacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. OFTHEATTACHE:D Document Dale CAPACITY CLAIMED BY THE SIGNER ❑ Individual (a) bX Corporate Officer to ❑ Partner(s) ❑ Attomeyin-Fact ❑ Trustee(s) ❑ Other 2015 Version wwri.NotaryCiasses.cam 800-873-0865 aJANICE DUFFEK Commission lit 2125938 Notary Public • California _ Dranpt County M Comm, ESIret Gap 5, 2019 r Public Seal) INSTRUCTIONS FOR COMPLETING THIS FORM lhirform complies with current California statures regarding notarywordiigand. ifneeded• should be completed andattachrelm the document. Acknowledgments from other starer may be compleredfor documents being sent to that mate ro long as the warding doer not require the Col fomta notary to violate California notary law. • Store and County information must be the State and County where the document signals) personally appeared before the notary public for acknowledgment • Dam or notarisation must be the das that the signcr(s) personally appeal which must also be the same date the aclmawledgment is completed • Thc notary public must print his or her name as it appears within his or her commission followed by a comma and then your uric (notary public). • Print the turrets) of document signals) who personally appear at the time of n01116=tion. • Indicate de correct singular or plural forms by erussing off Incorrect forty (i.e. hNshddsey; is/ate) or dealing the correct forms. Failure to correctly indicate this lnfomtation may [end to rejection of doeumcat recording. • The notary not impression must be clear and photographically reproducible. Impression must not corer tut or liocs. If seal impression smudges, re•ecal if a sufficient nice, permits, othcrMse complete a different acknowledgment form • Signoras of the notary public must snatch the signature on 01c with the once or the county clerk. 4 Additional information is not required but could help to snsore this ulamwiedgmmt Is not mintscd or attached to a different document. L Indicate tide a type afattached document, number of pages and date. 4 Indicate the capacity claimed by the signer. If the claimed opacity is a corporate omccr, indicate the tide (he. CEO, CFO, Smetnry). • Sccusly mtaeh this docmncm to the sigocd docwtmt with a sesple. Gensler I Santa Ana Regional Transportation Bike Station 25N-61 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a `Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Gensler Signed and Printed Name: Chlp Wiilllams Title Principal Date May 21, 2018 City of Santa Ana RFP Page A3-2 Gensler i Santa Ana Regional Transportation Bike Station 25N-62 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments trader 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 A3-3 Gensler I Santa Ana Regional Transportation Bike Station 25N-63 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: rN Muir Title: Principal Firm: Gensler Date: May 21,2018 City of Santa Ana RFP Page A3-4 Gensler I Santa Ana Regional Transportation Bike Station 25N-64 CALIFORNIA UNIFIED CERTIFICATION PROGRAM February 9, 2016 Mr. Kunst G. Shah PBS Engineers, Inc, 2100 B. Route 66, Suite 101 Glendora, CA 91740 RE: DISADVANTAGED BUSINESS ENTERPRISE MBE) CERTIFICATION APPROVAL CUCP File No. - 36091 Dear Mr. Shah: We are pleased to advise you that after careful review of your application and supporting documentation, the City of Los Angeles has determined that your film meets the eligibility standards to be certified as a Disadvantaged Business Enterprise (DBE) as required under the U.S. Department of Transportation (U.S, DOT) Regulation 49 CFR Part 26, as amended. Your firm will be listed in the California Unified Certification Program (CUCP) database of certified DBEs and the City of Los Angeles DBE/MBE/WBE directory under the following specific area of expertise that you have identified on the business service form for contacting opportunities: NAICS Code Description 541330 Engineering Services Your DBE certification applies only for the above code. You may review your fum's information in the CUCP ACDBE/DBE database, which can be accessed at the California Unified Certification Program's website at http://califomiauep.org and the CIty of Los Angeles ACDBE/DBE/MBEMBE database at ht1 r.//bcalacity.ore. Any additions and revisions must be submitted to the City of Les Angeles for review and approval. In order to assure continuing DBE status, you must submit an "Annual Update Declaration" form with supporting documentation, which will be sent to you. Based on your annual submission that no change in ownership and control has occurred, or if changes have occurred, they do not affect your firm's DBE standing, the DBE certification of your fun will continue until or unless it is removed by our agency. Also, should any changes occur that could affect your certification status prior to receipt of the Declaration, such as changes in your firm's name, business/mailing address, ownership, management, or control, or failure to meet the applicable business size standards or personal net worth standard, please notify us immediately. DBE certification is subject to review at any time. Failure to submit forms and/or change of information will be deemed as failure to cooperate under Section 26.109 of the Regulations. Your DBE certification status will be honored by all of the U.S. DOT recipients in California. For information on City of Los Angeles contracting opportunities, please register at htrn:/ILABAVN.or City of Las Angeles . nopDament of Public Worlrs • 13urc11 If Conlracl Admintslreaen • on'ice orcontracl CompReoee • Centmiizsd Certification Adnrhrislrelion 1149 Soub Brutulmy. Suite 300 • L®Angcla, CA 90015 • Phone (213) 847.26&t • Fax (213) 847-2777 Gensler I Santa Ana Regional Transportation Bike Station 25N-65 PBS Engineers, Inc. February 9, 2016 Page 2 Should you have any questions, please contact me at (213) 847-2650 or e-mail at angela.dela1wa@lacity.org. Sincerely, ANGEL/A�ROSA, LAWA Certification Manager Office of Contract Compliance Bureau of Contract Administration ANHQUALEMPLOYMENT OPPORTUNITY - AFFIRMATIVE ACTION EMPLOYER TF SI Gensler I Santa Ana regional Transportation Bike Station 25N-66 n 0 <Q� o rK d Lpp' V (7 O= q B W W N F" n U V �ZW7 P lJ W m os� 'd• q U V �u 3 Gensler I Santa Ana Regional Transportation Bike Station 25N-67 Abu Dhabi Miami Atlanta Minneapolis Austin Morristown Baltimore New York Bangalore Newport6each Bangkok Oakland Beijing Philadelphia Birmingham Phoenix Boston Raleigh -Durham Charlotte San Diego Chicago San Francisco Dallas Sanjose Denver Sanjose Detroit Silo Paulo Dubai Seattle Hong Kong Shanghai Houston Singapore La Crosse Sydney Las Vegas Tampa London Tokyo Los Angeles Toronto Mexico City Washington DC 4675 MacArthur Court Suite 100 Newport Beach, CA 92660 Tel 949.863.9434 gensler.com Gensler 25N-68 Local Assistance Procedures Manuel Exhibit 10-02 Consultant Contract DBE Commitment EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMbIITMENT 1. Local Agency: City of Santa Ana 2. Contract DBE Goal: 0.40 % 3. Project Description: Santa Ana Regional Transportatlon Center- New Bike Station 4. Project Location: Santa Ana, California 5. Consultant's Name: Gensler 6. Prime Certified DBE: ❑ 7. Total Contract Award Amount: 144,923.61 8. Total Dollar Amount for L6L1 Subconsultants: $71,443.61 9. Total Number of ALL Subconsultants: 2 10. Description of Work, Service, or Materials Supplied . 11. DBE Certification Number 12. DBE Contact Information 13. DBE Dollar Amount PBS Engineers, Inc Mechanical, Electrical, Plumbing C7 36091 Angela De La Rosa, City of LA (213) 847-2650 - $29 707.0( 4 ,.,` t.''4ecslA�arfGyltc,o`pmpl�te3hys�SaGtl�nli' rr y 'n`v�. $29,707 20. Local Agency Contract Nnrnher 21. Federal -Aid Project Number. 14. TOTAL CLAIMED DBE PARTICIPATION 22. ContractExecuttoo 4.8 % net.- IMPORTANT: Identify oil DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is Local Agency cerdfies that all DBE cartlFlcatlons are valid and information on this form is complete and accurate. - _ requi�relf�. O6/20/2018 23. Local Agency Reprosentative's Signature 24. Date K P repofer's Signature 16. Date Kunal Shah, PE 626-650-0350 25. Local Agency Representative's Name 26. Phone - 17. Preparer's Name 18. Phone President 27. Local Agency Representative's Title 19. Preparer's Title DISTRIBUTION: 1. Original- Local Agency 2. Copy- Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result In de -obligation of federal funds on contract ADA Notice: For Individuals with sensarydlsabilitles, this document Is avallable In alternate formats. For Wormallon call (916) 6646410 or TDD (916) 654- 3880 orwrile Records and Fortes Management, 1120 N Street, MSA9, Sacramento, CA 95814. Page 1 of 2 July 23, 2015 25N-69 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment INSTRUCTIONS — CONSULTANT CONTRACT DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the Iocal or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc), 4. Project Location - Enter the project location as it appears on the project advertisement. 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Total. Contract Award Amount - Enter the total contract award dollar amount for the prime consultant. S. Total Dollar Amount for ALL Subconsultants — Enter the total dollar amount for all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 9. Total number of ALL Subconsultants — Enter the total number of all subcontracted consultants. SUM = (DBEs + all Nan -DBEs). Do not include the prime consultant information in this count. 10. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms, 11. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 14. Total Claimed DBE Participation - $: Enter the total dollar amounts entered in the "DBE Dollar Amount" column. %: Enter the total DBE participation claimed ("Total Participation Dollars Claimed" divided by item "Total Contract Award Amount"). If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAP". 15. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 16. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 17. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 18. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 19. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment forth. LOCAL AGENCY SECTION 20. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 21. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 22. Contract Execution Date - Enter the date the contract was executed. 23. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 25. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form, 26. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 27. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. Page 2 of 2 July 23, 2015 25N-70 EXHIBIT B Santa Ana Transportation Center Bike Station City of Santa Ana Public Works Agency RFP No.18-036 Fee Proposal May21,2018 Gensler 25N-71 I a I Gensler Santa Ana Regional Transportation Bike Station 25N-72 05 Fee Proposal Gensler I Santa Ana Regional Transportation Bike Station 25N-73 Fee Proposal Provided by Gensler Fees reflected for a project number 18-036 : Santa Ana Regional Transportation Bike Station Santa Ana Regionai Transportation Bike Station Phase Sub Total Sub Total Fee Hours Task 1 - Pre -Design 136.5 $ 20,717.00 Gensler 76 $ 12,080.00 Kimley Horn 44 $ 6,260.50 PBS 15.5 $ 2,376.50 Task 2 - Design Development 200 $ 30,378.55 Gensler 108 $ 16,740.00 Kimley Horn 66 $ 9,182.05 PBS 26 $ 4,456.60 DocumetConstruction 360 $ 64,606.00 Gensler 148 $ 25,660.00 Kimley Horn 148 $ 20,033.00 PBS 54 $ 8,912.00 Task 4 - Bid Advertisement, Construction Administration, Record Drawings 253 $ 39,223.06 Gensler 120 $ 19,000.00 Kimley Horn 48 $ 6,261.06 PBS 85 1 $ 13,982.00 Total Hours 938.60 Total Fee Refer to attached 1 OH 1 form breakdown for all hourly rate chart, personel hours and expenses $144,923.61 Gensler I Santa Ana Regional Transportation Bike Station 25N-74 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal EXHIBIT 10-HI COST PROPOSAL Page 1 of 3 ACTUAL CO.rr-Pare-F ET) FEE OR r.rIMP S M(FIRM FIXED PRICE) CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES) Note: Mark-ups are Not Allowed . Prime Consultant ❑ Subconsultant Consultant Gensler Project No. 18-036 Contract No. DIRECTLABOR Date 5-21-2018 Classification/Title Name Hours Actual Hourly Rate Total (Project Architect) (Sr. Desi rter) i1 Nick Acevedo 142 $ 175 $ 24,850.00 Hessam Vakili 310 $ 145 $ 44,950.00 $ $ LABOR COSTS a) Subtotal Direct Labor Costs $ 69 800.00 b) Anticipated Salary Increases (seepage 2 for calculation) $ 0.00 c) TOTAL DIRECT LABOR COSTS [(a) +(b)] $ 69,800.00 INDIRECT COSTS d) Fringe Benefits (Rate: N/A%) e) Total Fringe Benefits [(c) x (d)] $ N/A f) Overhead (Rate N/A%) g) Overhead [(c) x (f)] $ N/A h) General and Administrative (Rate: N/A %) i) Gen & Admin [(c) x (h)] $ N/A j) TOTAL INDIRECT COSTS [(c) + (g) + (i)] $ N/A FIXED FEE k) TOTAL FIXED FEE [(c) + Q)] x fixed fee N/A_%] $ N/A I) CONSULTANT'S OTHER DIRECT COSTS (ODC) —ITEMIZE fAdd additional naves if neeeasarv) Description of Item Quantity I Unit Unit Cost Total Mileage Costs 8 ea $10 $80 Equipment Rental and Supplies $ $ Permit Fees $ $ Plan Sheets 3 sets ea $1200 $3,600 Test $ $ 1) TOTAL OTHER DIRECT COSTS $ 3,680 m) SUBCONSULTANTS' COSTS (Add additional pages if necessary) Subconsultant 1: Kimlev Horn $ 41,736.61 Subconsultant2: PBS Engineers $ 29,707.00 Subconsultant3: $ Subconsultant4: $ m) TOTAL SUBCONSULTANTS' COSTS _ $ 71.443.61 n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(I)+(m)] $ 75,123.61 TOTAL COST [(c) + 0) + (k) + (n)] $ 144,923.61 NOTES: 1. All costs must comply with the Federal cost principles. Subconsulmnts will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates should be based on consultant's annual accounting period and established by a cognizant agency or accepted by Caltrans. 3. Anticipated salary increases calculation (page 2) must accompany. Gensler I Santa Ana Regional Transportation Bike Station 25N-75 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal L' XIIIBTT 10-H1 COST PROPOSAL Page 2 of AmiAr, COST-Prx1,S-Frxrn Frx OR Erman Simi (FIRM FbMD PRICC) CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREASES) 1, Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) DirectLabor Total Hours per Avg 5Year Subtotal oerCost CostProposal Hourly Contract Proposal Rate Duration $27,920.00 452 = $61.78 Year 1 Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation °/u) Avg Hourly Rate Proposed Escalation Year 1 $61.78 + 2% _ $63.01 Year 2 Avg Hourly Rate Year 2 $63.01 + 2% _ $64.27 Year 3 Avg Hourly Rate Year 3 $64.27 + 2% _ $65.55 Year 4 Avg Hourly Rate Year 4 $65.55 + 2% _ $66.86 Year 5 Avg Hourly Rate 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) Estimated % Completed Total Hours per Cost Total Hours per Each Year Proposal Year Year 1 100.0% * 452 = 452 Estimated Hours Year 1 Year 0% * 0 = 0 Estimated Hours Year 2 Year 3 0% + 0 = 0 Estimated Hours Year 3 Year 4 0% * 0 = 0 Estimated Hours Year 4 Year 5 0% * 0 = 0 Estimated Hours Year 5 Total 100% Total = 452 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Avg Hourly Rate Estimated hours Cost per (calculated above) (calculated above) Year Year $61.78 * 452 = $27,920 Estimated Hours Year I Year $63.01 * 0 = $0 Estimated ]-lours Year Year 3 $64.27 * 0 = $0 Estimated Hours Year 3 Year $65.55 * 0 — $0 Estimated Hours Year 4 Year 5 $66.86 * 0 = $0 Estimated Hours Year 5 Total Direct Labor Cost with Escalation = $27,920.00 Direct Labor Subtotal before Escalation = $27,920.00 Estimated total of Direct Labor Salary Transfer to Page I Increase S0.00 NOTES: 1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. 2. An estimation that is based on direct labor multiplied by salary increase %multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. 4. Calculations for anticipated salary escalation must be provided. Gensler I Santa Ana Regional Transportation Bike Station 25N-76 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal EXHIBIT 1 O-HI COST PROPOSAL Page llof li Certification of Direct Coats: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 1. Generally Accepted Accounting Principles (GAAP) 2. Terms and conditions of the contract 3. Title 23 United States Code Section 112 -Letting of Contracts 4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 5. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Prime Consultant or Subconsultant C:ertifvino: Name: Chip Williams r Signature: Email: chip_williams@gensier.com Title*: Principal Date of Certification (mm/dd/yyyy): 05/21 /2018 Phone Number: 949.260.8548 Address: 4675 MacArthur Court, Suite 100, Newport Beach, CA 92660 *An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is providing under the proposed contract: Architectural Services Gensler I Santa Ana Regional Transportation Bike Station 25N-77 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal EXHIBIT 10-H1 COST PROPOSAL Page 1 of A(-rIIAi. COST-Pl.irc-Turn FEE OR txm-rr ctma (FIRM FIXED PRICE) CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES) ❑ Prime Consultant M Subconsultant Consultant PBS Engineers, Inc. Project No. 18-036 Contract No. DIRECT LABOR Date May 16, 2018 Classification/Title Name Hours Actual Hourly Rate Total (Project Manager) Kunal Shah, P.E. 18.5 $ 65.00 $ 1,202.50 (Sr. Civil Engineer) Lou Perez 54 $ 49 $ 2 646.00 (Envir. Scientist) Ins ector Tarie Hassan, RE 54 $ 49 $ 2,646.00 Noe Tortilla P.E. 54 $ 65 $ 3.510.00 LABORCOSTS a) Subtotal Direct Labor Costs $ 10,004.50 b) Anticipated Salary Increases (seepage 2 for calculation) $ 0 INDIRECTCOSTS c) TOTAL DIRECT LABOR COSTS [(a)+ (b)] $ 10,004.50 d) Fringe Benefits (Rate: 41.5%) e) Total Fringe Benefits [(c) x (d)] $ 4152.00. f) Overhead (Rate:103_%a) g) Overhead [(c) x (f)] $ 10,305 h) General and Administrative (Rate: 5_%) i) Gen & Admin [(c) x (h)] $ 500 j) TOTAL INDIRECT COSTS [(e)+(g)+(i)] $ 14,957 FIXED FEE k) TOTAL FIXED FEE f(c) + 0)] x fixed fee %] $ 27,457.00 I CONSULTANT'S OTIiER DIRECT COSTS OD —ITEMIZE Add additional pa2es if necessar Description of Item Quantity Unit Unit Cost Total Mileage costs $ $ E ui ment Rental and Supplies $ $ Permit Fees $750 i $2,250 Plan Sheets $ $ Test $ $ q "1'V'1'AL OTHER DIRECT COSTS $ 2.250 m) SUBCONSULTANT5' COSTS (Add additional pages if necessary) Subconsultant 1: _$ Subconsultant2• $ Subconsultant 3: $ Subconsultant 4: $ in) TOTAL SUBCONSULTANTS'COSTS_$ n) TOTAL OTHERDIRECT COSTS INCLUDING SUBCONSULTANTS[(I)+(m)] $ 2.250 NOTES: TOTAL COST [(c) + G) + (k) + (n)] $ 29.707.00 1. All costs must comply with the Federal cost principles, Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates should be based or, consultant's annual amounting period and established by a cognizant agency or accepted by Caltrans. 3. Anticipated salary increases calculation (page 2) must accompany, Gensler I Santa Ana Regional Transportation Bike Station 25N-78 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal EXHD3TT 10-H1 COST PROPOSAL Page of A(.-rrtAT. CngT-PT.;oy FTXRn FRF.ORLj2x SriM(FIRm FIXED PRICE) CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREASES) 1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) Direct Labor Total Hours per Avg 5Year Subtotal per Cost Cost Proposal Hourly Contract Proposal Rate Duration $10,004.50 180.5 = $55.42 Year 1 Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) Avg Hourly Rate Proposed Escalation Year 1 $55.42 + 2% _ $56.52 Year 2 Avg Hourly Rate Year 2 $56.52 + 2% _ $57.65 Year 3 Avg Hourly Rate Year 3 $57.65 + 2% _ $58.81 Year 4 Avg Hourly Rate Year 4 $58.81 + 2e/a = $59.98 Year 5 Avg Hourly Rate 3. Calculate estimated hours per year (Multiply estimate% each year by total hours) Estimated %Completed Total Hours per Cost Total Hours per Each Year Proposal Year Year 1 20.0% * 5000 = 1000 Estimated Hours Year 1 Year2 40.0% * 5000 = 2000 Estimated Hours Year 2 Year 3 15.0% * 5000 = 750 Estimated Hours Year 3 Year 15.0% * 5000 = 750 Estimated Hours Year4 Year 5 10.0% * 5000 = 500 Estimated Hours Year 5 Total 100% Total = 5000 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Avg Hourly Rate Estimatedhours Cost per (calculated above) (calculated above) Year Year 1 $55.42 * 180.5 = $10,004.30 Estimated Hours Year 1 Year 2 $56.52 * - _ $- Estimated Hours Year 2 Year 3 $57.65 * - _ $- Estimated Hours Year 3 Year 4 $58.81 * - _ $- Estimated Hours Year 4 Year 5 $59.98 * - _ $- Estimated Hours Year 5 Total Direct Labor Cost with Escalation = $- Direct Labor Subtotal before Escalation = $- Estimated total of Direct Labor Salary = Transfer to Page 1 Increase $10,004.50 NOTES: 1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. 2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. 4. Calculations for anticipated salary escalation must be provided, Gensler I Santa Ana Regional Transportation Bike Station 25N-79 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal FxHIBTr10-Hl COST PROPOSAL Page3of3 Certification of Direct Costs: I, the undersigned, certify to the best of my lmowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 1. Generally Accepted Accounting Principles (GAAP) 2, Terms and conditions of the contract 3. Title 23 United States Code Section 112 - Letting of Contracts 4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 5. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Prime Consultant nr Subconsultant Certifying: Name: Kunal Shah, P.E. Title *: President/CEO Signature : Date of Certification (mm/dd/yyyy):X/21/2018 Email: kshahOPbsengineers.com Phone Number: 626-650-0350 Address: 2100 E. Route 66, Suite 101, Glendora, CA 91740 *An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is providing under the proposed contract: Mechanical, Electrical and Plumbing Engineering Design Services Gensler I Santa Ana Regional Transportation Bike Station 25N-80 Local Assistance Procedures Manual EXHBIT 10-H1 Cost Proposal r Exhibit 10-H1 Cost Proposal Actual Cost -Plus -Fixed Fee or Lumo Sum (Firm Fixed Price) Contracts (Design, Engineering and Environmental Studies) Note: Mark-ups are Not Allowed Q+ Prime Consultant El Subconsultant Q2nd Tler Subconsultant Consultant Kin ley -Horn and Associates, Inc. Project No. 18-036 Contract No. Date 5/15/2018 DIRECTLABOR ClassifrcationiTltle Name Hours Actual Hour Rate" Total ProjectManager Aryo Rod 59 $5937 $ 8,502,83 Professional Stephanie Lam 24 $40.68 $ 976.32 Analyst Kameron Qureshi 65 $36.25 $ 2,356.25 Professional Michael Madsen IS $59.58 $ 893.70 Professional I Randall lCo ff 24 $53.51 $ 1,284.24 Professional Joe Cogswell 25 $39.67 $ . 991.75 Anal t Luke Davies 77 $29.80 $ 2 94.12 Project Su ort Armando Hernandez 17 $26.75 $ 454.75 ' OIncludes estimated salary increases effective 711118 LABOR COSTS a) Subtotal Direct Labor Costs $ 12,754A4 b) Anticipated Salary Increases (see page 2 for calculation) $ c) TOTAL DIRECT LABOR COSTS [(a) + (b)] $ 12,754.44 INDIRECT COSTS d) Fringe Benefits ( Rate: 42.14% ) o) Total Fringe Benefits [(o) x (d)] $ 5,374.72 f) FCCM (Rate; 0.510/0 ) g) FCCM [(c) x (f) $ 65.05 h) General and Administrative ( Rate: 154.88%) 0 Gen & Admin [(c) x (h)] $ 19,754.08 j)TOTAL INDIRETCOSTS [(a)+(g)+(i)] $ 25,193.85 I =, D FEE lc) TOTAL FIRED FEE [(c) + (a) +(i)* fixed fee 10%) $ 3,78832 1) CONSULTANT'S OTHER DIRECT COSTS (ODC) - ITEMIZE (Add additional pages if necessary) Description of Item Quality Unit Unit Cost Total $0.00 $ $0.00 $ $0.00 $ $0.00 $ $0.00 $ I) TOTAL OTHER DIRECT COSTS $ m) SUBCONSULTANTS' COSTS (Add additional pages If necessary) Subconsultant 1: Subconsultant2: (n) TOTAL OTHER DIRECT COSTS.INCLUDING SUBCONSULTANTS [a) + (m)] $ - TOTAL COST [(c) + O) + (k) + (n)] $ 41,736.61 Gensler I Santa Ana Regional Transportation Bike Station 25N-81 Local Assistance Procedures Manual EXB13lT 10-H1 Cost Proposal Exhibit 10-H Cost Proposal Actual, Cost -Plus -Fixed Fee or Lump Sum (Firm Fixed Price) contracts (Calculations for Anticipaied Salary increases) Consultant Rimley-Horn and Associates, Inc. Contract No. 18-036 Date 5/15/2018 1. Calculate average hourly rate for Ist Period of the contract (Direct Labor Subtotal divided by total hours) Direct Labor Total Hours Avg Hourly Subtotal per per Cost Rafe Contract Duration Cost Proposal Proposal $ 12,7$4A4 / 306 = $41.68 Period 1 Avg Hourly Rate 2, Calculate hourly rate for allperlods (Increase the Average hourly rate for a period by proposed escalation %) Avg Hourly Proposed Rate Escalation Period I $41.68 + 5% _ '$43.77 Period 2 Avg Hourly Rate Period 2 $43.77 + 5% _ $45.95 Period 3 Avg Hourly Rate Period 3 $45.95 a- 5% _ $48.25 Period 4 Avg Hourly Rate Period 4 $48.25 + $% _ $50.66 Period 5 Avg Hourly Rate 3. Calculate estimated hours per year (Multiply estimate % each period by total hours) Estimated % Total Hours Completed Each per Cost Total Hours Period Proposal per Period Period 1 100.00% " 306 = 306 Estimated Hours Period I Period 2 0.00% * 306 — 0 Estimated Hours Period 2 Period 3 0.00% " 306 = 0 Estimated Hours Period 3 Period 0.00% * 306 0 Estimated Hours Period Period $ 0.00% * 306 0 Estimated Hours Period 5 Total 100% Total = 306 4. Calculate Total Costs including Escalation (multiply average hourly rate by the number of hours) Avg Hourly Estimated Rate Hours . (calculated above) (calculated above) Period I $41.68 " 306 Period 2 $43.77 * 0 Period 3 $45.95 * 0 Period $48.25 ^ 0 Period 5. $50.66 * 0 Cost Per Period $12,754.44 Estimated Room Period I $0.00 Estimated Hours Period 2 $0.00 Estimated Hours Period 3 $0.00 Estimated Hours Period _ $0.00 Estimated Hours Period 5 Total Direct Labor Cost with Escalation - $12,754.44 Direct Labor Subtotal before escalation = $12,754.44 Estimated total of Direct Labor Salary Increase = ($0.00) Transfer to Page 1 Period 1= 7/l/18 through 6/30/19 Period 2 = 7/1/19 through 6/30/20 Period 3 = 7/l/20 through 6130121 Period 4 = 7/1/21 through 6/30/22 Period 5 - 7/1/22 through 6/30/23 Gensler j Santa Ana Regional Transportation Bike Station 25N-82 Local Assistance Procedures Manual 9xhibit 10-M Cost Proposal Certification of Direct Costs: El XHBIT 10-H1 Cost Proposal I, the undersigned, certify to the best ofmy lmowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, and allocable to the contract in accordance with the contract terms and the following requirements: 1, Generally Accepted Accounting Principles (GAAP) 2, Terms and conditions of the contract 3. Title 23 United States Code Section 112 - Letting of Contacts 4. 48 Code of Federal Regulations Part 31 • Contract Cost Principles and Procedures 5. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service G. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consiatontly and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Prime Consultant or Subcousultant Cerilfvingl Name; Anthony Podcmcz D Title*: Vice President Signature:. • 1 Data of Certification (mtn/dd/yyyy): 5115120I8 Email: anthony.00dearaczgpkimlev-horn.com PhonaNumber. 714-939.1030 Address: *An Individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. is Gensler I Santa Ana Regional Transportation Bike Station 25N-83 Abu Dhabi Miami Atlanta Minneapolis Austin Morristown Baltimore New York Bangalore Newport Beach Bangkok Oakland Beijing Philadelphia Birmingham Phoenix Boston Raleigh -Durham Charlotte San Diego Chicago San Francisco Dallas San Jose Denver San Jos€ Detroit Sao Paulo Dubai Seattle Hong Kong Shanghai Houston Singapore La Crosse Sydney Las Vegas Tampa London Tokyo Los Angeles Toronto Mexico City Washington DC 4675 MacArthur Court Suite 100 Newport Beach, CA 92660 Tel 949.863.9434 gensleccom Gensler 25N-84 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE AGREEMENT WITH DAVID EVANS AND ASSOCIATES FOR LANDSCAPE ARCHITECTURAL DESIGN OF 6TH AND LACY PARK (PROJECT NO. 18-2692) (STRATEGIC PLAN NO. 6, 1G) CI Y YANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with David Evans and Associates for a two-year term beginning August 21, 2018, and expiring on August 20, 2020, with the option for the City to grant up to two one-year renewal options exercisable by the City Manager and the City Attorney, to provide consulting landscape architectural design services for the new 6th and Lacy Park, in the total amount not to exceed $132,561, including a 10 percent contingency in the amount of $12,051, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION Approval of this recommended action will allow staff to proceed with preparation of Plans, Specifications and Estimates, also referred to as Contract Documents, for the project authorized in the FY 2017/18 Capital Improvement Program. These Contract Documents will be used to competitively bid and construct the project. The project is located at the southwest corner of 6th and Lacy Streets. The Scope of Work involves development of a .4 acre vacant site owned by the city, into a new neighborhood park with amenities including a playground, picnic area, walkways, site furnishings, lighting, skating element, restroom, water -wise landscaping, and automated irrigation system. On April 2018, the Public Works Agency released a Request for Proposals inviting qualified firms to submit proposals for architectural design services. On May 2018, 11 proposals were received. Each firm was evaluated according to firm/team experience, understanding of need, relevant project experience, schedule and proposed fee. 250-1 Agreement with David Evans and Associates Landscape Architectural Design Services August 21, 2018 Page 2 The following table lists those firms and their respective evaluation scores: Rank Firm Score 1 David Evans and Associates 93.0 2 Little Diversified Architectural Consulting 91.0 3 Hirsch & Associates 87.7 4 RJM Design Group 86.7 5 RRM Design Group 84.7 6 David Volz Design 84.3 7 Stantec 83.3 8 RHA Landscape Architects, Planners, Inc. 82.0 9 Adams Streeter Civil Engineers 81.7 10 Troller Mayer Associates, Inc. 81.3 11 Community Works Design Group 75.7 Staff recommends the top firm, David Evans and Associates, be retained to design the 6th and Lacy Park project. Based on the schedule of rates and fees, which is incorporated into the contract (Exhibit 2), the proposed fee in an amount not to exceed $120,510 is recommended for City Council approval. Staff requests authorization of a 10 percent design services contingency of $12,051, for a total agreement amount not to exceed $132,561. 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. 250-2 Agreement with David Evans and Associates Landscape Architectural Design Services August 21, 2018 Page 3 FISCAL IMPACT Funds have been budgeted and are available for expenditure in the Housing Related Parks Grant Fund (Account No. 16113267-66220). Funds will be spent according to the estimated spending plan below. Any unspent, encumbered balance will be carried forward into subsequent fiscal years as needed to fulfill the agreement. Contract Period Fiscal Year Amount FY 2018/19 (July — June) $128,461 FY 2019/20 (July — June) $4,100 TOTAL: $132,561 APPRO D AS TO FUNDS & ACCOUNTS: O Fuad S. gweiss, PE, PLS Sergio Vidal Executiv Director Assistant Director Pu is rks AgenN Finance and Management Services Agency W & Comnhun(ty Services Agency FSS/EWG/ARC/JG/SF Exhibits: 1. Project Location Map 2. Agreement 250-3 250-4 TH ST EXHIBIT 1 SANNT�A ANA �- P W H 6THO18-2692 JECT & LACY PARK PAGE 1 OF 1 250-5 250-6 AGREEMENT TO PROVIDE LANDSCAPE ARCHITECTURAL DESIGN SERVICES FOR 6TH AND LACY PARK THIS AGREEMENT is made and entered into this 21st day of August, 2018 by and between'David Evans and Associates, Inc: ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On April 26, 2018, the City issued Request for Proposal No. 18-038, by which it sought a consultant to provide landscape architectural design services for 6' and Lacy Park. 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. 18-038 and addendum thereto. 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. 18-038 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total sum to be expended under.the term of this Agreement, including any extension periods, shall not exceed $132,561. This sum is comprised of (1) the base amount of $120,510 and (2) a 10% contingency in the amount of $12,051 for additional services at the City's sole discretion. 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 2 Pagel of 8 250-7 3. TERM This Agreement shall commence on the date first written above and terminate on August 20, 2020, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for up to 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 CONTRATOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and 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 the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 250-8 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. Page 3 of 8 250-9 (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, to the extent 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 to the extent 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 8 250-10 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement, Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) Page 5 of S 250-11 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: David Evans and Associates, Inc. 4141 E. Inland Empire Boulevard, Suite 250 Ontario, CA 91764 Attn: Chris Giannini A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSrMY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Page 6 of 8 250-12 Agreement performed by City personnel or by other consultants retained by City. FG�Y"l IAaJ 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. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that . Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, Page 7 of 8 250-13 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: li. Jym M. Funk Assistant City Attorney FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Chris Giannini Title: Vice President Page 8 of 8 250-14 EXHIBIT A REm DAVID EVANS ANuA.SSOCrIATES INC. May 25, 2018 Ms. Suzi Furjanic, Project Manager City of Santa Ana Public Works Agency 20 Civic Center Plaza, 3rd Floor Reception, Ross Annex Santa Ana, CA92701 RE. PROPOSAL TO PROVIDE ON -CALL LANDSCAPE ARCHITECTURAL. SERVICES FOR STH & LACY PARR - RFP NO. 18-038 Dear Suzi: Having been involved in the design of the award -winning Memory Lane Park project with the City of Santa Ana, David Evans;and Associates, Inc. (DEA) is. pleased to once again express our sincere interest in continuing to provide your team with landscape architectural services for the 6th & Lacy Park.projeet. As you know,. we. have been tracking this project with you, having met to discuss the design components, funding, goals and objectives. Based upon our review of the RFP, and coupled with our extensive portfolio of trail, park, and streetscape projects throughout Southern California (including several in Orange County), we are ideally suited to assist with this new park project. We have provided a comprehensive scope of services based on the City's preliminary conceptual plan and project budget of.$725,000: We concur with the contract language; however, if possible, DEA respectfully requests the addition of the words `to the extent" within the Indemnificatlon language of the contract. (....claim for property damage, °to the extent" which....,. and ....equitable relief is due "to the extent by reason.....:), DEA has the in-house resources to begin your work Immediately and complete the work within your desired time frame. We have provided a comprehensive schedule to indicate how best to accomplish your scheduling needs both during design and construction. We.can again employ an expeditious schedule, much as we did with Memory Lane Park. We thank you again for your consideration of our qualifications and look forward to the next step in the selection process. Please feel free to contact me at (909) 481-5750 or ccg@deaine.com if you have any questions or need additional information. Sincerely, DAVID EVANS AND ASSOCIATES, INC. Chris Giannini, PLA 4287 Vice President / Project Manager 4141 E. Inland Empire Boulevard, Suite 250 Ontario, CA 91704 909.481.0,90 250-15 Proposal to provide Landscape Architectural Design for Bth & Lacy Park - RFP No. 18.038 2 1 May 21, 2018 1 David Evans end Assoclates, Inc. This page Intentionally left blank 250-16 Appendix ATTACHMENT 3-I: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 1 ]2 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTIAENT OF PUBLIC WORKS In accordance with Tille 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, organinaion, or corporation; flint 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 weed with any BIDDER or anyone else to put in a sham bid, or that anyone shall retain 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, orrgani7ation, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is pan of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of_s'gr�[�c Ilcwci,ino Subscribed and sworn to (or aRinned) before me on this I'PA day, of x , 201E by Ki r. 5. AAt, de s , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. &tT4 Notary Public Signature 7HEWF�A L. FASTER COMM. # 2183269 E z KWARYRUaIIC.CALIFOMM9 is sw L iatutom ooWN tM comet. EyRt�o. R.n. t z xort Notary Public Seal City of Santa Ana RFP Page A3-1 250-17 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge mid 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 malting of any federal grant, the malting of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. if any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee ore 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 fbils to file the required certification shall be subject to a civil penalty of not less than S 10,000 and not more than S100,000 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 languaee of this certification be included in all lower tier subcontracts, which exceed S100,000 and that all such sub recipients shall certify and disclose accordingly. Finn David Evans and Associates. Inc. Signed and Printed Name: /�,(.yh.,_, ,(� %p-�t( Kim S R h nd es i Title VLP PrPctr1Pnt Date City of Santa Ana RFP Page A3.2 250-18 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on bchall' of lie 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 famish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by (lie 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 (I) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP Page A3-3 250-19 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 dre event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital 'status, or sex of Such persons, except as provided in Section 1420, and any consultant of public works violating this. Section is subject'to all the penalties imposed for a violation of the Chapter. Signed: %�1�n. rf, X? ,r,./i,, Title: Vice President Firm: David Evans and Associates, Inc Date: May24, 2018 City of Santa Ana RFP —_ — Page A3.4 250-20 Firm and Team Experience David Evans and Associates, Inc. (DEA) has been providing landscape architectural services to the ,public and private sector for 42 years. Founded in 1976 on the philosophy of hiring outstanding professionals and giving them the freedom and support to do what they do best, the landscape architecture team at DEA has become well established in today's marketplace. DEA has more than 1,000 employee owners and maintains offices in California, Arizona, Colorado, Idaho, Oregon, Washington, and New York. DEA is consistently ranked among Engineering News Record's Top 100 Pure Design firms in the U.S. and among the leaders in many of our local markets. DEA Services DEA has the demonstrated capacity to perform the required services as described in the Request for Proposal, to provide Landscape Architectural Services for the 6th & Lacy Park project. We have organized an experienced group of individuals to assist the City with this project to provide a responsive, technically competent, and efficient team. DEA will utilize staff from both our Ontario and our local Orange County office for this contract, located at 17782 17th Street, Suite 200, Tustin, CA 92780. Our Tustin office is within close proximity to the City of Santa Ana. Our team of technical and professional landscape architectural staff are supplemented by experts from across the West to provide the services you need! Landscape architecture is an integral part of DEA's interdisciplinary approach. Our experience includes landscape design services for park and recreation areas, playgrounds, sports fields, trails, streetscape and highways, residential, and commercial site planning. We have worked with numerous southern California municipalities providing design services, and have found that an essential element of our recreation, civic and community facility project success is client collaboration. Our best projects have been programmed, planned and designed with extensive input from our clients and their community. When clients are engaged in the process, they know that their interests and their stakeholders' needs are being addressed. Proposal to provide Landscape Architectural Design for 6th & Lacy Park • RFP No. 18-038 Landscape architecture combines art and science in such a way as to provide harmony between the natural and built environment. The work of the DEA landscape architect involves planning, design, and preserving the land. We blend the art of attractively shaping land and the objects upon it for use and enjoyment, with a talent for producing practical, yet innovative designs. DEA's landscape architects and master planners analyze site potential and the environmental impact of proposed development. At DEA, landscape architecture provides an integral part of the team processes. Our landscape architects have the design expertise necessary to combine attractive designs with functional solutions, assuring the client the highest quality of work. Organizational Chart Chris Giannim. PLA 4287 J7 L, 1 ��7, Jon Den, CID roan S. Rhodes, PLA 3867 David Stuelzel, PE Kenn Perez H{alh Habig, PLA 5D28 Mark Oskmus. PE Danny Wang David Geotechnical Engineering Electrical Engineering Converse Consultants Design West Engineering; David Evans and Associates, Inc. I May 21. 2018 1 3 250-21 Proposal to provide Landscape Architectural Design for 6th & Lacy Park - RFP No. 18-038 Key Staff Sios Chris Giannini, PLA 4287 1 Project Manager iN. Chris Giannini will serve as project manager responsible for contract oversight and r direct point of contact with the City of Santa Ana. a California registered award - winning landscape architect and project manager with DEA. He has been involved in landscape architecture for 25 years responsible for design, management and construction observation on numerous projects, including design and planning for parks, sports facilities, streetscapes, commercial, industrial, retail facilities, developer housing, and memorial developments. Chris has served as project manager for various park projects including the multiple award -winning Memory Lane Park for the City of Santa Ana. His most recent experience includes the design and management of the APWA award -winning Bryce E. Hanes Park in the city of San Bernardino and also award -winning Ocotillo Park in the city of Cathedral City. 40%Availability Kim S. Rhodes, PLA 3867 1 Project Landscape Architect 1611 Kim Rhodes is a California LIM registered, award -winning landscape architect, client - manager and vice president y with DEA. For the past 33 years, she has been responsible for landscape architectural design and management on numerous projects, including design and planning for parks, trails, streetscapes / roadways, sports facilities, transportation corridors, structure aesthetics, schools and universities, commercial, residential, and industrial developments. 25%Availability Heath Habig, PLA 5028 Landscape Architect Heath is a talented landscape architect with a fresh perspective to design. He has 21 years of experience in design of numerous projects including design and planning for parks, playgrounds, sports facilities, and streetscapes. Heath was lead landscape architect on large-scale preliminary designs that included 4 1 May 21, 2018 1 David Evans and Associates, Inc. ®EA's project manager and landscape architecture team have experience delivering award -winning projects in Southern California schematic design, design development, preparing construction documents, managing and coordinating design staff for production tasks, and producing conceptual design graphics and presentation material. He has worked on projects across the west as well as in the UAE, India, and Korea. 35% Availability Jon S. Dan, CID I Irrigation Designer ',fr11Jon Oen, CID is a certified w6/,'; commercial irrigation designer a , ' " (CID) and also a partner with the U.S. Environmental Protection Agency's (EPA's) WaterSense program. For the past 16 years, 7t he has worked on a wide variety roation i of irrigation projects including L, 9 P j 9 trails, sports parks, hotels, residential, and commercial developments. Jon provides construction observation including submittal review and site visits (main line testing) specifically focused on irrigation systems and controls. He is well versed in the regulatory guidelines associated with AB1881 (Model Water Efficient Landscape Ordinance). Jon's experience in Orange County includes his irrigation design efforts with Memory Lane Park in Santa Ana, Moulton Smart Street in the city of Laguna Woods, El Camino Real Park in Orange, and the Tracks at Brea. 50% Availability Subconsultants Converse Consultants I Geotechnical Engineering Converse is an employee -owned corporation providing geotechnical engineering and geological services. Their professional and technical staff includes in-house geotechnical engineers, engineering geologists, environmental scientists, deputy inspectors, laboratory and field technicians, draffing/CAD specialists, and other specialized support personnel. Our laboratories are certified by the Division of the State Architect (DSA), California Department of Transportation (Caltrans), US Army Corps of Engineers, American Association of State Highway and Transportation Officials (AASHTO), and the Cement and Concrete Reference Laboratory (CCRL). 250-22 Design West Engineering I Electrical Engineering Design West Engineering is a full -service electrical engineering consulting firm founded on the philosophies of second -to -none service, environmental sensibility, and commitment to forward -thinking innovation. Established in 2000 and centered on these ideas, they have quickly grown to become one of Southern California's most prominent and the Inland Empire's largest MEP firms. They currently maintain approximately 45 employees offering a diversified range of practical experience in municipal, educational, green -building, transportation, medical, commercial, and residential building sectors. Their highly qualified and innovative engineers work in a multi -disciplined environment, each familiar with overall project requirements in addition to their specific area of expertise, offering the most up-to-date expertise in the latest technologies. Project Understanding Approach The City of Santa Ana has secured approximately $725,000 dollars for the development of the 6th & Lacy Park. Funding is being provided by a State of California, "Housing Related Parks" program grant. The .42 acre project site is bordered to the north by 6th Street and on the east by Lacy Street, ` r: and was formerly three vacant homes that were acquired, demolished and �� t re -zoned for the =.•_sfi - ;7 development of a neighborhood park. The City held several community meetings to obtain input regarding the desired elements of the park. This resulted in the development of a "/, "Met Pa,r conceptual plan prepared Community owrsa<h Meee"¢ by the City and included rn"rsa,y, April s, znv as part of the RFP. A supplemental addendum i L4 followed highlighting a list of proposed amenities ---- including: n Walkways e, Playground equipment o Picnic Areas Proposal to provide Landscape Architectural Design for 6th & Lacy Park - RFP No. 18-038 a A Shade Shelter o A small restroom with single unisex compartment o A small area for skateboard ramps m An outdoor classroom area Perimeter fencing * Rock bioswale w California friendly landscaping (including fruit trees) to Automatic irrigation system gi Site amenities (park entrance sign, interpretive signage, benches, picnic tables, bike racks and a drinking fountain. u Drainage (utilizing low impact development concepts) a Site Lighting c (Community Garden has been eliminated) The project schedule highlights the need for bid advertisement by September 2018 and award of construction by December 2018. Having had a similar schedule duration for Memory Lane Park, DEA anticipates working closely with the City to schedule community meetings upon award of the contract in order to obtain consensus of the desired park amenities and to determine if the desired elements are within the construction budget. We have worked with a number of agencies to assist in expediting construction schedules by utilizing various programs available to Cities (such as the ability to buy products direct, via a purchasing cooperative) whereas a reduction in cost is achieved in addition to a savings in the schedule. DEA has prepared a comprehensive and aggressive schedule that requires full cooperation by our design team members as well as the City and outside agencies to ensure the work is completed prior to the above noted date. Scheduling Consideration Our scope and fee addresses each of the elements denoted in the RFP in addition to the tasks necessary to prepare a comprehensive set of construction documents. Given our extensive experience with park and trail projects, we look forward to sharing our ideas with you on how best to implement your project within the available funding and prior to the deadlines set forth. David Evans and Associates, Inc. I May 21. 2018 1 5 250-23 Proposal to provide Landscape Architectural Design for 6th & Lacy Park . RFP No. 18.038 Scope of Work Task 1 — Pre -Design / Project Start -Up Meeting The DEA project team will attend a start-up meeting with the City staff to review the scope of services, project goals, deliverables, budget, funding and schedule, This task will also include a site visit with City staff. Deliverables: Attendance at project start-up meeting and site visit by key members of the_project team. Task 2 — Conceptual Plan DEA will provide two rendered conceptual plans which incorporate community input. The first plan will be a refinement of the City provided plan which was generated through .outreach meetings held by the City's Parks, Recreation and. Community Services Agency. As noted in the RFP, the following were ideas shared by the community for desired implementation: children's playground, teaching area for active lifestyle classes, and ei community garden. Additional elements likely to be represented in the conceptual plan include: walkways, picnic.areas, a shade structure, rock bioswale, California friendly landscaping, drip irrigation, site amenities (park entrance sign, interpretive signage, benches, picnic tables, bike racks, trash receptacles, and a drinking fountain), drainage (goal of full site infiltration) and site lighting. The above park elements will be incorporated in the first conceptual plan and based on input from the community, will be modified in the second conceptual plan and presented accordingly. It should be noted that we do not anticipate much change given prior input and based on available funding and project scheduling. Both concepts will be provided in color. This task includes the facilitation of two (2) meetings with the Lacy Neighborhood Association. The final conceptual plan will be approved by both the Parks, Recreation, & Community Services Agency as well as the Lacy Neighborhood Association. Deliverables: Attendance at two community meetings and the development of two rendered conceptual plans. 6 1 May 21, 2018 1 David Evans and Associates, Inc. Task 3 —Topographic Survey Topographic surveys will be performed within the project area to document and map the existing conditions and provide base mapping for design plans. The survey area will consist of the .42 acre site on the southwest corner of 6th and Lacy Streets, Survey data for existing curb and gutter, flowlines, pavement and walks drainage structures, lighting, trees, surface visible or marked utilities will be collected, in addition to locating and dipping sewer manholes (2). Data will be collected along the streets from the gutter inward, not within the street proper. Horizontal survey datum will. be NAD '83(CORS). Vertical Control. will be.the City Bench datum. GPS will be utilized to establish the horizontal and vertical components of the aerial mapping targets. Total stations and levels will be used for the design level components with reference marks set for future use during construction. The topographic survey data will be processed and plotted in AutoCAD. The following items are not included in this scope of services; m Boundary Survey. e Legal descriptions and plats, Record of Survey, Lot Line Adjustment, Corner Records. or filing of Maps. Temporary Construction Easements (if shy) will.be on a time and material basis. m Setting of monuments or staking. m Underground utility locations, including potholing or boring. Task 4 — Geotechnical Investigation Project Setup Under the direction of the project manager, a staff professional from Converse will set-up the project to provide the services outlined under our scope of work. The project set-up will include the following: m Coordinate with DEA and the City representative to schedule the field investigation. m Stake the boring locations prior to drilling. o Notify Underground Service Alert (USA) to clear the boring locations of conflict with underground utilities. e Arrange for a drill rig. Field Exploration Our field exploration will consist of drilling a total of five borings and conducting water infiltration tests. 250-24 Borings The borings will be drilled between 10 and 24 feet below existing ground surface (bgs) or to refusal, whichever is shallower. The purpose of the borings will be to: a Obtain subsurface information. to Obtain undisturbed and bulk samples of the various soil types for laboratory testing. The borings will be drilled using a truck -mounted rig equipped with hollow -stem augers for soils sampling. Soils will be continuously logged and classified by the. geologist/englneer in the field by visual examination in accordance with the Unified Sol[ Classification System. Both undisturbed ring samples and bulk samples of the subsurface materials will be obtained at five- foot Intervals, at changes in soil profiles,. or where unusual conditions are encountered. The relatively undisturbed ring eaniples will be obtained using a Modified California Sampler (2.4-inch inside diameter and 3.0-inch outside dlameter) lined with thin -walled sample rings. The sampler will be driven into the bottom of the boreholes with successive drops of a 140-pound hammer falling 30 inches. The number of successive drops of the drlving weight ("blows") required for one foot of penetration will be shown on the boring summary sheet. in the "blow/foot" column. The soil will be retained in brass rings (2.4 inches in diameter and 1.0 inch in height). The central portion of the sample will be retained and carefully sealed In waterproof plastic containers for shipment to the laboratory. Bulk samples ofrepresentative soil types will be collected in plastic bags. Groundwater levels, if encountered in the borings, will be recorded. The borings will be backfilled with soils cuttings and tamped. As a result of the backfill may settle over time. If construction is delayed, we recommend the owner monitor the boring site and backflll any settlement or depression that might occur to prevent trip and fall injuries from occurring near the area of any potential settlement. Water Infiltration Tests Two, 5-foot deep borings will be prepared for Infiltration testing. A 2-Inch diameter perforated plastic pipe will be installed inside each boring. Pea gravel filter pack will be poured down the center of the auger while withdrawing the auger to surround the pipe casing and whole bottom with the gravel filter pack. Waterwill be added to the bore hole until Proposal to provide Landscape Architectural Design for Gth & Lacy Park - RFP No. 18.038 the water level is as near the ground surface as could be achieved and allowed to pre-soak. Presoaking the test hole shall maintain a water level above the percolation testing level and at least 12 inches above the bottom of the boring. If the water seeps completely away within 30 minutes..after filling the boring 2 consecutive times, and. the subsurface exploration has yielded permeable. soils beneath the proposed Invert of infiltration, presoaking can be considered complete and the testing can proceed. If the water does not completely drain within 30 minutes, presoak the hole for at least 4 hours before conducting the Infiltration test. After presoaking, water will be added .to 12 inches above the top of the infiltration depth. After 30 minutes, if no water remains In the hole, a test time Interval of 10 minutes will be. used. If water remains in the hole, a test time interval of 30 minutes will be Used. Once the interval has been determined, the test shall commence. Water will be added to the hole to a depth of at least 12 inches above the depth of Infiltration. The water depth will be measured after the interval time has lapsed. The hole will be.refilled to the same water level at each interval and the test will continue for a minirnum.of 8 intervals or until a stable rate of drop is obtained, whichever is first. A stabilized rate is defined as when the highest and lowest reading from three consecutive Intervals are within 10 percent of each other: The average drop rate over the last 3 readings consecutive readings is the pre -adjusted percolation rate. Attempts will be made to remove the pipes from the borings. If the attempts fail, the pipes will be abandoned in place and the whole.backfilled with soils cutting. Laboratory Testing Program The laboratory testing program will depend upon the type of soils encountered during our field exploration and the quality of samples obtained. Laboratory. tests will include, but may not be limited to, the following: a In place moisture and density tests e Collapse David Evans and Associates, Inc. I May 21, 2018 1 7 250-25 Proposal to provide Landscape Architectural Design for 6th & Lacy Park - RFP No, 18-038 ❑ Expansion Index ❑ Soils Corrosivity in Sieve Analysis o Laboratory Maximum Density ❑ Direct Shear Report Preparation Data obtained from the exploratory borings and the laboratory testing program will be evaluated. A report will be prepared which will include the following items: ❑ Project Description. ❑ i Site Description. ❑ Discussion on the field procedure used in the i investigation. o A discussion of the materials encountered in the borings and their measured engineering properties. ❑ Logs of the exploratory borings summarizing the subsurface conditions encountered, and a plan indicating the locations of the explorations. Depth to groundwater (if encountered) and its impact on the proposed development. ❑ i Discussion on the laboratory tests result. ❑ Discussion on the regional and local geology. n Location of active faults relative to the site and its impact. ❑ Secondary effects of earthquake, ❑ Design seismic coefficient based on the 2016 CBC. ❑ Water infiltration rate. n Grading recommendations, including removal of unsuitable soils. n Shrinkage and subsidence coefficients r Subgrade preparation for slab, foundation and walkway. ❑ Excavatability of site soils. o Soils bearing pressure for shallow foundation design. u Lateral earth pressures. ❑ Light pole foundation design and construction recommendations. o Sidewalk and flatwork recommendations. Task 5 — Design Development Plans (50%) Based on the approved conceptual plan, DEA will prepare a 50% design development package including landscape architectural, civil and electrical engineering plans, in addition to draft technical specifications and a preliminary cost estimate. Deliverables: Preparation of a design development level PS&E package as described above. CONSTRUCTION DOCUMENT PHASE (90% and 100% plans) Deliverables during the construction document phase are as follows: Two full sets of the construction documents for review at 90% in addition to one electronic PDF copy on CD in AutoCAD. At 100% completion, DEA will provide two full sized sets of signed and sealed bond copies in addition to one electronic PDF copy. Technical specifications shall also be reviewed at 90% and 100% completion and prepared in accordance with City requirements. Two hard copies and two electronic copies (MS Word and PDF) will be provided at each of the 90% and 100% submittals. Task 6 — Project Meetings The DEA team will attend up to three meetings with staff throughout the duration of the project in addition to the start-up meeting. Fees are based on an average meeting time of 3.5 hours which includes travel time. If additional meetings are required or desired, they will be charged on a time and material basis and approved by the City prior to attendance. Deliverables: Attendance at up to 3 project meetings during the design development / construction document phase of work. Task 7 — Site Utility Plan DEA will perform utility research in preparation of the preparation of a site utility plan. This research will include searching for available record utility data within or adjacent to the project limits. DEA will gather available information from the utility purveyors regarding their facilities in the project area. Underground plan utilities will be mapped by record public information only; subsurface utilities that are not identified on existing record maps will not be shown. The record utility information will be used to determine points of connection for sewer, irrigation and domestic water in the preparation of a site utility plan. DEA's engineers will prepare the composite site sewer and domestic water plan. DENS Landscape Architects will prepare the site irrigation plan as noted below. Deliverables: Data collection, utility research and the preparation of a site utility plan to provide irrigation and domestic water to the Droiect site. 8 1 May 21. 2018 1 David Evans and Associates, Inc. 250-26 Task 8 — Horizontal Control Plans DEA will prepare a 1 "= 20' scale horizontal and vertical control plan for the project depicting a survey control line and dimensions to pertinent site features for use in the layout of the park and site features during construction. Deliverables: 1" = 20' scale horizontal and vertical control plan. Task 9 — Preliminary Hydrology and Hydraulics Analysis and Grading and Drainage Plans DEA will prepare a preliminary drainage study for the project site. A rational method analysis of the site will be performed addressing the pre and post construction 10- and 50-year storm events. The rational analysis will determine the pre -and post - construction surface flow and serve as the basis for sizing of on -site drainage facilities to retain the difference in the pre- and post -construction conditions. This analysis, along with the percolation test data provided by the project geotechnical engineer will be uses to size the project infiltration system. DEA will prepare a 1 "= 20' scale precise grading, drainage and paving plan for the project depicting _ grading contours, slopes, retaining walls (if required), finish surface elevations, drainage patterns, swales, typical cross sections, details and proposed civil related improvements including pavement, hardscape flatwork, and access ramps. The plan will consider ADA requirements for accessibility. (Please note that due to the project acreage, a WQMP will not be required and is therefore excluded from our scope of services. Also, no street improvement work is anticipated at this time). Deliverables: 1" = 20' scale grading and drainage plan. Task 10 — Erosion Control Plan This plan will include the preparation of erosion control measures for use in construction to reduce sediment transport within the site. Deliverables: 1" = 20' Erosion Control Plan. Proposal to provide Landscape Architectural Design for 6th B Lacy Park - RFP No. 18-038 Task 11 — Site Amenities Plan This plan will include the recommended placement of amenities throughout the 6th and Lacy Park in addition to design and specification data of the proposed elements such as benches, drinking fountains, bike racks, trash receptacles, lighting, interpretive signage, play equipment, shade structure, picnic tables, outdoor classroom (features to be determined during conceptual planning phase), fencing, and skateboard ramps. (Please note that fees include the development of text and graphics for one interpretive sign. General content and photos will be provided by city if available. Additional costs could apply if photos are needed that are copyrighted by others). Deliverables: 1" = 20' site amenities plan. Task 12 — Planting Plans Plans will include a plant legend indicating trees, shrubs, and ground covers in addition to information regarding the placement of materials such as decomposed granite, mulch and boulders. The legend will indicate the botanical and common names, quantity, size, and remarks (such as variety and staking procedure). The plans will provide an appropriate palette utilizing sustainable landscape materials including California -friendly, drought tolerant plants that are appropriate for the project area. Deliverables: 1" = 20' planting plan and details. Task 13 — Irrigation Plans The irrigation plans will provide the necessary information for a complete and fully automatic irrigation system for the park. The plans will indicate the point of connection based upon agency requirements, backflow prevention and pressure regulation (as necessary), and equipment size and type in the irrigation legend. "Smart" Water Application Technologies (SWAT) will be utilized. Flow monitors, moisture sensors, and ET based controllers will be implemented. Effective January 2010, the State of California implemented a new water ordinance and together with the Governors mandated water restrictions, many new requirements are being requested from both the State and local agencies. We anticipate providing the following information: Fj Prepare water usage calculations (MAWA and ETWU) based on the new water ordinance. 250-27 David Evans and Associates, Inc. I May 21, 2018 1 9 Proposal to provide Landscape Architectural Design for Gth & Lacy Park - RFP No. 18-0313 e Provide water efficient landscape worksheet and hydrozone table for each remote control valve per new ordinance (water use category, area served in s.f., controller number, valve size and flow). Obtain horticultural soils report (Agronomic data) based on soil samples obtained from site by DEA. Report to be provided by Soil and Plant Laboratory In Orange, CA or equal, a Provide irrigation run time schedule per ordinance based on soil type. n Rain and wind sensors will be added per ordinance, a Statement note will be added regarding ordinance. tv Add WUCOLS water use classifications for all plant material. The following Items are not Included at this time but can be provided in the future if desired: regular maintenance schedule, certificate of completion, and irrigation audit report following project completion. Deliverables: 1" = 20' irrigation plans and details. Task 14 — Electrical PIAns Services include electrical plans and specifications for the 6th and Lacy Park project. Scope of work is to include site lighting for new neighborhood park and provide power to 1 modular restroom building. The park will require new electrical service which will feed lights and associated power requirements by the city. Services Include 1. (1) Pre -design site visit as required for verification of existing conditions. 2. (1) Design meeting(s) at your office as directed. 3. Electrical specifications provided in book format. 4. State of California Board of Professional Engineers & Land Surveyors Electrical stamp and signature. 5. Completion of applicable governing agency comments (plan check comments). 6. Site lighting pole base structural calculations, 7. Electrical site plan including the following: a. Coordination of power service with serving utility b. Site lighting layout, circuiting, and control wiring diagram for general lighting purposes c. Point by Point of site lighting foot candle levels as necessary to comply with plan check requirements d. Schedule of lighting fixtures e. Lighting layout and circuiting f. New service entrance design g. Distribution and branch panel locations h. Single line diagram I. Load schedules j. Voltage drop calcs k. Power requirements as programmed by user staff Task 15 — Restroom Building DEA is proposing a prefabricated structure for the single unisex compartment / restroom. We have found increased flexibility with pre -manufactured structures and are confident that we can provide a structure that will satisfy the City's concerns regarding, vandal resistance, use of concrete masonry units, and the use of sustainable design/ construction practices. We will coordinate with manufacturers and provide a restroom building, based on the City's input and available budget. Building elevations, floor plans, general utility information, roofing Info and sometimes general footing/foundation information (typically not site specific) are provided by the manufacturer during the design phase. Structural calculations and full architectural drawings for pre -fabricated buildings are not typically provided until the manufacturer is under contract with either the city (buying direct can qualify the city for as much as a 20% cost reduction with some manufacturers) or with the successful contractor. If the City would like full architectural drawings to be submitted during the design phase but would still like the contractor to enter Into an agreement with the manufacturer when the project is awarded, there may be a necessary fee in order to have the manufacturer provide said drawings. The fee for these drawings would then be deducted from the price of the building when/ if ordered. Fees for full architectural / structural drawings are not included in our scope of work at this time as we are assuming a deferred submittal. Currently, It is difficult to anticipate what those fees will be until the design of the structures has been determined. 10 1 May 21, 2018 1 David Evans and Associates, Inc. 250-28 Task 16 — Construction Details DEAwill prepare construction details for hardscape elements, site furnishings (if necessary), planting and irrigation components. In most Instances, footing details and calculations (if necessary) for pre -fabricated items such as picnic shelters and play equipment will be provided by the manufacturer. For Items such as the restroom and picnic structure, the structural drawings and calculations will be a deferred submittal that will be provided as part of the construction submittal process once the contractor purchases the structure. Deliverables: Construction details as noted above. Task 17—Technical Specifications DEA will prepare technical specifications for each of the components In CSI format. City staff will be responsible for combining these specifications with the City -provided boiler plate information such as general conditions, special provisions, notice inviting bids etc. Deliverables: Preparation of technical specifications. Task 18 — Final Opinion of Probable Cost The project team will prepare a final construction cost estimate in a per unit basis (or lump sum) of proposed park improvements once the construction documents have been completed to 100%. This format will directly match the contractor bid schedule for ease of comparison. The estimate will be In tabular form for each construction item indicating quantity, unit, unit price, and total cost. Deliverables: Construction Cost Estimate. Task 19 — Plan Submittals and Approval Process The construction documents will be prepared in accordance with the 2013 California Building Code and ADA. These plans will be submitted to the City Planning and Building Departments for review and approval. Plans will be signed by a licensed professional as appropriate. DEA will submit the 90% completed plans for review by the Public Works Design and Construction Engineering Divisions. 154e 100% plans will then be submitted for final revim and approval by the Parks, Recreation and Comm0mity Services Agency, the Planning and Building Agency and Public Works Agency. This task includes two sets of revisions based on plan check comments. Deliverables: SubmiVlal, review, and revisions Proposal to provide Landscape Architectural Design for 8th & Lacy Park • RFP No. 18-038 associated with obtaining project approval as noted above. BID ADVERTISEMENT, CONSTRUCTION ADMINISTRATION & RECORD DRAWINGS Task 20 — Bid Advertisement DEA will attend the pre -bid meeting and will provide responses to bid RFI's and assist with answering questions, and providing clarification if conflicts arise, Each Item will be reviewed by the City prior to release of information. Deliverables: Attendance at pre -bid meeting and bid assistance as noted above and per the level of effort noted in our fee schedule. Task 21 — Construction Administration DEA's construction management team will answer questions, review submittals, shop drawings and schedules required 'to be submitted by the contractor for conformance with the design plans and specifications', The DEA team will review and respond to RFI's and clarifications during construction within five business days of receipt. We understand that the City will handle the day to day construction management process. DEA has anticipated the hours denoted in the fee schedule for each of the respective disciplines. Please note that this task shall require compensation on a time and materials basis in accordance with the level of effort required / desired. The fees for this task are shown for budgetary purposes only and shall be determined prior to the start of construction to allow the City to decide how best to utilize the DEA team resources along with their own staffing. At this time, it is difficult to determine the level of effort for the tasks listed and therefore we recommend negotiating this task once the contractor has been selected and prior to construction. Deliverables: Construction administration on a times and materials basis. Task 22 Record Drawings / As Built Plans Utilizing General Contractor provided red lines, DEA will incorporate As Built information into the drawing files such that we can provide the City with 'Record Drawings'. We will modify our digital files in order to provide updated prints for the as -built drawings that can be routed internally for City signatures are. Deliverables: One set of As Built plans based on contractor provided red lines. David Evans and Associates, Inc. I May 21, 2018 1 11 250-29 Proposal to provide Landscape Architectural Design for 6th & Lacy Park - RFP No. 18-038 Relevant Project Experience Memory Lane/Santa Ana River Park, Santa Ana, California DEA prepared conceptual planning F. and final design_ for Memory Lane rwe Park and Trailhead in the City of Santa Ana. The park was designed to provide recreational opportunities for the area residents, r. general public, and bike & equestrian riders along theti -_ Santa Ana River ' Trail. The pocket park includes a children's play area, fitness equipment, nature garden, trails, bike racks, equestrian hitching posts, picnic area, site furnishings, a dry creek bed with pedestrian bridge, signage, security lighting and landscaping. Year Completed: 2016; Client Marne: City of Santa Ana; Contact (dame and Number: Suzi Fur%anic - 714.571.4241 The Tracks at Brea, California DEA landscape architects and civil engineers prepared conceptual plans and final construction A ocuments for several segments of the Tracks at Brea, a four -mile trail that traverses from west to east across the City of Brea. Segment 3 is a one -mile segment of Class I meandering trail through an abandoned rail corridor. The project scope included work between Brea Boulevard and State College Boulevard and incorporates both hard and soft surface trail, native plantings, site furnishings, and a lighted parking area. Segment 4 is a nearly one -mile long multi -modal trail between State College and Birch Street. The trail consists of separate paths for both pedestrians and bicyclists. The meandering path is approximately 20 feet wide, allowing 10 feet for each use. Segment 2 included soil remediation and rough grading construction. Segment 2 is approximately 1,400 lineal feet in length and terminates on the east at Brea Boulevard. The work included coordination with a geotechnical consultant to implement the Removal Action Work Plan, the development of soil removal and rough grading plans, and the NO] and SWPPP. The rough grading plans were developed to incorporate the concept plan prepared by DEAs landscape architects. The project includes a dual purpose trail system, site furnishings and plantings, maintenance vehicle access, and a stair system for access to Segment 1. Year Completed: 2018; Client Mane: City of Brea; Contact Name and Number: Roslyn Lau - 714.671.4403 Bryce Hanes Park, San Bernardino, California DEA landscape architects developed a conceptual master plan and construction documents for the two -acre Bryce Hanes Park in the city of San Bernardino. The park is located on a busy corner in an underserved neighborhood and includes many of the elements identified throughout the community input process such as a water 'sprayground', a skate park, soccer field, open space play, picnic areas, a basketball court, signage, fitness area, a restroom, art in public places, and parking. Sustainable features include permeable paving, drought tolerant planting, solar lighting, 'Smart' irrigation techniques, recycled/ recyclable materials and groundwater recharge. Year Completed. 2016; Client Name: San Bernardino Valley Municipal Water District, Contact Name and Number: Wen Huang, PE - 909.435.8418 Ocotillo Park, Cathedral City, California DEA landscape architects provided master planning, Proposition 84 grant coordination, and construction documents for award -winning Ocotillo Park, a 12 1 May 21, 2018 1 David Evans and Associates, Inc. 250-30 5-acre park in Cathedral City. Working closely with the city appointed grant writer, DEA developed a plan for active recreation facilities while considering the incorporation of sustainable features such as recycled materials, the use of decorative rock and decomposed granite, 'Smart Imgation'techniques, and drought tolerant plant material. The park features playground and picnic areas, walking paths, a ball field with soccer field overlay, skatepark, parking, plaza space and picnic shelters, in addition to fitness stations, a restroom, lighting and signage. Year Completed: 2016; Client Name: City of Cathedral City; Contact Name and Number: John Corella - 760.770.0327 Gibson Mariposa Park, El Monte, California DEA landscape - architects worked = with Amigos de Los Rios, a non-profit environmental and community advocacy - group in providing design assistance, project coordination, and preparation of construction rt;� a#trw>1 documents. The park t� .,� an ►• was themed afterL, butterflies, creating C exciting opportunities`"] to integrate unique 1 design elements into the park. The monument sign resembled a large caterpillar, shade canopies were shaped like large butterflies, and a community stage was modeled after a caterpillar -eaten leaf. Plantings consisted of drought tolerant California native plants and were designed to become habitat for a wide variety of native California butterflies. To educate visitors to the park on the butterfly habitat, informational kiosks were positioned at key points along gravel pathways. In addition to creating native plant and butterfly habitat, DEA landscape architects also assisted in developing "green" strategies. Permeable pavers were used in parking areas Proposal to provide Landscape Architectural Design for 61h & Lacy Park - RFP No. 18-038 to facilitate water percolation, on -site leach fields dispersed water from the children's water play area into surrounding turf areas, and recycled materials were used for park amenities such as picnic tables, benches and trash receptacles. Year Completed: 2012; Client Name: City of El Monte; Contact Name and Number: Cesar Roldan - 626.580.2090 Marshall Community Park, San Gabriel, California DEA provided landscape architectural design services for a master plan for Marshall Community Park, a 2.4-acre park to be constructed on the Marshall Elementary School site. DEA developed a plan at this joint -use site for active recreation facilities incorporating sustainable features such as a synthetic turf sports field, drought tolerant plant material, "Smart Irrigation" equipment for water conservation, and recycled materials for paving and site furnishings, while still maintaining state -required standards for elementary school outdoor play. The site features include many active amenities such as playground and picnic areas, walking paths, a baseball/softball field with soccer field overlay, a basketball court, a handball court, standard school ground court activities, and fitness stations. The passive amenities include an educational demonstration garden, picnic shelters, a restroom, lighting and signage, decorative fencing, an educational/community history mural wall, on -street parking and new street frontage landscape. Year Completed., 2017; Client Name; City of San Gabriel; Contact Name and Number: Rebeca Perez - 626.308.2875 Gene Autry Trail Park, Palm Springs, California DEA provided landscape architectural and civil engineering design services for the Gene Autry Trail Gateway project. The project consists of landscape improvements to the David Evans and Associates, Inc. I May 21, 2018 1 13 250-31 Proposal to provide j Landscape Architectural Design for 6th & lacy Park - RFP No. 18-038 parkways and median on Gene Autry Trail north of Vista Chino as well as the development of a 1.7-acre passive park. The development of the park achieved numerous aspects that truly make this a successful project. We have improved the quality of life for nearby residents and demonstrated stewardship of the natural environment, while creating an iconic landmark for visitors to Palm Springs and the Coachella Valley. The revitalization of this once vacant parcel of land into a unique oasis proved successful in both function and form. It improved drainage, increased property values, increased safety while decreasing negative uses such as vandalism, illegal dumping and loitering..... and it provided a place to enjoy the outdoor environment! Year Completed: 2011; Client Name: City of Palm Springs; Contact Name and Number: Marcus Fuller - 760.323.8253 Ovrom Park, Burbank, California DEA provided project management, master planning, final design, landscape architecture, civil engineering, and construction management for this two -acre community park. The park design appeals to all ages and makes exceptional use of the small space by featuring playgrounds, a regulation -size basketball court, walking paths, covered picnic areas, open -play turf areas, and quiet spaces. The park also includes a 7,025 square foot community center that houses programmed recreational activities. Protecting environmental resources and implementing sustainable practices were of utmost importance. The planting design consists of drought tolerant plants that provide shade, screen and color. The irrigation system uses recycled water and is controlled by a centralized system that monitors soil moisture levels, weather patterns, and system pressure loss for efficient water use. Year Completed: 2010; Client Name: City of Burbank; Contact Narne and Number: Maribel Leyland - 818.238.5160 References City of Santa Ana Memory Lane Park Contact: Suzl Furjanlc 714.571.4241 Cilly'of BFea, The Tracksat;Brea G6ntact:M,aslyn.L'au, San Bernardino Valley Bryce Hanes Park Municipal Water District Contact: Wen Huang 909.435.8418 City ofCaEliedral City Ocotillo Park 1'760'770.02i_ Contact: John Co[elif 14 1 May 21, 2018 1 David Evans and Associates, Inc. 250-32 250-33 Proposal to provide Landscape Architectural Design for 6th & Lacy Park- RFP No. 18.038 Chris Giannini, PLA 4.287 Project Manager i �Quca tlori `' '.9S;:1.$nrJBc@peArchiiedure;'1993',:+', Galif6ri11@, R6lyteohnic.Stste Udtverairy; ..: Pornona;r .' 'f?rofesslonal'LsntlscapBAtcliRecf;•,i: `;� Callfdm�a`(4287),J999":'; ' $ears cf Expeflertce Chris Giannini is a California registered award -winning landscape architect and project manager with DEA. He has been involved In landscape architecture for 25 years responsible for design, management and construction observation on numerous projects, including design and planning for parks, sports facilities, streetscapes, commercial, industrial, retail facilities, developer housing, and memorial developments. Memory Lane Park, Santa Ana, California Chris served as project manager for the conceptual and final design of the multiple award -winning Memory Lane Park and Trailhead for the City of Santa Ana. With access to the Santa Ana River Trail, the pocket park includes a children's play area, fitness equipment, nature garden, trails, bike racks, equestrian hitching posts, picnic area, site furnishings, a dry creek bed with pedestrian bridge, signage, security lighting and landscaping. Bryce E. Hanes Park, San Bernardino, California As project manager, Chris developed a conceptual master plan and construction documents for the two acre Bryce E. Hanes Park in San Bernardino. He was also involved with facilitating community workshops. The park is located on a busy corner in an underserved neighborhood and will include many of the elements Identified throughout the community Input process, such as a water'sprayground', a skate park, soccer field, open space play, picnic areas, a basketball court, signage, fitness area, a restroom, art in public places, and parking. Ocotillo Park, Cathedral City, California Chris led the landscape architectural efforts for a proposed 5-acre park in Cathedral City. Working closely with the city appointed grant writer, IDEA developed a plan for active recreation facilities while considering the Incorporation of sustainable features auch as recycled materials, the use of decorative rock and decomposed granite, 'Smart Irrigation' techniques, and drought tolerant plant material, The park featured playground and picnic areas, walking paths, a ball field with soccer field overlay, parking, plaza space and picnic shelters, in addition to fitness stations, a restroom, lighting and signage. Tracks at Brea Segment 4, Brea, California Chris assisted with the conceptual master plan for a one -mile long multi -modal trail between State College and Birch Street. The trail Is located within an abandoned rail corridor and consists of separate paths for both pedestrians and bicyclists. The meandering path is approximately 20' in width, allowing 1 O' for each use. This segment of trail passes under the SR 57 freeway and hence provides for unique and creative solutions incorporating 'Art in Public Places'— an important 16 1 May 21, 2D18 I David Evans End Associates, Inc, component of any project in Brea. The corridor will include groves of trees, meandering areas of California Poppy and Lupine, children's play areas, seating and fitness areas, bike skill zones, Interactive elements, butterfly gardens, site furnishings, lighting, and custom entry signage. The proposed artistic elements will considerthe existing 'poppy' imagery on the highway retaining walls. Gene Autry TraIf Park, Palm Springs, California As lead landscape architect, Chris oversaw the landscape architectural and civil engineering design efforts for the Gene Autry Trail Park project. The project consists of landscape improvements to the parkways and median on Gene Autry Trail north of Vista Chino as well as the development of a 1.7-acre passive park. Chris was also involved in various construction management tasks. Ovrom Park, Burbank, California As landscape architect and project manager, Chris worked on a mixed use site in the city of Burbank that included a community center and urban park. The community center serves. as a center for continuing education and is a major part of this site development. This small urban space and the many uses it provides was the site's greatest design challenge. The . park includes a basketball court, play areas, picnic shelters, picnic tables, open turf area, restroom building and an informal, passive, garden area. 250-34 Kim S. Rhodes, PLA 3667 Senior Landscape Architect Kim. Rhodes is a California registered, award -winning landscape architect, client manager and vice president with DEA. For the past 33. years, she has been responsible for landscape architectural design and management on numerous projects, including design and planning for parks, trails, streetscapes / roadways, sports . facilities, transportation corridors, structure aesthetics, schools and universities, commercial, residential, and industrial developments. Memory Lane Park, Santa Ana, Kim served as principal -in - charge for the award -winning Memory Lane Park and Trailhead in the City of Santa Ana. The park was designed to provide recreational opportunities to the area residents, general public; and bike & equestrian riders along the Santa Ana River Trail. The pocket park includes a children's play area, fitness equipment, nature garden, trails, bike racks, equestrian hitching posts, picnic area, site furnishings, a dry creek bed with pedestrian bridge, signage, security lighting and landscaping. The Tracks at Brea, California. As project manager, Kim prepared conceptual and final construction documents for 4 miles of Class I meandering trail through an Proposal to provide Landscape Architectural Design for 6th & Lacy Park - RFP No. 18-036 abandoned rail corridor in Brea, Segments 2-4 include work between Brea Boulevard and Birch Street and Incorporates both hard and soft surface trail, native plantings, site furnishings, a lighted parking area,. restroom building, plaza space, community gardens, bioswale, fitness area and Interpretive signage. The site underwent soil remedlation efforts prior to the construction of the trail. Gibson Mariposa Park, 1121 Monte, California As principal -in -charge, Kim worked. with Amigos de Los Rios, an environmental and community activist group providing design assistance, project coordination, and preparation of construction documents. The park. was themed after butterflies; creating exciting opportunitles to integrate unique design elements into the park. The monument sign resembled a large caterpillar, the shade canopies were shaped like large butterflies, and a community stage was modeled after a caterpillar, eaten leaf. Plantings were designed for the butterfly habitat, using only California native plant material. IDEA also assisted in developing "green' strategies, such as the use of permeable pavers in parking areas, on -site leach fields under the turf to drain run-off, and recycled materials for picnic tables, benches and trash receptacles. Bryce E. Hanes Park, San Bernardino, California Kim served as principal -in -charge for the two acre Bryce E. Hanes Park in San Bernardino. The park is located on a busy comer in an underserved neighborhood and will include many of the elements identified throughout the community input process, such as a water'sprayground', a skate park, soccer field and open space play, picnic areas, a basketball court, signage, fitness area, a restroom, art in public places, and parking. Sustainable features include permeable paving, drought tolerant planting, solar lighting, 'Smart' irrigation techniques, reoycled/recyclable materials and groundwater recharge. Ocotillo Park, Cathedral City, California Kim served as princlpal-in- charge and QAiQC manager for the preparation of a master plan, design development, and preparation of final construction documents for Ocotillo Park, a 5•acre park in Cathedral City, Working closely with the city appolnted grant writer, IDEA developed a plan for active recreation facilities while considering the incorporation of sustainable features such as recycled materials, the use of decorative rock and decomposed granite, 'Smart Irrigation' techniques, and drought tolerant plant material, The park features playground and picnic areas, walking paths, a ball field with soccer field overlay, parking, plaza space and picnic shelters, In addition to fitness stations, a restroom, lighting and signage. 250-35 Davld Evans and Associates, Inc. I May 21, 2018 1 17 Proposal to provide Landscape Architectural Design for eth & Lacy Park - RFP No. 18.038 Heath Habig, PLA 5028 Landscape Architect ducatiti¢'. :.�$,aa7idscapeAtclllteotuYer'1.•996;,•••, •,;,; Caj jornle'StetQ Folyt�chrtic Univefsl}Y,; c• Registration• Reg(stered.I andsdalS�Architect' ? C@Ilfarnla'(562BJ; 2005. . Yeare`of Expdrience ' 2t.:.:.. Heath is a talented landscape architect with a fresh perspective to design. He has 21 years of experience in design of numerous projects including design and planning for parks, playgrounds, sports facilities, and streetscapes, Heath has recent design experience on national cemeteries including the National Memorial Cemetery of Arizona and the Sacramento Valley National Cemetery in Dixon, California. He has participated as a landscape architect for a number of major hotels in Las Vegas, Nevada. He was lead landscape architect on large-scale preliminary designs that included schematic design, design development, preparing construction documents, managing and coordinating design staff for production tasks, and producing conceptual design graphics and presentation material. He has worked on projects across the west as well as in the UAE, India, and Korea. Richard T. Steed Memorial Park, San Clemente, California DE4 developed a comprehensive master plan and final design for a 40-acre community park. Heath assisted with the preliminary plans for the overall park and specifically for the dog park. The scope Included the renovation of existing concession ball fields/beer garden and the completion of other community recreation elements including an amphitheater, skateboard park, dog park, additional lighted ball fields and other active and passive recreation amenities. Heritage Park Aquatic Center, Irvine, California Heath assisted with the preliminary design, design development and construction documents for the refurbishment of the Heritage Park Aquatic Center, including the planting design and hardscape. DEAalso provided engineering services for the aquatic center's refurbishment. Cesar Chavez Park, South Gate, California Heath was part of the design team for the conceptual design of soccer fields and restroom structures for this community park, He assisted with preparation of the construction documents. Honda Rider Educational Center, Colton, California Heath assisted with the conceptual design and construction documents for this off -highway vehicle rider education facility. The design includes several blociimates and a variety of terrain for the riders to move through. Extensive native plantings were used, which was challenging for the irrigation design. Via VisaliafVla Fernandez Parkland, Palos Verdes Estates, California Heath was on the design team for this new park in Palos Verdes Estates. The City had provided a hand drawing of what they wanted the park to look like, Working closely with the City Forester, the team turned that concept into a conceptual design and construction documents for this neighborhood park. The park is located within a canyon overlooking the Pacific Ocean. The design utilizes natural materials from the area, with decomposed granite trails and native plant materials to blend with the natural surroundings. Huntington Memorial Hospital, Pasadena, California While with another firm, Heath served as landscape architect and provided design and overall project management. Directly adjacent to the main vehicular entry to the hospital stood an open parking lot not open to the public. This lot was fenced off from public view and did little visually to enhance the appearance of the hospital. The hospital chose to develop the land into a park that patients, visitors, and the general public would be free to use. The proposed park featured concrete and decomposed granite walkways, built planter walls, site furnishings, wrought iron fencing and gates, planted detention basins, and an herb garden. Color design plans and sketches were prepared starting at the concept level and proceeded with full plans, specifications, and estimates at the bid document phase. Heath worked closely with hospital staff and It's engineering department throughout the life of the project. 18 1 May 21, 2018 1 David Evans and Associates, Inc. 250-36 Jon S. Den, CID Landscape Irrigation Designer Educatlori .' BS "Landsr�ape trilgation Seience, 1998 California State:PglytechniC Upiverslty, Pamiina _ Cerflticadon' .: `. Certifies] Irfigatfori Deslgner#30469 l.os Angeles County Sanitation District Cef iNcgtio.n Recyder34 .61ter User$ SltesUpQrvlsorTramingPrQgr'dm 2093 Years of ERpenence ;ion is a certified commercial irrigation designer (CID) and also a partner with the U.$. Environmental Protection Agency's (EPA's) WaterSense program. For the past 20 years, he has worked on a wide variety of irrigation projects including sports parks, hotels, resorts, residential, and Commercial developments. His responsibilities also include preparing irrigation master meter plans for various master planned community developments. Jon provides construction observation including submittal review and site visits (main line testing) specifically focused on irrigation systems and controls. He.is well versed in the regulatory guidelines associated with A61.681 (Model Water Efficient Landscape Ordinance). Memory Lane Park, Santa Ana, California Jon provided irrigation design for the final plans for Memory Lane Park and Trailhead for the City of Santa Ana, With access to the Santa Ana River Trail, the pocket park will Include a children's play area, fitness equipment, nature garden, trails, bike racks, equestrian hitching posts, picnic area, site furnishings, a dry creek bed with pedestrian bridge, signage, and security lighting. Proposal to provide Landscape Architectural Design for 6th & Lacy Park - RFP No. 18.038 Ocotillo Park, Cathedral City, California Jon prepared the irrigation design for the multiple award -winning Ocotillo Park in Cathedral City. Working closely with the city appointed grant writer, DEA developed a plan for active recreation facilities while considering the incorporation of sustainable features such as recycled materials, the use of decorative rock and decomposed granite, 'Smart Irrigation' techniques, and drought tolerant plant material. The park featured playground and picnic areas, walking paths, a ball field with soccer field overlay, parking, plaza space and picnic shelters, in addition to fitness stations, a restroom, lighting and signage. Bryce Hanes Park, Riverside, California Jon provided the Irrigation design for the construction documents of two -acre Bryce Hanes Park in San Bernardino. The park is located on a busy corner in an underserved neighborhood and includes many of the elements identified throughout the community input process, such as a water 'sprayground', a skate park, soccer field, open space play, picnic areas, a basketball court, signage, fitness area, a restroom, art in public places, and parking. Ovrom Park,.Burbank, California Jon provided irrigation design for a mixed use site in the City of Burbank that includes a community center and urban park. This small urban space and the many uses it provides was the site's greatest design challenge. The park includes a basketball court, play areas, picnic shelters, picnic tables, open turf area, restroom building and an informal, passive, garden area. Marshall Community Park, San Gabriel, California Jon provided irrigation design for a 2.4-acre park that incorporated sustainable features such as a synthetic turf sports field,_ drought tolerant plant material, 'Smart Irrigation' equipment for water conservation, and recycled materials for paving and site furnishings, while still maintaining state -required standards for elementary school outdoor play. The site featuresinclude many active arrtenities such as playground and picnic areas, walking paths, a baseball/softball field with soccer field overlay, a basketball court, a handball court, standard school ground court activities, and fitness stations. The passive amenities include an educational demonstration garden, picnic shelters, a restroom, lighting and. signage, decorative fencing, an educational/community history mural wall, on -street parking and new street frontage landscape. Gene Autry Trail Park and Gateway, Palm Springs, California, Jon provided irrigation design for the Gene Autry Trail Gateway project. The project consists of landscape improvements to the parkways and median on Gene Autry Trail north of Vista Chino as well as the development of a 1.7- acre passive park. David Evans and Associates,. Inc. I May 21. 2018 1 19 250-37 EXHIBIT B w N O d � O coDpZ3r�L—S N ,n mmu o Dx W �On N + G O MOTOozovim-r��ppm-v N D m J Ol S N A W _mvxmvaioc>-�(('�')v J. O a A N o 0 a a2<W�on'28'o=35.������ N d O S 'i z .- N N n J p 3 N O fl d N N N J j J �O 0— N T ^ �• ' a N c 3 m 2 d o W' N• O V N N f03 3 C .O. c y N m y m-- y 0 N m 0 0 m x �N J N^ J CV ya A u (qA O C S� C ^ C o mDDa 3 z� c^ A ,o° Z W ? c A D fc y z o o W o W o C C m N Z , W N W N W N W A W C2y� 44111111SS22 m N A N A A W O N N W A W A A W W O W W OWi N O N N N lL� w W O w V � N o s E� W www w w w u w w w w w w w w w w w w w w A A Tn w W W A A A W V N W W + tp W W+ OOi W t S A O N lJ N m N N m y+ is w O O O w 0 0 0 W O 0 0 0 w 0 0 O O w O w www w w w w w w w w w w w w w w w w S O O O N O S S S O O O O O S O O O N j5��' E 250-38 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: DONATION AGREEMENTS WITH VARIOUS ORGANIZATIONS TO SUPPORT COMMUNITY EVENTS AND PROGRAMS (STRATEGIC PLAN NO. 5,4) CITY ANAGER 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 Authorize the City Manager and Clerk of the Council to execute agreements with various organizations in support of their community events and programs, subject to nonsubstantive changes approved by the City Manager and the City Attorney, as follows: a. Charitable Ventures of Orange County for the Wilshire Square Neighborhood Association's annual picnic event that occurred July 28, 2018, in a one-time donation amount of $500 (Mayor Pulido); b. Charitable Ventures of Orange County for the Wilshire Square Neighborhood Association's annual picnic event that occurred July 28, 2018, in a one-time donation amount of $500 (Mayor Pro Tern Martinez); c. Charitable Ventures of Orange County for the Eastside Neighborh000d Association's community resource fair and clean-up event that occured on August 18, 2018, in a one time donation amount of $500 (Mayor Pro Tem Martinez); Charitable Ventures of Orange County as fiscal sponsor for the Downtown Neighborhood Association for the Annual International Older Adults Health Fair that will occur October 1, 2018, in a one-time donation amount of $500 (Mayor Pro Tern Martinez); e. Orange County Communities Organized For A Responsible Development for the Citizenship Fair at the Salgado Community Center that occurred August 18, 2018, in a one-time donation amount of $1,000 (Councilmember Sarmiento); 29A-1 Donation Agreements with Organizations to Support Community Events and Programs August 21, 2018 Page 2 f. Neutral Ground for the Summer Night Lights program at El Salvador Park for program services during the months of July and August 2018, in a one-time donation amount of $250 (Councilmember Villegas); g. Santa Ana Historical Preservation Society in support of the Santa Ana Fire Museum that displays the history of fire fighting equipment, in a one-time donation amount of $500 (Councilmember Villegas); h. Neutral Ground for the Summer Night Lights program at El Salvador Park for program services during the months of July and August 2018, in a one-time donation amount of $1,000 (Councilmember Tinajero); i. Rainmaker Effect Inc. in support of on -going services during July 2018 for the Rainmaker Effect Leadership program at Saddleback High School that teaches students about leadership and character building skills, in a one-time donation amount of $1,500 (Councilmember Tinajero); j. Roadrunner Football Boosters in support of the Saddleback High School Varsity Football Team through July 2018 to promote health, fitness, and academics to students, in a one-time donation amount of $1,500 (Councilmember Tinajero). DISCUSSION On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. This resolution and policy outlines the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. The donation agreements listed above are in response to the Donation Requests (Exhibits 1-10) submitted by various community organizations or neighborhood associations to the specific Councilmembers, seeking sponsorship for community events and/or programs. The Councilmembers, respectively, reviewed and agreed to sponsoring the programs or events through the Special Event Sponsorship funds. Upon approval by City Council, the respective donation agreements will be executed. 29A-2 Donation Agreements with Organizations to Support Community Events and Programs August 21, 2018 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2018-19 General Non -Departmental account (01105015-62300) as appropriate from each of the following Councilmember's appropriated amounts for Fiscal Year 2018-19: Mayor Pulido $ 500.00 Mayor Pro Tern Martinez $ 1,500.00 Councilmember Sarmiento $ 1,000.00 Councilmember Villegas $ 750.00 Councilmember Tinajero $ 4,000.00 Total $ 7,750.00 APPROV D AS TO FUNDS AND ACCOUNTS: Sergio Vidal EV (24R Assistant Director Finance and Management Services Agency Exhibit: 1-10. Donation Agreements 29A-3 29A-4 CITY OF SANTA ANA DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on AUGUST 21, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and CHARITABLEVENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. REcrms 2.1 Communily Benefit. The City wishes to provide Recipient with funding for the WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION TO PROMOTE UNITY, STRENGTHEN FRIENDSHIPS AND REINFORCE THE QUALITY OF LIFE AND LOVE IN THE COMMUNITY ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of MAYOR PULIDO believes there is a public purpose in supporting the Community Benefit because it assists the WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION'S 22" d ANNUAL PICNIC AND CONCERT HELD ON JULY 28, 2018. THE EVENT WAS FREE TO THE COMMUNITY, AND KEPT THE TRADITION OF GATHERING NEIGHBORS TO CELEBRATE DINING AND MUSIC UNDER THE STARS AND RECONNECT WITH THE COMMUNITY. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS,_($500:00); because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the fiinds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term: Termination of Acieement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) NN-16 per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongfiil death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that maybe brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. CITY OF SANTA ANA By: Raul Godinez II City Manager Attest: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney BY �� �L Lisa Storck Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION, a 501(c)(3) NON-PROFIT ORGANIZATION By: Ted Kim Chief Operating Officer Eft 17 City of Santa Ana Donation Request Name: Address: I �Q —p �G� City, State, zip: SAC A Pin, c q� Email: o l c w.a City Manager's Office - M•31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (714) 647.5200 WSNAy .V _ 1 coqk43 ,Phone: 7/ y 6 0 6 _0 Yv ,Fax: 71y Name: Tax -Exempt Status: Is your organ a ton anon -profit r public tax-exempt organization as Select One; defined under Section 501(c)(3) of Cie Internet Revenue Code? -Yes ❑ No lf No, you iW11 only quarify for a credit for City -related costs foryour request (i.e. permit fees. �tYesn staff time, rental rates for facilities o•equipment, etc.).Costs for City services vary and A , approved, credit may ormay not coier NO cost of requested City services. .Tax ID#: ,7[ Amount Requested: Credit $ Dale Need¢d: MayorlCouncilmember: 'Please Choose From the List Below ' Amount Requested: -- - 17 ._`.(-'(� Direct Payment Amount S1 $500 Event Date: 1 II PULIDO Requested: �( Event Time• Event Location: aedm54 Cft,sr,ra. zo Description of Event I Purpose: Community Benefit: Applicant Signature: n 0/00 s) C-`�(ac) W) tlli�S�n re Sc�kaaerS Avlvl"ct( 5`uII,0V4Q-r PiCUtic- 4 eo"CPrF GR r�2r'twa �2`iSLt)j0�3 Tv CQl2hCa4Q C/ivth g p9, I,tck 51 � lJ-K �-f �—(x4. S'� rg ."r P c o �,h F L`E �.•-`�. I ti � �, J i—I- i vQ Q .vs; C'�OS, CT - Ft rP S�,rpS ¢ L00P 0+(9 U- / .. G6 Ur Littt tvl -F-� - - (Date:L/ _ / � Mail: City Manager's Office -M-31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Email: donatlonrequest@santa-ann.org Fax: (714) 647.6954 Donation Rraquest ft Dn - - counod Me^tine oato. August 21, 2018 Eligibility(Aei: YES INO YES ; Approved Amount $500 Cl:y to:eager nignature Data'. Revised 8125/2015 CITY OF SANTA ANA DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on AUGUST 21, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and CHARITABLE -VENTURES, OF ORANGE COUNTY FISCAL SPONSOR FOR WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding for the WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION TO PROMOTE UNITY, STRENGTHEN FRIENDSHIPS AND REINFORCE THE QUALITY OF LIFE AND LOVE IN THE COMMUNITY ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of MAYOR PRO TEMMARTINEZ believes there is a public purpose in supporting the Community Benefit because it assists the WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION'S 22"d ANNUAL PICNIC AND CONCERT HELD ON JULY 28, 2018. THE EVENT WAS FREE TO THE COMMUNITY, AND KEPT THE TRADITION OF GATHERING NEIGHBORS TO CELEBRATE DINING AND MUSIC UNDER THE STARS AND RECONNECT WITH THE COMMUNITY. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDMONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS ($500.00)i because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) 1 ';'+�'f 1 % • per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who E29AZ J 0 have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. CITY OF SANTA ANA X Raul Godinez II City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: Lisa Storc c Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION, a 501(c)(3) NON-PROFIT ORGANIZATION an Ted Kim Chief Operating Officer NAA Q;�y:`,, w..�-,�/s City of Santa Ana City Manager's Office - M-31 20 Civic Donation Request Donation Center Plaza P.O. Box 1988 �1y' T;` Santa Ana, CA 92702 (714) 647-5200 Name: f ), Vy J c urQ� t ;Title: Address: ' �� B (�c�l Co e,A CL7 --c City, State, ZIP: SQ w /1 �'� C7�1t� ;Phone: 7� Y 6 (f) 6 _b 3 Vo Email: J ( r w-a -�/° CL..I.Lo o, C.0 war-" / Fax: 7/�( . f..-Y � -6- Name: FBb iTax-EW I .I� h rC e uct rp defined uncle Status: Is your or of the Int a noneven r public tax-exempt organization as select One: lI��1 defined under section 501(e)(3) of the Intemai Revenue Code? I XIYes ❑ No If No. you will only qualify for acredit for City -related costs foryourtequest(i.e.permit fees, If Yes, Lf� staff time, rental rates fotfacilitfes o, equipment,etc.).Cests for Cityservices vary andif Q , approved, credit may ormey not cover full cost of requested City services. Tax ID CltyServices Credit Amount Requested: Direct Payment Amount Requested: Event Location: Address, C* State. Lp Description of Event/ Purpose: Community Benefit: Applicant Signature: s Date Needed: i �MayorlCouncilmember: Please Choose From the List Below 5' $500 Event Date: c)rl �� Event Timm j MARTINEZ 1 ' ff )9W I 1 vr'tp('SC-L�c(<iu.S 0� IC-OSS � VLtaSSB�I c��Y6�E'k 19) _ �/ Ahnwa( SULr1LrrQ{ ��CllrC g �o�,cPr-� �`� o,I�VlarSG (,IL`c cl SQL �i.. �9-r `{_C.2 �-1-EtrS '�rpcu.,he c`i�^r� IM Ci '�a: �i-�ivC Q.Lc(Fo., ^QQ� t 1L-3,4 C-C! C`l "1S/1,1tu1N'KC n, 5�ro''i� u`r"4 1_ere'Ljs6,rps ¢ LoOti'r co ut Lit u col \ .Date: Mall: City Managers Office- M31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Donation Request,' . Elk 'Jihl((y f71«at: C;ty Cian.; qcr Slgnafu re: r)R - YE51 NI) YES Email: donationrequest@santa-ana.org i Fax: (714) 847.8954 Conned Mc -nog LUC: Apprn, _,d Amount: flat• August 21, 2018 $500 Revised 82512015 l DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR EASTSIDE NEIGHBORHOOD ASSOCIATION 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on AUGUST 21, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and CHARITABLE VENTURES OF- ORANGE - COUNTY FISCAL SPONSOR FOR EASTSIDE NEIGHBORHOOD ASSOCIATION a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding for EASTSIDE NEIGHBORHOOD ASSOCIATION IN CONDUCTING A COMMUNITY CLEAN UP EVENT TO PROMOTE CIVIC ENGAGEMENT AND COLLABORATION. ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of MAYOR PRO TEM MARTINEZ, believes there is a public purpose in supporting the Community Benefit because it assists the EASTSIDE NEIGHBORHOOD ASSOCIATION WITH A COMMUNITY CLEAN UP EVENT HELD ON AUGUST 18, 2018, TO PROVIDE INFORMATION ON CITY PROGRAMS AND RESOURCES THAT WILL HELP AND STRENGTHEN PARTNERSHIPS WITHIN THE COMMUNITY. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS ($500.00), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the fiends, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) � per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or tennination of this Agreement. 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. CITY OF SANTA ANA In Raul Godinez II City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: Lisa Storck Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR EASTSIDE NEIGHBORHOOD ASSOCIATION, a 501(c)(3) NON-PROFIT ORGANIZATION M Ted Kim Chief Operating Officer City of Santa Ana Donation Request City Manager's Office — M-31 20 Civic Center Plaza P.O. Box 1188 Santa Ana, CA 92702 (7f4) 647-5200 Name: Sake Diaz Flue: Neighborhood Leader address: 207 S Orange St Apt #201 City, State, zip; Santa Ana, CA 92701 17-14-7, -85-" 16 8 1 lEmall: sel d O.Com Fax: ............. ...... . ..... .... ... Olrqanliation-lnforrrlation- Paritable Ventures OC I Eastside neighborhood association u ,defined nder Section 501(r)(3) of the Internal Revenue Code? Select One: Yes [:] No If No, you will only qualify for a credit for CY"Isted costs foryourrBiluest go. Perm# fam Waff time, rental miss for facilities or equipment, etc.). Costs for 011y services vaiy and If If Yes �;provsd, credit may ormay not cover full cost of requested Co services. 6x ID'#: 120-8756660 ......... . . .... . - ... . ...... Services . Credit mayoicouncilmem er Marenez Needs r ��lCity ount Requested: Pate ant Amount 500.00 lEve vent Data: August 18,201 Event ventTime am - 1:00 Pm R.equested: lEvent Lace c f : Pacific -Electric Park and Bike Trail !Address, City, State, Zip . ......... . .... Eastside NA will be holding a community clean up day and walking activity [There Deecrlpfion of will be 11 booths along the bike bell with Infoirnation on city services and programs. Event I Purpose, People who participate will be given a map to got stamped at each of the booths and then turn In for a chance to win prizes. clean up and get Informed on city programs and services. Community Benefit: (Community jApplicant I lure Dale! 16/2 2/2018 Re'dirn dbmp le te d f0im Mall: CltyManager's Offlea—M-31 15m,11: donationraquest@santa-anmorg 20 Civic Center Pima Fax; (714) 647-6954 P.O. 13" 1988 Santa Ana, CA 92702 Revised 01105/2017 CITY OF SANTA ANA DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR THE DOWNTOWN NEIGHBORHOOD ASSOCIATION 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on AUGUST 21, 2018 by and between the City of Santa Ana, a municipal corporation ("City") and CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR THE DOWNTOWN NEIGHBORHOOD ASSOCIATION a California 501(e)(3) NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist recipient IN HOSTING THE 3an ANNUAL INTERNATIONAL OLDER ADULT HEALTH FAIR TO PROVIDE RESOURCES TO SENIORS ON OCTOBER 1, 2018 AT BIRCH PARK AND THE SANTA ANA SENIOR CENTER ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of MAYOR PRO TEM MARTINEZ believes there is a public purpose in supporting the Community Benefit because it will PROVIDE HEALTH RESOURCES TO SENIOR RESIDENTS ALONG WITH PERFORMANCES BY THE ATTENDEES AND PRONIOTING THE DIVERSITY AND CULTURE FOUND WITHIN OUR CITY. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS_($50U.00), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term, Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole.active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs inciured by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. ExMSA-18 CITY OF SANTA ANA 0 Raul Godinez II City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By:&!AQ,'k. V'u- Laura A. Rossini Senior Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR THE DOWNTOWN NEIGHBORHOOD ASSOCIATION, a 501(c)(3) NON-PROFIT ORGANIZATION By: Tish Leon President 47 11 i `� ♦'"'?` City Manager's Office — M-31 �- a Cityof Santa Ana `—'���—" ,a� 20 Civic Center Plaza (I� Donation Request P.O. Box1988 't . — Santa Ana, CA 92702 _- (714) 647.5200 — Name: TISh Leon ile: Prasidenl of Downtown Neighborhood Association ddress: 700 W. 3rd. St A208 Icier, State, ate, zip- Santa Ana, CA 92701 Phone: 714-401-8312 iEmai� l: lety.leonl951@gmail.com Fax: Name: (Charitable Ventures of Orange County (fiscal sponsor for Downtown Neighborhood Association) Tax -Exempt Status: Is your organization a non-profit or public tax-exempt organization as i defined under Section 501(cX3) of the Internal Revenue Code? Select One: Yes No If No, you will only quarify for a credit for City -related costs for yourrequest (i.e. permil fees, i If Yes, ❑ ❑ stafftime, rental rates for faciliGes or equipment,etc.).Costs for City services vary and if 20 8756660 i approved, credit may or may not cover full cost of requested City services. ax lD#: city Services Credit ,�—Date Needed: �AmouIt Requested: 9/1 /ZO18 Ma or/Coin ncllmemberi I y Martinez r�r�— iDlrect Pam ant Amount ,Requested: �$ 5OO Event Date: 10/112018 Event Time: l O-2 Event Location: Birch Park/SA Senior Center Address, City, State, Zip 424 W. 3rd. Sl 92701 3rd Annual International Older Adults Health Fair Description of To celebrate the diversity & culture of the Seniors in SA, the seniors will be the performers and participants. Event I Purpose: Both Seniors centers will participate and all senior apartments will receive flyer's to participate There will be booths with resources for the seniors, plus a health fair that will provide services for all in Community Benefit: attendance. There will be food trucks that will provide lunch for $5 for each senior. Funds are needed to help with meals, and other essentials to put on the event. Applicant Signature: ,. �+ -. Date. 7�6/2018,;� Return Completed form vial, Mail: City Manager's Office —M-31 Email: donationrequest@santa-ana.org 20 Civic Center Plaza Fax: (714) 647-6954 P.O. Box 1988 Santa Ana, CA 92702 Donation Request#: Reference ll on all related DPVs DR - _— _ ouncg Council Meeting Date: Au gust 21. 2018 Eligibility Met: .—_lve YES I NO YES — — — Approved Amount: -- 5500 -- — City Manager Signature: i --- - — — Date: Revised 01105/2017 ExZYA-20 CITY OF SANTA ANA DONATION AGREEMENT WITH ORANGE COUNTY COMMUNITIES ORGANIZED FOR A RESPONSIBLE DEVELOPMENT 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on AUGUST 21, 2018 by and between the City of Santa Ana, a municipal corporation ("City") and -ORANGE ---COUNTY COMMUNITIES ORGANIZED FOR A -RESPONSIBLE DEVELOPMENT. a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient!). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. REcrms 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient IN HOSTING A CITIZENSHIP FAIR TO EDUCATE RESIDENTS ON HOW TO SAITELY APPLY FOR CITIZENSHIP AND PROVIDE RESOURCES TO LEGAL PERMANENT RESIDENTS ON AUGUST 18, 2018 AT THE SALGADO COMMUNITY CENTER IN SANTA ANA ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER_ -SARMIENTO, believes there is a public purpose in supporting the Community Benefit because it WILL PROVIDE THE COMMUNITY WITH ONE-ON-ONE ASSISTANCE WITH THE CITIZENSHIP APPLICATION (N-400), LEGAL ADVICE ON THE NATURALIZATION PROCESS, FEE WAIVER ASSISTANCE, AND RESOURCES TO ASSIST LEGAL PERMANENT RESIDENTS WITH CITIZENSHIP. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDTIIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of ONE THOUSAND DOLLARS .($1;000), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the fimds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. CITY OF SANTA ANA By: Raul Godinez City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney ! �J By: Lisa Storck Assistant City Attorney ORANGE COUNTY COMMUNITIES ORGANIZED FOR A RESPONSIBLE DEVELOPMENT, a 501(c)(3) NON- PROFIT ORGANIZATION In Shakeel Syed Chief Executive Officer Fi City of Santa Ana �! Donation Request City Manager's Office - M-31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (714) 647-5200 .Name: Andres F. Rivera Title: lCitizenstilp Program Coordinator address: 13252 Garden Grove Blvd Suite 204 city, state. zip: !Garden Grove, CA, 92843 Phone: i714.621-0919ext. 10 - - -- - mail: arivera@occord.or9 pas: (Name: Orange County Communities Organized for a Responsible Development (OCCORD) Tax -Exempt Status: Is yourorganization a non-profit crpublic to Zempt organization as ' -----Garden Grove --- defined under Section 501(c)(3) of the Internal Revenue Code? (Select One: I a Yes ❑ No 1 0, you wr77 only qualify/oram. t(or Cdy-refafed casts lbryourmquesf(.e. permit fees, --_-- _ -- staN 0me, rental rates for facilities or equipment, otc.).Colds for City services vary and N Oproved, credit mayor maynof cover full cost of requested City services Taro0: �143-2092827 City services Credit ' Amount Requested: -_ —. __ _—__— - nto E Dale Needed: 108/18/2018 1aa orlCounctimember. ISarmie I I � Iy Direct Payment Amount f 1,000 Event Date: A'E vent event Time: I7AM - 5PM Requested: rSalgado Community Center :Event Location: laddarsa, City, state, 20 I 1706 N Newhope St, Santa Ana, CA 92703 ; j In partnership with the City of Santa Ana and the Salgado Community Center, OCCORD will be hosting a Gee citizenship Description of fair to provide one-on-one assistance. Including: citizenship application assistance (N-000), legal advise on the Event/Purpose: naturalization process, fee waiver assistance, citizenship courses and educational material, and additional information on (Know, Your Rights, DACA, and family preparedness. I This event will serve as an opportunity to educate Santa Ana residents on how to apply safety for Icitizenship. Community Benefit: Additionally, this event will bring stakeholders together to provide direct assistance land resources to assist legal permanent residents with the citizenship application process. (Applicant signature: - - - — pate: I04/05/2018 . , ,..ew Mail: City Manager's Office —M31 iEmail: donationmquesl@sanla-ana.org 20 Civic Center Plus I Fax: (714) 647-6954 j P.O. Box 1988 Santa Ana, CA 92702 Donation Request #: DR ,. „ .% Council Meeting Date: August 21, 2018 Eligibility Met: YES INO YES Approved Amount: $1,000 City Manager Signature: Date: Revised 011052017 29A-24 CITY OF SANTA ANA DONATION AGREEMENT WITH NATIS HOUSE dba NEUTRAL GROUND 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on AUGUST 21, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and NATIS HOUSE dba NEUTRAL GROUND a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. REciTALs 2.1 Community Benefit. The City wishes to provide Recipient with funding for ON- GOING SERVICES PROVIDED TO SANTA ANA YOUTH AND FAMILIES TO HELP OVERCOME LIFE CHALLENGES, LEARN WORK SKILLS, AND COMPLETING EDUCATIONAL OPPORTUNITIES ("Community Benefit"), The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. . 2.2 Public Purpose. The City, by recommendation of COUNCILMEM 3ER VILLEGAS, believes there is a public purpose in supporting the Community Benefit because it assists NEUTRAL GROUND TO COVER PROGRAM COSTS AND PROVIDE SANTA ANA YOUTH AND FAMILIES IN NEED OF MEDIATION AND INTERVENTION SERVICES THROUGH JULY AND AUGUST 2018. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of TWO HUNDRED AND FIFTY DOLLARS ($250),'because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term: Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's fall expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that maybe rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. CITY OF SANTA ANA 0 Raul Godinez II City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: c_ /1kzTLCJ( , Lisa Storck Assistant.City Attorney NATIS HOUSE dba NEUTRAL GROUND, a 501(c)(3) NON-PROFIT ORGANIZATION By: Signature Name: Nati Alvarado Title: Executive Director City Manager's Office - M-31 fro City of Santa Ana 20 Civic Center Plaza Donation Re t uesP.O. Box 1988 q Santa Ana, CA 92702702 - (714) 647.5200 ,NamesNatividad Alvarado um: Executive Director iddrcss: 1g20 E. 17th Suite 202 P city, State, zip: Santa Ana, Calif, 92705 iPhone, 714-267-7747 Email, — nati@ngservices.org Fax: Name: I Natis House DBA Neutral Ground Tax -Exempt Status: Is your organization a non-profit or public tax-exempt organization as efined under Section 501(c)(3) of the Internal Revenue Code? Select One: Yes ❑ No o, you nill only qualify fora credit for City -related costs for your request (i.a. pefmil fees,rayx�15 �Eroved, l time, rental ratesforfacilities or equipment,etc.). Costs for City services vary and it 45-4041042 credit may or may not cover full cost of requested City services. 0. �Donation Request 'City Services Credit Date Needed: 07-15-1$ MayorlCouncllmembor: Villegas mount Requested: ID'roe'Pay( mentAmount �v 2 Event Date: JUIYBrAUg vent 7-10pm IRequestetl: I Event Location: W.Civic Center - r. ants na, Ca—I,if90270 Address, City, State, Zip ummer Night Lights Description of licJi5 VU30 - �ru.riLus med;<. ->^ c...r} „�}cry e(. }-:.,.[ .s erv�u.s }. sankr+ C. -f(v- Event/Purpose: P-C, 14. Fkl n..[a F"'..%;..+ ,^ .. - �L-.U.-V•-+.-- +..a sP...sJ(s�.:� 0'1 t ies Community Benefit: C>,wb, Fo Jan ov [,,l-5 1Z{., c1. nIL.-3cr,lsv�1%[ Applicant Signature:. ... - Date - a7-�Ci ib :. Mail: City Manager's Office-M-31 Email: donationrequest@santaana.org 20 Civic Center Plaza pax; (714) 647-6954 P.O. Box 1988 Santa Ana, CA 92702 Donation Ruquert #: ❑R - nofnrnnre N 0110 WMcd nPVe Council Meeting Date: Eligibility Mut: YES 11J0 Approved Amount: C Iy.rArmagur Signature: j Date: Revised 01/052017 s iW.T..7y—Fail CITY OF SANTA ANA DONATION AGREEMENT WITH SANTA ANA HISTORICAL PRESERVATION SOCIETY 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on AUGUST 21, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and SANTA ANA HISTORICAL PRESERVATION- .SOCIETY a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. E V_ 2.1 Community Benefit. The City wishes to provide Recipient with funding to PROVIDE SUPPORT TO THE SANTA ANA FIRE MUSEUM IN ORDER TO PROVIDE A FIRST HAND EDUCATIONAL EXPIERENCE REGARDING THE DEVELOPMENT OF EQUIPMENT OVER THE YEARS AS MODERN FIRE EQUIPMENT IS PLACED SIDE BY SIDE TO VINTAGE PIECES. ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose, The City, by recommendation of COUNCILMEMBER VILLEGAS, believes there is a public purpose in supporting the Community Benefit because it supports the SANTA ANA FIRE MUSEUM WHICH IS OPEN TO THE COMMUNITY AND SERVES AS AN EDUCATION SITE FOR SANTA ANA STUDENTS, PROVIDES HISTORICAL PRESERVATION FOR THE CITY, AND SHOWCASES COMMUNITY PRIDE AS THE ONLY WORKING FIRE STATION THAT ALSO SERVES AS A MUSEUM TO THE PUBLIC IN THE AREA. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS ($500), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terns and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Tenn; Termination of Atreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) POT per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the. funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole "active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. CITY OF SANTA ANA Raul Godinez II City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: k- WAS ac Laura A. Rossini Senior Assistant City Attorney SANTA ANA HISTORICAL PRESERVATION SOCIETY, a 501(c)(3) NON-PROFIT ORGANIZATION By: Signature Name: Signature Title: Signature EA r , City Manager's Office — M-31 ... City of Santa Ana 20 Civic Center Plaza IFL' Donation Request P.O. Box 1988 v-_ Santa Ana, CA 92702 -- (714) 647-5200 Name: Alan Lawson tlo: Assoc Director ddreas: 120 W. Civic Center aty, state, zip: I Santa Ana, CA 92701 Phone: 714-334-1354 mail: miramarl274@att.net Fax: -- Name: jSanta Ana Historical Preservation Society Tex -Exempt Status: is your organization a non-pro0l or public tax-exempt organization as Brined under Section 601(cX3) of the Internal Revenue Code? Select One: Yes ❑ No If No, you will only quality for a credit for City -related costs for your request (i.e. pennll lees, (aff proved, sandal rates for facilities not orequipment, cost of requeste for City se services vary and l! approved, credit may an may not cover lull cost of requested City services. 11 Yea, ax lD q: �23-7407248 City Serdces Credit Dale Needed: �,MayorlCou� nellrnerrrber; Yllas a ounrvices sted: '3 IDir ecl Pa�ytnentAmount CJOO oo Event Date: £vent Timl j� iRequsstotl: I Event Location: 120 W. Walnut Add w, city, were, zw Santa Ana, CA Description of Santa Ana Fire Museum - open to the community, a educational fleldtrip for many Event I Purpose: students in Santa Ana, historical preservation for the City, and showcase of community pride. This is the only working fire station that has a museum I A unique setting with [Commanity8onefit: active modern equipment and vintage pieces side by side. ((/] Applicant Signature: I /,p (%.; �1 Date July 17,2018 �'t•lr'y�. Vv���LGG� .. •if@ • it Mall: City Managers Office —M-31 Email: donaUonmquest@santa•ana.org 20 Civic Center Plaza Fax: (714)647-6954 P.O. Box 19118 Santa Ana, CA 92702 Donation Request 9: DR • T AU ust 21, 2018 _ nalvrenae a an o6related Dpys Council Mewling Dnte: )j Eligibility Met: YES/NO YES _ _ Approved Amount: $500 City Manager Signature: Dale: Revised 0110512017 r16at.r CITY OF SANTA ANA DONATION AGREEMENT WITH NATIS HOUDE dba NEUTRAL GROUND 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on AUGUST 21, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and NATIS HOUSE dba NEUTRAL GROUND a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding for ON- GOING SERVICES PROVIDED TO SANTA ANA YOUTH AND FAMILIES TO HELP OVERCOME LIFE CHALLENGES, LEARN WORK SIGLLS, AND COMPLETING EDUCATIONAL OPPORTUNITIES ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose, The City, by recommendation of COUNCILMEMBER TINAJERO; believes there is a public purpose in supporting the Community Benefit because it assists NEUTRAL GROUND TO COVER PROGRAM COSTS AND PROVIDE SANTA ANA YOUTH AND FAMILIES IN NEED OF MEDIATION AND INTERVENTION SERVICES THROUGH JULY AND AUGUST 2018. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of ONE THOUSAND DOLLARS ($1,000), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Tern: Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections, This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that maybe rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. CITY OF SANTA ANA Raul Godinez II City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: G� Lisa Storck Assistant City Attorney NATIS HOUSE dba NEUTRAL GROUND, a 501(c)(3) NON-PROFIT ORGANIZATION go Nati Alvarado Executive Director City of Santa Ana City Manager's Office-M-31 20 Civic Center Plaza Donation Request P.O. Box 1988 aF� Santa Ana, CA 92702 (714) 647.5200 Name: Nati vara o Executive Director address: 1920 E. 17th Street_ — --- - --- —_--- -- -- (city, State, zip: 1 Santa Ana, Calif, 92705 Suite 202 Phone: 714-267-7747 i — lEmal� 1, nati@ngservices.org 1 ----------- ---- --- - ---- — a --- — ---- --.� .. Name: Nati's House DBA Neutral Ground Status: Is your organization anon-profitorpublic taz-exempt organization es lOer Section 501(c)(3) of thInternal Revenue Code?YeNo Fn't illonlyquliforacredit for City-relatedcostsforyourrequest (i.e. permitfees,nlelMies forfclllies orequipment etc)CostsforCity If Yea, servicesvaryand if redit may or may not cover lull cost of requested City services. ax is 0: Donation city servleea cradle(— 07-20-2018 mount Requested: Date Needed: MayorfCouneilmember. TinaJero Direct Payment Amount Requested: 1�QQQ Event Date: O7-thrOUgh-O8 Event Tlme: 7:00 m-10:00 m P P IVIC enter rive. ante na, ocaOon: FAddmw, alit. City, State. Zip ummer ig t ig is Description of N-iiz liv :�- ll.ovic4r m-cd:�ti�• a', fu Event Purpose: No, o-r n^./ iw.,-i t. c� 1^ r�w�•-T" C._". FN,.., tr•. sp��s��s..:p wu g. }uV^rda .,^-✓�u,�� ),V /JYc. q. Last ES'":'Ls E..N�gh ��IK Lar rl ommunity Engagement Community Benefit: .T, c.,r Appilcaritsignature: - ' . Paid: � 67-18-2018 ' Return cbmpidiled form -via', Mail: City Manager's Office-M-31 Email: donationrequest@santa-ana.org 20 Civic Center Plaza Fax: (714) 647-6964 P.O. Box'1988. Santa Ana, CA 92702 , .... Donation Request ti: i DR' ' Rerrre_nne q on au relaretl OPVr Council Meeting Date: EIIgIblllty rdet: YES / NO Approved Amount: City Mariagor,S(gnatdrei - - Date: —---_ Revised 01105/2017 CITY OF SANTA ANA DONATION AGREEMENT WITH RAINMAKER EFFECT, INC. 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on AUGUST 21, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and RAINMAKER EFFECT, INC. a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to PROVIDE SUPPORT TO THE RAINMAKER EFFECT LEADERSHIP PROGRAM AT SADDLEBACK HIGH SCHOOL FOR THE FOURTH CONSECUTIVE YEAR IN ORDER TO ASSIST STUDENTS WITH LEADERSHIP SKILLS AND CHARACTER BUILDING (Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Pose. The City, by recommendation of COUNCILMEMBER TINAJERO, believes there is a public purpose in supporting the Community Benefit because it assists the RAINMAKER EFFECT, INC. TO PROVIDE MENTORING OPPORTUNITIES FOR STUDENTS THROUGH ITS LEADERSHIP PROGRAM THROUGH JULY 2018. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Tenn; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City, 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not -be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. K LW CITY OF SANTA ANA Lm Raul Godinez II City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney BY: & L 00- Lisa Storck Assistant City Attorney RAINMAKER EFFECT, INC., a 501(c)(3) NON-PROFIT ORGANIZATION am John Herpy President "-�' Manager's Office — M-31 City City of Santa Ana20 Civic Center Plaza �� Donation Request P.O. Box 1988 ..�;�=�_. Santa Ana, CA 92702 —� (714) 647-5200 Contact , Information Name: John Herpy Title: President ddress: 24 Via Bella, Suite 43 iCiry sstate, zip: I Rancho Mirage, CA 92270 Phone: 1562.221.7145 mail: john.herpy@RainmakerEffect.Org Fax: • •. Noma: Rainmaker Effect, Inc. Tax -Exempt Status: Is your organization a non-profit or public tax-exempt organization as defined under Section 501(c)(3) of the Internal Revenue Code? Yes No Select One: I ❑ II No, you will only qualify Lora credit for City -related costs for your request (i.e. permit fees, staff time, rental ratesforlacililles orequipment etc.).Costs for City services vary andif credit mayormaynot coverlull cost of requested City services. If Yes, axlD [47-4654535 lapproved, ACity Servic( es Credit Dale' Needed: DUI 2018 mount Requested: P—I Ma orlCoul ncilmember: Tina ero y I i Direct Payment Amount I — Event Date: JUIy 2018 Time: Various Requested: �81500.00 (Event Event Location: Saddleback High School, 2802 South Flower St, Santa Ana, CA 92707 Address, City, State. Zip ription of FE,,n Rainmaker Effect Leadership program (Reaching Outwards for Outrageous t)Purpose. Team Results - ROOTS) (� Providing program support for fourth consecutive year of high school student (eth through 12th grade) leadership and character building at Community Benefit: SadAeback High School. Program continues to foster and grow memory both Inside the school and outside including on campus stag, outside adult volunteers, and graduated SHS seniors that have participated in the program and have returned to support the ROOTS program. Applicant Signature; ' iDate. Q7/1 0/20 18 �) Mail: City Managers Office—M-31 Email: donatlonmquest@santa-ana.org 20 Civic Center Plaza Fax: (714) 647.6954 P.O. Box 1988 Santa Ana, CA 92702 Donaton Request DR. �— � i J Council Meeting I 0 Date: Au9us121, 2018 Eligibility Met: YES I NO YES Approved Amount: 51,500 City Mona gor Signature: Date: Revised 0110512017 MR140 CITY OF SANTA ANA DONATION AGREEMENT WITH ROADRUNNER FOOTBALL BOOSTERS 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on AUGUST 21, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and ROADRUNNER FOOTBALL B OSTERS-a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement, 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to PROVIDE SUPPORT OF ON -GOING SEVICES TO SADDLEBACK HIGH SCHOOL'S VARSITY FOOTBALL TEAM WHICH PROMOTE HEALTH, FTTNESS, AND ACADEMIC SUCCESS ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER TINAJERO, . believes there is a public purpose in supporting the Community Benefit because it assists the ROADRUNNER FOOTBALL BOOSTERS IN SUPPORT OF THE SADDLEBACK HIGH SCHOOL FOOTBALL TEAM IN ORDER TO ENCOURAGE STUDENTS TO STAY HEALTHY, ACTIVE, AND ACHIEVE ACADEMIC SUCCESS THROUGH JULY 2018. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10°/u) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. t, J 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. CITY OF SANTA ANA Attest: LE Raul Godinez II City Manager Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: Lisa Storck Assistant City Attorney ROADRUNNRE FOOTBALL BOOSTERS, a 501(c)(3) NON-PROFIT ORGANIZATION By: John Herpy President e:�,' City Manager's Office —M-31 r ri City of Santa Ana 20 Civic Center Plaza Donation Request P.O. Box 1988 u;.� _� Santa Ana, CA 92702 —" (714) 647.5200 Contacts 'Name e: John Herpy itt'r a President ddress: 24 Via Bella, Suite 1000 IClty, stale, zip: Rancho Mirage, CA 92270 Phone: 1562.221.7145 lEmal�l: �jherpy@ix.netcom.com Fax: F r r. Name: Roadrunner Football Boosters Tax -Exempt Status: Is your organization a non-profit or public tax-exempt organization as Selr ect One: defined under Section 601(c)(3) of the Internal Revenue Code? I �Z Yes ❑ No If No, you will only qualify fora credit for City -related costs ror yourrequest (i.e. permit fees,laff If Yes, rental rates rmaynotsovequipment,freq requested for City services vary and if �14 37 090546 credit may ormaynotcover lull cost ofrequested City services. ax lD#: Iapprelme, (approved, =ti•ry Request f City Services Credit I� Pmount Requested: $ Date Needed: July 2018Mayor/Councilmember. Tinajero Direct Payment Amount ,815 0 Event Date: 2018 [July Ever nt Time: Various Requested: i Event Location: Saddleback High School, 2802 South Flower St, Santa Ana, CA 92707 Address, City, State, Zip Description of Saddleback High School Varsity Football Team support. Event / Purpose: PROVIDING SUPPORT FOR ON -GOING SERVICES TO THE SADDLEBACK HIGH Community Benefit: (SCHOOL FOOTBALL TEAM, WHICH PROMOTES HEALTH, FITNESS, AND ACADEMICS. Applicant Signature: '.'Dat� Q]��Q�2018� Mall: City Manager's Office —M-31 .Email: donationrequest@santa-ana.org 20 Civic Center Plaza Fax: (714) 647.6964 P.O. Box 1988 Santa Ana, CA 92702 Donation Donation Requestel peneast #: doPVs - DR - Council MeetingDate: I August 21, 2018 9 Eligibility Met: YES I NO Yss I Approved Amount: 51.500 City Manager Signature: Date: Revised 01/0S12017 ExYXO44 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: ORDINANCE REPEALING AND REENACTING IN ITS ENTIRETY ARTICLE X OF CHAPTER 33 OF THE SANTA ANA MUNICIPAL CODE REGARDING TELECOMMUNICATIONS FACILITIES IN THE PUBLIC RIGHT-OF-WAY (STRATEGIC PLAN NOS. 6, 1G; 3, 2C) CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: UTJ00J;TG7J5lJb1 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 at Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt an ordinance repealing and reenacting in its entirety Article X of Chapter 33 of the Santa Ana Municipal Code regulating telecommunication facilities in the public right-of-way. DISCUSSION In 2011, the City Council adopted Ordinance NS-2816 adding Article X to Chapter 33 of the Santa Ana Municipal Code to regulate telecommunications facilities in the public right-of-way. In order to accommodate advancement in wireless technologies and new Federal and State laws, staff proposes an update to the ordinance which will establish the methods by which the City will review, process, and control wireless communication facilities in the public right-of-way. Telecommunications advancements and consumer demand for network data capacity have led the wireless industry to seek to deploy smaller and more densified wireless antenna facilities in the public rights -of -way. Different types and sizes of wireless facilities deliver different wireless coverages and capacities. A "macro cell' is typically used for larger coverage, with a radius of several miles, and these facilities are typically located on freestanding towers, faux tree poles, tall buildings, water tanks, etc. These "macro cells" are the types that have been traditionally utilized by the wireless industry. In recent years, wireless providers have increasingly sought to place "small cell' antennas and equipment on existing infrastructure located within the public right-of-way. Typically, a small cell antenna is attached to a streetlight or utility pole, or placed mid -span on wires between utility poles. Wireless providers typically place these small cells in locations that are densely populated in order to provide additional network capacity, such as downtown areas and around heavily used traffic corridors. The small cell antennas are also sometimes deployed in areas that cannot be 50A-1 Ordinance to Repeal and Reenact Article X of SAMC Chapter 33 Telecommunications in the Public Right -of -Way August21, 2018 Page 2 effectively served by a traditional macro cell. A small cell is not intended to replace macro cell sites but to supplement them. Wireless providers have already deployed many of these facilities under the existing ordinance, but have expressed a desire to deploy hundreds more of these antennas and associated equipment throughout the City. Although Chapter 33 of the City's municipal code regulates wireless installations in the public right-of-way, the ordinance is in need of an update to address the increased demand for deployments and changes in state and federal law that have occurred since Ordinance NS-2816 was adopted in 2011. Among other changes in state and federal law, Congress enacted the Middle Class Tax Relief and Job Creation Act of 2012 (Spectrum Act). Section 6409 of the Spectrum Act requires a local government to approve any "eligible facilities request" for a modification of an existing tower or base station that does not substantially change the physical dimensions of such facility. An implementing order adopted by the FCC in 2014 defines key terms in the statute, sets timeframes for the approval process, and creates a "deemed granted" remedy for failure to meet the timeframe. In 2015, the California Legislature adopted AB 57 (codified as Government Code 65964.1), which provides a "deemed approved" remedy for the failure to meet timelines for action on other types of wireless permit applications that are subject to "shot clocks" established by the FCC in orders released in 2009 and 2014. The ordinance has been modified to reflect these and other changes in state and federal law. With the help of the City's consultant, Magellan Advisors, staff from the City Attorney's Office, Information Technology Department, and the Public Works Agency have prepared an updated ordinance to regulate wireless telecommunications facilities in the public right-of-way. Staff reviewed a number of other cities' ordinances, including the Cities of San Francisco, Huntington Beach, Santa Monica, and Long Beach. Components of the proposed changes to the ordinance were presented to the Economic Development, Infrastructure, Budget & Technology Council Committee at its May 14, 2018, meeting. Staff has also coordinated with and received input from wireless telecommunication providers on the proposed set of regulations. The draft ordinance sets forth a streamlined procedure for applicants seeking permits for small, low -impact, aesthetically acceptable wireless facilities in the public right-of-way. Primary to the streamlining component is a notification radius reduction for small cell applications from 300 feet to 150 feet, and a reduction in public comment review period from 30 days to 20 days. Since 2014, over 25,000 notices to adjacent land owners and tenants have resulted in less than 30 comments, responses, or questions to staff. Other changes to the draft ordinance include revisions to the definitions, for consistency with federal and state requirements, consideration of newer technologies, and inclusion of provisions to restrict electric meters. The ordinance adds permit term limitations, revocation procedures, and a process for optional pre -submittal consultation with staff. To allow for greater flexibility moving forward, the draft ordinance also removes much of the design standards and site selection criteria from the code, which will now be contained within a Standards and Guidelines Policy to be approved and administered by the Executive Director of the Public Works Agency. 50A-2 Ordinance to Repeal and Reenact Article X of SAMC Chapter 33 Telecommunications in the Public Right -of -Way August21, 2018 Page 3 The draft ordinance continues to specify the information to be submitted with an application for a wireless facility in the public right-of-way. The draft ordinance also allows for review of the analyses by a qualified radio frequency consultant. The application will also include photo simulations and a statement that the installation will comply with all applicable radio frequency emission standards. Ultimately, the draft ordinance provides the Public Works Agency with the ability to more effectively regulate wireless telecommunications facilities in the public right-of-way. Wireless telecommunications installations proposed to be placed outside of public street and alley right-of-way (such as within parks and on private property) will continue to require a permit administered by the Planning and Building Agency; that process will remain unchanged. This ordinance regulates the issuance of permits to place wireless facilities in the public rights -of - way. It does not authorize the use of City -owned infrastructure located in the public rights -of -way. In a future Request for Council Action, staff will recommend approval of a Master License Agreement, which will provide terms to allow providers to install small cell antennas on City - owned facilities, such as streetlights. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 — Economic Development, Objective #3 (promote a solutions -based customer focus in all efforts to facilitate development and investment in the community), Strategy C (explore opportunities to encourage a business - friendly environment within the city through the reduction of non -essential regulatory requirements and improved coordination between agencies for development review). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. There fs no fiscal impact associated with this action. K Fuad S. weiss, PE, PLS Executivf Director Public Wrrks Agency FSS/EWG/TH Exhibit: 1. Ordinance ad L Jacl iulla Chi f echnology Innovations Officer Information Technology Department y' 1 I Imf 8/14/2018 ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REPEALING AND REENACTING IN ITS ENTIRETY ARTICLE X OF CHAPTER 33 OF THE SANTA ANA MUNICIPAL CODE REGARDING TELECOMMUNICATIONS FACILITIES IN THE PUBLIC RIGHT-OF-WAY 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. In 2011, the City of Santa Ana adopted Ordinance No. NS-2816 for the purpose of adding Article X to Chapter 33 of the Santa Ana Municipal Code to establish standards for the design, placement, permitting, and monitoring of telecommunications facilities in the public right-of-way. B. Article X of Chapter 33 was enacted at a time where the most traditional form of wireless installation was a "macro cell," the large communications towers that are commonly seen in the urban landscape. In the years following, a variety of new technologies have emerged that can use smaller facilities and cover smaller areas than traditional macro cells. These are commonly referred to as "small cells." C. Wireless providers increasingly use small cells to supplement their macro cells, for example by deploying them in areas that cannot be effectively served by a traditional macro cell, or by expanding and upgrading their network capacity to serve the rapidly growing number of wireless device users. Typically, a small cell antenna is attached to a streetlight or utility pole, or placed mid -span on wires between utility poles. Wireless providers often ptace-these- small cells in locations that are densely populated; such as downtown areas and around heavily used traffic corridors. D. Wireless providers have already deployed many of these facilities under the existing ordinance, but have expressed a desire to deploy hundreds more of these antennas and associated equipment throughout the City. Although Article X of Chapter 33 of the City's municipal code regulates wireless installations in the public right-of-way, it is in need of a comprehensive update to address the increased demand for deployments and changes in state and federal law that have occurred since Ordinance No. NS-2816 was adopted in 2011. E. Accordingly, Article X of Chapter 33 of the Santa Ana Municipal Code shall be updated by repealing and reenacting such article. By this update, the City seeks to establish reasonable and uniform standards and streamlined procedures for the approval and installation of small cell and similar wireless facilities in the public right-of-way in a Ordinance No. NS-XXX Page 1 of 21 manner that protects and promotes the public health, safety and welfare and is consistent with federal and state law. SECTION 2. Article X of Chapter 33 of the Santa Ana Municipal Code is hereby repealed in its entirety. SECTION 3. Article X of Chapter 33 of the Santa Ana Municipal Code is hereby reenacted in its entirety as follows: ARTICLE X. - WIRELESS FACILITIES IN THE PUBLIC RIGHT-OF-WAY Sec. 33-230. - Purpose and Intent. The City Council finds and determines that it is in the interest of the City of Santa Ana to establish a process that balances the need for Santa Ana residents to access wireless communications, the general welfare of Santa Ana residents, and the requirements of state and federal law, to guide applicants for wireless facilities within or along the public right-of-way. Accordingly, this Article is adopted: (a) To provide uniform standards for the community desired design, placement, permitting and monitoring of wireless facilities consistent with applicable state and federal requirements. (b) To manage the public right-of-way as to the time, place, and manner in which It is accessed. (c) To minimize the environmental and aesthetic impacts of wireless facility installations in the public right-of-way. (d) To preserve view corridors, to discourage visual blight and clutter, and to encourage aesthetic placement of wireless facilities. (e) To accommodate public and City use of the public right-of-way, so as to permit maintenance of wireless facilities, and to minimize disruption to -Vehicular traffic and pedestrian flow and bn-street parkirig. (f) To minimize unnecessary disruption of the public right-of-way by coordinating installations so as to effectively manage use of the public right-of-way. (g) To ensure the structural integrity, reliability, performance, safety, quality, ease of maintenance, and aesthetic integrity of the public right-of-way. (h) To ensure that similarly -situated public right-of-way users are treated in a competitively neutral and non-discriminatory manner while complying with applicable state and federal requirements. (i) To ensure compliance with all federal, state, county, and local laws. Q) To prevent hazardous conditions within and along the public right-of-way. Ordinance No. Ns-XXX Page 2 of 21 (k) To manage the long-term use of the public right-of-way. This Ordinance establishes standards for the siting, design, permitting, construction, operation, inspection, maintenance, repair, modification, removal and replacement of communications facilities in recognition of applicable state and federal law. Sec. 33-231. - Definitions. For the purpose of this Article, the following words or phrases are defined below: (a) "Accessory equipment" means any equipment serving or being used as part of a wireless facility that is not an antenna or a pole. This equipment includes, but is not limited to, utility or transmission equipment, power supplies, generators, batteries, cables, equipment buildings, cabinets, storage sheds, shelters, vaults, or other structures. (b) "Agency" means the City's Public Works Agency. (c) "Antenna" means that part of a wireless facility designed to radiate or receive radio frequency signals. (d) "Base station" means the same as defined by the FCC in 47 C.F.R. § 1.40001(b)(1), as may be amended. (a) "Cell on Wheels" or "COW" means a portable self-contained wireless .facility that can be moved to a location and set up to provide wireless services on a temporary or emergency basis. A COW is normally vehicle -mounted and contains a.telescoping boom as the Antenna support structure. (f) "Concealment Elements" means any of the following: 1. Radio Frequency transparent screening. 2. Approved, specific colors. 3. Minimizing the size of the site. 4. Integrating -the installation -into -existing utility -Infrastructure. 5. Installing new infrastructure that matches existing infrastructure in the area surrounding the proposed Site. 6. Controlling the installation location. (g) "Director" means the Executive Director of the Public Works Agency or a designee. (h) "Distributed Antenna System" or "DAS" means a network of spatially separated antennas (sometimes called "nodes") connected to a common source (sometimes called a "hub") by a transport medium, such as fiber optic cable, that provide wireless service within a specific geographic area. This definition includes, without limitation, DAS owned by one entity and shared by multiple providers. Ordinance No. NS-)O X Page 3 of 21 50A-7 (i) "Eligible facilities request" means an application that qualifies for approval under the criteria set forth in Section 1455 of Title 47 of the United States Code and 47 C.F.R. § 1.40001. (j) "Eligible support structure" means "eligible support structure" as that term is defined by the FCC in 47 C.F.R. § 1.40001(b)(4), as may be amended. (k) "FCC" means the Federal Communications Commission. (1) "Guidelines" means Standards and Guidelines for Wireless Facilities in the Public Right -of -Way policy promulgated by the Director of Public Works pursuant to Section 33-234, as it may be amended from time to time. (m) "Laws" means any and all applicable federal, state and local ordinances, resolutions, regulations, administrative orders, or other legal requirements. (n) Parkway" means that area between the sidewalk and the curb of any street, and where there is sidewalk adjacent to the curb, that area between the sidewalk and the right-of-way line, and where there is no sidewalk, that area between the curb or edge of the roadway and the right-of-way line adjacent thereto. (o) "Person" means any individual, firm, company, partnership, corporation, entity, agency, or other organization. (p) "Pole" means a single shaft of wood, steel, concrete or other material capable of supporting the equipment mounted thereon in a safe and adequate manner and as required by provisions of this code and the Guidelines. (q) "Public right-of-way" or "PROW" or "right-of-way" means the area on, below, or above a City -owned or -controlled street or alley public right-of-way and the sidewalk and/or parkway adjacent thereto. (r) "Replacement- pole" means in connection with an existing pole; a pole that is installed in the same location or in the immediate vicinity of an existing pole that is removed. (s) "Roadway" means that portion of a public street improved, designed or ordinarily used for vehicular traffic. (t) "Routine maintenance" means ensuring that a wireless facility is kept in good operating condition. Routine maintenance includes, but is not limited to inspections and testing. (u) "Site" means the area in proximity to the structure and to other transmission equipment already deployed on the ground, as defined by the FCC in 47 C.F.R. § 1.40001(b)(6), or as may be amended. (v) "Substantial change" means the same as defined by the FCC in 47 C.F.R. § 1.40001(b)(7), as may be amended. Ordinance No. NS-XXX Page 4 of 21 (w) "Wireless facility' "facility' or "facilities" mean any fixed facility that transmits and/or receives electromagnetic waves using FCC -licensed or unlicensed spectrum. It includes, but is not limited to, antennas and/or other types of equipment for the transmission or receipt of such signals, poles, communications monopoles or similar structures supporting such equipment, related accessory equipment, and other accessory installations. (x) "Work" means all labor, materials, equipment, services, and all other things necessary for a person to install a wireless facility in the public right-of-way, Including without limitation any changes requested by the City, in accordance with this Article and all applicable laws and regulations. Sec. 33-232. - Permit Required. No person shall install or maintain any wireless facility which in whole or in part rests upon the public right-of-way without first obtaining a permit from the Director under this Article. Additional permits may still be required depending on the type of wireless facility and the scope of work required for installation. Sec. 33-233. - Siting Preferences. (a) To the extent possible, wireless facilities shall be located outside the public rights -of -way. (b) Whenever possible, wireless facilities shall not be located in public rights -of -way adjacent to property zoned or used for residential purposes. (c) Whenever possible, wireless facilities shall be located on existing poles or replacement poles rather than on new poles. (d) Wireless facilities should not be located immediately in front of, beside, or behind historic resources as recognized by the City pursuant to Chapter 30 of this Code. Sec. 33-234. - Director's Guidelines. (a) Each application for a wireless facility is subject to the most current Guidelines, which may be amended from time to time. The primary purpose of these Guidelines shall be to provide procedural and design guidance and specific design standards and requirements for project applicants proposing wireless facilities (categorized in different tiers) in the public right-of-way that are subject to the requirements of this Article. The Guidelines document is also intended for use and reference by City staff in reviewing and approving designs and verifying compliance with this Article. All such Guidelines will be publicly available and posted on the Public Works website. (b) To the extent not preempted by applicable laws, the Director may prescribe in the Guidelines additional standards covering the location, Ordinance No. NS-XXX Page 5 of 21 ' m • y size, and depth of excavations in public streets and sidewalks related to wireless facility installation, as the Director may deem necessary for the public safety and welfare. Where such guidelines are general in character and are designed to apply to all excavations of a certain type or nature, they shall be promulgated in writing showing the date of their enactment, and a copy thereof, duly certified to by the Director shall be kept on file where they may be made available for public inspection upon the demand of any person. All work performed under this Article shall be subject to such guidelines. Sec. 33.235. - Pre -Submittal Requests. The applicant may request a pre -application consultation with the City. This consultation is for the applicant to ask questions, receive guidance on specific requirements of this Article, and receive verbal feedback on specific elements to assist in the design of their site. Multiple proposal options maybe provided for the same location under one application. A pre -submittal application request is to be made on a City -approved form to the Public Works Agency and shall include any required fee as established by City Council resolution for each submittal. Once conceptual review comments have been sent to the applicant, the Public Works Agency and the applicant may communicate to address comments and resolve issues identified in advance of an application being submitted. When necessary, at the request of the applicant, city staff may conduct site visits with the applicant to address and/or resolve specific issues related to the site. The applicant may request a meeting with city staff to review and discuss conceptual review comments, subject to any applicable fees. Sec. 33.236. - Application Required. Before a permit is issued, a written application must be filed with the Agency, subject to the requirements of this Section and the Guidelines. (a) Where the applicant does not assert that the proposed facility is an eligible facilities request, the application shall include: 1. The name, address and telephone number of both the applicant and the owner of the wireless facility. 2. The name, address and telephone number of the responsible person whom the City may contact at any time concerning the wireless facility. 3. A copy of the applicant's authorization to construct the proposed facilities in the public rights -of -way (e.g., a certificate of public convenience and necessity or a wireless identification registration). 4. If the applicant's proposed facility involves installing a replacement structure (e.g., a pole) in the public right-of-way and attaching additional facilities, or installing a facility on a pole owned by a third party, the applicant shall also provide a signed copy of the license, lease, pole attachment agreement, or Ordinance No. NS-XXX Page 6 of 21 50A-10 whatever authorizations are required for the placement of the wireless facility at the location proposed, including proof that applicant is authorized by the owner of the structure to install and operate the proposed wireless facility on the structure. Such submissions need not disclose financial terms. 5. Where applicable, the pole number(s), address, and latitudellongitude GPS coordinates of the location of the pole or poles. 6. At the request of the Director, a photograph and model number of the wireless facility being proposed. 7. A project description letter containing: A. A list of all facilities proposed to be installed (including antennas, associated equipment, poles, power and fiber to the facility), along with the corresponding volume of each. B. The height of each, as measured from the ground. C. A description of the concealment elements associated with the wireless communication facility, including but not limited to painting and shielding. D. The materials that comprise the facilities. E. A description of any ground disturbance necessary to complete the proposed project. F. A description of the noise levels the facilities will emit. G. A description of any lighting to be installed along with the facilities. H. A description of any signage to be installed along with the facilities. I. A description of the security plan for the site, including an emergency contact, and a description of the emergency breaker switch. J. A description of three alternative sites that would also accommodate the proposed Facilities, and a brief explanation as to why -the proposed site was selected (Le., proximity to power source). 8. A coverage map indicating the area which will be served by the proposed wireless facility. 9. A construction plan and schedule, to include start and end dates and phasing, as required by the Agency. 10. Information regarding any additional locations where the applicant plans to install wireless facilities within five (5) years from the date of application submittal. In the event an Applicant states it does not know its construction plans for a five-year period, the Applicant must provide a declaration stating that fact and shall provide its construction plans as known in Applicant's management and engineering planning processes, which shall be for a reasonable period of time but in no event less than two (2) years. 11. Engineering certification demonstrating compliance with all existing Ordinance No. NS-XXX Page 7 of 21 50A-11 RF emission standards. 12. A non-refundable application and processing fee, in an amount established by resolution of the City Council to defray the City's costs to process the application and to inspect the facility. 13. Electronic plans (in .pdf file format and electronic GIS file format compatible with the City's geographic information system database) that include the following: A. A title sheet. B. A site plan, showing: I. The exact location and route requested for applicant's proposed facilities, including other improvements in the area. ii. If excavation is required, the plans must include the the location and depth of all overhead and underground public utility, cable, water, sewer drainage, fiber optic, and other facilities in the public right-of-way along the proposed route. III. The location(s), if any, for interconnection with the facilities of any other parties. iv. The specific trees, structures, improvements, facilities and obstructions, if any, that applicant proposes to temporarily or permanently remove or relocate. 14. Verification from a California licensed professional engineer certifying that the support structure involved in the deployment is structurally and mechanically capable of supporting the proposed mounted components of the wireless facility. 15. Detailed plans and design drawings of all facilities proposed (and where applicable including a detailed description of any existing wireless facilities and of the modifications that are proposed to be made to it), and the dimensions (including the volume) and specific location of the wireless facility and its elements, including but not liMited to any accessory equipment that will be ihsfalled. The description must include detail on any excavations and deployment outside the current site, including any physical, wireline, interconnections to other locations, noting existing wireline connections and new ones. 16. Photo simulations of the facility before and after installation (including any above -ground pedestals, vents, conduit and exposed cable). 17. For applications involving modifications of existing facilities, the applicant shall provide the original permit and approved plans for the existing facility and any associated authorizations (e.g., related to prior modification requests). 18. For applications involving new poles, or wireless facilities in underground utility areas, the applicant must include information to demonstrate that the facility is necessary to avoid prohibiting or Ordinance No. NS-XXX Page 8 of 21 50A-12 having the effect of prohibiting the provision of personal wireless services pursuant to the United States Telecommunications Act of 1996 (47 U.S.C. §332(c)(7)(13)(1)(II)). (b) Applications for eligible facilities requests shall include: 1. A project description letter containing: A. A list of all facilities proposed to be installed (including antennas, cabinets and other associated equipment, power and fiber to the facility), along with the corresponding volume of each. B. The height of each, as measured from the ground. C. A description of the concealment elements associated with the wireless facility, including but not limited to painting and shielding. D. The materials that comprise the facilities. E. A description of any ground disturbance necessary to complete the proposed project. F. A description of any deployment outside the public right-of- way necessary to complete the proposed project. 2. Detailed plans and design drawings of the proposed installation, including a detailed description of the existing wireless facility and of the modifications that are proposed to be made to the existing wireless facility; the exact location of the proposed facility; the dimensions (including the volume) and specific location of the wireless facility and its elements, including but not limited to any accessory equipment that will be installed. The description must include detail on any excavations and deployment outside the current site, including any physical, wireline, interconnections to other locations, noting existing wireline connections and new ones. 3. A copy of all approvals and/or -permits for -the tower or base station that is to be modified, and any subsequent modification applications and permits, even if denied, and of any required conditions (imposed by the City and/or third party) placed on the initial or subsequent permits. 4. A report signed by a California licensed professional engineer specializing in structural engineering, containing the following: A. In the case of an attached wireless facility, documentation of the ability of the structure to accept the antennas, the proposed method of affixing the antennas, and the precise point at which the antennas shall be mounted. Ordinance No. NS-XXX Page 9 of 21 50A-13 B. In the case of a wireless facility with a support structure (e.g. monopole), documentation that the structure is capable of supporting the antennas and complies with applicable laws and codes, as well as the structure's capacity for additional collocated antennas, and the precise point at which the antennas shall be mounted. Sec. 33-237. - Distributed Antenna System (DAS). Applications for wireless facilities comprising a DAS shall be submitted simultaneously and each Individual location within the system shall be processed and considered for approval separately. Permitting fees will be assessed per application. Each location will be evaluated and must comply with the installation design guidelines as detailed in the Guidelines. Sec. 33-238. - Fees. (a) Processing Fees. The fee for any permit or application required by this Article shall be set by the City Council by resolution from time to time. All fees must be paid in full before any permit shall be issued from the City. Application processing fees must be paid at the time that the application is submitted and are non-refundable. These fees are for permit processing only and are in addition to any other applicable fee or any separate payments that may be required for rent of City infrastructure. (b) Independent Consultant. As reasonably required, the Applicant may be required to provide an authorization waiver to permit the City to hire an independent qualified consultant to evaluate any technical aspect of the proposed telecommunication facility. Any authorization for this purpose shall include an agreement by the applicant to reimburse the City for all reasonable costs associated with the consultation. Sec. 33-239. - Notice of Application Submittal. (a) Excluding applications for eligible facility requests and Tier 1 facilities (as defined by the Guidelines), within ten (10) business days of acceptance of a complete application, tffe'applicant shall give -or cause notice of the submission to be given to certain members of the community, as specified below. The notice must be approved by the City. The notice shall provide: 1. A date of notice. 2. A brief description of the proposed wireless facility, including all proposed accessory equipment. 3. A City contact for inquiries and instructions to send any comments to a designated City address and/or email address, and a statement that the City will accept comments for twenty days following the date of notice. 4. Photo simulations of the proposed facility before and after installation (include any vents, conduit and exposed cable). Ordinance No. NS-XXX Page 10 of 21 50A-14 5. A radius map indicating: A. For Tier 2 facilities, one -hundred and fifty (150) feet of the exterior boundaries of the proposed installation site. B. For Tier 3 facilities, three -hundred (300) feet of the exterior boundaries of the proposed installation site. (b) For purposes of the notice requirements below, the City will provide to the Applicant a list of names and addresses of all property owners within five (5) business days, as shown on the latest assessment roll of the county assessor. 1. For applications for Tier 2 facilities (as defined by the Guidelines), the applicant shall provide notice by: A. Mailing notices to property owners located in residential zones and within one -hundred and fifty (150) feet of the exterior boundaries of the proposed installation site. B. Mailing notices to any neighborhood association representing residential property located within one - hundred and fifty (150) feet of the exterior boundaries of the proposed installation site. C. Posting a copy of the notice at the proposed installation site on the existing utility pole, street light or similar structure to be modified or replaced, or as close thereto as reasonably possible. 2. For applications, for Tier 3 facilities (as defined by the Guidelines), the same notice requirements shall apply, except that notice shall be delivered to the persons listed above within a three -hundred (300) foot radius of the proposed site. (c) Written comments from members of the public received by the Director shall be --considered as part of the staff -review. Comments shall be accepted for twenty (20) days following the date the notice is provided. (d) The applicant shall work cooperatively with the City to consider or otherwise respond to comments received by the Director. Sec. 33-240. Permit Issuance. (a) A permit for a wireless facility shall be granted, denied, or conditionally granted by the Director. In the event that an application is deemed granted by rule of law, all conditions and design guidelines as required by this ordinance for the facility are still applicable and required for the facility. Ordinance No. NS-XXX Page 11 of 21 5OA-15 (b) For an eligible facilities request, the Director shall issue a permit if the Director finds that the proposed facility qualifies as an eligible facilities request and does not represent a substantial change. (c) For any facility other than an eligible facilities request, the Director shall issue a permit if the Director makes all of the following findings: 1. The proposed facility conforms to the Guidelines, including any volumetric limits, design criterion, and location restrictions detailed therein. 2. The proposed wireless facility is visually compatible with the surrounding neighborhoods. 3. The applicant has demonstrated that the installation will not substantially interfere with the use of the public right-of-way and existing subterranean infrastructure, including interference with the flow of pedestrian or vehicular traffic, the ingress or egress from any residence or place of business, the use of poles, posts, traffic signs or signals, hydrants, mailboxes, permitted sidewalk dining, permitted street furniture or other objects permitted at or near the proposed site of the wireless facility. 4. The applicant has demonstrated that the wireless facility will not endanger or is not reasonably likely to endanger the safety of persons or property. 5. The proposed wireless facility complies with all applicable regulations of the FCC. 6. The applicant has coordinated the final siting location of the facility with the Director. 7. The applicant has posted a performance bond or other security In an amount rationally related to the cost of removal. 8. All notification requirements for the prof osed facility have been met. (d) In granting or denying an application, the Director shall make a written finding which shall specify all facts relied upon in rendering his decision. A copy of the decision shall be filed with the Public Works Agency and mailed to the applicant and to any person who has submitted a comment on the proposed application pursuant to Section 33-239. (e) Permits are issued fora period of ten (10) years from the date issued. Sec. 33-241. - Renewal. To extend a wireless facility permit for an additional five (5) year period, the applicant shall provide proof that it continues to have the legal authority to occupy and use the PROW for the purpose set forth in its permit, that its site as it exists at the time Ordinance No. NS-XXX Page 12 of 21 50A-16 of the renewal is in full compliance with the applicable City permits issued for the site, and pay the fees for renewal. Additionally, the applicant must provide an affidavit confirming that the site is still in compliance with the FCC regulations. Additional procedural and substantive requirements may be detailed in the Guidelines. Failure to submit such an affidavit or proof of legal authority to occupy or use the PROW, or to meet any additional requirements regarding renewal specified in the Guidelines, shall be grounds for non -renewal of the permit. The burden is on the applicant to demonstrate that the site complies with the requirements herein. Sec. 33.242. - Appeal. Any interested person may appeal the decision of the Director pursuant to Chapter 3 of this Code. Sec. 33-243. - Revocation. Any wireless facility permit may be revoked or modified for cause in accordance with the provisions of this Section. (a) Revocation proceedings may be initiated by the Director. (b) Public notice of the hearing shall be given. (c) After conducting a duly -noticed public hearing, the Director or designee shall act on the proposed revocation. (d) Required Findings. The Director or designee may revoke or modify the permit if the Director makes any of the following findings: 1. The applicant obtained the approval by means of fraud or misrepresentation of a material fact. 2. The applicant substantially expanded or altered the use or structure beyond what is set forth in the permit or substantially changed the character of the facility. 3. The facility has not been utilized for six (6) months or more. 4. Failure to comply with any condition of a permit issued. 6. Failure to comply with this Article. 6. Failure to comply with the Guidelines. 7. A substantive change of law affecting to the applicant's rights to occupy or use the PROW or the City's ability to impose regulations relating to such occupation or use. B. A facility's interference with a City project. 9. A facility's interference with vehicular or pedestrian use of the PROW. 10. Failure to make a safe and timely restoration of the PROW or failure to address damage or disrepair with respect to the wireless facility and/or its supporting structure. Ordinance No. NS-XXX Page 13 of 21 50A-17 11. Circumstances arise under which failure to revoke the permit and remove the facility would result in hazardous or dangerous conditions, or otherwise compromise the safety of the PROW. (e) Notice of Action. A written determination of revocation shall be mailed to the applicant within ten (10) days of such determination. (f) An applicant whose permit has been revoked may have the revocation reviewed, upon written appeal as follows: 1. Within fourteen (14) days of the revocation, a written appeal shall be filed with the Director. The appeal must contain a statement listing the reasons why the applicant believes that the revocation should be reviewed. The Director shall render a decision within twenty-one (21) days of receipt of the statement described herein. 2. If the Director denies the appeal, the permiftee may file a written notice of appeal with the City Council within twenty-one (21) days of notification of the Director's denial. The appeal to the City Council must contain a statement of any significant factors and/or hardships as well as alternatives explored, and a response to the findings of the Director that resulted in the denial. The appeal shall be conducted in accordance with Chapter 3 of this Code. Sec. 33-244. - Site Selection Guidelines and Criteria. (a) The Director may authorize new poles within the public rights -of -way, or wireless facilities in underground utility areas, only with a finding that such new pole or wireless facility, as applicable, is necessary to avoid prohibiting or having the effect of prohibiting the provision of personal wireless services pursuant to the United States Telecommunications Act of 1996 (47 U.S.C. §332(c)(7)(B)(i)(II)). (b) Traffic Obstruction. The placement of the facility shall not permanently impede vehicular or pedestrian traffic flow, nor shall such installation Violate siting regufatioris imposed -by the Califorhia Public Utilities Commission. (c) No modification to above -ground or at -grade facilities, including those related to size, color and shape of the housing, may be made by the applicant without first having obtained approval of the Director. Sec. 33-245. - Visual Impact Guidelines. (a) Unobtrusive Design. Wireless facilities shall be designed to be as visually unobtrusive as feasible. Colors and designs must be visually neutral, integrated and compatible with surrounding buildings and/or uses in the area. Facilities shall be sited to avoid or minimize obstruction of views from adjacent properties and otherwise preserve the aesthetic integrity of the public right-of-way. Ordinance No. NS-XXX Page 14 of 21 50A-18 (b) No component of a wireless facility shall extend seven (7) feet beyond the top of a pole. However, no facility located within one -hundred and forty (140) feet of a residential property shall exceed thirty-five (35) feet in height. Additionally, no facility shall exceed sixty (60) feet in height from the ground level as measured from the nearest street curb. The Director may waive these requirements if necessary to accommodate General Order 95 of the California Public Utilities Commission. (c) No facility shall be illuminated unless specifically required by the Federal Aviation Administration or other governmental agency for security or clearance purposes. (d) Signs and Advertising. No advertising signage or identifying logos shall be displayed on any facility except for small identification, address, warnings, and other similar information plates. Such information plates shall be identified in the application and shall be subject to approval by the Director. Sec. 33-246. - Noise. Wireless facilities and all accessory equipment and transmission equipment must comply with all noise regulations pursuant to Article VI of Chapter 18 of this Code. Sec. 33-247. - Public Safety Guidelines. (a) Arterial Highway Pedestrian Passage. In public rights -of -way that are designated in the Circulation Element of the City's General Plan as "arterial" streets or highways, and which have an existing sidewalk, the facility should be located on the sidewalk or parkway such that there is a minimum of six feet (6') of unobstructed distance between the edge of the facility and any private property, in order to provide sufficient clearance for pedestrians and wheelchairs. If the paved sidewalk is less than six feet (V) wide, the applicant may propose to construct additional sidewalk to- meet -this requirement; provided, however, that a sufficient length of sidewalk shall be constructed to meet the six-foot (6') standard described in this subsection. The facility shall be installed in the public right-of-way with a minimum of eighteen inches (18") of unobstructed distance maintained between the edge of the facility and the edge of the curb face. (b) Non -Arterial Highway Pedestrian Passage. In public rights -of -way that are not designated in the Circulation Element of the City's General Plan as "arterial" streets or highways, and which have an existing sidewalk, the facility shall be located on the sidewalk or parkway such that there is a minimum four feet (4') unobstructed distance between the edge of the facility and any private property line, in order to provide sufficient clearance for pedestrians and wheelchairs. If the paved sidewalk is less than four feet (4') wide, the applicant may propose to construct additional sidewalk to meet this requirement if possible; provided, however, that a Ordinance No. NS-XXX Page 15 of 21 50A-19 sufficient length of sidewalk shall be constructed to leave no discontinuities in the new path of access. The facility shall be installed in the public right-of-way with a minimum of eighteen inches (18") of unobstructed distance maintained between the edge of the facility and the edge of the curb face. (c) Unpaved Sidewalks. In public rights -of -way with no existing sidewalk pavement, the facility shall be located in the parkway such that there is a minimum four feet (4') unobstructed distance between the edge of the facility and any private property line, in order to provide sufficient clearance for pedestrians and wheelchairs by one of the following methods: 1. Where there is no curb face, the facility shall be installed in the public right-of-way with a minimum of four feet (4') of unobstructed distance between the edge of the facility and the edge of the paved street. 2. Where there is a curb face, the facility shall be installed in the public right-of-way with a minimum of eighteen inches (18") of unobstructed distance between the edge of the facility and the edge of the curb face. (d) Vehicular Line of Sight and Sight Distance. The facility shall not be located in the "visibility triangle," defined as that portion of both public and private property located at any corner and bounded by the curb line or edge of roadway of the intersecting streets and a line joining the points on the curb or edge of the roadway of the intersection streets forty-five feet (45') from the.point of intersection of the extended curb lines or edges of roadway. The facility shall not be located adjacent to street intersections, driveways and alley intersections where they would reduce the sight distance for existing vehicular traffic to less than the distance required by City standards on file with the Public Works Agency. Sec. 33-248. - Cell on Wheels (COW). (a) The Director of Public Works will direct the applicant as to what permit(s) are required to place a COW in the PROW, on a case -by -case basis. (b) The setup location requested for the COW will be reviewed and at the discretion of the Director or designee may be modified to ensure public health and safety. (c) The duration of a permit for a COW will be no longer than is necessary to establish the network and provide the temporary coverage required by the event or emergency. (d) At the discretion of the Director or his or her designee, the permit may be revoked or modified when in the best interest of the City. Ordinance No. NS-XXX Page 16 of 21 50A-20 Sec. 33-249. - Maintenance Standards. All wireless facilities subject to this section shall comply with the following standards: (a) Inspection and Reporting. The owner of the facility when directed by the City, must perform an inspection of the facility and submit a report to the Public Works Agency. Additionally, as the City performs maintenance on City infrastructure, additional maintenance concerns regarding the facility may be identified. These will be reported to the owner of the facility. The City shall give the applicant thirty (30) days to correct the identified maintenance concerns after which the City reserves the right to take any action it deems necessary to rectify the issue, which could Include revocation of the permit, and applicant shall reimburse the City for all expenses associated with that ameliorative action. The burden is on the applicant to demonstrate that the proposed facility complies with the requirements herein and the Guidelines. (b) Safety and Maintenance. The applicant shall keep the site, which includes without limitation any and all improvements, equipment, structures, access routes, fences and landscape features, in a neat, clean and safe condition in accordance with the approved site plans, the Guidelines, this Section, and all conditions in the permit. The applicant shall keep the site area free from all litter and debris at all times. The applicant, at no cost to the City, shall remove and remediate any graffiti or other vandalism at the site within forty-eight (48) hours after the applicant receives notice or otherwise becomes aware that such graffiti or other vandalism occurred. The applicant shall provide on -going maintenance of its facilities, including ensuring the facilities are reasonably free of: 1. General dirt and grease. 2. Chipped, faded, peeling and cracked paint. 3. Rust and corrosion. 4. Cracks, dents, blemishes and discoloration. 5. Graffiti, bills, stickers, advertisements, etc. 6. Broken and misshapen structural parts. (c) If an applicant discontinues use or abandons any facility for a period of six (6) months or more, the applicant shall immediately notify the Director, remove the equipment and restore the site to the condition it existed prior to installation of the facility in a manner approved by the Director. (d) Facilities shall be replaced, in kind, within forty-five (45) days, if routine or emergency maintenance is not sufficient to return the equipment to the condition at the time of installation. Ordinance No. NS-XXX Page 17 of 21 50A-21 Sec. 33.250. - Compliance with Applicable Law and Regulations. This Article is not intended to be the exclusive means of regulating installation of wireless facilities in the public rights -of -way and nothing herein is intended to waive any other applicable City requirements, including but not limited to building permit, storm water runoff, business license, excavation and undergrounding regulations. The applicant shall obtain all permits, licenses, and similar authorizations that are required by other governmental entities for the installation of its wireless facilities. The applicant must also comply with all applicable statutes, ordinances, rules, regulations, orders, and decisions issued by any federal, state or local governmental body or agency, including without limitation those issued by the California Public Utilities Commission and the Federal Communications Commission. Sec. 33-251. - Nonexclusive Use of Public Rights -of -Way. All permits to construct or place wireless facilities in the public right-of-way shall be nonexclusive. The granting of a permit under this Article by the City does not provide any permittee with an exclusive use of the public right-of-way. All facilities permitted by this Article shall, upon the reasonable demand of the Director, be relocated if required by the City to avoid potential conflicts with a proper governmental use of a street, alley, sidewalk or other public place. All expenses incurred in relocating shall be paid by the applicant. Sec. 33-252. - Submittals. Prior to the issuance of any permit, each Applicant shall provide the Agency with evidence that it has obtained all applicable business licenses, state permits, and other licenses, as well as insurance in an amount and form specified by the Agency. Sec. 33-253. - Indemnity; Insurance. (a) Asa condition ofpermitissuance-under this Article, each applicant shall: Indemnify and hold harmless and defend the City of Santa Ana, its officers and employees from and against any and all suits, actions, judgments, losses, costs, demands, claims, expenses (including attorney's fees), damages, and liabilities of every kind for any and all claims for damage to property, or injury to, or death of persons arising out of or resulting from the issuance of the permit or the placement of the facility, except to the extent any damage or injury is due to the negligence or willful misconduct of the City, its officers or employees. Obtain and file with the Clerk of the Council, and thereafter maintain during the term of any such permit, certificates evidencing Ordinance No. NS-XXX Page 18 of 21 50A-22 commercial general liability Insurance policy or policies, approved as to form by the City, issued by an insurance company or companies authorized to do business in the State of California. The City of Santa Ana, its officers and employees shall be named as additional insureds on said policy or policies. Unless the Guidelines specify otherwise, the policy limits of said insurance policy or policies shall be not less than one million dollars ($1,000,000.00) combined single limit for both bodily injury and property damage, or equivalent. Said policy or policies shall also contain a provision that no termination, cancellation, or change of coverage of insured or additional insured shall be effective until after twenty (20) days' notice thereof has been given in writing to the Clerk of the Council. (b) Applicants who self -insure shall so state and attest in writing in the Application, which self-insurance in an amount equal to the amount required by this Article or the Guidelines, whichever is higher, shall be subject to approval by the City. Sec. 33-254. - Coordination with other Projects In Public Rights -Of -Way. To the maximum extent possible and as permitted by law, an applicant shall design and schedule its Work so as to coordinate its Work with other persons installing, constructing, or maintaining wireless facilities and other infrastructure in the public right-of-way and with the City. Sec. 33-255. - Provisions for Underground Utility Districts. If a wireless facility is placed on a utility pole or other structure that becomes an underground utility district, adopted by resolution of the City Council, the wireless facility must be relocated to another structure at the owner's expense. Relocation of the wireless facility is subject to this code. Sec. 33-256. - Protection of Urban Forest. The -applicant may- be. required. to .retain,at its own cost, a certified-arbor-ist-to advise the applicant's contractor doing underground work in the public right-of-way as to appropriate locations for underground vaults, conduits and other equipment and root pruning techniques, if needed, so as to ensure minimal impact to existing trees and other landscaping materials that are a part of the City's urban forest. The applicant's arborist shall coordinate their work with city staff. Sec. 33-257. - Non -Compliance; No Waivers. No permittee shall be excused from complying with any of the provisions of this Article by any failure of the City on any one or more occasions to seek, or insist upon, compliance with any requirements or provisions of this Code. Regardless of the City's failure to seek compliance on any occasion, such action shall not be considered a waiver of any requirements of this Code. Ordinance No. NS-XXX Page 19 of 21 50A-23 Sec. 33-258. - Future Changes in the Law. The City's rights under this Article are coextensive with the City's rights under state law with regard to the use of the public right-of-way by telephone corporations (as defined by the Public Utilities Code). If future changes to state or federal law authorize the City to regulate telephone corporation activity within the City and the public rights - of -way to a greater degree than is now authorized by this Article, nothing in this Article will be deemed to limit, restrict in any way, or to modify the City's exercise of that regulatory authority. SECTION 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentence, clauses, phrases, or portions be declared invalid or unconstitutional. SECTION 5. Neither the adoption of this ordinance nor the repeal hereby of any ordinance shall in any manner affect the prosecution for violation of ordinances, which violations were committed prior to the effective date hereof, nor be construed as affecting any of the provisions of such ordinance relating to the collection of any such license or penalty or the penal provision applicable to any violation thereof, nor to affect the validity of any bond or cash deposit in lieu thereof, required to be posted, filed or deposited pursuant to any ordinance and all rights and obligations thereunder appertaining shall continue in full force and effect. SECTION 6. This ordinance shall become effective thirty (30) days after its adoption. SECTION 7. The Clerk of the Council shall certify the adoption of this ordinance and shall cause the same to be published as required by law. ADOPTED this day of 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: QtL %Ytr J M. Funk Assistant City Attorney Ordinance No. NS-XXX Page 20 of 21 50A-24 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached 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 Ordinance No. NS-XXX Page 21 of 21 50A-25 50A-26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: ADOPT RESOLUTION AND APPROVE APPROPRIATION ADJUSTMENT ACCEPTING ADDITIONAL FY16 HOMELAND SECURITY GRANT PROGRAM FUNDS (STRATEGIC PLAN NO.1,2&6) r MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution authorizing and directing the City Manager and the Chief of Police or their designee(s) to accept an additional $247,470 in FY 2016 Urban Areas Security Initiative funding, increasing the sub -recipient award from $1,792,522 to $2,039,992. 2. Approve an Appropriation Adjustment recognizing additional FY 2016 Urban Areas Security Initiative in the amount of $247,470 in revenue account (no. 12514002-52001) and appropriate same in the FY 2016 Urban Areas Security Initiative Program Grant expenditure accounts (no. 12514491-various). DISCUSSION The United States Department of Homeland Security has developed the Urban Areas Security Initiative (UASI) funding program. UASI is designed to address the unique planning, equipment, training, and exercise needs of high -threat, high -density Urban Areas and provides funds to local emergency first responders that assist in building an enhanced and sustainable capacity to prevent, protect, respond to, mitigate and recover from acts of terrorism. The grant specifically provides funding for anti -terrorism equipment, planning, training, exercises and technical assistance. In FY 2006, the United States Department of Homeland Security combined the Anaheim UASI and the Santa Ana UASI into a single Urban Area. The City of Santa Ana now shares grant administrative responsibilities with the City of Anaheim, annually alternating the function of lead administrative agency. The City of Anaheim is the lead agency for FY 2016 funding and is therefore the UASI Sub - Grantee, with the City of Santa Ana designated as a sub -recipient through Anaheim. The FY 2016 grant program covers the period of September 16, 2016 through March 31, 2019. The City of Santa Ana Police Department has worked with the City of Anaheim, the County of Orange, and cities within the Anaheim/Santa Ana Urban Area to determine current capabilities and needs and have established goals and objectives for the Anaheim/Santa Ana Urban Area. This 55A-1 S UASI Grant Program Funds — Resolution and AA August 21, 2018 Page 2 appropriation adjustment will add $247,470 to the current grant award of $1,792,522, for a new total grant award of $2,039,992. The Santa Ana Police Department will use the funds to expand the ReadyOC Emergency Preparedness and 'If You See Something, Say Something' Campaigns, and to support regional training and exercise capabilities through multiple active shooter drills within the Urban Area. The City of Santa Ana will work in collaboration with the City of Anaheim to implement complimentary strategies for responding to acts of terrorism. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objective #2 and #6; (Broaden communications, information sharing and community awareness of public safety activities, and Enhance public safety integration, communications, and community outreach.) FISCAL IMPACT Additional FY2016 Urban Areas Security Initiative (UASI) funds in the amount of $247,470 will be budgeted in revenue account (no. 12514002-52001) and the appropriated to expenditure account (no. 12514491-various) for fiscal year 2018-2019. Da Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Sergio Vidal Assistant Director Finance and Management Services Agency Exhibits: 1. Resolution 2. Amendment #1 to FY 2016 UASI Grant Sub -Recipient Award 55A-2 TB 8.21.2018 RESOLUTION NO. 2018-XXX Exhibit 1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ACCEPTING ADDITIONAL FY2016 URBAN AREA SECURITY INITIATIVE SUB -RECIPIENT FUNDING AND APPROPRIATION ADJUSTMENT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The United States Department of Homeland Security has developed the Urban Areas Security Initiative funding program (UASI). UASI provides funds to local emergency first responders to purchase equipment, planning, training, exercises and technical assistance to enhance security and preparedness to prevent, respond to, and recover from acts of terrorism. B. In FY 2006, the United States Department of Homeland Security combined the Anaheim and Santa Ana Urban Areas into a single Urban Area, and provided for shared administrative responsibilities between Santa Ana and Anaheim. In FY 2016, the City of Anaheim is the lead administrative agency for UASI funding. C. The City of Santa Ana was awarded funding from the City of Anaheim for fiscal year 2016 UASI in the amount of $1,792,522 which it accepted by way of City Council Resolution No. 2017-019 dated May 16, 2017. D. The City of Santa Ana was notified that additional funds have been awarded from the City of Anaheim for fiscal year 2016 UASI in the amount of $247,470. Section 2. The City Council of the City of Santa Ana hereby authorizes and directs the City Manager and the Chief of Police or their designee(s) to accept an additional $247,470 in FY 2016 Urban Areas Security Initiative funding, increasing the sub - recipient award from $1,792,522 to $2,039,992. Section 3. The City Council of the City of Santa Ana hereby approves an Appropriation Adjustment recognizing the FY 2016 Urban Area Security Initiative in the additional amount of $247,470 and appropriates the same in the FY 2016 Urban Area Security Initiative Program Grant expenditure accounts. Resolution No. 2018-XXX Page 1 of 2 55A-3 Section 4. This Resolution shall take effect immediately upon its adoption by the City Council and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of August, 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Son' Carvalho, City Attorney By a ra Bogo an 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 the attached Resolution No. 2018-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2018-XXX Page 2 of 2 55A-4 Exhibit 2 FY2016 URBAN AREAS SECURITY INITIATIVE (UASI) Federal Grant # DHS-I6-GPD-067-00-01 Cal DIES Grant # 2016-0102 Amendment # DUNS # 08-3153247 Sub -Recipient Performance Period 09/16/16 to 03/31/19 This amendment is between the City of Anaheim and the Grant Sub -Recipient: City of Santa Ana The Sub -Recipient agrees to the amendment of the Grant Sub -Recipient Award Agreement as specified below: Increase the FY16 UASI sub -recipient award to the City of Santa Ana from $1,792,522 to $2,039,992 by adding $247,470 under the following project areas and allocations: G-011) ReadyOC Emergency Preparedness Campaign $25,000 G-012) 'If You See Something, Say Something Campaign $12,000 G-054) Community Emergency Response Team Trailers $62,604 H-053) Regional Training Program: TECC Equipment $7,524 1-020) Harbor Region EOC Training & Exercise $65,000 1-021) Active Shooter Exercise Series — 3 Drills $75,342 Please refer to the FY16 ASAUA Sub -Recipient Grant Guide for all reporting and reimbursement deadlines associated with the sub -award agreement. Richard La Rochelle, Lieutenant City of Anaheim AUTHORIZED AGENT Authorized Signature Date Printed Name Title CFDA #97.067 Grant #2016-0102 Cal OES ID #059-95010 55A-5 y REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE A RESOLUTION AUTHORIZING AN APPLICATION FOR HAZARD MITIGATION GRANT PROGRAM (HMGP) FUNDING FOR DEVELOPMENT OF A HAZARD MITIGATION PLAN (STRATEGIC PLAN NOS. 1.2D AND 6.1C) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on Is' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO _ FILE NUMBER C MANAGER RECOMMENDED ACTION Adopt a resolution authorizing the City Manager and the Chief of Police or his designee, on terms acceptable to the City Attorney, to complete and submit the requisite subapplications to compete for Hazard Mitigation Grant Program (HMGP) funds for the purpose of obtaining up to $105,000 in federal HMPG funds related to hazard mitigation, provided by the US Federal Emergency Management Agency (FEMA) and sub -granted through the State of California. DISCUSSION As a result of wildfire disasters occurring in California in October 2017 (DR-4344) and wildfire and debris flow disasters occurring in California in December 2017 (DR-4353), the Federal Emergency Management Agency (FEMA) made several hundred million dollars available to the State of California under the Hazard Mitigation Grant Program (HMGP). The State is making this funding available to individual jurisdictions for the purpose of developing Local Hazard Mitigation Plans and mitigation projects. The HMGP Program is a competitive grant designed to mitigate or reduce the impacts of natural disasters before they occur. A Local Hazard Mitigation Plan identifies the primary natural hazards that may impact a jurisdiction, for example, earthquakes, floods or drought. In addition, the Plan estimates the losses that can be anticipated if the hazard event occurs, such as injuries and casualties, property damage and/or economic losses. It also identifies and prioritizes projects that can be performed before the hazard event occurs to mitigate the anticipated losses. These could include seismic retrofitting of buildings, improvements to storm drain or flood control infrastructure, strengthening other critical infrastructure, or improvements to building codes or other regulatory protections. 55B-1 Hazard Mitigation Grant Program Resolution August 21, 2018 Page 2 Once a Local Hazard Mitigation Plan has been written, reviewed and approved by the State and by FEMA, and formally adopted by the jurisdiction, the jurisdiction is then eligible to apply for additional hazard mitigation funding to complete the mitigation projects detailed in the Plan. Therefore, with a FEMA-approved Local Hazard Mitigation Plan, the City can become eligible for millions of dollars to retrofit City buildings, improve City flood control facilities, strengthen water/wastewater system infrastructure, and protect other City facilities and systems. These projects require a 25% local match. The City match for these projects will be identified after the plan is approved by FEMA and the State, and we begin the process of planning for and funding these mitigation projects. For a Local Hazard Mitigation Plan to receive State and FEMA approvals, it requires detailed analysis and review of the natural hazard events that the City is vulnerable to, along with cost estimates and loss projections for each of the included hazard events. The plan also requires scopes of work, cost estimates and prioritized timelines for each proposed project, cost -benefit analyses demonstrating that each project is more cost-effective than allowing the loss to occur, and significant, documented outreach to other jurisdictions and stakeholders, and public review and comment. It would be very difficult for the City to accomplish the necessary research, plan drafting and development, and public and stakeholder communication and outreach using currently available City staff time. FEMA recognizes this burden and allows HMGP funding to be utilized to hire a consultant/contractor to perform the bulk of this effort, at a 75% grant / 25% City match. The City can fulfill its match requirement with the cost of City staff time devoted to the planning effort, and is not required to provide a cash match. In researching other local cities that have recently hired consultants to develop Hazard Mitigation Plans, consultant costs have fallen between $50,000 and $100,000. As a large City with more population and more infrastructure to include in the Plan, it can be estimated that our cost will fall toward the higher end of this range. Primary City staff who will need to contribute to this Plan include the Police Department Emergency Operations Coordinator, Senior Planner(s) from the Planning and Building Agency, Civil Engineer(s) from the Public Works Agency, and Facilities Manager from Finance and Management Services. An estimate of the hours and hourly rates that these employees would contribute is approximately $35,000. A City match of $35,000-would equate to a federal grant portion (75/25 split) of $105,000, which meets the estimate for consultant costs. Should the subapplication be accepted, and grant funds are awarded to the City, the resolution authorizes the City Manager and Chief of Police, or their designee, on terms acceptable to the City Attorney, to engage a contractor based on the awarded grant funds. Should any additional City monies be required to engage the contractor, the Police Department will seek City Council approval. 55B-2 Hazard Mitigation Grant Program Resolution August 21, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of these items assists the City in meeting Goal #1 Community Safety, Objective #2 (Broaden communications, information sharing and community awareness of. public safety activities), Strategy D (Expand Community awareness of Public Safety activities, programs and services that focus on risk reduction (smoke alarms, water safety, pedestrian safety, fire safety/prevention); and Goal #6 Community Facilities and Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City assets), Strategy C (Invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). FISCAL IMPACT There is no fiscal impact associated with this item. Should the Police Department be successful in receiving a HMPG grant from the State, the Police Department will return to Council to recognize and appropriate the program funding. alentin Chief of Police Santa Ana Police Department Exhibit: 1. Resolution 55B-3 55B-4 Exhibit 1 TB 8/21/18 RESOLUTION NO. 2018-xxx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER, AND THE CHIEF OF POLICE OR HIS DESIGNEE TO APPLY FOR A GRANT UNDER THE HAZARD MITIGATION GRANT PROGRAM 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. As the result of the declaration of a major federal disaster, the State of California is eligible for Hazard Mitigation Grant Program ("HMGP") funding. Hazard mitigation activities are aimed at reducing or eliminating future damages. Activities include hazard mitigation plans approvable by the Federal Emergency Management Agency (FEMA). B. HMGP is successful in meeting FEMA requirements to qualify as an Enhanced State Hazard Mitigation Plan (ESHMP) state. ESHMP accreditation has resulted in additional millions of dollars available for local agencies' hazard mitigation plan and project funding. In order to maintain ESHMP status, further information is requested by FEMA as a means of assessing the pro -activity of a community or agency applying for HMGP funding. This process includes the filing of an HMGP subapplication to qualify for grant funding. C. Federal funding is provided under the authority of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (Stafford Act) through FEMA and the California Governor's Office of Emergency Services (Cal OES). Cal OES is responsible for identifying program priorities, reviewing subapplications and forwarding recommendations for funding to FEMA. FEMA has final approval for activity eligibility and funding. D. The State has established priorities to accept subapplications from subapplicants statewide, including state agencies, tribal governments, local governments, and private non -profits. E. In 2017, the State issued five (5) emergency declarations due to storms, wildfires and debris flows from areas affected by the wildfires. Two (2) of Resolution No. 2018-xxx Page 1 of 3 55B-5 those emergency declarations included damage to areas in Orange County. F. The City of Santa Ana intends to apply for HMGP funding made available due to these disaster declarations. The City intends to use the grant funds to hire a contractor to draft a Hazard Mitigation Plan for the City. Section 2. The City Council of the City of Santa Ana hereby authorizes the City Manager and Chief of Police, or their designee, on terms acceptable to the City Attorney, to complete and submit the requisite subapplications to compete for HMGP funds. Should the subapplication be accepted, and grant funds are awarded to the City, the Council hereby authorizes the City Manager and Chief of Police, or their designee, on terms acceptable to the City Attorney, to engage a contractor based on the awarded grant funds. Should any additional City monies be required to engage a contractor, the agreement shall be subject to approval by the City Council 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 21 st day of August, 2018. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ta ra osia Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Miguel A. Pulido Mayor Resolution No. 2018-xxx Page 2 of 3 55B-6 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2018-xxx to be the original resolution adopted by the City Council of the City of Santa Ana on August 21, 2018. Date: Clerk of the Council City of Santa Ana Resolution No. 2018-xxx Page 3 of 3 55B-7 55B-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: ADOPT RESOLUTION DECLARING A SHELTER CRISIS TO BE ELIGIBLE FOR STATE ONE-TIME HOMELESS EMERGENCY AID PROGRAM GRANT FUNDS (STRATEGIC PLAN NOS. 1,6; 5,4; 5,6) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt Resolution declaring a Shelter Crisis for the City of Santa Ana in accordance with Government Code Sections 8698, et seq. to be eligible for State one-time Homeless Emergency Aid Program grant funds. DISCUSSION The Governor's FY 2018-2019 May Revision, released on May 11, 2018, includes $350 million in State General Fund monies for emergency homeless aid one-time block grants to cities and counties via the Continuum of Care (CoC) and $150 million direct allocation to cities participating in the Big 11, to address homelessness through construction or operation of emergency shelters, rapid rehousing, emergency housing vouchers, use of armories to provide temporary shelters, among other activities. Eligibility requirement for funding mandates that cities and counties participating in the CoC must declare a Shelter Crisis pursuant to Government Code Section 8698.2(a)(1), in addition to demonstrating city and county collaboration. The HEAP grant application will be received through an online portal with supporting attachments submitted via email. There are separate applications for the CoC's and large cities. The applicant must submit with the application proof that a resolution declaring a shelter crisis has been approved. The submitting entity must demonstrate coordination with stakeholders, homeless services and housing providers, law enforcement, and homeless advocates. CoC's and large cities must demonstrate that a local collaborative including letters of support, adopted homeless plan, adopted budget and participation from homeless task force meetings with a wide range of consulted participants. 55C-1 Resolution — Declaring a Shelter Crisis to be Eligible for State one-time HEAP Grant funds August 21, 2018 Page 2 The California Homeless Coordinating and Financing Council will provide program guidance, timeline and technical assistance on sample applications and instructions in the month of August 2018, to prepare for applicants for the first round of Notice of Funding Availability that will be released on September 5, 2018. Round 2 is planned for release on February 2019. The State has estimated that Santa Ana will receive approximately $3.5 to $3.7 Million during the standard distribution of funds beginning in April 2019. The HEAP statute mandates that 50 percent of the awarded funds must be contractually obligated by January 1, 2020 and that 100 percent of the funds must be expended by June 30, 2021. Administrative costs are capped at 5% of the funds. Additionally, the HEAP statue requires a minimum investment of 5% of all awards set aside for emergency assistance for homeless youth. The City of Santa Ana is currently experiencing a homeless crisis as one of the most urgent issues concerning public health and safety. Specifically, the City finds that a significant number of persons within the City are without the ability to obtain shelter, and that the situation has resulted in a threat to public health and safety. As the County seat, Santa Ana has experienced the overwhelming impact of homelessness from the entire County of Orange. According to the 2017 point -in -time homeless count, the City accommodates over 13 times its fair share of the unsheltered homeless population, nearly seven times its fair share of the sheltered population, and in total, carries 22 times the portion of the homeless population of other cities in the County. Santa Ana has been addressing homelessness for several years using Emergency Solutions Grants (ESG) to fund non-profit service providers. It is estimated that Santa Ana spends approximately $17.4 million per year to address homelessness related issues which includes public safety (Police and medic services), Quality of Life Team (QOLT), Homeless Evaluation Assessment Response Team (HEART), maintenance of public right away and public facilities, street outreach, and administrative support services. In addition, Santa Ana hired a Homeless Services Manager dedicated to coordinating collaborative efforts with City and County stakeholders, enhance affordable housing and permanent supportive housing, and coordination of services and resources as a lead City within the Central Service Planning Area (SPA). Eligibility to receive one-time Homeless Emergency Aid Program (HEAP) grant funds is contingent on the City declaring a Shelter Crisis. Staff recommends adoption of the Shelter Crisis Resolution which will position the City to receive an estimated $3.5 to $3.7 million in one-time HEAP grant funds to address the unsheltered homeless population. STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal # 1 — Community Safety, Objective # 6 (enhance Public Safety Integration, communication and community outreach); Goal # 5- Community Health, Livability, Engagement & Sustainability, Objective # 4 (Support neighborhood vitality and livability) and # 6 (Focus projects and programs on improving the health and wellness of all residents). 55C-2 Resolution — Declaring a Shelter Crisis to be Eligible for State one-time HEAP Grant funds August 21, 2018 Page 3 FISCAL IMPACT There is no fiscal impact associated with this action. Upon award and receipt of HEAP grant funding, staff will bring forward for City Council consideration an appropriation adjustment to recognize and appropriate funds. Steven A. Mendoza Robert C. Corte Executive Director Deputy City M Community Development Agency City Manager's Office Exhibits: 1. Resolution Declaring Shelter Crisis 2. HEAP Overview Program Guidance 55C-3 55C-4 RESOLUTION NO. 2018- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING A SHELTER CRISIS RELATED TO HOMELESSNESS IN THE CITY OF SANTA ANA 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. California Governor Jerry Brown, and the members of the California Legislature, have recognized the urgent and immediate need for funding at the local level to combat homelessness. B. The Governor and Legislature have provided funding to local governments under the Homeless Emergency Aid Program as part of SB 850 and the 2018-2019 Budget Act (Chapter 48, Statues of 2018). C. The Governor and Legislature require jurisdictions seeking an allocation through the Homeless Emergency Aid Program to declare a Shelter Crisis pursuant to Government Code section 8698.2. D. The City of Santa Ana has developed a homelessness plan and undertaken multiple efforts at the local level to combat homelessness. E. The City of Santa Ana is currently experiencing a homeless crisis as one of the most urgent issues concerning public health and safety, wherein the City became the first City in the County of Orange to pass a Resolution declaring a Public Health and Safety Crisis related to homelessness in September 2017 (Santa Ana Resolution No. 2016-073). F. As the County seat, the City has experienced the overwhelming impact of homelessness from the entire County of Orange. According to the 2017 Orange County point -in -time homeless count, the City had 466 unsheltered homeless individuals, and the City accommodates over 13 times its fair share of the unsheltered homeless population, nearly seven times its fair share of the sheltered population, and in total, carries 22 times the portion of the homeless population of other cities in the County. G. The City of Santa Ana finds that the unsheltered number of homeless is significant, and these persons are without the ability to obtain shelter. H. In September 2017, the Santa Ana City Council approved the Homeless Prevention, Intervention and Mitigation Plan to address homelessness and the impact of Resolution No. 2018- Page 1 of 5 55C-5 homelessness on Santa Ana residents including investments in four sections: law enforcement; affordable housing; outreach and case management; and, coordination of additional resources and services. I. The City continues to fund Emergency Solutions Gants (ESG) to non-profit providers supporting the work of street outreach, emergency shelter, rapid rehousing and homeless prevention, wherein the City has administered $429,526 in total ESG dollars for fiscal year 2017-2018. J. In January 2018, the City created the Quality of Life Team (QOLT), consisting of multi -disciplinary members of city departments comprised of the Public Works Agency, the Community Development Agency, Community Preservation, the City Attorney's Office, the City Manager's Office and outreach works from the County of Orange Mental Health to model a field based team to implement a coordinated response to requests for services by the community due to impacts of homelessness and health and safety concerns. K. The QOLT team has contacted 1,370 homeless individuals, responded to 847 locations, addressed 929 number of encampments, stored 69 homeless individual's property, disposed of 533 shopping carts, disposed of 231 tons of trash and debris, and has assisted 176 private properties from January 2018 to July 2018. L. In March 2018, the City completed the 2018 Homeless Draft Plan, outlining the City's current plan and recommendations to address homelessness, including: addressing housing needs; outreach and supportive services; strategic planning and policy development; and, active regional coordination and collaboration with agencies, neighboring communities, faith based organizations, the County of Orange, and the other 33 cities within the County. M. In April 2018, the City conducted a Citywide Point -in -Time Count, and found that over 50% of the population arrived in Santa Ana from other parts of Orange County, creating a 121 % increase from last year's homeless count and further validating the City being negatively impacted by the County's clearance of the Flood Control Chanel in March 2018. N. The 2018 Point -In -Time count also indicated that Santa Ana is home to an estimated 587 sheltered homeless and 1030 unsheltered homeless, for a total estimated homeless population of 1617, including individuals, youth and families, and that 82% of the unsheltered population reported chronic homelessness and over 30% reported mental health disability, medical health disability, substance abuse, and domestic violence as barriers to attaining housing on their own. 0. In April 2018, the City, in collaboration with the Santa Ana Police Department and the County of Orange health Care Agency, completed assessment of the Civic Center Plaza of the Flags, offering services to 234 individuals, of which 135 declined services. Resolution No. 2018- Page 2 of 5 55C-6 P. In April 2018, the City, in collaboration with the County and other cities, submitted a letter to Governor Jerry Brown and the California National Guard to extend the Cold Weather Armory for an additional three months due to the overwhelming unsheltered homeless population. Q. In May 2018, the City Public Works Agency staff and QOLT partook in a two-day intensive cleanup effort of the Santiago Creek, removing 14 truckloads of debris, 50 hypodermic needles, and encountering 20 homeless individuals. R. In June 2018, the City submitted a letter to the California Department of Public Health strongly opposing the approval of the Orange County Mobile Needle Exchange to operate in Santa Ana due to the public health risk caused by lack of appropriate monitoring of discarding needles, and provided over 100 pages of narrative and pictures of uncapped dirty needles found near schools, libraries, businesses and residential areas compiled from 2017 to present. S. In July 2018, the Fullerton and Santa Ana Cold Weather Armories closed, creating greater impact of unsheltered homeless individuals in the City of Santa Ana. T. The County of Orange lacks sufficient emergency shelter facilities to provide safe shelter to the homeless unsheltered population. U. The County of Orange has the largest low barrier homeless shelter in the City of Santa Ana called "the Courtyard." The County also has the largest multiservice center for the homeless and mentally ill in the City of Santa Ana, called "MHA." The County also has the only Crisis Stabilization unit, a facility to evaluate 72-hour psychiatric holds, in the City of Santa Ana. V. Homeless encampments are prevalent throughout the City, exposing individuals experiencing homelessness to hazardous elements, including severe weather, traffic, crime, communicable diseases, lack of sanitation, injury, risk of death and other conditions that are detrimental to health and safety. W. The impact of homeless individuals lodging in public parks, railroads, parking lots, sidewalks, near schools, businesses, churches, senior centers, and libraries, has an adverse effect on the City and its resources, including the use and enjoyment of these public spaces by the public at -large. X. Such overnight lodging in residential zones also has an adverse effect on the health and safety of the residents in the City's communities, including the Delhi Center, Floral Park, and Santiago neighborhoods, among several others. Y. The Governor's FY 2018-2019 May Revision, released on May 11, 2018, includes $350 million in State General Fund monies for emergency homeless aid one- time block grants to cities and counties via the Continuum of Care (CoC), and $150 million Resolution No. 2018- Page 3 of 5 55C-7 in direct allocation to cities participating in the Big 11, to address homelessness through construction or operation of emergency shelters, rapid rehousing, emergency housing vouchers, and use of armories to provide temporary shelters, among other activities. Z. Eligibility requirements for funding mandate that cities and counties participating in the CoC must declare a Shelter Crisis pursuant to Government Code Section 8698, et seq., in addition to demonstrating city and county collaboration. Section 2. The City Council hereby finds and adopts the recitals above as findings and determinations. Section 3. The City Council hereby finds and declares the existence of a shelter crisis in the City of Santa Ana pursuant to and in accordance with the provisions of Government Code section 8698.2(a)(1) because a significant number of persons in the City are without the ability to obtain shelter, resulting in a threat to the health and safety of those persons. Section 4. In accordance with this declaration of a shelter crises, the City Council hereby authorizes the City's participation in the Homeless Emergency Aid Program. Section 5. The City Council herby finds that the activities described in this resolution are not a project as defined in California Environmental Quality Act (CEQA) section 15378 and, therefore, are not subject to CEQA pursuant to section 15060(c)(3) of the State CEQA Guidelines. Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution No. 2018- Page 4 of 5 55C-8 ADOPTED this day of 2018 Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Ry O. 14odge 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 the attached Resolution No. 2018-_ to be the original Resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 2018- Page 5 of 5 Maria D. Huizar Clerk of the Council City of Santa Ana 55C-9 55C-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: ADOPT A RESOLUTION FOR CONTINUATION OF PARTIALLY PAID TEMPORARY MILITARY LEAVE OF ABSENCE FOR CITY EMPLOYEES CALLED TO ACTIVE DUTY WITH THE ARMED FORCES AND CONTINUATION OF BENEFITS FOR EMPLOYEES AND THEIR ELIGIBLE DEPENDENTS. (STRATEGIC PLAN NO. 7) Cl ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the City Manager to continue to provide additional partially -paid temporary military leave of absence and benefits for City employees and their eligible dependents called to active duty with the armed forces. DISCUSSION On October 1, 2001, the Santa Ana City Council adopted Resolution No. 2001-065, providing for additional partially -paid temporary military leave of absence for full-time officers or employees of the City, with at least one (1) year of employment, called to active military service with the Armed Forces of the United States in connection with the then -current military crisis, and for continuation of employee and their eligible dependent's benefits. That Resolution also provided that its terms would expire unless extended by further action of the City Council. The pay and benefits authorized by Resolution No. 2001-065 inadvertently expired as of June 30, 2017. The proposed Resolution would help full-time employees and their families with financial hardships resulting from being called to active duty for more than thirty (30) continuous days in a calendar year. Additionally, this Resolution would continue in the spirit of the commitments made to full-time employees and to affirm payments of those benefits to affected employees for July 1, 2017 until March 31, 2019, unless extended by further action of the City Council or otherwise by law. This will allow sufficient time for the Executive Director of Human Resources to meet and discuss with the unions proposed changes to the program after the expiration of the resolution. 55D-1 Provide Temporary Military Active Duty Partial Pay and Benefits August 21, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 — Team Santa Ana, Objective #6. Provide a positive workplace environment that supports the health of its employees and celebrates its success and Goals. FISCAL IMPACT Funds will be budgeted and made available for FY2017-18 and FY2018-19 in the various affected departmental salary and benefit accounts (61000 through 61180). Steven V. m Executive Di ctor APPROVED AS TO FUNDS AND ACCOUNTS: Sergio Vidal 37A Assistant Director Human Resources Department Finance and Management Services Agency Exhibit: Military Leave Resolution 2018-XX 55D-2 RESOLUTION NO. 2018-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA PROVIDING FOR CONTINUATION OF PARTIALLY PAID TEMPORARY MILITARY LEAVE OF ABSENCE FOR CITY EMPLOYEES CALLED TO ACTIVE DUTY WITH THE ARMED FORCES AND CONTINUATION OF BENEFITS FOR EMPLOYEE AND THEIR ELIGIBLE DEPENDENTS. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. On October 1, 2001, the City Council of the City of Santa Ana adopted Resolution No. 2001-065 which provided for an additional partially -paid temporary military leave of absence for each full-time officer or employee of the City, with at least one year of City employment, who had been called to active military service with the Armed Forces of the United States in connection with the then ongoing military crisis. That Resolution has been extended yearly since its initial adoption in 2001. B. The pay and benefits authorized by Resolution No. 2001-065 inadvertently expired as of June 30, 2017. C. It is the intention of the City Council to continue to help City employees and their families with financial hardships resulting from being called to active duty for more than thirty (30) continuous days in connection with continuing military commitments and to affirm payments of those benefits to affected employees for July 1, 2017 to the date this Resolution is approved. D. Section 9-144 of the Santa Ana Municipal Code ("SAMC") grants members of the reserve forces of the United States, or the National Guard, temporary leave with pay not to exceed thirty (30) calendar days in each calendar year after one year of service with the City, upon proof of orders to and from such temporary active duty, also required by the California Military and Veteran's Code section 395.02. E. However, the normal tour of duty to which a reservist may be ordered to serve, without congressional action, is normally six (6) consecutive months. F. Several City employees are currently reservists on active military service. 2018-XXX Page 1 of 3 55D-3 Section 2: Partial Pay, Benefit Allowances and Group Benefit Coverage for City Officers and Employees on Long -Term Active Military Service. A. In addition to the fully paid military leave provided by Section 9-144 of the SAMC, each full-time officer or employee of the City, with at least one (1) year of service with the City, who is called to active military service with the Armed Forces of the United States in connection with the current military crisis shall be entitled to military leave with partial pay for the period of his or her absence from City employment while on military service in excess of the period covered by Section 9-144, upon presenting satisfactory proof of orders to and from such temporary active duties. B. The amount of pay that each employee shall be entitled to receive from the City for the employee's additional period of military leave shall be the difference between the military gross pay and allowances actually received by the officer or employee from the United States for such service and the regular base pay, plus regular pay additives that said employee would have received from the City of Santa Ana if he or she would not have been called to active military duty, subject to all regularly required and voluntary deductions and withholdings. C. For each full-time officer or employee of the City who has already been or will be called to active military service with the Armed Forces of the United States in connection with the current military crisis, the City shall also provide continued health and dental benefits to the employee and the employee's eligible dependents or, for the employee's represented by the Santa Ana Police Officer's Association ("SAPOA"), the City will contribute to the SAPOA that portion of the City's current contribution to the SAPOA designated specifically towards payment of premiums for, health, dental and long-term disability insurance plans administered by the Association for the benefit of the employees represented by the Association, as described in Section 12.0 of the current SAPOA Memorandum of Understanding. Section 4: The City shall not pay any wage or benefit provided for in this Resolution until and unless the officer or employee who requests such payment provides satisfactory proof such as a copy of military orders and documentation of eligibility to receive payment in accordance with procedures established by the City Manager or his or her designee. Section 5: This Resolution, and the pay and benefits authorized herein, shall terminate and be of no further force or effect on midnight, March 31, 2019, unless extended by further action of the City Council or otherwise required by law. 2018-XXX Page 2 of 3 55D-4 ADOPTED this 215t day of August, 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Laura A. Rossini Senior 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 the attached Resolution No. 2018-_ to be the original resolution adopted by the City Council of the City of Santa Ana on August 21, 2018. Date: 2018-XXX Page 3 of 3 Clerk of the Council City of Santa Ana 55D-5 55D-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: PUBLIC HEARING — ORDINANCE IMPLEMENTING EXPEDITED STREAMLINED ELECTRIC VEHICLE CHARGING STATIONS PERMITTING PROCESS (STRATEGIC PLAN NO. 3, 3; 5,2) CI MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 r Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution . ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Adopt an ordinance amending Chapter 8 of the Santa Ana Municipal Code regarding streamlined permitting process for electric vehicle charging stations to be in compliance with California Assembly Bill 1236 (AB1236). DISCUSSON In 2015, Assembly Bill 1236 (AB1236) amended the California Government Code (Section 65850.7) by declaring electric vehicle charging stations a matter of statewide concern. AB1236 mandated all cities in the State of California to adopt consistent statewide standards with a goal of achieving the timely and cost-effective installations of electric vehicle charging stations, removing regulatory obstacles, and minimizing costs to encourage the widespread use of such charging stations. The Planning and Building Agency's current solar streamlining process, including expedited plan review and permitting for solar energy systems, has been very successful, as implemented in compliance with AB2188 and AB1414. With the proposed implementation of AB1236, the integration of additional streamlining elements for electrical vehicle charging stations will further the City's goals of continuing to support and inspire energy efficient and cost-effective conservation alternatives. The proposed Ordinance will amend Chapter 8, Article XVII, of the Santa Ana Municipal Code, to include: new definitions, directing the City's Building Official to develop consistent expediting processes including a checklist of requirements associated with electric vehicle charging stations, requiring specific standards and compliance with all life -safety requirements, establishing for the acceptance and approval of applications electronically, and authorizing the City's Building Official to administratively approve an application to install electric vehicle charging stations through the issuance of a building permit. 75A-1 Electric Vehicle Streamlining Process August 21, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 Economic Development, Objective #3 (Promote a solutions -based customer focus in all efforts to facilitate development and investment in the community); and Goal #5 Community Health, Livability, Engagement and Sustainability, Objective #2 (Expand opportunities for conservation and environmental sustainability). FISCAL IMPACT There is no fiscal impact associated with this action. Minh Thai Executive Director Planning and Building Agency PUrb SAFCAM-21-181PI3A RFCA EV Streamlining AB1236 Exhibit: 1. Ordinance 75A-2 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, ADDING A NEW ARTICLE XVII TO CHAPTER 8 OF THE SANTA ANA MUNICIPAL CODE TO PROVIDE AN EXPEDITED, STREAMLINED PERMITTING PROCESS FOR ELECTRIC VEHICLE CHARGING STATIONS WHEREAS, the City Council of the City of Santa Ana seeks to implement Assembly Bill 1236 (Chapter 598, Statutes 2015) through the creation of an expedited, streamlined permitting process for electric vehicle charging stations; and WHEREAS, the City Council wishes to encourage the installation of electric vehicle charging stations by all of its residents and businesses; and WHEREAS, it is in the interest of the health, safety, and welfare of the residents and businesses of the City to provide an expedited permitting process for electric vehicle charging stations to assure the effective deployment of electric vehicle charging stations technology, in accordance with the requirements of Assembly Bill 1236. NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED, AND ORDAINED by the City Council of the City of Santa Ana, as follows: Section 1. Findincs. The above recitals are true and correct and are incorporated herein by this reference. Section 2. Article XVII is added to Chapter 8 of the City of Santa Ana Municipal Code to read in its entirety as follows: "ARTICLE XVII. ELECTRIC VEHICLE CHARGING STATIONS" 8-2901 Applicability and Purpose 8-2902 Electric Vehicle Charging Stations Requirements 8-2903 Duties of the Building Department 8-2904 Expedited Permit Review and Inspection Requirements Sec. 8-2901. Applicability and Purpose. This Article applies to the permitting of all electric vehicle charging stations in the City. Electric vehicle charging stations legally established or permitted prior to the effective date of this Article are not subject to the requirements of this Article unless physical modifications or alterations are undertaken that materially change the size, type, or components of the electric vehicle charging station in such a way as to require new permitting. Routine operation and maintenance or like -kind replacements shall not require a permit. 75A-3 Sec. 8-2902. Electric Vehicle Charging Station Requirements. (a) "Electric vehicle charging station" or "charging station" means all of the following: (1) Any level of electric vehicle supply equipment station; (2) Is designed and built in compliance with Article 625 of the California Electrical Code; (3) Delivers electricity from a source outside an electric vehicle into a plug-in electric vehicle; (4) Conforms to all applicable state fire, structural, electrical, and other building codes as adopted or amended by the City, and all state and City health and safety standards. (b) An electric vehicle charging station shall meet all applicable safety and performance standards established by the California Electrical Code, the Society of Automotive Engineers, the National Electrical Manufacturers Association, and accredited testing laboratories such as Underwriters Laboratories and, where applicable, rules of the Public Utilities Commission regarding safety and reliability. Sec. 8-2903. Duties of the Building Department. (a) A checklist and required permitting documentation of all requirements with which electric vehicle charging stations shall comply to be eligible for expedited review and all documents required for the submission of an expedited electric vehicle charging station shall be published on the City's publicly accessible Internet Web site. (b) Electronic submittal of the required permit application and documents via email, or facsimile shall be made available to all electric vehicle charging station permit applicants. Web site applications may be allowed at such time in the future that the technology is made available by the City. (c) An applicant's electronic signature shall be accepted on all forms, applications, and other documents in lieu of a wet signature. (d) The Building Department shall adopt a checklist and required permitting documentation of all requirements with which electric vehicle charging stations shall comply to be eligible for expedited review. (e) The checklist and required permitting documentation of all requirements with which electric vehicle charging stations may refer to the recommendations contained in the most current version of Infrastructure Permitting Checklist" of the California: Community Readiness Guidebook" Office of Planning and Research. the "Plug -In Electric Vehicle "Zero -Emission Vehicles in published by the Governor's 75A-4 Sec. 8.2904. Expedited Permit Review and Inspection Requirements. (a) The Building Department shall adopt an administrative, nondiscretionary review process to expedite the approval of electric vehicle charging stations applications within thirty (30) days of the adoption of this Article. (b) An application for electric vehicle charging stations that meets the requirements of the checklist and required permitting documentation of all requirements shall be deemed complete, and the Building Department shall issue a building permit or other non -discretionary permit at an expedited rate. (c) Review of the application shall be limited to the Building Department's review of whether the applicant meets local, state and federal health and safety requirements. (d) If an application for electric vehicle charging station is deemed incomplete, a written correction notice detailing all deficiencies in the application and any additional information or documentation required to be eligible for expedited permitting shall be provided to the applicant for resubmission. (e) At the time of the adoption of this Article, the City does not have the technical capability to accept electronic signatures, therefore, acceptance of an electronic signature is not required. (f) Inspections shall be required and performed by the Building Department for electric vehicle charging stations. (g) The inspection shall be done in an efficient inspection process, in a timely manner, and should include consolidated inspections; inspection measures taken should be consistent with safety requirements to ensure that the electric vehicle charging stations are properly installed. (h) If an electric vehicle charging station fails inspection, a subsequent inspection is authorized, but need not conform to the requirements of this Article. Section 3. CEQA. This Ordinance does not commit the City to any action that may have a significant effect on the environment. As a result, such action does not constitute a project subject to the requirements of the California Environmental Quality Act. Section 4. Effective Date. This Ordinance shall become effective thirty (30) days following its second reading and adoption. Section 5. Severability. 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. 75A-5 ADOPTED this _day of .2018. Miguel A. Pulido Mayor APPROVED AS TO FORM Sonia R. Carvalho, City Attorney By: Lisa Storck 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 Ordinance No. NS- 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 75A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: PUBLIC HEARING — SUBSEQUENT ENVIRONMENTAL IMPACT REPORT NO. 2018-15 (SCH NO. 2006031041), GENERAL PLAN AMENDMENT NO.2018-03, AMENDMENT APPLICATION NO. 2018-06, AND ZONING ORDINANCE AMENDMENT NO.2018-03 TO EXPAND AND AMEND THE METRO EAST MIXED USE OVERLAY ZONE - CITY OF SANTA ANA, APPLICANT {STRATEGIC PLAN NOS. 3, 2; 5, 3; 5,41 RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on Is' Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution certifying the Final Subsequent Environmental Impact Report (SCH No. 2006031041) for the Metro East Mixed Use Overlay Zone, make findings pursuant to the California Environmental Quality Act, adopt the Mitigation Monitoring and Reporting Program, and adopt a Statement of Overriding Considerations. 2. Adopt a resolution approving General Plan Amendment No. 2018-03. 3. Adopt an ordinance approving Amendment Application No. 2018-06. 4. Adopt an ordinance approving Zoning Ordinance Amendment No. 2018-03. PLANNING COMMISSION ACTION At its regular meeting on July 23, 2018, the Planning Commission by a vote of 4:0 (Alderete, Contreras -Leo and Verino absent) recommended that the City Council adopt General Plan Amendment No. 2018-03; adopt Amendment Application No. 2018-06; and adopt Zoning Ordinance Amendment No. 2018-03 for the MEMU expansion and amendments project. The Planning Commission reviewed the Draft Subsequent Environmental Impact Report (SEIR) and considered the document and its findings in making the recommendation on these entitlements. The Planning Commission made no changes to the recommended actions outlined in the attached staff report (Exhibit A). DISCUSSION The MEMU Overlay Zone expansion and amendment project will extend the MEMU overlay zone west along First Street to Grand Avenue and will reclassify certain land use districts and amend certain development standards. Details on the land use changes and amendments to the 75B-1 GPA No. 2018-03, AA No. 2018-06, and ZOA No. 2018-03 Expand and Amend the MEMU Overlay Zone August 21, 2018 Page 2 development standards are provided in the attached Planning Commission staff report. The Draft SEIR also evaluates the environmental impacts of the Elan development project, a mixed -use development project consisting of 603 residential and shopkeeper (live/work) units, and up to 19,700 square feet of commercial area. The Elan project will be considered by the Planning Commission at a future date and will be the first project to be considered under the new development standards in the expanded area. The MEMU Overlay Zone expansion and amendment project will apply the MEMU (OZ-1) designation to properties along First Street between Grand Avenue and the Santa Ana (1-5) Freeway, and Elk Street and Lyon Avenue between First Street and Chestnut Avenue. The expansion area, approximately 33 acres in size, currently includes a mixture of commercial and multiple -family land uses, as well as a handful of vacant parcels and one affordable housing community that is under construction. Extending the MEMU Overlay Zone to these parcels will maintain their existing zoning designations but will apply the OZ-1 designation. The OZ-1 designation will allow property owners to maintain current developments without rendering existing sites legal -nonconforming, but will also add a layer of additional development opportunities should the property owners elect to develop a mixed -use project permitted by the MEMU Overlay Zone. 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); and Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT There is no fiscal impact associated with this action. �d _WY. Minh Thai Executive Director Planning and Building Agency AP:rb S:RFCA\08-21-18\PBA MEMU RFCA 8-21-18 Exhibits: A. Planning Commission Staff Report B. Final Subsequent Environmental Impact Report (SEIR) C. Resolution D. Ordinance 75B-2 REQUEST FOR Planning Commission Action 03TklklpLp� JULY 23, 2018 MEETING DATE: TITLE: i PUBLIC HEARING —SUBSEQUENT ENVIRONMENTAL IMPACT REPORT NO.2018-15 (SCH NO.2006031041), GENERAL PLAN AMENDMENT NO.2018-03, AMENDMENT APPLICATION NO 2 2018-06, AND ZONING ORDINANCE AMENDMENT NO.201`8-03 TO EXPAND AND AMEND THE METRO EAST MIXED USE OVERLAY ZONE,. AND SITE PLAN REVIEW NO.2018-02 FOR THE ELAN MIXED -USE PROJECT - CITY OF SANTA ANA AND WERMERS PROPERTIES, APPLICANTS (STRATEGIC PLAN NOS. 3, 2; 5, 3; 5,4) Prepared by Ali Pezeshkpour PLANNING COMMISSION SECRETARY APPROVED As Recommended ❑ As Amended ❑ Set Public. Hearing_ For DENIED ❑ Applicanfs Request ❑ Staff Recommendation CONTINUED TO iil/O7 Executive Director_ Planning Manag r RECOMMENDED ACTION Metro East Mixed Use Overlay Zone Expansion and Amendments Project Recommend that the City Council: Certify the Subsequent Environmental Impact Report (SCH No. 2006031041) for the Metro East Mixed Use Overlay Zone and Elan projects, make findings pursuant to the California Environmental Quality Act, adopt the Mitigation Monitoring and Reporting Program, and adopt a Statement of Overriding Considerations; 2. Adopt General Plan Amendment No. 2018-03; 3. Adopt Amendment Application No. 2018-06; and 4. Adopt Zoning Ordinance Amendment No. 2018-03. Elan Mixed -Use Project Direct staff to prepare, and bring back for consideration at a future meeting, a Resolution of the Planning Commission adopting Site Plan Review No. 2018-02 for the Elan mixed -use development project at 1660 East First Street, contingent upon the City Council taking final action on the Subsequent Environmental Impact Report, General Plan Amendment, Amendment Application, and Zoning Ordinance Amendment referenced above. EXHIBIT A 75B-3 GPA No. 2018-3, AA No.2018-6, ZOA No.:2018_-3, and SPR No..2018-02 Metro East,Mixed Use (MEMU) Overlay Zone and Elan projects July 23,,,2018 Page 2 Executive Summa The City of Santa Ana is requesting approval of several actions in order to expand and amend the Metro East Mixed Use (MEMU) Overlay Zone (OZ-1), a document originally adopted by the City in 2007. Specifically, the City is requesting approval of a general plan amendment to modify the general plan land use designation of parcels within the corridor, an amendment application (zone change) to add the OZ-1 designation to affected properties and reclassify others in the existing MEMU area, and a zoning ordinance amendment to update .various sections of the existing MEMU document to amend development standards: In addition to the'MEMU actions, Wermers Properties is requesting approval of a site plan review application to allow the Elan mixed -use development project at 1660 East First Street. Staff is recommending approval of the projects to create additional market -driven development opportunities in the existing MEMU area and in the expansion area. A Draft Subsequent Environmental Impact Report (SEIR) has been prepared to review the environmental impacts_ resulting from implementation of MEMU expansion and the Elan Mixed Use Project. Project Background The MEMU Overlay Zone was adopted in 2007 to facilitate mixed -used development opportunities in a portion of the City between the Santa Ana (1-5) and Costa Mesa (SR-55) freeways centered on First and Fourth streets. A number of successful projects were developed or entitled as a result of the 2007 MEMU Overlay Zone adoption, including Lyon Communities' 264-unit mixed -use community as well as:the Madison (200 N. Cabrillo Park Drive), AMG Villa Court (2222 E. First Street) and AMG First Point (2110 and 2114 E. First Street). Encouraged by this success in 2016, the City Council directed staff to analyze opportunities to create additional areas for mixed use development by expanding the MEMU area to the east. In 2017, Wermers Properties proposed the Elan mixed -use community within the MEMU expansion, area. Technical studies prepared for the Elan project indicate that demolition of the now -vacant Elks Lodge'building on the project site would result in loss of an eligible (unlisted) historic resource, therefore requiring additional environmental analysis. An SEIR was identified as the appropriate environmental document for Elan because the original EIR did not address new information about the Elks Club building that is of substantial importance, which was not known at the time the previous EIR was certified as complete. Because the City was in the. process of reviewing Elan and expanding and amending the MEMU concurrently, the SEIR was drafted to address both Elan and the MEMU efforts in a single document that holistically analyzes both items. 75B-4 GPA No. 2018-3, AA No2018-6, ZOA No.'2018-3, and SPR No. 2018-02 Metro East Mixed Use (MEMU) Overlay Zone and Elan projects July 23, 2018 Page 3 Project Descriation and Analvsis:'MEMU and Elan The MEMU Overlay Zone expansion and amendment project•will extend the MEMU overlay zone west along First Street to Grand Avenue and will reclassify certain land use districts and amend certain development standards. The project also includes Elan, a mixed -use development project consisting of 603 residential and live/work units and 8,530 square feet of commercial area. MEMU Expansion and Amendments The MEMU Overlay Zone expansion and amendment project will apply the MEMU (OZ-1) designation to 52 parcels and increase its size by approximately 33 acres. The expansion area currently includes a mixture of commercial and multiple -family land uses, as well. as a handful of vacant parcels and one affordable housing community that is under construction. Extending the MEMU Overlay Zone to these parcels will maintain their existing zoning designations but will apply the OZ-1 designation. The OZ-1 designation will allow property owners to maintain current developments without rendering existing sites legal -nonconforming, but will also add a layer of additional development opportunities should the property owners elect to develop a mixed -use project permitted by the MEMU Overlay Zone. The MEMU Overlay Zone expansion and amendment project requires approval of: General Plan Amendment. Components of the General Plan must be amended to ensure consistency with the MEMU expansion and amendments project and the Elan project. Amendments include updates to the Land Use and Urban Design elements' maps, figures, and buildout assumptions to reflect the MEMU expansion and account for the new Urban Neighborhood and District Center land use designations. The amendments will also be consistent with the 2014 Housing Element. Amendment Application. Changing the existing MEMU map and boundaries requires an amendment application (zone change). The proposed MEMU Overlay Zone expansion area was refined based on community feedback, staff review, and environmental analyses. The boundaries exclude established single-family neighborhoods and properties with historic designations primarily found near Fourth Street. Zoning Ordinance Amendment. Changes to the MEMU text require a zoning ordinance amendment to change the development standards and permitted land uses in the MEMU Overlay Zone. The MEMU Overlay Zone expansion maintain the current caps of 5,551 potential new residential units and a potential net increase of approximately 963,000 square feet of commercial space and 69000 square feet of office space that were analyzed and approved in the original EIR and MEMU Overlay District adopted in 2007. The expansion will allow these development potentials to be spread over a larger area within the existing and proposed MEMU Overlay Zone boundaries. 75B-5 GPA No. 2018-3, AA No.2018-6, ZOA No. 2018-3, and SPR No. 2018102 Metro East Mixed Use e (MEMU) Overlay Zone and Elan projects July 23, 2018 Page 4 In addition to expanding the MEMU Overlay Zone, the City proposes to amend the existing MEMU land use districts and development standards. These changes are described and analyzed in Table 1: Summary of MEMU Overlay Zone Amendments, below. Table t: S mary of MEMU Overlay Zone Amendments Amendment Issues and Impact Map. R6-designate northern Issue: Village Center and Neighborhood Transitional land use segments of the existing MEMU district boundaries bisect existing development sites in the northern Overlay Zone area as Village segment of the existing MEMU Overlay Zone area.. Center. Amendment Impact: Creates a uniform land use district in the northern segment of the existing MEMU Overlay Zone area without impacting sensitive land uses. Land Use. Allow multiple -family Issue: Multiple -family residential uses are prohibited within the residential uses as part of a mix Village Center land use district. use development. Amendment Impact: Creates additional opportunities for multiple - family development as part of a mixed -use project in a large portion of the existing'MEMU Overlay Zone area. Land Use. Allow religious Issue: Churches and other religious assemblies are not currently assembly in all land use districts identified as an allowable use in any MEMU land use district. subject to approval of a conditional use permit (CUP) Amendment Impact: Ensures that the City complies with current case law requiring religious assembly where other forms of community assembly are otherwise allowed Land Use. Amend the uses Issue: Non-residential uses allowed as part of a mixed -use permitted in each MEMU land development are restricted to a handful of business types in the use district to more closely match Neighborhood Transitional district. uses permitted in other form - based code areas in the City Amendment Impact: Creates greater opportunities for commercial uses to locate within mixed -use projects in the MEMU area and creates consistency between the MEMU, Harbor Plan, and Transit Zoning Code. New uses include eating establishments (cafes, restaurants), bakeries, retail and service uses, and allows products to be sold as an ancillary component of a professional business. 75B-6 GPA No. 2018-3, AA No.2018-6,, ZOA No. 2018-3, and SPR No. 2018-02 Metro East Mixed Use (MEMO) Overlay Zone and Elan projects July 23, 2018 Page 5 Table 1:,Summary of MEMU Overlay Zone Amendments Amendment Issues and.Im act Development Standard. Issue: Currently the MEMU requires 100 square feet of Reduce private/public open private/common open space required per unit in the Neighborhood space requirement to 90 square Transitional, Village Center, and Active Urban land use districts. In feet per unit. other City form -based codes the standard is 90 square feet per unit. Amendment Impact: Amends the MEMU open space standards to be consistent with other Santa Ana form -based code areas, including the Harbor Plan and Transit Zoning Code. Development Standard. Amend Issue: Building setbacks are prescribed depending on land use setback standards to be district and by yards (front, side, rear, etc.). Rear -yard setbacks for consistent with those contained in buildings over three and ten stories are 100 feet and 150 feet, the Harbor Plan, which prescribe respectively, resulting in disproportionately -large rear yard areas setbacks based on relation to the becoming undevelopable. street and surrounding land uses. Amendment Impact: Amends the MEMU setback standards to be consistent with the Harbor Plan. For developments adjacent to residential land uses, the property line setback proposed is 15 feet (up to the 2 d floor), 20 feet (up to the 6'h floor), and 30 feet Q1h floor and above). This amendment will reduce the number of variance and/or density bonus incentives/concessions and waiver requests. Development Standard. Amend Issue: Neighborhood Transitional and Office land use districts allow allowable height in the buildings up to 3 and 6 stories, respectively, which do not match Neighborhood Transitional and current market demands and increases in real estate values and Office land use districts to allow costs. buildings up to 4 and 10 stories, respectively. Amendment Impact: Amends building height standards to be consistent with other Santa Ana form -based code areas, including the Harbor Plan and Transit Zoning Code while respecting sensitive land uses that may be nearby. This amendment will reduce the number of variance and/or density bonus incentives/concessions and waiver requests. Elan Mixed -Use Development The SAMC and MEMU Overlay Zone require that the Planning Commission review a site plan review application for any project proposed within an overlay zone that is built to the overlay zone's standards. The Elan project site is currently Jlocated in the General Commercial (C-2) and Multiple -Family Residence (R-3) zoning districts. However, because the City is.proposing to apply the OZ-1 designation to the project site, Planning Commission approval of a site plan review application is required in order for the project to materialize. Staff will draft the Elan 75B-7 GPA No. 2018-3, AA No.2018-6, ZOA No. 2018-3, and SPR No. 2018-02 Metro East Mixed Use (MEMU) Overlay Zone and Elan projects July 23, 2018 Page 6 project's Site Plan Review (SPR) No. 2018-02 resolution if directed to do so by the Planning Commission. The City Council is not required to act on or review the Elan project's SPR application. The Elan project requires approval of a separate site plan review application by the Planning Commission. The project is described in Table 2: Elan Project Conformance .to Development Standards, below. Table 2: Elan Pro'ect"Conformance to Development Standards Standard or Item Conformance and Anal sis MEMU Land Use District and Complies. The Elan project contains a multiple -family component, a. Allowable Use. The Active commercial component, and seven live/work units. Urban (AU) land use district allows multiple -family residential as part of a mixed -use project. Number of Residential Units. Complies. Building —I will contain 310 residential units, including seven No density prescribed, live/work units. The unit mix consists of approximately 57-percent (177) studio and one -bedroom units and 43-percent (133) two- and three -bedroom units. Building 2 will contain 293 residential units. The unit mix consists of approximately 42-percent (123) studio and one - bedroom units and 58-percent (170) two- and three -bedroom units. Overall, the project will contain 49.6-percent one- and two -bedroom units, and 50.4-percent two- and three -bedroom units, satisfying the Housing Element's goals and policies of designing projects for a variety of housing types, including large families. Commercial Component. All Complies. The entire project frontage on First Street has been projects in the MEMU Overlay designed for commercial space. Elan will contain 8,530 square feet of Zone must be mixed -use, but no leasable commercial area, which could be nearly doubled to 16,338 minimum commercial square square feet if a second floor or mezzanine were constructed within footage is prescribed. the large -volume commercial space. The project has been conditioned to be designed and conditioned to maintain the flexibility to expand the commercial floor. The development will also contain seven live/work units. Combined,. the live/work units will contain 4,333 square feet of commercial square feet consisting of ground -floor shopkeeper units and upper - level residential/work areas. Overall, the project has the capacity of approximately 19,700 square feet of commercial area. 75B-8 GPA No. 2018-3, AA No.2018-6, ZOA No. 2018-3, and SPR No. 2018-02 Metro East Mixed :Use (MEMO) Overlay Zone and Elan projects July 23, 2018 Page 7 Table 2:'Elan Project Conformance to Development Standards Standard or Item Conformance and Analysis Stories. Developments in the Complies. The Elan project is comprised of two buildings, the first with Active Urban land use district seven stories and the second with five. The taller building with the must contain a minimum of 3 commercial uses is placed closer to First Street to maximize its street stories with no maximum. presence, visibility for commercial tenants, and to reduce impacts on lower -scale multiple -family structures toward the south and west of the project site. Minimum Site Area. Complies. The project site contains 6.38 acres. The large site size Developments in the Active provides an opportunity for greater publicly -accessible and private Urban land use district must open space on site, parking, and the proposed improvements to Elk, contain at least 1 acre. Lane. Permitted Frontage. Complies. Shopfront and forecourt provided. The shopfront design Developments in the Active maintains the commercial character of First Street, and the forecourt Urban land use district must designs elsewhere on site break up the building's massing and contain either forecourt, volume where it is adjacent to lower -scale multiple -family land uses. shopfront, gallery, or arcade frontage types. The entire frontage of the proposed project along First Street has been designed as a shopfront with commercial retail. In addition, the' northern half of Building 1's Lyon Street frontage is also dedicated to commercial use. Publicly -Accessible Open Complies. Publicly -accessible open space ranges from 18 percent' Space. Developments in the (Building 2 site) to 23 percent (Building 1 site). The publicly - Active Urban land use district accessible open space is at the project's ground -level, allowing must contain at least 15 percent access from the surrounding community into the heart of the of the total lot area as publicly- development. accessible open space. Private/Common Open Space. Complies. The project provides over 100 square feet of private open Private/Common open space for space per residential unit. Moreover, the project would continue to projects located in the Active comply with this requirement if the MEMU open space standards are Urban land use district must be amended. at least 100 square feet per unit. Building Setbacks. Complies, with MEMU amendments. The front setback -(First Street) Developments in the Active and side setback on Lyon Street comply. The Elk Lane side setback Urban land use district that exceeds the 10-foot maximum allowed, but this standard is proposed contain between 4 and 9 stories to be amended to allow additional setbacks if publicly -accessible must contain setbacks of 0-20 open space is provided in its place. Moreover, the building's rear feet (front), 0-10 feet (side), 100 setback (37 feet) -is proposed to be amended to more closely match. feet (rear). the standards contained in the Harbor Plan (minimum 5 feet). 75B-9 GPA No. 2018-3, AA No.2018-6, ZOA No. 2618-3, and SPR No. 2018-02 Metro -East Mixed Use (MEMU) Overlay Zone and Elan projects July 23, 2018 Page 8 Table 2: Elan Pro ect Conformance to Development Standards Standard or Item Conformance and Analysis Parking: Mixed -use Complies. 1,209 parking spaces provided (2.00 spaces per unit). The developments with less than 10 project has been designed to provide at least one parking space.per percent of gross floor area residential unit, and with dedicated commercial parking inside dedicated to commercial_ uses Building 1's parking structure. Finally, the street 'improvements' must contain 2.0 parking spaces surrounding the project site will maintain street parking for the per unit, with every unit allocated residents and surrounding community. at least one space. Driveway Width. Driveways'on Complies. The maximum width of any driveway leading into the development sites may be up to project site is 24 feet, enhancing the experience for pedestrians and 24 feet wide. cyclists in the area and reducing the impacts of vehicular movements onto surrounding streets. Building, Massing. Complies. The buildings feature multiple volumes and breaks Developments must contain a designed to reduce massing. These features allow the project to variety of massing, volume, and avoid a monotonous appearance and reduce its visual impact on the step -backs to increase building surrounding community. articulation. Courtyard Height -to -Width Complies. Ratios provided range from 1:1 or 1:2. Theratios Ratios. Courtyards must be ,generous maximize light and air in the ,courtyards, reducing the amount of designed with ratios of 2:1 shadow and creating a better experience for residents and guests (enclosed on four sides) or 3:1 using the open space areas on site. (open on one or more sides). Findings for Site Plan Review Complies. The Elan project is a mixed -use project that will materially Approval. MEMU Sec. 8.2, assist with activating a vacant parcel and vacant building. The project subsections a through d inclusive will introduce a mixed -use development that will activate its require findings to show that the surroundings with new commercial experiences, amenities, and a full development plan furthers the reconstruction of Elk Lane, which will enhance the sense of entry to MEMU objectives, meets the Santa Ana Zoo. The project has been carefully designed to development standards, is complement the zoo to the east and to minimize impacts on existing compatible with adjacent multiple -family residences to the south and west, through building development, and its land uses, articulation and step-downs in massing, through the screening of all site design, and operational plan parking and loading activities within the project site, and through are compatible and harmonious. construction of a limited number of driveways on Elk Lane and Lyon Street. Elan Site Planning, Architecture, Elk Lane Improvements, and Commercial Component The centerpiece Elan's onsite publicly -accessible open space is a large street -level courtyard between the two buildings on the project site. The courtyard will contain a large lawn, forest walk, pavilion, dog area, boardwalks, bike racks, and a drop-off area for the community and "public. The 75B-10 GPA No. 2018-3, AA No.2018-6, ZOA No. 2018-3, and SPR No. 2018-02 Metro East Mixed Use (MEMU) Overlay Zone and Elan projects July 23, 2018 Page 9 courtyard will be surrounded by an artist gallery, leasing office, and other community amenities. Additional open space on site will serve the residents and tenants within the community. Amenity rooms, decks and balconies, two pool areas and private courtyards, and view rooms will meet or exceed the, present and proposed (amended) MEMU standards. The project's landscape palette has been selected to match and complement the Santa Ana Zoo that lies to the east of the project site across Elk Lane. The project frontage will also be improved with unique lighting and street furniture to match the Santa Ana Zoo. The applicant has coordinated the landscape plan with -the Public Works and Parks, Recreation and Community Services agencies. Elan will feature a contemporary architectural style with Mid-century modem elements. Building materials are designed to mimic or complement the natural environment, with generous use of horizontal elements and carefully -placed vertical emphases, angles, metal brows; and fiber cement siding resembling wood, wood railings, glass, concrete, and cement blocks. The project's defining architectural features are the 24-fo6t high ceilings for the commercial component and the full - height illuminated Window Wall along First Street. All utilities, loading, and move -ins will be contained within the building, and all parking (subterranean or above -ground structure) will be concealed from view from both the public and from within the project. The contemporary style also incorporates influences commemorating the Elks Lodge and Saddleback Inn. As part of the project, the applicant has proposed a full reconstruction of Elk Lane between First Street and Chestnut Avenue. The improvements are voluntary and have been coordinated with the Planning and Building, Public Works, and Parks, Recreation and Community Services agencies. Improvements include undulating sidewalk patterns on the project site, sidewalk improvements on the zoo (east) side of Elk Lane, and new bulb -outs and crosswalks on both sides of Elk Lane. The applicant has committed to constructing the new street, sidewalks, curbs, parking, and gutters, and will landscape both sides of Elk Lane, with the City assuming the long-term responsibility of maintenance through a maintenance agreement. These improvements have been designed to take into account the new Zoo Master Plan, adopted in March 2018. In addition to the improvements to Elk Lane, the project will require reconstruction of sidewalks, curbs, and gutters along First and Lyon streets. Portions of all streets along the project's frontage (Elk Lane.and First and Lyon streets) will also be repaved. The project will be conditioned to, .require continued coordination among the Planning .and Building, Public Works, and Parks, Recreation and Community Services agencies to identify opportunities for street art, signage, and other installations to complement the Santa Ana Zoo. The commercial component on First Street and the live/work units' ground -floor shopkeeper spaces have been designed to accommodate a wide range of tenants and'to be expanded if market conditions warrant. The First Street commercial space has been designed with full two- story volumes, enabling the square footage to be doubled within to over 16,000 square feet. This square footage can accommodate half a dozen smaller tenants, a large pharmacy, or neighborhood market and cafe. The design and success of the commercial spaces are intended to 75B-11 GPA No. 2018-3, AA No.2018-6, ZOA No. 2018-3, a_ nd SPR No. 2018=02 Metro Last Mixed Use (MEMU) Overlay Zone and Elan projects July 23",2018 Page 10 serve as a catalyst for reinvestment in or new commercial.developinents on First Street as market conditions improve and demand increases. Although the developer has not yet identified tenants, Elan's commercial spaces have been designed with large volumes and high ceilings for "experiential" businesses such as specialized retail, cafes, creative offices, and other street -activating commercial uses. All commercial areas within the project will be conditioned to be available for commercial use at all times and will prohibit future conversion to additional residential units. California Environmental Quality ActYCEW Analysis The original MEMU EIR certified in M7 analyzed 'issues identified during the Notice of Preparation (NOP) public review period, including: aesthetics and design, traffic and parking, provision of open space, safety, housing affordability and overcrowding, burdening of the public services and infrastructure, and construction and operational air quality. Because these items analyzed in the original EIR, and because the nature of the MEMU expansion and amendments is consistent with what was analyzed in the original EIR, an SEIR was prepared to address any subsequent impacts resulting from the Elan project and .from expanding the MEMU to the East First Street area. The SEIR has been prepared pursuant to the requirements of CEQA and discloses the environmental impacts associated with implementing the proposed project and includes mitigation measures that can reduce potential impacts to the extent possible or to below a level of significance. The SEIR analyzes impacts related to air quality, cultural resources, greenhouse gas emissions, hazards and hazardous materials, hydrology and water quality, land use and planning, noise, transportation/traffic, and tribal cultural resources. Other impacts from components such as aesthetics, agriculture/forestry, biology, geology/soils, mineral resources, populations/housing, public services, and utilities/service systems were excluded ,following the NOP public review or were adequately addressed in the original MEMU EIR and are not expected to intensify with the MEMU expansion and amendments. Based on the draft SEIR's analysis, the. MEMU Overlay Zone expansion's impacts would be consistent with those identified in the original 2007 EIR and would result in significant and unavoidable impacts to air quality, noise, and transportation/traffic. However, development of the Elan project would result in a substantial adverse change to an eligible but unlisted historical resource (the now -vacant Elks Lodge building), which was not. addressed in the 2007 EIR. The demolition constitutes an adverse impact I& CEQA purposes. As a result, preparation of the current draft SEIR was required, and the draft SEIR analyzes and proposes mitigation for the demolition of the Elks Lodge building and for the entire MEMU project. The draft SEIR's Notice of Availability (NO A) was published in the Orange County Register and Posted to the County Clerk on June 12, 2018 for the required 45-day public comment period. The draft is also available for public view at the, City Hall Planning counter and the Santa Ana Library 75B-12 GPA No. 2018-3,.AA No.2018-6, ZOA No. 2018-3, and SPR No. 2018-02 Metro East Mixed Use (MEMU) Overlay Zone and Elan projects July 23, 2018 Page 11 in the Civic Center. The public comment period ends on July 27, which will allow the -City to respond to any comments received and incorporate comments .and responses into 'the"Final SEIR before the City Council public hearing, tentatively scheduled ron August 21. As of',this printing, no comments or.communications from the public have been received on the draft SEIR. All mitigation measures in the original EIR and associated Mitigation Monitoring and Reporting Program (MMRP) have been enforced and continue to apply to the proposed Elan_ project. The same measures identified in the original MEMU EIR MMRP are carried over within the draft SEIR. New mitigation measures proposed for the Elan project include documenting the building to Historic American Building Survey (HAGS) Level 2 standards, preserving distinctive Elks Lodge building elements on the Elan project site, and developing an interpretative opportunity on the Elan site for public enjoyment. In addition to these measures, the applicant is proposing ;to' commemorate the Saddleback Inn, which occupied a portion of the site before its demolition. The full -height illuminated window wall along First Street will contain a view room to be named after Walt Disney, who frequented the Saddleback Inn. In addition, a health risk assessment (HRA) was prepared to identify any impacts from developing a residential community near a major freeway. Using two methods of analysis, the HRA finds that a less than significant impact to project residents would occur due to the project's proximity to a major freeway. Economic Impacts MEMU Overlay Zone Expansion With the exception of the AMCAL community and Holiday Inn Express projects, the majority of the 52 parcels that are proposed to be rezoned with the OZ-1 designation have not undergone substantial improvements since first being developed. The OZA designation will provide opportunities for market -driven redevelopment, without a full rezoning or property takings. Moreover, amending the MEMU document is intended to respond to current market demands in the area. A large portion of the MEMU Overlay Zone is designated "Village Center; which allows office, and commercial developments. However, the only form of housing allowed in this district is live/work construction. In order to facilitate development in the original MEMU area, the Citys amendment to allow construction of multi -family housing in this land use district will directly address several development projects that are anticipated in the MEMU area that have not yet submitted development applications due to the live/work restriction. Other amendments, such as modifying development standards to more closely match standards found in other zoning districts, are: intended to streamline the development process without the need for variance applications or density bonus incentives/concessions or waivers. This streamlining is intended to,provide greater predictability to developers engaging in the development review process and is expected to result in additional medium- to large-scale developments in the area. 75B-13 GPA No..2018-3, AA N6:2018-6, ZOA No. 2018-3, and SPR:No. 2018-02 Metro East Mixed Use (MEMO) Overlay Zone and Elan projects July'23, 2018 Page 12 Elan Mixed Use Proiect The Elan project is expected to produce up to 3,600 temporary jobs through construction and project management, and 125 permanent jobs in the commercial spaces, (First Street commercial component and seven live/work lofts), and in onsite management and building service vendors (waste collection, pool servicing, fitness room maintenance, technology/IT, landscape maintenance; etc.). Its .valuation is currently estimated at $200,000,000, which will result in approximately $17,500,000 new fees for the City. Among these fees are approximately $8,006,000 in inclusionary housing in -lieu fees. These fees will allow the City to continue providing services to the community, portions of which will be reinvested in parks and community facilities in the project vicinity. The applicant's investment in the Elk Lane improvements is estimated to be $1,200,000. Finally, the large commercial component of the project is expected to produce additional sales and business taxes for the City. The project will be conditioned to require preservation of its commercial components in perpetuity and to maintain its property values through site maintenance and site management. Public Outreach The City held an information session/community meeting on September 7, 2017 at the Elks Lodge building, which is located on the project site. Over 100 members of the community attended. The meeting was advertised on various forms of social media, through Neighborhood Initiatives staff, and through a mass -mailing to 2,800 recipients that included property owners, renters, and tenants that included'a 500-foot buffer surrounding the existing and proposed MEMO areas. Following the September 7, 2017 meeting, City staff and the Elan project's applicants attended two Saddleback View and Lyon Street neighborhood associations' meetings where the MEMU expansion and the Elan project were discussed. On January 22, 2018, staff presented a work-study session on the MEMU expansion and Elan projects to the Planning Commission. Members of the Planning commission asked staff questions about the projects, timing, and separate parking study. Since the MEMU expansion and Elan projects' inceptions, the City has maintained topical webpages that have been updated with relevant information; plans, and other information. City staff have also met with interested parties, including property owners and tenants within and outside the MEMU project area. While there have been phone calls .and emails received throughout the course of this project, at the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. 75B-14 GPA No. 2018-3, AA No.2018-6, ZOA No. M18-3, and SPR No. 2018-02 Metro East Mixed Use (MEMU) Overlay Zone and Elan projects July 23; ,2018 Page 13 Strategic Plan Alignment Approval of this item supports Goal No. 3 Economic Development, Objective No. 2 (Create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), and Goal No. 5 Community Health, Livability, Engagement and Sustainability, Objective No. 3 (Facilitate diverse housing opportunities and support efforts�to preserve and improve the livability of Santa Ana neighborhoods) and .Objective No. 4 (Support neighborhood vitality and!llvablltty). Concluslon Based on the projects' analyses, staff recommends that the Planning Commission recommend that the -City Council approve Subsequent Environmental Impact Report 'No. 2018-15 (SCH No. 2006031041) for the Metro East Mixed Use Overlay Zone expansion and Elan projects; General Plan Amendment No. 2018-03, Amendment Application No. 2018-06, and Zoning Ordinance Amendment No. 2018-03'for the MEMU Overlay Zone expansion project; and that the Planning Commission approve SPR No. 2018-02 as conditioned for.the Elan project. Ali Pezeshkpou_r, AICP Senior Planner AP:sb SAPIanning C0mmia510n1201817-23-181GPA 18-3 AA 18,3 ZOA 18-3 MEMLAGPA18-3 ZOA18-3 AAi&3 SPR16-2 MEMU 07232018.pc Exhibits 1. Draft General Plan Amendment Resolution 2. Draft Amendment Application (Zone Change) and :Zoning Ordinance Amendment Ordinance 3. Draft General Plan Amendments 4. Draft Sectional District Map 5. Draft MEMU Overlay Zone Amendments 6. Elan Project Site Photo 7. Elan Project Site Plan 8. Elan Project Landscape Plan 9. Elan Project Open Space Exhibit 10. Elan Project Floor Plans 11. Elan Project Renderings 12. Elan Project Elevations 13. Draft Elk Lane Street Improvement Plans 14. Draft Subsequent Environmental Impact Report(SEIR) and Appendices 75B-15 1S 7.23.18 RESOLUTION NO.2018-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CERTIFYING FINAL SUBSEQUENT ENVIRONMENTAL IMPACT REPORT NO. 2018-15 (SCH NO. 2006031041) AND THE MITIGATION MONITORING AND REPORTING PROGRAM, CEQA FINDINGS OF FACT AND STATEMENT OF OVERRIDING CONSIDERATIONS; GENERAL PLAN AMENDMENT NO. 2018-03 AND FOR THE PROPOSED METRO EAST MIXED USE OVERLAY ZONE EXPANSION AND AMENDMENTS PROJECT AND THE ELAN DEVELOPMENT PROJECT LOCATED AT 1660 EAST FIRST STREET BE IT RESOLVED BY'THE CITY COUNCIL OF THE CITY OF.SANTA ANA AS FOLLOWS: Section 1. The City' Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City of Santa Ana (City) is requesting approval of General Plan Amendment No. 2018-03 to amend the General Plan land use designation of 53 parcels located in the existing Metro East Mixed Use (MEMU) Overlay Zone (OZ-1) and In the proposed MEMU expansion area to be consistent with the current land uses and proposed zoning designations in the MEMU project area. In addition, Wermers Properties (Applicant) is requesting approval of Site Plan Review No. 2.018-02 to allow a 603-unit mixed -use development project at 1660 East First Street, which has been reviewed and approved by the Planning Commission subject to approval of this General Plan Amendment, and separate but related Amendment (Zone Change) and Zoning Ordinance Amendment applications. B. On July 23, 2018, during the 45 day public comment period, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt a resolution certifying Subsequent Final Environmental Impact Report No. 2018-15 (SCH No. 2006031041) and approving the Mitigation Monitoring Program, Findings of Fact and Statement of Overriding Considerations; General Plan Amendment No. 2018-03; Amendment Application No. 2018-06; and Zoning Ordinance Amendment No. 2018702 for the Metro East Mixed Use Overlay Zone expansion and amendments project. EXHIBIT 1 Resolution No. 2018-xx 75B-16 C. On August 21, 2018, the City Council of the City of Santa Ana held a duly noticed public hearing to.consider all testimony, written and oral, related to Subsequent Final Environmental Impact Report No. 2018-15 (SCH No. 2006031041), General Plan Amendment No. 2018-03, Amendment .Application No. 2018-06; and Zoning Ordinance Amendment No. 2018-02 for the Metro East Mixed Use Overlay Zone expansion and amendments project, at which time all persons wishing to testify were heard, the project was fully considered, and all other legal prerequisites to the adoption of this Resolution occurred. D. Pursuant to the California Environmental Quality Act (Pub. Res. Code sec. 21000 et seq.; "CEQA"), and the State CEQA Guidelines the City has determined that a Subsequent Environmental Impact Report '(SEIR) should :be prepared pursuant to CEQA In order to analyze all potential adverse environmental impacts of the proposed project. Pursuant to Public Resources Code section 21067 and the State CEQA 'Guidelines -(Cal. Code Reg., tit. 14 Sec 15600 et seq.) section 15051, the City is the lead agency for the proposed Project. In accordance with CEQA, the recommended actions have been reviewed through an SEIR. Sections 15080 through 15097, and 15162 of the State CEQA Guidelines (Article'7) guide the process for the preparation of an EIR and an SEIR. 3. The California Environmental Quality Act (CEQA) requires 'that, where there is the potential for environmental impacts as the result of .a proposed project, an EIR be prepared in order to study and analyze any potential environmental impacts, disclose such potential impacts to the public, and mitigate such impacts to the greatest extent feasible. As such, an EIR was prepared for the original MEMU Overlay Zone in 2007 and was subsequently certified by the City Council. 4. An SEIR is prepared when an EIR has been certified. for a project and the lead agency determines that one or more of the criteria listed under Section 15162 and 15163 of the State 'CEQA Guidelines are met. The City has determined that an SEIR is the most appropriate. environmental document due to the characterization of the proposed changes to the project that was previously approved with the certified Final EIR for the MEMU Overlay Zone in 2007. The current .SEIR has been prepared pursuant to .the requirements of CEQA and discloses the Resolution No. 2018-xx 75B-17 environmental impacts associated with implementing the proposed project and includes mitigation measures that can reduce potential impacts to the extent possible or to below a level of significance. The proposed project will be consistent with the prior findings in the original 2007 Final EIR certified by the City Council, and significant and unavoidable environmental impacts disclosed in the 2007 EIR Would remain for air quality, noise, and transportation/traffic. However, development of the Elan project would result in a substantial adverse change to an, eligible historical resource (the now -vacant Elks Club building), which was not addressed in the 2007 EIR. As a result, preparation of the current draft SEIR was required, and the draft SEIR analyzes and proposes mitigation for the demolition of the Elks Club building, 5. The SEIR, as required by CEQA, contains 1) an Initial Study; 2) a project description; 3) a description of the environmental setting, potential environmental impacts, mitigation measures for any significant effects, and consistency with plans and policies; and 4) names of prepares. The mitigation measures included in this SEIR are designed to reduce or eliminate the potentially significant environmental impacts described 'herein. The scope of the SEIR evaluates the proposed project's effects on the following resource topics: air quality, cultural resources, greenhouse gas emissions, hazards and hazardous materials, hydrology and water quality, land use and planning, noise, transportation/traffic, and tribal cultural resources. 6. The City prepared a draft SEIR and published the Notice of Availability (NOA) in the Orange County Register as well as posted the NOA at the Orange County Clerk's Office on June 12, 2018. The City circulated the draft SEIR for a 45-day public review between June 12, 2018 and July 27, 2018. The draft SEIR was available for public review at the Santa Ana City Hall, the City of Santa Ana Main Library, and on the City's website. During the 45=day public review period, the City held a regularly scheduled public hearing with the Planning Commission on July 23, 2018, to receive comments regarding the draft SEIR. 8. The City received a total of _ written comment letters during the public review period and evaluated all comments received .from the pemons-or agencies that reviewed the draft SEIR. Pursuant to Section 15088 of the State CEQA Guidelines, the City, as the lead agency for the project, has reviewed all comments received on the Resolution No. 2018-xx 75B-18 document. The City provided written responses to all agencies and members of the public commenting on the draft SEIR at least 10 days prior.td the City Council hearing. g. The City has prepared a Final SEIR, consisting of comments and recommendations received during the 45-day public review and comment period, written responses to those comments, and revisions and clarifications to the draft SEIR in response to those comments. For the purposes of this Resolution, the SEIR shall refer to the draft SEIR, including all of the technical studies and appendices to the draft SEIR, as revised by the Final SEIR's revisions, together with the other sections of the ;Final SEIR, including all of the technical studies, attachments, and appendices to the Final SEIR. 10. Findings of Fact with respect to environmental impacts, including environmental impacts identified in the Final SEIR as potentially significant, but which the City finds can be substantially lessened through the imposition of feasible mitigation measures identified in the Final SIER, are described in Exhibit A attached hereto and incorporated herein by this reference. 11. As a result of the environmental analysis in the SEIR, one significant impact was found from the construction of the proposed project that pertains to loss of an eligible historic resource. Accordingly, the City has also prepared a Statement of Overriding Considerations in compliance with Public Resources Code Sections 21081 and CEQA Guidelines Section 15093, which finds that specific economic, legal, social, technological, or other benefits of the proposed ,project outweigh the significant and unavoidable impacts identified jn the EIR, as described in Exhibit B attached hereto and incorporated herein by this reference. 12. Mitigation measures have been provided to address potential environmental impacts, with a list of these mitigation measures found within the attached Mitigation Monitoring and Reporting Program (MMRP) attached hereto as Exhibit C and incorporated herein by this reference. Mitigation measures have been outlined to address potential impacts stemming from adoption of the original MEMU EIR and the 2018 MEMU expansion and amendments project's SEIR. Resolution No. 2018-xx 75B-19 13. All the requirements of CEQA and the State CEQA Guidelines have been satisfied by the City in the Final SEIR, which is sufficiently •detailed so that all of the potentially significant •environmental effects of the proposed project have been adequately evaluated. 14. The Final SEIR prepared in connection with the proposed project sufficiently analyzes both the feasible Mitigation Measures :necessary to avoid or substantially lessen the proposed project's ,potential environmental impacts and a range of feasible alternatives capable of eliminating or reducing these effects'in accordance with CEQA and the State CEQA guidelines. 16, All of the findings and conclusions made by the City Council pursuant to this Resolution are based upon the oral and written evidence presented to the City Council as a whole and not based solely on the information provided in this Resolution. 16. Prior to taking action, the City Council has heard, been.presented with, reviewed and considered all of the information and data in the administrative record, including the Final SEIR, and all oral and written evidence presented to it during all meetings and hearings, all of which is incorporated herein by this reference. 17. The City has not received any comments or additional information that produced substantially new information requiring recirculation or additional environmental review under Public Resources Code sections 21166 and 21092.1 and State CEQA Guidelines section 15088.5. E. General Plan Amendment No. 2018-03 has been filed to amend the General Plan to change the land use designation of certain parcels located in the existing Metro East Mixed Use (MEMU) Overlay Zone (OZ-1) and in the proposed MEMU expansion area to be consistent with the current land uses and proposed zoning designations in .the MEMU project area. The amendments will designate properties located in both the existing :MEMU area and in the MEMU expansion area as Urban Neighborhood (UN) or District Center (DC) as shown on Exhibit D. Currently, the land use designations of the properties areInconsistent with the proposed OZ-1 designation. This project will' require amendments to the Land Use and Urban Design elements of the 'General Plan to designate parcels in the MEMU expansion area Resolution No. 2018-xx. 75B-20 either UN or DC, and parcels within the existing MEMU area either UN or DC, to match current.or anticipated land uses. 2. The proposed project will be consistent with several goals and policies of the 2014 Housing Element. First, the project is consistent with Goal 2, which encourages diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups to foster an inclusive community. Second, the project supports Goal 4 to provide adequate rental and 'ownership housing opportunities and supportive services. Further, the project is consistent with Policy HE-2.2 to create District Centers with 'high intensity, mixed -use urban villages and pedestrian -oriented experiences; and Policy HE-2.4 to facilitate diverse types, prices, and sizes of housing, The MEMU expansion and amendments project will result in an overall increase in land available for residential development and will not impact the inventory of housing opportunity sites needed to achieve City's 2614-2021 RHNA allocation. 3. The City Council has weighed and balanced the General Plan's policies, both old and new, and has determined that based upon this balancing that General Plan Amendment No. 2018-03 is consistent with the purpose of the General Plan. Section 2. Certification. The City hereby certifies that (1) the SEIR has been prepared, processed, and noticed in accordance with CEQA and the State CEQA Guidelines; (2) the SEIR was presented to the City Council and the City Council has reviewed and considered the information contained in the SEIR prior to considering adoption of the project, and (3) the 'SEIR reflects the .independent judgment .and analysis of the City Council and is deemed adequate .for the purposes of making decisions on the merits of the Project: Section 3. CEQA Findings. The City hereby adopts the CEQA Findings, which were prepared in accordance with Public Resources Code section 15091 and Which are attached hereto as Exhibit A and incorporated herein by this reference as if fully set forth herein.. Section 4. Statement of Overriding Considerations. The City hereby adopts the Statement of Overriding Considerations made in connection with the approval of the Project pursuant to CEQA Guidelines Section 15091, which is attached hereto as Exhibit B and incorporated herein by this reference as if fully set forth herein. Section 5. Mitigation Monitoring Program. Pursuant to Public Resources Code section 21081.6, the City Council hereby adopts the Mitigation Monitoring Resolution No. 2018-xir 75B-21 Program attached hereto as Exhibit C and incorporated herein by this reference. The City finds that the Mitigation Monitoring Program is -designed to ensure that, during the Implementation of the Project, the City and any other responsible parties implement the components of the Project and comply with the mitigation measures identified in the Mitigation Monitoring Program. Section 6. Wildlife Resources. Pursuant to Title XIV, California Code 'of ,Regulations (CCR) § 735.5(c)(1), the City Council has determined that, after considering the record as a whole, there is no evidence that the proposed Project will have the potential for any adverse effect on wildlife resources or the ecological habitat upon Which wildlife resources depend. The proposed Project exists in., an urban environment characterized by paved concrete, roadways, surrounding 'buildings and human activity. However, pursuant to Fish and Game Code § 711.2 and Title XIV, CCR. § 735.5, the payment of Fish and Game Department filing fees in conjunction with this project is at the discretion of the State of California Department of Fish and'1Nildlife. Section 7. Approvals. Based on the entire record before the City Council, all Written and oral evidence presented, the CEQA Findings, the Statement of Overriding Considerations, and the Mitigation Monitoring Program, all attached and incorporated herein as Exhibit A, Exhibit B, and Exhibit'C to this Resolution, the City Council of the City.of Santa Ana hereby: A. Adopts the CEQA findings, adopts the Statement of Overriding 'Considerations, and certifies Final Subsequent Environmental Impact Report No. 2018-15, and approves the Mitigation Monitoring Program for the MEMU Overlay Zone Expansion and Elan projects; B. Approves General Plan Amendment No. 2018-03; and, These decisions are based upon the evidence submitted at the above said hearing, which includes,. but is not limited to: the Request for Council Action dated August 21, 2018, and exhibits attached thereto; and the public testimony, written and oral; all of which are incorporated herein by this reference. Section 8. Indemnification. 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 CEQA review or approval, except.to the extent caused'by the sole.negligence of the City of Santa Ana. Section 9. Ordinances. This Resolution shall not be effective unless and until Ordinance No. NS- (AA No. 2018-06 and ZOA No. 2018-03) and Ordinance No. NS- become effective. If said ordinance is 'for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go .into effect for any reason, then this resolution shall be null and void -and have no furtherforce and effect. Resolution No. 2018-xx 75B-22 Section 10. Judicial'Review. These decisions rendered by the City Council of the City'of Santa Ana are final and are subject to judicial review pursuant to,Califomia Code of Civil Procedure section 1064,6. The Planning and Building Agency shall give direct notice to the Applicant of the City Council's decisions and these findings. Section 11. Location of Documents and Custodian of Records. The documents and materials that constitute the record of proceedings°on which the CEQA Findings in Exhibit A of this Resolution have been based are located at 20 Civic' Center Plaza, Santa Ana. The custodian for these records is the, Santa Ana Clerk of the Council. This information is provided in compliance with Public Resources Code section 21081.6.. Section 12. Notice of Determination. The -City Council hereby directs staff to file a Notice of Determination with the{Oounty of Orange within five (5) working days of final Project approval. ADOPTED this _ day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: 'Councilmembers NOT PRESENT: Councilmembers Resolution No. 2618-xx 2018, Miguel A. Pulido Mayor 75B-23 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. 2018. Date: Clerk of the Council City of Santa Ana Resolution No. 2018-xx 75B-24 ORDINANCE NO. NS=XXXX AN ORDINANCE OF THE CITY COUNCIL .OF'THE CITY' OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2018-06 REZONING VARIOUS PROPERTIES LOCATED ALONG THE FIRST STREET CORRIDOR AND ZONING ORDINANCE AMENDMENT NO. 2618-03 AMENDING THE METRO EAST MIXED USE. OVERLAY ZONE (OZ-1) 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. In 2007, the City Council approved and adopted the Metro East Mixed Use (MEMO) Overlay Zone (OZ-1). The MEMU was intended'to provide the framework for future redevelopment of a 200-acre section of the City along First and Fourth streets between the Santa Ana (1-5) and Costa Mesa (SR- 55) freeways. B. Since 2007, one development project has been constructed and three others entitled that are consistent with the goals and objectives of the MEMU. However, changes to the development market following the recession have resulted in the need to modify the MEMU in order to continue to further the goals of the plan while implementing a regulatory framework that protects the health, safety, and welfare of the City. C. Amendment Application No. 2018-06 has been filed by the City of Santa Ana to apply the OZ-1 designation to approximately 52 parcels located along First Street between Grand Avenue and the Santa Ana (1-5) Freeway -and along Lyon Street and Elk Lane between First Street and Chestnut Avenue (Exhibit A). D. The OZ-1 designation of the various parcels as shown on Exhibit A will allow. additional development opportunities of these parcels into mixed -use developments, thereby being consistent with the goals and objectives of the.MEMU. E. Zoning Ordinance Amendment No. 2018-03 will amend the'existing MEMU, a copy which is available at the Planning Division Public, Counter and Main Public Library, -or viewed on the City's MEMU webpage. The amendments will create greater consistency among the MEMU and other form -based codes that have been adopted since 2007, including the Transit Zoning Code and Harbor Mixed -Use Transit Corridor Specific Plan (Exhibit B). EXHIBIT 2 Ordinance No.'NS-XXXX 75B-25 F. On July 23, 2018. the :Planning Commission held a duly noticed 'public hearing and voted to recommend that the City Council adopt an ordinance approving Amendment Application :No: 2018-66. This action will be consistent with the General Plan, as amended by General Plan Amendment No. 2018-03, and Zoning Ordinance Amendment No: 2018-03 to amend the MEMU. G. The City Council, prior to taking action.on this ordinance, held a duly noticed public hearing on August 21, 2018. H. The City Council also adopts as findings all facts presented in the Request for Council Action dated August 21, Wi 6 accompanying this matter. I. For these reasons, and each of them, Amendment Application No. 2018-06 and Zoning Ordinance Amendment.:No. 2018-03 is hereby found and determined to be consistent with the intent and purpose of Chapter 41 of e th_ Santa Ana Municipal Code, .thus changing the zoning districts is found to be consistent with the General Plan .of the City of Santa Ana and otherwise justified by the public necessity, convenience, and general welfare. Section 2. The City Council has reviewed and considered the information contained in the previously -approved Environmental Impact Report and the Subsequent Environmental Impact Report for the Metro East Mixed Use Overlay Zone (SCH No. 2006031041) prepared with respect to -this project. The City Council has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, the proposed Subsequent Environmental Impact Report for the Metro East Mixed Use Overlay Zone meets all of the requirements of CEQA. Section 3. This ordinance shall not be effective unless and until Resolution No. 2018- (Subsequent Environmental Impact Report No. 2018-05 and General Plan Amendment No. 2018-03) are adopted and become effective. If said resolution and ordinance are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise.does not go into effect for any reason, then this ordinance shall be null and void and have no furtheeforce and effect. Section 4. If any section, subsection, 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, or portions be declared invalid or unconstitutional. Ordinance No. NS-XXXX 75B-26 ADOPTED this 215' day of August, 2018 {Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho -City Attorney Lisa Storck - 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 the attached Ordinance No. NS-XXXX 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 Ordinance No. WS-XXXX 75B-27 City of Santa Ana General Plan Land Use Element 1998 City of Santa Ana Planning Division a -, Adopted February 2, 1998 (Reformatted January 2010) The following Is a chronology of the approved general plan amendments that have been incorporated into this document since the comprehensive update of the General Plan land Use Element adopted by the Santa Ana City Council February 2,1998 (GPA 1997-05): CPA 208.01 (cerulai GPA 2011-03 (March 19. 2012) GPA 2DD5-02 (October 17, 2005) GPA 2001-02 (January 7, 2002) GPA 2018-02 (May 15, 2018) GPA 2011-02 (June 6, 2011) GPA 2004-01(Apnl 5, 2005; as passed by GPA 200U9 (May 7, 2001) GPA 2016-01(May 15. 2018) GPA 2DIO-01(June 7, 2010) the voters 01 Santa Ana) GPA 2000-08 (February 5. 2001 GPA 2017-02 (December 19,2017) GPA 2D08-02 (July 20, 2009) GPA 2004-04 (July 19, HUI GPA20D0-03 (December 4.2D( GPA 2017-01(June 20, 2017) GPA 2007-03 (May 18, 2D09) GPA 2004-06 (July 6, 2004) GPA 2000-02 (November 20, 2( GPA 2016-03 (February 21, 2017) GPA 2D08-01(May 5, 2006) GPA 2003-021June 16,2003) GPA 1999-02 (October 18,10 GPA 201R2 (May 17, 2016) GPA 2004-03 (February 2, 2DD9) GPA 2Dg3-01(February, 18, 2003) GPA 1999111(August 16. 1999; GPA 2016-01(Apri119, 2016) GPA 2007-02(June 18. 2D07) GPA 2D02-011September 3, 20D2) GPA 1998 04 (October 5, 1998) GPA 2015-03 (February 2, 2016) GPA 2007-01(Ma'ch 19, 2007) GPA 2DO243 (August 19, 2002) GPA 1998.0 (September 21,1 GPA 2014-02 (October 21, 2014) GPA 20D&01(October 2, 2006) GPA 2D01-03 (February 19, 2002) GPA 1998-01(May 4.1998) GPA 201"1(June 3. 2014) GPA 200M(December 5.2005) EXHIBIT 3 75B-28 LAND USE ELEMENT areas. To encourage a dynamic mixture of residential, office and commercial uses, within these areas both building intensity and residential density is based on floor area ratio and zoning development standards. In calculating either the allowable floor area or the allowable residential density, it is the City's policy to not allow upward rounding. The Land Use Plan is illustrated in Exhibit 2. Additional information concerning the Land Use Plan and the land use designations is provided in Table I (Land Use Development Intensity Standards), and in the Appendix. Table 1 Development Intensity Standards Land Use Designation Low Density Residential (LR-7) Density/Intensity Standards (dulacre - FAR)' 7 dulacre Low -Medium Density Residential (LMR-11) 11 du/acre Medium Density Residential (MR-15) District CenW(DC) 15 dulacre Other District.Center (Midtown, MacArthur Place, etc.) 90 dulacre and FAR 1.0-2.0 Heritage District Center FAR 1.7 Downtown District Center FAR 3.0 Metro East District Center FAR 3.0 Transit Village District Center FAR 5.0 Harbor Corridor District Center FAR 5.0 Urban Neighborhood Transit Zoning Code Area/ First, Fifth & 1P Street Corridor FAR 0.5-1.5 Harbor Corridor FAR 3.0 Metro East Professional and Administrative Office (PAO) FAR 0.75-1.5 FAR 0.5-1.0 General Commercial (GC) FAR 0.5-1.0 One Broadway Plaza District Center (OBPDC) 4 FAR 2.9 r., Industrial (IND) FAR 0.45 Institutional (INS) FAR 0.5 Open Space (0) FAR 0.2 ' The intensity standards shown refer to the theoretical maximum amount of development permitted for each land use designation (du -dwelling units; FAR -floor area ratio). Development must also adhere to zoning regulations, and/or specific plan requirements. e The District Center and Urban Neighborhood land use designations permit both residential and non-residential development 3 Commercial intensities may vary. Baseline FAR is 0.5. Specific areas allowing greater intensities are indicated in Exhibit A-3. One Broadway Plaza District Center land use designation permits office, restaurant and ancillary ;1 retail for a master planned development *Refer to Appendix for description of Land Use designations. � CITY OF SANTA ANA GENERAL PLAN 15 75B-29 LAND USE ELEMENT LAND USE PLAN IMPLEMENTATION To effectively achieve the broad range of goals outlined for the City's future growth and development, a variety of plans, programs, and regulations must be relied upon. This section of the Element discusses these tools, and how they correlate with implementation of the City's land use goals. DEVELOPMENT INTENSITY STANDARDS Table A-1 summarizes the development intensity standard for each of the General Plan designations; and provides land use distribution by acreage For the land use. The intensity standards For the categories permitting residential development are expressed in density, measured in "units per acre," or floor area ratio and zoning development standards in the case of certain Mixed Use land use designations. The intensity standards for hon-residential development are expressed as "floor area ratio" or FAR. The FAR concept is illustrated in Exhibit A-3. The intensity standards in concert with the zoning and development standards regulate the massing, form and building size. Table A-1 Development Intensity Standards Land Ilse • r Low Density Density/Intensity Standards 7 du/acre Low -Medium Density 11 du/acre Medium Density District Center 15 du/acre Other District Centers Midtown, etc. 90 dWacre and FAR 1.0-2.0 Heritage District Center FAR 1.7 Downtown District Center FAR 3.0 Metro East District Center FAR 3.0 Transit Village District Center FAR 5.0 Harbor Corridor District Center FAR 5.0 Urban Neighborhood Transit Zoning Cade Area/ First, Fifth & 17" Street Corridor FAR 0.5-1.5 Harbor Corridor FAR 3.0 Metro East FAR 0.75-1.5 RRIMMVi I w_ n .m "'�. sit FAR 0.5-1.0 Professional/Admin. Office General Commercial FAR 0.5-1.0 One Broadway Plaza District Center' FAR 2.9 du - dwelling unit, FAR - floor area ratio • Residential development Is not a permitted use. CITY OF SANTA ANA GENERAL PLAN A-11 75B-30 LAND USE ELEMENT The City established development intensity standards in 1988, for nonresidential land use designations. The standards measure intensity through the use of floor area ratios. The floor area ratios proposed for the City's major commercial corridors are expected to remain in place over the life of the Land Use Element. Those areas of the City proposed for the most intensive levels of development include district centers, professional and administrative office districts, and several other commercial centers with a unique character, or special development concerns. Some of these areas correspond to those for which Specific Plans have been prepared. The proposed floor area ratio(s) for most of the City's commercial corridors allows structures of two to three stories with surface parking. The major development areas -the District Centers and ProfessionaVAdministrative Office Districts along Tustin Avenue and East First Street -allow mid -rise and high-rise buildings with structured parking. These areas are expected to generate the highest level of development activity in the City as centers of commerce. These areas are listed in Table A-2 and are shown in Exhibit A-4. The floor area ratios indicated in TableA-2 are the maximum building intensity allowed for development. Table A-2 Key Area- Floor Area Ratios Area Project/Area FAR 1 MainPlace 2.1 2 City Place 2.54 3 North Main Street 1.5 4 North Broadway 1.0 5 Museum District 1.5 6 Hutton Development 1.0 7 Civic Center Specific Development Plan 1.0 8 Midtown Specific Plan 0.5-1.0 9 Civic Center 1.0 10 Downtown 3.0 11 Orange County Register 1.15 42 i(erwFCeateFDevelepmeRI 329 123 First Street/fusfinAvenue 1.0 134 Bentall Center Development 1.5 145 2720 Hotel Terrace Drive 1.0 156 1951 East CamegieAvenue 0.55 167 4040 West Carriage Avenue 0.47 178 Lake Center Development 0.72 189 South Coast Metro 1.0 1920 MacArthur Place North 2.0 2024 MacArthur Place South 1.0 2122 Pac Tel Office 1.5 2223 Metro East 3.0 2324 Transit Village 5.0 2425 Town & Country Manor 1.27 2526 Harbor Mixed Use Transft Corridor 5.0 2627 Heritage 1.7 A-12 CITY OF SAWA ANA GENERAL PLAN 75B-31 LAND USE ELEMENT Residential The Land Use Plan provides for three distinct residential land use designations. Residential development is also permitted in two other designations,: District Center and Urban Neighborhood. The Santa Ana Land Use Plan includes the following residential land use designations: • The Low Density Residential (LR-7) designation applies to those areas of the City which are developed with lower density residential land uses. The allowable maximum development intensity is 7 units per acre. Development in this category is characterized primarily 'by single-family homes. This designation applies to a large proportion of the City (6;!56 6.4 44.6 -acres) representing 47 percent of the City's total land area. • The Low -Medium Density Residential (LMR-11) designation applies to those sections of the City which are developed with residential uses at permitted densities of up to 11 units per acre. The land area included in thi's designation is approximately 420.6 acres. The great majority of the land designated as Low -Medium Density Residential is located in the westerly portion of the City, north and south of First Street. Properties with this designation are typically characterized by mobile home parks, a mixture of duplexes and single family residences, or small lot subdivisions. • The Medium Density Residential (MR-15) designation applies to those •sections of the City which are developed with residential uses at densities of up to 15 units per acre. Development in this designation is characterized by .duplexes, apartments, or a combination of both. A total of37B 1-362.3 acres is designated as Medium Density Residential. The designation applies to areas located in the vicinity of downtown, areas north and south of MacArthur Boulevard, and in other areas where there are established multiple -family development projects. CITY aP SANTA ANA GENERAL PLAN 75B-32 ___ A 19 LAND USE ELEMENT Commercial The Land Use Plan identifies three land use designations that encourage a variety of office, retail and commercial enterprises to serve the community. • The Professional/Administrative Office (PAO) designation applies to those areas where professional and/or administrative offices are predominant, or where such development is being encouraged. Land included in this designation is found primarily near the Civic Center; and along the First Street and Tustin Avenue Corridors'in close proximity to freeways. There are other smaller PAO areas in the City such as alongNorth Broadway and along portions of east and west Seventeenth Street. A total of "�600.8 acres is included in this land use designation. The floor area ratio intensity standard applicable to this land use designation ranges from 0.5 to 1.0. The Professional and Administrative Office areas are intended to provide a unique environment force Tice development in those areas ofthe City where office uses are.the predominant land use. The purpose, for maintaining and supporting these areas exclusively for office and office -related uses is to encourage major employment centers at locations which significantly lessen the impact to the City's local street system. The First Streer/Tustin Avenue office corridorbetween the Santa Ana (I-5) and Costa Mesa (SR-55) Freeways serves this purpose. In addition, the orderly, well -maintained quality of existing development supports a continuation of these areas as functional office/employment centers. The Professional and Administrative Office designation includes a range of floor area ratios to differentiate development intensity and character in relation to adjacent land uses. The areas with a FAR of 0.5 are not major office centers, but rather have an established character of lower intensity garden office and professional service uses. These areas are typically adjacent to low density residential neighborhoods, or are converted residential office uses. Office development along East Fourth Street, between Grand Avenue and the Santa Ana FreewayJs typical of this low-rise office character. The PAO area located adjacent to the Civic Center contains a range of office development intensity which supports the City's functional role as the government center of the County. The types of uses typically located in the PAO district include the following: • Professional and administrative offices/office parks; • Service activities such as copy centers; courier services, travel agencies, and restaurants when such uses are an integral component of planned office development; and Professional uses such as accountants, attorneys, doctors, engineers, and insurance brokers. A-20 CITY OF SANTA ANA GENERAL PLAN 75B-33 LAND USE ELEMENT The General Commercial (GC) district applies to commercial corridors in Santa Ana including those located along Main Street, Seventeenth Street, Harbor Boulevard, and other major arterial roadways in the City. The intensity standard applicable to this designation is a floor area ratio of0.5 -1.0, though most General Commercial districts have a FAR of0.5. A total of885 8 855.3 acres of land is included in this designation. General Commercial districts are key components in the economic development of the City. They provide highly visible and ,accessible commercial development along the City's arterial transportation corridors. In addition, General Commercial land uses provide important neighborhood facilities and services, including shopping, recreation, cultural and entertainment activities, employment, and education. The districts also provide support facilities and services forindustrial areas includingofftce and retail, restaurants and various other services. The General Commercial development standards are based upon 'the character and intensityof development, as well as the degree of access and market demand for these properties. The relationships to adjacent land uses, are also considered. Uses typically located in this district are: • Business and professional offices; • Retail and service establishments; • Recreational, cultural, and entertainment uses; and • Vocational schools. General Commercial Districts have a floor area ratio of0.5 with the exception of the Mid -town area which has an Floor area ratio of up to 1.0. One Broadway Plaza District Center is a separate land use designation as it has an F.A.R. of2.9, which exceeds the typical District Center intensity limit. Additionally, it does not include a residential component. One Broadway Plaza is envisioned as a landmark professional office complex that will be a focal point in the Downtown Redevelopment area serving the Civic Center complex, Downtown, and Midtown urban areas. The City's District Centers and major development areas are shown in Exhibit A-5. c CITY OF SANTA ANA GENERAL PLAN A-21 75B-34 LAND USE ELEMENT Mixed Use The Land Use Plan provides for two distinct mixed use land use designations. These designations allow for both vertical and horizontal mixed use developments, with an emphasis on linkages to a range of transportation options: The District Center (DC) land use designation includes the major activity areas in the City. Seven areas of the City, totaling lGffi.1 acres, are designated as District Center. The intensity standard for the District Center designation ranges from a floor ratio of 1.0 to 5.0. District Centers are designed to serve as anchor's to the City's commercial corridors, and to accommodate major development activity. District Centers are to be developed with an urban character that includes 2 mixture of high- rise office, commercial, and residential uses which provide shopping, business, cultural, education, recreation, entertainment, and housing opportunities. Residential developments within some District Centers are allowed at a density of up to 90 units per acre when developed as an integral component ofa master planned mixed use project. In Harbor Corridor, Metro East, Downtown, and Transit Village District Centers residential development intensity is based on a combination of floor area ratio and zoning overlay and/or development standards. Some District Centers serve as major retail and employment centers locally and regionally, and should include development which promotes the City as a regional activity center while creating an environment conducive to business on a regional scale. District Centers in Santa Ana include the following: • The Main Place/City Place District Center includes a regional shopping center and office complex, as well as high intensity housing and mixed -use development. The Museum District located between the 'Downtown and MainPlace/City Place District Centers is proposed as a major office/cultural center which will be developed over the next 15 to 20 years. The area will focus upon the expanded Bowers Museum, the Discovery Science Center and the construction of additional museums and cultural centers. The 'Downtown District serves .as one of the County's major employment and governmental operations centers complemented wiih a mix of residential', commercial, and services uses to enhance its urban vibrancy. Emphasis on streets that accommodate all modes of transportation, including mass transit, pedestrian and bicyclist is key in this urban setting. - - _A 22 -— - _,-- -_ -CITY OF SANTA ANA GENERAL PLAN 75B-35 LAND USE ELEMENT The intensity standard for the Urban Neighborhood ranges from a floor area ration of 0.5 to 3.0; with residential density -based on a combination of floor area ratio and zoning development standards. A total of?-794313.4 acres of land in the City are designated Urban Neighborhood. Industrial The Industrial designation applies to those areas developed with manufacturing and industrial uses. The designation applies to areas which are predominantly industrial in character, and includes those industrial districts in the southwestern, south central and southeastern sections ofthe City. A total of 2,152.8 acres of land in the City is designated as Industrial, The maximum floor -area ratio for this designation is 0.45. The Industrial districts of the City are vital to its economic health. These areas provide employment opportunities for local residents, and generate municipal revenues for continued economic development. As one of the County's oldest cities, Santa Ana has long been an industrial center for the region. The City 's goal is to maintain this strong industrial base by setting land use policies which preclude the intrusion of less intensive commercial or residential uses. Typical uses found in this district include the Following: Light and heavy product manufacturing and assembly. - Commercial uses which are ancillary to industrial uses in the district. Institutional The Institutional designation includes the Civic Center, other governmental facilities, City facilities and public in such as schools, etc. Only public properties ofapproximately five acres or more are designated as Institutional. The maximum applicable floor area ratio standard for this designation is 0.5. The 0.5 FAR is used as a guideline since most development in this designation are State, federal, and local governmental facilities that are notsubject to local development regulations. A total of800.6 acres of land is included in this designation. Open Space The Open Space designation is applied to parks, water channels, cemeteries and other open space uses. A total of 1,010.9 acres are included in this .land use designation. Of this total, 358 acres of public park land is included in this land use designation. A-24 75B-36 CITY OF SANTA ANA GENERAL PLAN LAND USE ELEMENT Exhibit A-5 Major Development Areas 1-MainPlace 7-Tustin Avenue Corridor City Limits 2-Museum District 8-Metro East 3-Downtown 9-Transit Village 4-One Broadyway Plan 10-Harbor Mixed -Use Corridor 5 - Southcoast Metro 6-MacArthur Place o 0.6 12 Mikes iz%: -i tit J S CITY OF SANTA ANA GENERAL PLAN A-25 75B-37 City of Santa Ana General Plan Urban Design Element 1998 City of Santa Ana Planning Division N Adopted July 6, 1998 (Reformalled January 2010) This document includes revisions to the Urban Design Element adopted by City Council March 19, 2007 (GPA 2007-01) and as passed = by the voters of Santa Ana April 5, 2005 (GPA 2004-01) and GPA 2018-01 (pending), 75B-38 URBAN DESIGN ELEMENT Exhibit 4 City Form Map I_ J Doha NNghlorhooils Paths Truorinq Routes ® Noiln:Deshnation Points FIND Fon6141e1sectlons: Local Apes ® Lvdrwres: Foral Polnls ® Qle ,s ni:Aa ival Points City Cvnils I&& D ob I.TMiles CITY OF SANTA ANA GENERAL PLAN 21 75B-39 URBAN DESIGN ELEMENT Exhibit 5 Districts L A) 1. Trask Fairview 12. Downtown 23. South Harbor Blvd. 2. Northwest 13. Broadway 24.Thorton Park 3. North Main 14. French Park 25. Bristol Manor/SE Side/Delhi 4. Park Santiago 15.Intercity/RTC 26. Freeway Window 5. Cabrillo Park 16.4th St. Professional 27. Armstrong 6. West Side 17.Tustin Ave. 28.5outh Coast 7. Harbor Blvd. 18. Micicity 29. Sand Pointe B. Santa Ana 19. Central Historic 30. MacArthur Place/Hutton Center 9. Artesia Pilar 20. South Main 31. Freeway Corporate 10.Washington/Willard 21. Eastside 32. Metro East o oe rzmhe 11. Flower Park 22. Southeast Industrial ---CityLimits f r. fS CITY OF SAWA ANA GENERAL PLAN 75B-40 23 URBAN DESIGN ELEMENT Exhibit 7 Nodes I. Main Place Malf 2 'Maln St.Concourse 3. MacArthur Place 4. Mutton Center S. South Coast Bristol 6. Ceric Center 7. Downlawnl4th SUArtisl Vill 8. One Broadway Plaza & Bovrers Museum CITY OF SA14TA ANA GENERAL PLAN to. Tustin Ave. South of 17th St: 11. Santa Ana Zoo 1Z. Centennial Park 13. Willowick Golf Course 14. Bristol Marketplace 15. Rancho Santiago College 16. Regional Transportation Center 17. Metro East 18. Habor Corridor Plan • — City Limits 0 0.6 12 miles 75B-41 29 © cc ; b!{!# o \. _ -� - m!FORM j�! |!};i g0 " tu ];({{\z\/§\§ -j FIN ■■■E■■■■■ @ 75B- 2 LAND USE ELEMENT Table A-4 Land Use Plan Build -out Capacities Intensity/ Effective Buildout' Theoretical Land Use Acres Bensity Buildoul Low Density Residential LR-7 6c 454.E Hdt'aacc 99 45' 5,1 du Low Medium Density Residential LMR-11 420.6 4,627 du Medium Density Residential MR-15 363 15 du/ac — 5 7247�6 Subtotal 8� 55d 7,237 5 95 843 du' 55 243 District Center Others DC 309.5 90 du/ac FAR 1.0-2.0 11,955,SB3 at 3,017 du 23,764,534 s 3,017 du Heritage DC 18.8 FAR 1.7 54,090 sf 1,221 du 54,090 sill 11221 du Downtown DC 62.5 FAR 3.0 2,057,824 at 1,661 du 2,057,824 all 1,661 du Metro East DC g&3 FAR Q 7, 3.0 nn.rc 4oc..r ccr a. ?n4c10 cc51 a. L 2.n9356 sl _5.031 du 3 s 5 du Transit Village DC 51.4 FAR 5.0 402,864 sf 2,761 du _7 402,664 sf 2,761 du Harbor Corridor 00 125.0 FAR 5.0 1,836,155 sf 2,029 du 1,836,155 s 2,029 du Urban Neighborhood I UN 23 FAR 0.5-3.0 876k46-N 5,91L'�u �i;B46-du 313A 1.483.117 sf 5.529 du 1 1 7 sli 5 529 du Subtotal 994.5 20,568,989 sf 21,2556 e d 3758s21,255 21.256-dB 944:6 an429can . 21,256-d 'Ia"17 6124 43,338,9 i FAR 0.5.1.0 •. Professional 8 Admin. Office- PAD 600.8 3 085 2 sf 6 7 General Commercial GC 88" FAR 0.5.1.0 855.3 4 n 292 7'f 14 n.1 18.628.434 5f 10 09 AA OVVOt , 837,256.86 B sr One Broadway Plaza District Ctrs OBPDC: 4.3 FAR 2.9 543,193 sf 543,193 Subtotal 4,592.5 1480.4, 33,173;989 32,257,051 sf 65,894.79 63.970.9D9 at Industrial I IND 2,152.BI FAR0.45 42,199,991 sf I 42,199,991 sf �� 6,974,740s1 ' 17,438,850sf Insttutional NS 800.6� FAR0.2-0.5 Open Space OS 1,010.9 FAR 0.2 8,806,961 sl 8,606,961 sf Suhlolal 1,811.5 d5,7B1,701 sl 28,243,811 of rnn=poor area man; au.-owewng unit s.1.=square feet (01 floor area). Acreage shown in table does not include roads in right-of-way. 1 Effective capacity fornon-residential development assumes development possible under the lower range of FAR Intensity standards with the exception of the Metro East District Center, Transit Village District Center, Downtown District Center, Heritage District Center, and Urban Neighborhood areas. The Harbor Corridor District Center, Metro East District Center, Transit Village District Center, Downtown District Center, and Urban Neighborhood areas all= a range of intensity for mbrbre of residential and non-residential development based on the zoning development standards. Residential elfactive capacity was calculated by adding the gl.255 21;25 its passible in the District Center and Urban Neighborhood with the eldsting 74,588 (Census 2000) housing units.` ' Land use designation permits both residential and non-residential development Build -out assumes 90% of land area will be developed. as commercial and 10% will be developed as residential; with the exception of Town and Country Manor project Intended for continuum of care and housing_s_enidim ' Land use designation permits high Intensity office development with ancillary retail use. n �' j '�i _ Ws fable has been revised to correspond with the GIS rand Use Map Nustra led in EWbn2 CITY OF SANTA ANA GENERAL PLAN A-35 75B-43 ® ) ) Co ! o , FL kk < | ° Mum ! °12< _ = i \ / { :':::':: / j U / \%£ %Jer4r». ) \(\k){ � \d \ HIM / k�� k ® a ®!,!!!/! IMS /; , g§ g 11111111 ��,�•�•.��,.!!!!!ll,.:.l,,. / $ @ 75B- 4 P a1 e RL0 ' P I CS C�S Ci! N 17TH ST cs P c� I �R1 R, J []:rC-5 CSi' Rv Kxbt '� C6 1 6 ('I7� � TL _ 9R"I I,..f 1t g .ixsi IN 7-7 ZR - � r>" RA � i ®111111'�illll 11®i� d:cRnc11 z� ...,® z Q �vnxc la+• g t::� �IL"11'1®�Ill� 1 - -c� xRmmxK dr, iYllll�e� g�1' 3 P 3WFORDC2 - (N�n R�y.ti Y�Illll bfR flt 2 1Y✓ r uRsr i I II r J �� xurtsZ Si Rb SON ' I li �i i oeb jk� cox %. _ i fF1 � u. [F r3 Rol 0osA r�R-r FLl 'Ti , mxsr g I PIO A p OEt II^ n m .d. �ppp�pp���� cx L2 P 11-- P 6 P W mmP z p1� P r1 4TH ST P 9 RI ®€£.CU� N Y PIOZ� p �Q br 111,10 .ww 3 R2 (M1. ff 9b = L fR'` a3 R3 i� �p pyybi � SD5NO2A 6 L ©©©�j Lb 1 J !. ��� �—� Rs Rl z, cvozi 9 p 9 � cvoz JU 'c� w�p� pza cvozr mlak ipq' cvozi� cSlaLt 'Cfiort C90E1 Y'f1CYOL,� CL021 p FEE����� 1tt 157 STLA ,n'A' \ CLOZI SDb910HIC&02C510' CLOz, hI CL021 6, QA T1-5-9 Pcnrt O.rz:1Z119/rz ZONING DISTRICTS Al GENERALAGRICULTURAL CSM SOUTH MAW STREETCOMMERCVLL DST. R2 TWO-FAMLYRESIDENCE -B PARKING MODIFICATION Cl COMMUNITYCOMMERCIAL GC GOVERNMENTCFNTER R3 MULTIPLE-FAMILYRESIDENCE -OZ OVERLAYZONE CIMD COMMUNITY COMMERCIAL - MUSEUMDST. Ml LIGHTWDUSTRIAL R4 SUBURBANAPARTMETTT PLANNED RESIDENTIAL C2 GENERAL COMMERCIAL M2 HEAVY WDUSTRWL RE RESIDENTIAL ESTATE -PRD DEVELOPMENT C4 PLANNEDSHOPPWG CENTER O OPENSPACE SD SPECIFIC DEVELOPMENT -HD2 HEIGHTDSTRCTII C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN CR COMMERCIALRESUENRAL RI SNGLSFAMLYRESIOENCE OZ1 METROEASTOVERLAYZONE - SECTIONAL DISTRICT MAP: 5-5-9 CITY OF SANTA ANA, CALIFORNIA Exhibit 4 75B-45 s-s-9 ! cvozl z cvoz, t�o\ a,"yl ' T ST "1 z 'a cv9al soeoloz+ c 9zi 1 �Ml ¢ � mlozll c 9 r tPi�oiS vf'7 c- '. O\ ° r M1 O Obi O - R310bt 1 `. c 6s.xmav . .. ... UJ 9V Ca1i � '• 5016 —'1 FSYw I 1 tPt M1 - d i a vuxexw•n nv 1 I ra M11 1 z �a R 1 x OItlMNOY 0. Q% IML NO�H,dMLT� o Mt P1 h L5 MCE9 ..EISNV�..—..—.-.�.. �..�..-.. _..—..—..—..—.. LM,1I u 1 0 M1 NIL6HIHE � i g s vmsxiHenv 3 1 s 1 g i sQ.l �o 9 1 m M, I I9 \ 1 z i sow i D ,QQB 20-5-9 IRixr DwrtliPHP) 20-5-9 b]\P ZONING DISTRICTS Al GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DIST. R2 TWO-FAMILYR6IDENCE .B PARKNG MODIFICATION Cl COMMUNITY COMMERCIAL GC GOVERNMENTCENTER R3 MULTIPLE -FAMILY RESDENCE -OZ OVERLAYZONE DIME) COMMUNITY COMMERCIAL - MUSEUM DIST. M1 LIGHTNDUSTRIAL R4 SUBURBANAPARTMENT PLANNEDRESDEJTIAL PRE) DEVELOPMENT C2 GENERALCOMMERCIAL M2 HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE C4 PLANNEDSHOPPINGCENTER O OPENSPACE ED SPECIFIC DEVELOPMENT -HD2 HEGHTDIS RICTII C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN CR COMMERCIALRESDENIAL R1 SNGLE-FAMLYRESIDENCE SECTIONAL DISTRICT MAP: 17-5-9 CITY OF SANTA ANA. CALIFORNIA Exhibit 4: 75B-46 �me )' �� / \ \ i\;� [� �� » \ � �� ` : » k\; \ \ Table of Contents Section 1 Purpose and Objectives 1 Section 2 Applicability 3 Section 3 Development Districts 5 Section 4 Development Standards 9 Section 5 Design Principles 24 Section b Signs 28 Section 7 Compatibility/Operational 30 Section 8 Standards Implementation 31 FIGURES Figure 1: MEMU Overlay Zone Location 3 Figure 2: MEMU Overlay Zone Development Districts 5 TABLES Table 1: District Descriptions 7 Table 2: Development Standards Summary 9 Table 3: Land Uses 10 Table 4: Building Setbacks 21 APPENDIX Metro East Public Realm Amenity Plan 1.0 Purpose and Objectives 1.1 PURPOSE The purpose of the Metro East Mixed Use Overlay Zone, hereinafter referred to as the MEMU Overlay Zone, is to introduce development forms and uses that will provide for the creation of a high -intensity, mixed -use urban village within a previously developed mid -rise to high-rise office environment. This chapter establishes standards which will fulfill the following major objectives for this mixed -use urban village area. 1.2 OBJECTIVES Mixed -use urban village prototype The Metro East Mixed Use Overlay Zone is intended to create a unique urban environment that achieves the following objectives: a. 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. b. Facilitate well -designed new mixed -use development projects that combine residential and nonresidential uses through innovative and flexible design solutions. c. Achive the harmonious integration of new mixed -use development within the existing fabric of the mid - rise and high -rise office environment and commercial land uses. d. Encourage urban form anc achitecture that incorporate contemporary design styles and solutions as well as the use of sustainable building and site design concepts such as green buildings, energy -conserving building materials, and landscaping designs that reduce water consumption. e. Create highly-amenitized streetscapes that provide items such as landscaping, street furniture, niche or linear parks, passive and active water features, public plazas and courtyards, public art, and public transportation shelters in a design that integrates the public realm with adjacent private development and serves to create a distinct identity for the district. Contemporary design solutions f. Provide for an appropriate interface of land uses and development intensities relative to the Transit Zonino Code area, the Santa Ana (1-5) Freeway, and the Costa Mesa (SR-55) Freeways. g. Create a highly -integrated pedestrian system that provides for connectivity between the residential areas and public recreation amenities to the north and the MEMU Overlay Zone area. Active urban mixed -use Street -facing retail h. Provide for active street life through the inclusion of dedicated pedestrian -oriented design;and active uses on the ground floor at strategic location. i. Provide for a mix of housing in order to encourage a continuum of living and a variety of household types. Ensure that each project includes exceptional site planning, unique architecture, high -quality building materials, extensive open space, indoor and outdoor amenities and first-rate public improvements. Ground -floor commercial space at strategic comer k. Encourage parking solutions that provide for adequate parking to ensure the long-term quality of the project, but that are creative in their design thereby enhancing the area's urban form. Parking requirements are designed to create a level of scarcity that will discourage vehicle trips, increase pedestrian activity, and enhance the provision of high -quality building and site design. Facilitate project designs that encourage adequate amounts of retail or commercial space to service residents and/or employees within the development and the larger Metro East Overlay Zone area. m. Allow for the development of varied residential types in a mixed -use configuration including, but not limited to loft -style units, live/work units, attached row houses, and high -quality stacked flats. n. Provide adequate access for public safety services. o. Stimulate investment and reinvestment in the area through the provision of a comprehensive planning framework that facilitates private -market success. p. Provide for an alternative set of zoning regulations than is provided for by the underlying zoning district . q. Implement the City's General Plan. Unique architecture Contemporary building materials 0 . m 1i1 .W R: SUdY S iiT � r . it 7 3 1 metro east mixed -use overlay zone 2.1 APPLICABLE REGULATIONS These provisions shall apply to all properties within the MEMU Overlay Zone, but do not supersede the underlying zoning districts. All new development within the MEMU Overlay Zone will be subject to the requirements and improvements required in the Metro East Public Realm Amenity Plan, which is included as an Appendix. Definitions of terms not found within the MEMU Overlay Zone are found within SAMC Chapter 41, Article 1, Division 2. 2.2 CONTINUANCE OF DEVELOPMENT RIGHTS UNDERLYING ZONING DISTRICT STANDARDS All regulations, development standards, and requirements in the underlying zoning districts shall continue to apply to those properties that are currently developed according to the existing standards. New properties may also be developed to the existing underlying zoning district provided that all standards and requirements of the underlying zone are met. 2.3 OPTION TO APPLY THE MEMU OVERLAY ZONE Properties within the MEMU Overlay Zone may choose to develop to the standards of the underlying zoning districts or to the standards contained within this MEMU Overlay Zone. In order to exercise the option to develop under the MEMU Overlay Zone district, a MEMU Site Plan Review application approved by the Planning Commission shall be required. In granting such approval, the Planning Commission must find that the proposed development is in compliance with the provisions of the MEMU Overlay Zone and the Findings in Section 8.2 of this code section. In order to facilitate project and site design consistent with the provisions of this MEMU Overlay Zone, any development proposal for exercising use of the MEMU Overlay Zone shall be designed so that any primary use within the development is located within a newly constructed building. No primary use or uses shall be located in a building that has been rehabilitated or is otherwise the reuse of an existing building. 2.4 USE OF PHOTGRAPHS Photographs are used liberally throughout this document and are intended for illustrative purposes only. Specific development standards and regulations contained in this document are the controlling language for purposes of development regulation. 3.0 Development Districts This section delineates the development districts within the MEMU Overlay Zone (Figure 2) and describes the overall form and character of each District (Table 1). There are four development districts in the MEMU Overlay zone that differ in the permitted land uses and development intensity as determined by their location and adjacency to sensitive land uses and freeways as shown on Figure 2. The Village Center District contains a pedestrian -oriented area designed to serve a central core for the Metro East area. Developments within the Village Center core are allowed at a slightly greater intensity to facilitate the role and function of this area as an activity node within the Metro East area. Table 1 provides general descriptions and representative images of the character of each District within the Metro East Mixed -Use Overlay Zone. MEMU Overaly Zone Boundary Neighborhood Transitional District Village Center District Active Urban District Office District Pedestrian - Oriented Design at Ground Level Potential Roadways Figure 2 MEMU Overlay Zone Development Districts L�_ Neighborhood Transitional District Village Center District The Neighborhood Transitional District is intended to provide opportunities for development that acts as a transition between the single-family residential to the north and the adjacent high -intensity Active Urban District. Designated for the lowest scale and the lowest intensity of uses in Metro East, development in this district is limited to residential, live/work, small scale neighborhood serving commercialor office uses. These uses may combine office on the ground floor with residential above or in freestanding single- use buildings on the same site at between two and three four (234) stories in height. New development in this area will be designed to provide an appropriate interface with high levels of landscaping and design features that minimize impacts to the adjacent single family residential area to the north. The Village Center District is intended to serve as the focal point and central gathering place within Metro East in well -designed highly connected development sites and public spaces. The District will provide a high level of neighborhood identity and activity through its central location and emphasis on creating a vibrant, attractive, and .highly -interconnected pedestrian environment. Opportunities will be provided for shopping, dining, recreation, entertainment and services accessed by extensively landscaped, wide sidewalks that allow free flow between jobs, housing, and retail and commercial services, or opportunities for leisure walking within the District. The Village Center will provide commercial, office, and residential uses in the same building or on the same site in mid -rise buildings of #rem six to ten (6-10) stories in height, in settings that provide open spaces, niches, and areas for gatherings and activities along streets, paseos, and interconnecting walkways that link the Village Center to adjacent districts and nearby public parks to the north. This District contains a pedestrian -oriented area designed to serve as a core activity center for the Metro East area. Developments within this core area along Fourth Street are allowed up to ten (10) stories in height to enhance the function of this area as a major activity center. Active Urban District Office District The Active Urban District is intended as the location for well designed high rise mixed use developments in a highly urbanized environment that capitalizes on the exposure and access provided by two adjacent freeways, the Santa Ana (1-5) and Costa Mesa (SR-55), and three. major arterials (First and Fourth Streets and Tustin Avenue). Development in this District is envisioned to reflect signature architecture that reinforces the identity and character of Metro East as a vibrant urban village that serves as a regional employment and activity center. The Active Urban District will include major office, residential, commercial, hotel, and entertainment opportunities that are more intensive in scale and design than the adjacent Village Center. Developments in this District may combine office, commercial, and residential uses within one vertical mixed use -building with commercial on the ground floor and office or residential on the upper floors or a mix of uses within freestanding buildings on the same site. Developments will be designed to showcase an amenity -enhanced environment that provides numerous open space opportunities within this urban environment for the enjoyment of residents, employees, and visitors, and to promote pedestrian connections between this District and the Village Center as well as Cabrillo Park located north of Metro East area. 6��)I�I���A, �y�• �'w rah ,:> The Office District contains existing low -to high-rise office development along Tustin Avenue and adjacent to the Santa Ana (1-5) Freeway. These developments were in place prior to establishment of the MEMU Overlay Zone and will be maintained exclusively as office to promote and maintain a healthy balance between office, commercial and residential land uses within the Metro East area. 4.0 Develoment Standards The MEIVILI Overlay Zone establishes development standards for each District, as summarized below in Table 2. Additional requirements for the standards listed in Table 2 are specified in Sections 4.1 through 4.8. :)ment Ston6rds Summary P fog: Development Standards by U District .Y M -Z 117Z 'Tgn mm s� A __1___I._fl. 4.1 Land Uses (See Table 3) 4.2 Maximum No. Stories 34 6 10 stories in Village Cor, No Maximum 6-10 (See Section 4.2) 3 Stories Minimum 4.3 Minimum Development Site 20,000 sq. ft. 30,000 sq. ft. 1 acre 1.5 acre Area 4.4 Permitted Street Level Building Frontages Front Porch Yes Yes No No Stoop Yes Yes No No Forecourt Yes Yes Yes Yes Shop Front No -Yes Yes Yes Yes Gallery Yes Yes Yes Yes Arcade Yes Y es Ye s Yes 4.5 Publicly Accessible Open Space 5% of Tota I Lot Area 16% of Total Lot Area 15% of Total Lot Area 15% of Total Lot Area 4.6 Private/Common Open Space 499-90 sq. ft. per unit 4-0990sq.ft.perunit 44W90sq.ft.perunit 10% of Total LotArea 4.7 Building Setbacks (See Table 4 on Page 21) Residential: 2.25 Residential: 2-2.25 Residential: 2.25 Office: 3 spaces per 4.8 Parking spaces per unit spaces per unit spaces per unit 1,000 sq. ft. Non -Residential: Per Non -Residential: Per Non -Residential: Per Other Per Code Code Code Code * For turther detail, refer to Section 4.8, Parking and Access. 9 4.1 LAND USES The MEMO Overlay Zone sets forth specific uses to made by the Executive Director of Planning that the be allowed within each district, as shown in Table 3, proposed use is compatible with the overall intent and subject to a MEMU Site Plan Review approval by the character of the MEMU Overlay Zone as specified in Planning Commission. Any use that is not specified as Section 41-601(c) of the Santa Ana Municipal Code permitted or conditionally permitted within the MEMU (SAMC). Overlay Zone is prohibited unless a determination is Residential Uses Live/Work Units Multiple -Family Residential Non -Residential Uses Art galleries and studios including, but not limited to; photography; fine art; fiber art; printing, lithography, and calligraphy; ceramic and pottery; glass blowing and sculpting Eating establishments, (cafes, restaurants) Bakeries Retail and Service uses Medical and Dental offices Professional, administrative and business offices Child care facilities Gymnasiums and health clubs Hotels Indoor/outdoor entertainment Religious Institutions Schools Tattoo Establishments Temporary outdoor activities Theaters and cinemas Use/Operational Standards Drive through establishments 9 g C c v Z o Special Provisions (references to other 0 -A o v applicable code sections or m o o •_ limitations) Z� > a P P I P N Subject to provisions of this division P �4P I P N P I P I P I P Al P P I P P CUP for liquor sales, after hours c NP P P P NP P P P P P P P P P P P P P P P N P P Cu N P P CUP N P P P As defined in Chapter 41 of the SAMC CUP CUP CUP CUP N P P N N P P N Subject to Sec. 41-199.3 of the SAMC LUC LUC LUC LUC Subject to Sec. 41-195.5 of the SAMC N P P P N I__N I N I N In addition to the land use categories listed in Table 3, the following regulations and operational standards shall apply to development within the MEMU Overlay Zone. 4.1.1 Village Center Core: Pedestrian -Oriented Design and Active Ground -Floor Uses In order to generate pedestrian use and contribute to an active street life, developments located in the Village Center core, properties fronting on Fourth Street will be allowed to develop up to a height of ten stories for a depth of 150'. The ground floor of buildings fronting on Fourth Street between Cabrillo Park Drive and Park Center Drive, and Golden Circle Drive south of Fourth Street as shown in Figure 2 shall have commercial uses and pedestrian -oriented designs. The pedestrian -oriented design features include, but are not limited to, visually transparent and architecturally articulated building facades, or designing arcades or courtyards for activities such as outdoor dining or active open -space areas. Active uses that are visually accessible to the public also may satisfy this requirement and may include, but are not limited to, uses such as a workout room for a health club, a cooking class, the nonresidential portion of live/ work units, or other active -artisan use. Three-story live/work units 4.1.2 Uve/VUork Units The residential component of live/work units shall be contiguous with and integral to the working space with direct access between the two areas and shall not be designed as a separate stand-alone dwelling unit. This requirement does not preclude a separate access for the residential area as long as there is not a physical separation between the living area and the work areas of the unit. In addition, the following regulations shall apply to live/work units: Two-story live/work units a. Residential use is permitted only in combination with individual studios in a manner which provides an integrated working and living environment. b. At least one (1) off-street parking space shall be provided for each dwelling unit. c. A live/work unit shall be at least one thousand (1,000) square feet in size. d. It shall comply with all Housing Code requirements as modified by section 8-2700 of the SAMC. e. The residential component of a live/work unit shall meet the following standards: 1. It shall have a space of at least seven hundred fifty (750) square feet. 2. It shall have access to separate bathroom facilities, including a water closet, a wash basin, and a bathtub or shower. 3. It shall have separate kitchen facilities including a kitchen sink, cooking appliances and refrigerator. All such facilities shall have a clear working space of at least thirty (30) inches in front. f. On -site laundry facilities are required within each unit. 4.1.3 Stand Alone Residential Development Consistent with the objectives of the MEMU Overlay Zone to encourage and facilitate mixed -use, no stand-alone residential building shall be permitted except in the Neighborhood Transitional District or as a component of a mixed -use project that has different uses in multiple buildings designed as an integrated development on a single development site. An integrated development is a project that is built on a site comprised of more than one parcel or contained in more than one building when the uses and support facilities such as parking or open space are designed to function in a cohesive interactive manner throughout the development site. 4.2 MAXIMUM NUMBER OF STORIES A. The overall scale and massing of development within the MEMU Overlay Zone should transition from the existing low -scale intensity of the Neighborhood Transitional District, which is adjacent to an existing single-family residential neighborhood, to mid -rise development in the Village Center and high-rises in the Urban Core adjacent to the Santa Ana Freeway. To create a varied skyline and enhance the form of development sites throughout the Metro East area, building heights will be regulated based on the maximum number of stories permitted. The following maximum stery heights are ical Pg'-'«a for the uses within a building as calculated from floor to floor: 1. Residential: 9-15 feet (includes lofts and live work unit designs) 2. Retail: 18 feet 3. Retail with mezzanine: 22 feet 4. Specialty retail: 22-24 feet 5. Office: 13.5 feet B. In compliance with the Airport Land Use Commission (ALUC) of Orange County, the following conditions shall apply to all new development with the MEMU Overlay Zone. 1. For development of structures that exceed 200 feet in height above ground level at a development site, applicants shall file a Notice of Proposed Construction or Alteration with the FAA (FAA Form 7460-1). Following the FAA's Aeronautical Study of the project, projects must comply with conditions of approval imposed or recommended by the FAA. Subsequent to the FAA findings, the City shall refer the project to the ALUC for consistency analysis. 2. Buildings within any District of the Overlay Zone shall not penetrate the FAA FAR Part 77 imaginary obstruction surface for John Wayne Airport. 3. Applicants shall file a Notice of Proposed Construction or Alteration with the FAA (Form 7460-1) for any construction cranes that exceed 200 feet in height above ground level. C. New development will be required to be within the following maximum number of stories based upon their location within the MEMU Overlay Zone except as specified below: 1. Neighborhood Trans'dional District Three Four stories maximum New development shall be of a low scale, and should serve as a visual transition between the MEMU Village and adjacent residential areas to the north. New development Three-story live/work units in this District shall be compatible in height, scale, and mass with adjacent residential development to the north, with heights ranging between two and three four stories. 2. Village Center District Six stories maximum; ten stories maximum within core area (See Section 4.1.1) New development in the Village Center District is more intensive in scale than Neighborhood Transitional, and shall serve as a visual transition from the low -intensity of the Neighborhood Transitional District to the intensive development in the Active Urban District. The height, scale, mass and bulk of new development shall be designed to achieve a "human scale" at the ground level to foster a pedestrian -friendly atmosphere, with buildings located along and oriented to the street frontages and common plazas. In order to encourage and maintain active streets and function as a central gathering place and 18-hour activity center for residents, employees, and visitors, a core area along Fourth Street will be allowed to develop at a height of up to ten stories, for a depth of 150'. Five -story mixed -use comer building (See also Section 4.1.1). Properties outside the core of the Village Center will be allowed to develop up to a height of six stories. 3. Active Urban District: No maximum height; minimum three stories required The Active Urban District is the most intensive in scale within the MEMU area, and is designed to create a highly urbanized environment. New development in this District shall relate in scale, height, and configuration with adjacent buildings. New development shall be designed and oriented to promote intensive public activity at the ground level that integrates and establishes a cohesive transition to adjacent Districts. Larger buildings shall be broken down in scale through changes in massing, changes in plane and profile, fagade subdivision, as well as other architectural means to ensure that the building is well proportioned and creates a satisfactory composition. Sites in this District shall be designed so that tower elements do not impact adjacent lower intensity developments but rather are designed to maximize exposure to the freeway or to adjacent developments of a similar intensity. A minimum building height of three stories is required within this District to ensure that a level of intensity is achieved on any development site even when there are multiple buildings of various heights. Any new development that is ten stories or greater in the Active Urban District and is proposed at a location adjacent to a multiple -family residential use or zone outside of the MEMU area shall be set back at least 150' from the property line of the adjacent residentially used or zoned property. 4. Office District: Ten stories maximum Existing development within the Office District varies from two-story garden offices to the high-rise Xerox Center adjacent to the 1-5 Freeway. Development in this District is limited to office uses to maintain a core of offices uses within the Metro East area and therefore is least likely to utilize the provisions of the MEMU Overlay Zone. New development in this District under the Overlay Zone will vary from low-rise garden office to mid -rise office buildings with ancillary uses and may not redevelop as quickly as other Metro East areas. Higher intensity mixed -use building The height, scale, mass and bulk of new development shall be designed to achieve a "human scale" at the ground level to foster a pedestrian -friendly atmosphere, with buildings located along and oriented to the street frontages and common plazas. In order to maintain a consistent level of development intensity within this District, a minimum height of three stories is encouraged. If a project is on a large site with multiple buildings, an average of four stories should be used as a guide. 4.3 MINIMUM DEVELOPMENT SITE AREA As a means to encourage development that achieves the objectives of the MEMU Overlay Zone, all new development shall have a minimum lot size that facilitates the use of design principles that achieve adequate setbacks, open spaces, connections with adjacent properties in the district, and a high level of site design. Required development site area is required as follows: a. Neighborhood Transitional District 20,000 square feet b. Village Center District 30,000 square feet c. Active Urban District 1 Acre (43,560 square feet) d. Existing Office District 30,000 square feet 4.4 PERMITTED STREET LEVEL BUILDING FRONTAGES A. Appropriate building frontages reinforce a continous urban street wall defining the street edge and encouraging public -private interaction which results in active pedestrian urban spaces. in order to encourage a stronger public -private interaction within the Metro East area, new development will be required to inlcude one of the building frontages specified by district below: • Front Porch • Stoop • Forecourt • Shop Front • Gallery • Arcade 1. Front Porch 1. Neighborhood Transitional District: a. Front Porch b. Stoop c. Forecourt building frontages are permitted d. Shop Front 2. Village Center District a. Front Porch b. Stoop c. Forecourt d. Shop Front e. Gallery f. Arcade 3. Active Urban District a. Forecourt b. Shop Front c. Gallery d. Arcade 4. Office District a. Forecourt b. Shop Front c. Gallery d. Arcade B. Street level building frontages shall be designed according to the following descriptions and requirements. A front porch is frontage wherein the fagade is set back from the frontage line with an attached roofed porch that extends into the front open space area. Porches shall have a minimum dimension of 8 feet in any direction. 2. stoop A stoop is frontage wherein the fagade is aligned close to the frontage line with the first story elevated from sidewalk sufficiently to secure privacy for the windows. The entrance is usually an exterior stair and landing. This type is recommended for ground floor residential uses. 3. Forecourt A forecourt is a frontage wherein a portion of the fagade is close to the frontage line and the central portion is set back. The forecourt created is suitable for vehicular drop offs and/or required open space areas. (Minimum dimension of a forecourt should be 20 x 20 feet). This type of frontage should be allocated in conjunction with other frontage types. Large trees within the forecourts may overhang the 4. Shop Front (?, ✓.. -Y&( .\ ! I / / A shop front is frontage wherein the fagade is aligned close to the frontage line with the building entrance at sidewalk grade. This frontage is conventional for retail use. It has substantial non -reflective glazing at the sidewalk level and should include awnings at main entrances that may overlap the sidewalk consistent with the City's overhead sidewalk encroachment provisions. 5. Gallery A gallery is frontage wherein the fagade is aligned close to the frontage line with an attached cantilevered shed or lightweight colonnade which may overlap front open space areas. This type is convenient for retail use. The gallery shall be no less than 10 feet wide and may overlap adjacent open space areas up to within 5 feet of the parkway or sidewalk area. p -_ i 0 d An arcade is frontage wherein the fa4ade may abut the sidewalk at the frontage line. This frontage type is conventional for retail use. The arcade shall be no less than 12 feet wide and may not overhang the sidewalk but may be within 5 feet of the parkway or sidewalk. 4.5 PUBLICLY ACCESSIBLE OPEN SPACE In order to provide relief from the intensity of development within the MEMU Overlay Zone and provide for a high level of pedestrian connectivity and activity throughout the Metro East area, it is necessary to provide a variety of open space opportunities. Publicly accessible open space areas shall be designed to optimize linkages and connections with adjacent properties within the District. Further, open space areas shall encourage active use and pedestrian activity between the public and the private realm. A. To achieve well -designed and highly amenitized open space areas that are accessible to the public, new development will be required to include an open space component that is accessible to the public through the main street -facing fagade entry of the project. These areas may be inclusive of a front setback or driveway areas, but may not include parking areas or rear setbacks to satisfy a private open space requirement. All new development within the MEMU Overlay Zone shall provide publicly accessible open spaces as a percentage of the total development site area as follows: Public plaza 1. Neighborhood Transitional District: 5 percent 2. Village Center District: 10 percent 3. Active Urban District: 15 percent 4. Office District: 15 percent B. In addition to the above requirements, the following provisions shall apply to the design, location, and materials used in these open space areas: 1. Plazas, courtyards, or other publicly accessible open space areas at the ground level may be used to satisfy this requirement, and shall be incorporated into the design of the development. 2.Parking and rear setback areas shall not be considered to meet this requirement. Front and side setback areas that are integrated into the design of the public open space may be considered to satisfy this requirement. 3. Public open space areas shall be visible and accessible from the public rights -of -way to engage the interest of pedestrians and encourage public use. 4.A combination of landscape and hardscape materials shall be used in the design of these areas to satisfy the following requirements: a. Hardscape paving may include brick, stone, interlocking concrete pavers, textured concrete, and/ or impressed patterned concrete. Hardscape elements may include, but are not limited to, seating areas, potted plant materials, water features, and public art installations. b.The balance of the open space areas shall be landscaped with turf, shrubs, or groundcover, and trees. All plant materials shall be in proportion to the height and mass of the building, and shall be permanently maintained. 5.In order to achieve sunlight and air circulation in required open space areas, the following minimum height to width ratios shall be provided: a. Enclosed Open Space: 2 to 1 ratio (Open space that is enclosed on four sides, such as a courtyard). The required open space shall have a width of at least one-half the height of the adjacent building facade (measured perpendicularly from the facade). This requirement shall apply to all sides of the required open space. b. Open Space which is open on one or more sides: 3 to 1 ratio The required open space shall have a width of at least one-third the height of the adjacent building facade (measured perpendicularly from the facade). This requirement shall apply to all sides of the required open space. 6. The required publicly accessible open space areas shall be located and configured as one of the following: Active public pen space areas a. Front: The publicly accessible open space area is located along the street facing frontage of the building as illustrated. b. Forecourt: The publicly accessible open space area is located along a recessed center section of the front fagade of the building as illustrated. c. "L" Shaped: The publicly accessible open space area is located along the front and side of the lot as illustrated. d. Paseo or Central Courtyard: The publicly accessible open space area is located on the side of the building or along a center pedestrian Paseo or courtyard as illustrated. 4.6 PRIVATEXOMMON OPEN SPACE To support and enhance the publicly accessible open space, new development within the MEMU Overlay Zone will be required to include private and/or common open space for resident, tenant and visitor use. Private and/or common open space shall be provided in addition to the required publicly accessible open space in Section 4.5. Residential developments: Private or common open space shall be provided on a per unit basis for residential projects and shall be a combination of the total required space divided between private areas such as balconies or patios or common areas such as courtyards, recreation facilities, multi -purpose room or other areas designed for the common use of residents as specified below. Nonresidential or mixed -use developments: Private or common open space shall be provided as a percentage of the total lot area for nonresidential projects and may be used to provide site amenities such as rooftop decks, courtyards, or similar features. Mixed use developments shall combine the residential standards and the nonresidential standard to satisfy this provision. A. Private or common open space shall be provided in the following amounts: 1. Neighborhood Transitional District: 499 90 square feet per unit 2. Village Center District: 409-90 square feet per unit and 5 percent of the total development site area for nonresidential uses. 3. Active Urban District: 49Q-90 square feet per unit and 5 percent of the total development site area for nonresidential uses. 4. Office District: 10 percent of the total development site area B. In addition to the above standards, all private and/ or common open space areas are also subject to the following provisions in their design, location, and selection of amenities: 1. Private and common open space areas shall be designed for the exclusive use of the residents or tenants of the property and their guests and shall not be publicly accessible except in the Neighborhood Transitional District where the required private/common open space may be designed in combination with the required publicly accessible open space specified in Section 4.5. 2. In the Neighborhood Transitional, Village Center, and Active Urban Districts, a combination of private and common open space shall be provided to satisfy the following requirements: a. Common open space amenities shall include, but are limited to, one or more of the following amenities: courtyards, plazas, tennis courts, swimming pools, spas, permanently equipped gym/ exercise rooms, or other permanent amenity. Rooftop decks and terraces may be used to satisfy this requirement, however, these areas shall be easily accessible to all residents within the building, and face the public rights -of -way where possible. b. Private open space areas may include balconies, patios, terraces, or rooftop decks. These areas shall be carefully integrated into the overall architectural design of the building. Architectural elements such as railings, trellises, short walls, or roof top enclosures shall be consistent with the architectural style of the structure to which they are attached. 3. Open space areas shall be constructed of permanent materials and be permanently integrated into the design of the building. 4. In order to achieve sunlight in outdoor common open space areas, the following building height to open space width ratios are required: 1 to 1; and 2 to 1 if the Private rooftop deck Private balcony 4.7 BUILDING SETBACKS A. Setback area requirements facilitate the incorporation of publicly accessible open space while reinforcing a continuous urban street frontage that defines the street edge. Setback requirements are designed as a range so that variety may be achieved in the public/ private interface area depending on the site and building design and its relationship to adjacent developments. Setbacks are designed to coordinate with the public improvements identified in the Metro East Public Realm Amenity Plan (Appendix). New development within the MEMU Overlay Zone shall be designed to provide setback areas from private or public streets as follows: Table 0 0 0 Adjacenttopublic street right-of-way or 10ft(4) — publiceasement Adjacentto alley orintemal aisle 3 ft — Adjacentto parking 7 ft — ClearZone 25ft — - Adjacentto 1st and 2ndfloor 15 ft — anyresidential use 3rd floor and above (5) 20130 ft — Adjacentto all All floors 5 ft — otheruses Up to 3rd floor 6 ft — 4th floor and above 15 ft — Notes 1. Setbacks are measured from the closest point of a building to the property line or public easement, except for clear zones. If a front yard/porch frontage is used, the building facade may be setback a maximum of 15 feet. 2. Additional setbacks for entry plazas or courtyards or to meet adjacent structures, may be permitted subject to additional design review. Frontage types may be used to satisfy setback requirements. 3. Building planes above 3rd floor shall have at a minimum a 50% variation in setback within the specific standards in Table 4. 4. If a development proiect has multiple frontages the maximum setback along one street frontage may be exceeded if the area is used for publicly -accessible open space. 5. For building with seven or more stories, the third floor and above must be set back a minimum of 30 feet from anv residential use 6. Clear Zones: a. Clear zones are reauired at driveway. street. or alle intersections to provide adequate line of sight for drivers, bicyclists, and pedestrians as they approach intersections. The clear zone shall consist of an isosceles right triangle with 25-foot sides along the ppopegy line. b. The clear zone shall not be occupied by a ground floor building facade. Site and building features that are taller than 30 inches in height, including utilities, mechanical equipment, fences, and landscaping, are prohibited in the clear zone. c. Upper floors may extend over the clear zone. Awnings must maintain a vertical clearance of at least 15 feet within the clear zone. B.In addition to the above setback requirements, the following provisions shall also apply to new development projects: 1. In order to encourage flexibility and provide an organic feel in the design and building -street interaction, there is no minimum setback requirement within the MEMU Overlay Zone, yAt4 2, Setbacks abutting public right-of-way may be further recessed from the maximum setback specified for the purpose of a public open space, dining/gathering or special entry area. These areas may not satisfy private open space requirements. 3.Setbacks abutting public rights -of -way shall be landscaped with lawn, trees, shrubs, or other plants and/or decorated as a hard surface expansion of the sidewalk. A combination of landscape and hardscape materials shall be provided as follows: a. Hardscape paving may include brick, stone, interlocking concrete pavers, textured concrete, and/or impressed patterned concrete. Hardscape elements shall also be provided when setback area is being used to satisfy publicly accessible open space areas. These elements may include, but are not limited to, seating areas, potted plant materials, water features, and public art installations. b.The balance of the setback areas shall be landscaped with turf, shrubs, or groundcover, and trees. All plant materials shall be in proportion to the height and mass of the buildin, and shall be permanently maintained. 4.8 PARKING AND ACCESS Adequate parking is necessary to service the full -range of uses permitted within a development project. In order to enhance the appearance and character of the Metro East area, parking should not be a part of the pedestrian level streetscape. The goal of the Metro East area is to provide adequate parking that encourages people to "park once" and conveniently walk to multiple destinations in the same area. Standards below reflect this concept except in the Neighborhood Transition District where parking is established at a rate that does not impact the adjacent residential neighborhood to the north. The parking standards for the MEMU Overlay Zone are designed to accommodate the wide variety of uses in the area while providing an incentive for mixed -use projects that encourage an active street life and convenient services and leisure activities for Metro East residents and visitors. A mixed -use development is defined as any development that contains more than one type of use in a building or set of buildings and contains within the development a residential component. Stand alone uses are defined as operations or uses that are not a component of an integrated mixed -use development project. Dimensions of parking spaces and drive aisles shall be consistent with SAMC Article W Division 1. A. Parking within the MEMU Overlay Zone shall be required for new development in each district as follows: 1. Neighborhood Transitional District a. Stand-alone residential: 2.0 spaces per residential unit, inclusive of guest parking b. Office or other permitted nonresidential uses: As required by Division 3 of Article 15, Off -Street Parking Requirements, SAMC. 2. Village Center District a. Stand-alone nonresidential Uses: As required by Division 3 of Article 15, Off - Street Parking Requirements, SAMC. b. Stand-alone Residential Uses:Asrequiredby Division 3 of Article 15, Off -Street Parking Requirements, SAMC. c. Mixed -use Developments with less than 10 percent of the gross floor area devoted to a commercial activity: A minimum of 1.8 spaces per residential or live/work unit inclusive of guest parking and any nonresidential uses. d. Mixed —use developments with 10 percent or greater of the gross floor area devoted to a 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 be established. 3. Active Urban District a. Stand-alone Nonresidential Uses: As required by Division 3 of Article 15, Off - Street Parking Requirements, SAMC. b. Stand-alone Residential Uses: As required by Division 3 of Article 15, Off -Street Parking Requirements, SAMC. c. Mixed -use Developments with less than 10 percent of the gross floor area devoted to a commercial activity: A minimum of 1.8 spaces per residential or live/work unit inclusive of guest parking and any nonresidential uses. d. Mixed -use developments with 10 percent or greater of the gross floor area devoted to a 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 forthe 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 be established. 4. Office District a. Office or other permitted nonresidential uses: As required by Division 3 of Article 15, Off -Street Parking Requirements, SAMC. B. In addition to the parking requirements above, new developments in the MEMU Overlay Zone shall provide parking in compliance with the following: 1. Guest parking at a rate of 10 percent of the total required parking spaces shall be set aside and assigned for the exclusive use of guests in any development project within the MEMU Overlay Zone. 2. All residential units shall be provided a minimum of one (1) assigned space per unit. In order to provide well -designed parking areas that enhance the pedestrian experience and adequately provide for the mixture of uses that may occur on a development site, the following standards shall be required for all new developments within the MEMU Overlay Zone: 3. Parking facilities (surface or structures) shall be located below grade, behind buildings, and/or screened from the main right of way and all active public areas, except for areas designed for and devoted to vehicular access, drop off, or valet parking. Those portions of new parking structures that face a public street shall include commercial spaces or other pedestrian oriented design features at the ground floor level. Screening of parking structures along main streets 4. Parking spaces specifically designated for nonresidential and residential uses shall be clearly marked by the use of posting, pavement markings, and/or physical separation. Parking area design shall incorporate a separation of the parking for nonresidential and residential uses, except that guest parking may be combined with nonresidential parking as long as the total required parking for the development is not reduced. 5. Driveways shall be a maximum of 24 feet wide, in order to enhance the pedestrian experience, except as required to satisfy fire and/or waste collection requirements. A maximum of one curb cut shall be permitted for each parcel with up to 150 feet of street frontage. Development sites exceeding 150 feet of street frontage shall be permitted a maximum of two curb cuts. Three curb cuts shall be permitted only if a separate residential entrance is required. 5.0 Design Principles The MEMU Overlay Zone establishes qualitative design principles that will be used by Staff and decision makers in evaluating proposed projects. This section establishes qualitative design standards intended to guide the developer to achieve the image and design desired for the Metro East Overlay Zone. Staff and decision makers will use these principles to review proposed development projects and determine their approval based on the extent to which the plans address the intent of the City for the area as part of the MEMU Overlay Zone Site Plan Review process. 5.1 INTEGRATED DESIGN The design of buildings, signs, landscaping, and other structures or elements shall feature a unified and integrated theme. Projects shall utilize materials, window and door systems, hardscape, softscape, and water features, and architectural details and components throughout that convey a distinct sense of endurance and quality. 5.3 ARCHITECTURAL VARIETY Projects shall utilize architectural means such as varied massing, breaks in plane, a diverse palette of high -quality materials, and changes in form, proportion and detail, as well as a variety of unit types to create variety and differentiation between and within project In order to further promote variety and interest within the project as a whole, the use of more than one architect is required for projects on development sites with an area that exceeds two (2) acres. This requirement can be met by compliance with any one of the following as approved by the Planning Manager at the time of the initial Site Plan Review: a. Architectural design is completed by two different firms b. Architectural design is peer reviewed by a second architectural firm c. Architectural design is completed by different studios within one architectural firm d. Applicant conducts an architectural design workshop with City staff in the early phase of design Street -facing building elements and massing 5.4 MASSING a. In general, project massing should be broken down into discrete building elements and components that reinforce a continuous street -facing urban block pattern. This pattern should be broken by intervening the required publicly accessible open space areas. See Section 4.5. b. Within this block pattern, individual buildings shall be massed such that individual building planes or architectural masses do not exceed one -hundred -fifty (150) feet in length. c. The design of buildings shall incorporate a variety of massing and forms to introduce variety at the ground plane and skyline of the project. 5.5 FACADES a. Street facing facades shall be architecturally enhanced through the use of arcades, colonnades, recessed entrances, window details, bays, variation in building materials, and other details such as cornices and contrasting colors. b. Building step backs at the upper level of buildings along public rights -of -ways in the Neighborhood Transitional, Village Center, and Active Urban Districts shall be provided as a means to provide building articulation. The building articulation may include private/ common open space terraces or roof decks. The minimum upper level setback area shall be 10 Ft wide (parallel to the building fa(;ade) by 6 Ft deep. c. Buildings facades shall be articulated through the use of separated wall surfaces, contrasting colors and materials, variations in building setbacks, and attractive window fenestrations. d. Street facing facades shall be integrated with public plazas, mini parks, outdoor dining, and other pedestrian -oriented amenities where feasible. Street -facing ground floor elements 5.6 GROUND FLOOR USES a. Ground floor commercial or retail uses oriented to the street shall provide primary pedestrian access directly from the adjacent public street frontage. b. Ground floor commercial or retail uses oriented to the street shall incorporate the use of overhangs, awnings, or trellis work for at least 60 percent of the frontage. 5.7 COMMUNITY CONNECTIONS Project site plans shall create community connections and linkages between developments within the various Districts within the MEMU facilitate comfortable and and bicycle movements. Overlay Zone area, as well as visually interesting pedestrian a. Pedestrian- and sidewalk -oriented buildings. Projects as a whole, as well as individual building components, shall reinforce activity and pedestrian scale along adjacent sidewalks through the use of active building entries and frontages, and/or publicly accessible open space fronting the streets. Pedestrian/bicycle oriented streetscape b. Pedestrian -oriented sidewalks and streetscapes. Projects as a whole shall incorporate design and development features that facilitate pedestrian and bicycle -scale orientation at the street level. These features include, but are not limited to, street trees, improved medians with trees, widened sidewalks, pedestrian -scale lighting, integrated bicycle paths, curbside parkways, and feasible curbside parking to create a streetscape that accommodates increased and comfortable pedestrian and bicycle use. 5.8 LANDSCAPE BUFFERS a. In order to establish a strong public street and sidewalk edge, building massing shall establish variation in relationship of the building frontages to the street. Landscape buffers should be provided along driveways which are adjacent to any project which includes residential development. r— Ventilation < III "landscape screening berm'. kvi._i "lamI fiV'r Podium parking i.. - I A. 7 1- ' 1 I E i 'i Podium parking screening b. Landscape buffers in addition to other screening techniques should also be provided as a means to screen trash collection areas, and above grade surface parking. 5.9 PARKING Parking areas, whether at grade or in a structure, shall be completely screened from the public street view. Above -grade parking structures shall be completely screened at the street level by architectural features including retail spaces, stoops, porches, landscaping or other pedestrian oriented design features. 5.10 ENERGY CONSERVATION -SHADE AND SHADOW Energy consumption shall be minimized using the following features where feasible: cogeneration, solar access, south facing windows with eave coverage, double glazed windows, deciduous shade trees, good ventilation, efficient lighting, and day lighting. Individual units, where possible, should be oriented such that they receive a minimum of two (2) hours of direct sunlight in major living spaces such as living rooms, dining rooms, dens, great rooms, or kitchens on the day of the winter solstice. 5.11 RESIDENTIAL UNIT SIZE An average unit size of 1,200 square feet per unit will be used as a guideline to assess the overall quality and livability of any residential units. The mix of unit sizes within a project should be more heavily weighted towards units larger than 1,000 square feet in size. 6.0 Sians Building identification and signage can be used as a creative tool to enhance the look and design of a development project. When signs are designed to complement the form and function of the building and its users, it contributes to the aesthetics of the project and aids in way finding. The City desires to encourage creative sign proposals where the standard provisions of Article XI do not well suit a particular need, situation, or circumstance. In exchange, certain signs that otherwise would be allowed by Article XI might not be allowed. Main access signage 6.1 MASTER SIGN PROGRAM Building identification and signage can be used as a creative tool to enhance the look and design of a development project. When signs are designed to complement the form and function of the building and its users it contributes to the aesthetics of the project and aids in way finding. The provisions of this section encourage creative sign proposals where the standard provisions of the sign code may not well suit a particular need, situation, or circumstance. In exchange, certain signs that otherwise would be allowed might not be allowed in the MEMU Overlay Zone. Prior to issuance of any sign permits or certificates of occupancy for any building or portion thereof, a master sign program for the entire site, including directional signs and graphics for any parking structure, shall be submitted to the Planning Commission as part of the MEMU Site Plan Review application. The purpose of the Master Sign Program is as follows: a. The primary purpose of a master sign program is to provide a mechanism by which the sign regulations established in the SAMC can be modified to ensure that signs for a uniquely planned or designed development are most appropriate for that development or area. b. A master sign program may include sign regulations that are, at the same time, both more restrictive in some respects and less restrictive in other respects than the regulations established in the SAMC. Less restrictive provisions in a master sign program may also include signs that are otherwise prohibited by the SAMC. c. Each master sign program application shall show to the Planning Commission's satisfaction why the modifications requested are warranted and how the total sign proposal for the development meets the general purpose and intent of the SAMC. Secondary access sign d. The Planning Commission shall approve, conditionally approve, or disapprove any application for a master sign program based on the signage and its compatibility with the proposed development project based on the following findings: 1. Compliance with the objectives of the MEMU Overlay Zone as specified in Section 1.2. 2. Compliance with the purpose and objectives outlined in the Citywide Design Guidelines; and 3. Compliance with the purpose and intent of Section 41-860 et seq. except for the variations specified in the Master Sign Program application. e. Applications for a Master Sign Program that are denied by the Planning Commission may be appealed to the City Council. Appeals from decision of the Planning Commission shall be processed and considered consistent with SAMC Chapter 41, Article 5. 7.0 Compatibility/0 The following standards are intended to ensure the compatibility of the mix of residential and nonresidential uses that may occur within one building or on a development site in the MEMU Overlay Zone. These standards are intended to mitigate the potential impacts that may occur as a result of the interface between nonresidential and residential uses within one project. Compatible design: Public open space, retail on first level, and residential uses on top 7.1 SECURITY Residential units shall be designed to ensure the security of residents through the provision of secured entrances and exits that are separate from the nonresidential uses and are directly accessible to parking areas. Nonresidential and residential uses shall not have common entrances that provide direct access to residential units. The separation of entrances shall be shown on the development plan and the separations shall be permanently maintained. 7.2 RESTRICTION ON ACTIVITIES Commercial uses shall be designed and operated, and hours of operation limited, so that neighboring residents are not exposed to offensive noise, especially from traffic, trash collection, routine deliveries, or late night activity. There shall be no loading or unloading of trucks between the hours of 9:00 P.M. and 9:00 A.M. tional Standards 7.3 LOADING AND UNLOADING Every building involving the receipt or distribution by vehicle of materials or merchandise incidental to carrying on such activity shall provide adequate area for the loading and unloading of vehicles, include moving vans, garbage trucks, and other delivery vehicles. 7.4 VIBRATIONS AND ODORS No use, activity, or process shall produce vibrations or noxious odors that are perceptible without instruments by the average person at the property lines of the site or within the interior of residential units on the site. 7.5 LIGHTING Outdoor lighting associated with commercial uses shall not adversely impact surrounding residential uses, but shall provide sufficient illumination for access and security purposes consistent with the lighting standards in Chapter 8 of the SAMC (Security Ordinance). 7.6 WINDOWS Residential windows shall not directly face loading areas and docks. To the extent windows of residential units face each other, the windows shall be offset to maximize privacy. 8.0 Implementation This Division includes development Standards and design principles that are designed to work in concert to facilitate the vision for the long-term development of the MEMU Overlay Zone. Successful implementation of this Division requires effective and coordinated administration of these required standards and principles by professional staff on a cooperative basis with developers and property owners with the goal of expediting the entitlement/permit process for projects consistent with the plan. 8.1 MEMU SITE PLAN REVIEW BY PLANNING COMMISSION A. Anyapplication fordevelopment subjecttothe provisions of the MEMU Overlay Zone shall require filing an application with the Planning Manager for approval of a MEMU Site Plan Review by the Planning Commission. The application and development plan shall contain the materials outlined in the Planning Division's Development Review Committee Checklist which includes but is not limited to the following materials that shall demonstrate conformance with the provisions of this section and other required sections of the SAMC: 1. A site plan consisting of architectural drawings or sketches and plot plans, all to a workable scale and fully dimensioned, showing the elevations of the proposed building or structure, off-street parking and other physical features such as trees, hydrants, poles, and other installations, and any other such information as determined necessary by the Planning Manager to fully evaluate any requirement of a building permit. 2. A landscape design plan, pursuant to the requirements of Section 41-1507, showing fully dimensioned private, common, and public open space areas. 3. A master sign program, pursuant to the requirements of Section 6. B. Upon receipt of a MEMU Site Plan Review application, the same shall be reviewed by City staff to determine conformance with the provisions of the MEMU Overlay Zone and referred to the Planning Commission for review and recommendations. The Planning Commission shall review said plans for the purpose of ensuring that buildings, structures, and grounds will be in keeping with the compatibility standards and design principles of this division, 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. Depending on the level of conformance with the findings of the MEMU Overlay Zone, the Planning Commission may take any of the following actions: 1. Approve the development plan 2. Approve the development plan with conditions 3. Deny the development plan 8.2 FINDINGS FOR GRANTING A MEMU OVERLAY ZONE SITE PLAN REVIEW APPROVAL The Planning Commission may grant a MEMU Overlay Zone Site Plan Review approval subject to finding the following: a. That the proposed development plan is consistent with and will further the objectives outlined in Section 1.2 for the MEMU Overlay Zone. b. That the proposed development plan is consistent with the development standards specified in Section 4 of the MEMU Overlay Zone. c. 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 Zone. d. 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 Zone. 8.3 CONDITIONAL USE PERMITS, VARIANCES AND MINOR EXCEPTIONS Conditional use permits, variances and minor exceptions in the MEMU Overlay Zone shall be processed and considered pursuant to SAMC Chapter 41, Article 5. 8.4 TIME LIMITS MEMU Site Plan Review shall automatically become void after two (2) years from the effective date of such approval when the owner fails to institute an action to erect, build, alter, move or maintain the use of the property as specified in the terms and conditions of the MEMU Site Plan Review. City Council may, by resolution, extend the date on which a MEMU Site Plan Review becomes void for a period or periods not exceeding three (3) years in total beyond the date it would otherwise become void. Acceptable action shall be considered to be actual construction, alteration, repairs and use of the structures and land. Preparation of plans, financial negotiations, or change of property owners are not considered sufficient evidence of action. 8.5 DEVELOPMENT CAPACITY MONITORING AND ENVIROMENTAL REVIEW In order to maintain conformity with the provisions of the environmental analysis completed for this project under the California Environmental Quality Act (CEQA), development capacity within the MEMU Overlay Zone shall be limited to 1.27 million gross square feet of commercial (retail and service) and 3.41 million gross square feet of office space. This corresponds to a potential net increase of 963,000 square feet of commercial, and 690,000 square feet of office space, and the potential for 5,551 residences above existing development constructed prior to March of 2007. 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L1 A q+ 137ltRf�d WI 3 N1 3A09tl 335 - 3NI7N]1tlN 75B-113 _.. .-1 Min s�TmQ-W -��13 z� 3G�xsa�� 72 -r m 133HIS 15HIJ ' I i �r r w Ij1I I / I i I ii El El +I r' tt �N III MY 339 - 3NI1NJ3YN 75B-114 w LLJ N �E2 J � y W e s� C . z w cn F- 7k Z W GR O w— N mw LU N J i c r a 'L k � � § s I !!EM4. }(}} F F W �{} ���. �)\§� ,® \ § j § ;)) § § § \§ §i�! !!, � E -§4 ; 1 _ >� k:) / \\ \ \ \\ \ \ / ( j} ;�-Wl 7 U\ 1-49-1 MO-138 338 3NI-1HOiV1 0 - o N a II J O Et a of z 2 s za Lu - W - EXHIBIT 14 The Metro East Mixed Use (MEMU) Overlay Zone Subsequent Environmental Impact Report (SEIR) and technical appendices may be accessed at: Santa Ana City Hall Planning Counter, First Floor 20 Civic Center Plaza Santa Ana, CA 92701 or Santa Ana Main Library 26 Civic Center Plaza Santa Ana, CA 92701 or hftp://santa-ana.org/pba/plannin-q/MetroEastMixed -UseOverlavZoneExpansion.asp 75B-119 75B-120 EXHIBIT B The Metro East Mixed Use (MEMU) Overlay Zone Final Subsequent Environmental Impact Report (SEIR) and technical appendices may be accessed at: Santa Ana City Hall Planning Counter, First Floor 20 Civic Center Plaza Santa Ana, CA 92701 or Santa Ana Main Library 26 Civic Center Plaza Santa Ana, CA 92701 or http://santa-ana.orq/pba/planning/M etroEastM ixed-UseOverlavZone Expansion. asp 75B-121 75B-122 LS 8.21.18 RESOLUTION NO.2018-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CERTIFYING FINAL SUBSEQUENT ENVIRONMENTAL IMPACT REPORT NO. 2018-15 (SCH NO. 2006031041) AND THE MITIGATION MONITORING AND REPORTING PROGRAM; MAKING CEQA FINDINGS OF FACT; ADOPTING THE STATEMENT OF OVERRIDING CONSIDERATIONS; AND ADOPTING GENERAL PLAN AMENDMENT NO. 2018-03 FOR THE PROPOSED METRO EAST MIXED USE OVERLAY ZONE EXPANSION AND AMENDMENTS PROJECT AND THE ELAN DEVELOPMENT PROJECT LOCATED AT 1660 EAST FIRST STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City of Santa Ana (City) is requesting approval of General Plan Amendment No. 2018-03 to amend the General Plan land use designation of 53 parcels located in the existing Metro East Mixed Use (MEMU) Overlay Zone. (OZ-1) and in the proposed MEMU expansion area to be consistent with the current land uses and proposed zoning designations in the MEMU project area (the "MEMU" project). B. A Subsequent Final Environmental Impact Report (the "SEIR") No. 2018- 15 (SCH No. 2006031041) was prepared for the MEMU projects. The SEIR also evaluates the environmental impacts of a separately proposed development project within the expanded MEMU area that will be considered separately by the Planning Commission after the SEIR and MEMU project have been considered and approved by the City Council. For the purpose of the SEIR, the MEMU and Elan projects are also known as the "Project." C.• The development project to be considered separately by the Planning Commission is Site Plan Review No. 2018-02 to allow a 603-unit mixed - use development project at 1660 East First Street (the "Elan" project), subject to approval of this General Plan Amendment, and separate but related Amendment (Zone Change) and Zoning Ordinance Amendment applications. EXHIBIT C Resolution No. 2018-xx Page 1 of 13 75B-123 D. On July 23, 2018, during the 45 day public comment period, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt a resolution certifying Subsequent Final Environmental Impact Report No. 2018-15 (SCH No. 2006031041) and approving the Mitigation Monitoring and Reporting Program, Findings of Fact and Statement of Overriding Considerations; General Plan Amendment No. 2018-03; Amendment Application No. 2018-06; and Zoning Ordinance Amendment No. 2018-02 for the Metro East Mixed Use Overlay Zone expansion and amendments project. E. The certification of the SEIR is a CEQA Determination by the City Council. The discretionary approval of the MEMU and Elan projects requires separate actions by the appropriate approving bodies. F. On August 21, 2018, the City Council of the City of Santa Ana held a duly noticed public hearing to consider all testimony, written and oral, related to Subsequent Final Environmental Impact Report No. 2018-15 (SCH No. 2006031041), General Plan Amendment No. 2018-03, Amendment Application No. 2018-06; and Zoning Ordinance Amendment No. 2018-02 for the Metro East Mixed Use Overlay Zone expansion and amendments project, at which time all persons wishing to testify were heard, the project was fully considered, and all other legal prerequisites to the adoption of this Resolution occurred. G. Pursuant to the California Environmental Quality Act (Pub. Res. Code sec. 21000 et seq.; "CEQA'), and the State CEQA Guidelines the City has determined that a Subsequent Environmental Impact Report (SEIR) should be prepared pursuant to CEQA in order to analyze all potential adverse environmental impacts of the proposed project. 1. Pursuant to Public Resources Code section 21067 and the State CEQA Guidelines (Cal. Code Reg., tit. 14 Sec 15000 at seq.) section 15051, the City is the lead agency for the proposed Project. 2. In accordance with CEQA, the recommended actions have been reviewed through an SEIR. Sections 15080 through 15097, and 15162 of the State CEQA Guidelines (Article 7) guide the process for the preparation of an EIR and an SEIR. 3. The California Environmental Quality Act (CEQA) requires that, where there is the potential for environmental impacts as the result of a proposed project, an EIR be prepared in order to study and Resolution No. 2018-xx Page 2 of 13 7 5 B-124 s analyze any potential environmental impacts, disclose such potential impacts to the public, and mitigate such impacts to the greatest extent feasible. As such, an EIR was prepared for the original MEMU Overlay Zone in 2007 and was subsequently certified by the City Council. 4. An SEIR is prepared when an EIR has been certified for a project and the lead agency determines that one or more of the criteria listed under Section 16162 and 15163 of the State CEQA Guidelines are met. The City has determined that an SEIR is the most appropriate environmental document due to the characterization of the proposed changes to the project that was previously approved with the certified Final EIR for the MEMU Overlay Zone in 2007. The current SEIR has been prepared pursuant to the requirements of CEQA and discloses the environmental impacts associated with implementing the proposed Project and includes mitigation measures that can reduce potential impacts to the extent possible or to below a level of significance. The proposed Project will be consistent with the prior findings in the original 2007 Final EIR certified by the City Council, and significant and unavoidable environmental impacts disclosed in the 2007 EIR would. remain for air quality, noise, and transportation/traffic. However, development of the Elan project would result in a substantial adverse change to an eligible historical resource (the now -vacant Elks Club building), which was not addressed in the 2007 EIR. As a result, preparation of the current draft SEIR was required; and the draft SEIR analyzes and proposes mitigation for the demolition of the Elks Club building. 5. The SEIR, as required by CEQA, contains 1) an Initial Study; 2) a project description; 3) a description of the environmental setting, potential environmental impacts, mitigation measures for any significant effects, and consistency with plans and policies; and 4) names of prepares. The mitigation measures included in this SEIR are designed to reduce or eliminate the potentially significant environmental impacts described herein. The scope of the SEIR evaluates the proposed Project's effects on the following resource topics: air quality, cultural resources, greenhouse gas emissions, hazards and hazardous materials, hydrology and water quality, land use and planning, noise, transportation/traffic, and tribal cultural resources. 6. The City prepared a draft SEIR and published the Notice of Availability (NOA) in the Orange County Register as well as posted Resolution No. 201'8-xx Page 3 of 13 75B-125 the NOA at the Orange County Clerk's Office on June 12, 2018. The City circulated the draft SEIR for the 45-day public review between June 12, 2018 and July 27, 2018. The draft SEIR was available for public review at the Santa Ana City Hail, the City of Santa Ana Main Library, and on the City's website. 7. During the 45-day public review period, the City held a regularly scheduled public hearing with the Planning Commission on July 23, 2018, to receive comments regarding the draft SEIR. 8. The City received a total of nine (9) written comment letters and two (2) verbal comments during the public review period and evaluated all comments received from the persons or agencies that reviewed the draft SEIR. Pursuant to Section 15088 of the State CEQA Guidelines, the City, as the lead agency for the project, has reviewed all comments received on the document. The City provided written responses to all agencies and members of the public commenting on the draft SEIR at least 10 days prior to the City Council hearing. 9. In accordance with Senate Bill 18 (SB 18) and Government Code Section 69352.3, and Assembly Bill 52 (AB 52) and Government Code 21000, the City of Santa Ana requested a list of Tribal Organization contacts from the Native American Heritage Commission and sent notifications to the appropriate tribal organizations in January 2018 in compliance with SB 18, and again in April 2018 to comply with AB 52. No tribes requested consultation for the proposed project, and no tribal cultural resources were identified in the proposed project area. As a result, no new mitigation measures addressing cultural resources, including tribal cultural resources, were required. 10. The City has prepared a Final SEIR, consisting of comments and recommendations received during the 45-day public review and comment period, written responses to those comments, and revisions and clarifications to the draft SEIR in response to those comments. For the purposes of this Resolution, the SEIR shall refer to the draft SEIR, including all of the technical studies and appendices to the draft SEIR, as revised by the Final SEIR's revisions, together with the other sections of the Final SEIR, including all of the technical studies, attachments, and appendices to the Final SEIR. Resolution No. 2018-xx Page 4of13 75B-126 11. Findings of Fact with respect to environmental impacts, including environmental impacts identified in the Final SEIR as potentially significant, but which the City finds can be substantially lessened through the imposition of feasible mitigation measures identified in the Final SIER, are described in Exhibit A attached hereto and Incorporated herein by this reference. As a result of the environmental analysis in the SEIR, one significant impact was found from the construction of the proposed Elan project that pertains to loss of an eligible historic resource. Accordingly, the City has also prepared a Statement of Overriding Considerations in compliance with Public Resources Code Sections 21081 and CEQA Guidelines Section 15093, which finds that specific economic, legal, social, technological, or other benefits of the proposed project outweigh the significant and unavoidable impacts identified in the EIR. This Statement of Overriding Considerations is also described in Exhibit A attached hereto and incorporated herein by this reference. 12. Mitigation measures have been provided to address potential environmental impacts, with a list of these mitigation measures found within the attached Mitigation Monitoring and Reporting Program (MMRP) attached hereto as Exhibit B and incorporated herein by this reference. Mitigation measures have been outlined to address potential impacts stemming from adoption of the original MEMU EIR and the 2018 MEMU expansion and amendments Project's SEIR. 13. All the requirements of CEQA and the State CEQA Guidelines have been satisfied by the City in the Final SEIR, which is sufficiently detailed so that all of the potentially significant environmental effects of the proposed Project have been adequately evaluated. 14. The Final SEIR prepared in connection with the proposed Project sufficiently analyzes both the feasible Mitigation Measures necessary to avoid or substantially lessen the proposed Project's potential environmental impacts and a range of feasible alternatives capable of eliminating or reducing these effects in accordance with CEQA and the State CEQA guidelines. 15. All of the findings and conclusions made by the City Council( pursuant to this Resolution are based upon the oral and written evidence presented to the City Council as a whole and not based solely on the information provided in this Resolution. Resolution No. 2018-xx Page 5 of 13 75B-127 16. Prior to taking action, the City Council has heard, been presented with, reviewed and considered all of the information and data in the administrative record, including the Final SEIR, and all oral and written evidence presented to it during all meetings and hearings, all of which is incorporated herein by this reference. 17. The City has not received any comments or additional information that produced substantially new information requiring recirculation or additional environmental review under Public Resources Code sections 21166 and 21092.1 and State CEQA Guidelines section 15088.5. H. General Plan Amendment No. 2018-03 has been filed to amend the General Plan to change the land use designation of certain parcels located in the existing Metro East Mixed Use (MEMU) Overlay Zone (OZ-1) and in the proposed MEMU expansion area to be consistent with the current land uses and proposed zoning designations in the MEMU project area. The amendments will designate properties located in both the existing MEMU area and in the MEMU expansion area as Urban Neighborhood (UN) or District Center (DC) as shown on Exhibit C, attached hereto and incorporated herein. Currently, the land use designations of the properties are inconsistent with the proposed OZ-1 designation. This project will require amendments to the Land Use and Urban Design elements of the General Plan to designate parcels in the MEMU expansion area either UN or DC, and parcels within the existing MEMU area either UN or DC, to match current or anticipated land uses. 2. The proposed MEMU project will be consistent with several goals and policies of the 2014 Housing Element. First, the project is consistent with Goal 2, which encourages diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups to foster an inclusive community. Second, the MEMU project supports Goal 4 to provide adequate rental and ownership housing opportunities and supportive services. Further, the MEMU project is consistent with Policy HE-2.2 to create District Centers with high intensity, mixed -use urban villages and pedestrian -oriented experiences; and Policy HE-2.4 to facilitate diverse types, prices, and sizes of housing. The MEMU expansion and amendments project will result in an overall increase In land available for residential development and will not impact the inventory of housing Resolution No. 2018-xx Page 6of13 75B-128 opportunity sites needed to achieve City's 2014-2021 RHNA allocation. 3. The City Council has weighed and balanced the General Plan's policies, both old and new, and has determined that based upon this balancing that General Plan Amendment No. 2018-03 is consistent with the purpose of the General Plan. The City Council finds that the Final SEIR, prepared under City direction, reflects the independent judgment and analysis of the City Council of the City of Santa Ana. The City Council specifically finds that at this time, the Final SIER prepared for the MEMU and Elan projects accurately and completely presents adequate information upon which to base future environmental decisions about the broad effects of implementing the MEMU and Elan projects. The City Council further recommends and confirms that no new information of substantial importance showing new significant environmental effects, or a substantial increase in the severity of previously identified significant environmental effects beyond those effects analyzed in the Draft SEIR, for the MEMU and Elan projects were identified during the public comment period or during the preparation of the Final SEIR. The City Council approves of the Findings of Facts and Statement of Overriding Consideration and certifies the Final SEIR for the MEMU and Elan projects pursuant to CEQA Guidelines §15090. Section 2. Certification. The City hereby certifies that (1) the SEIR has been prepared, processed, and noticed in accordance with CEQA and the State CEQA Guidelines; (2) the SEIR was presented to the City Council and the -City Council has reviewed and considered the information contained in the SEIR prior to considering adoption of the project, and (3) the SEIR reflects the independent judgment and analysis of the City Council and is deemed adequate for the purposes of making decisions on the merits of the Project. Section 3. CEQA Findings. The City hereby adopts the CEQA Findings of Fact, which were prepared in accordance with Public Resources Code section 15091 and which are attached hereto as Exhibit A and incorporated herein by this reference as if fully set forth herein. Section 4. Statement of Overriding Considerations. The City hereby adopts the Statement of Overriding Considerations made in connection with the approval of the Project pursuant to CEQA Guidelines Section 15091, which is attached hereto as Exhibit A and incorporated herein by this reference as if fully set forth herein. Section 5. Mitigation Monitoring and Reporting Program. Pursuant to Public Resources Code section 21081.6, the City Council hereby adopts the Mitigation Monitoring and Reporting Program attached hereto as Exhibit B and incorporated herein Resolution No. 2018-xx Page 7 of 13 75B-129 by this reference. The City finds that the Mitigation Monitoring and Reporting Program is designed to ensure that, during the implementation of the Project, the City and any other responsible parties implement the components of the Project and comply with the mitigation measures identified in the Mitigation Monitoring and Reporting Program. Section 6. Wildlife Resources. Pursuant to Title XIV, California Code of Regulations (CCR) § 735.5(c)(1), the City Council has determined that, after considering the record as a whole, there is no evidence that the proposed Project will have the potential for any adverse effect on wildlife resources or the ecological habitat upon which wildlife resources depend. The proposed Project exists in an urban environment characterized by paved concrete, roadways, surrounding buildings and human activity. However, pursuant to Fish and Game Code § 711.2 and Title XIV, CCR § 735.5, the payment of Fish and Game Department filing fees in conjunction with this project is at the discretion of the State of California Department of Fish and Wildlife. Section 7. Approvals. Based on the entire record before the City Council, all written and oral evidence presented, the CEQA Findings of Fact, the Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program, all attached and incorporated herein as Exhibit A and Exhibit B to this Resolution, the City Council of the City of Santa Ana hereby: A. Adopts the CEQA Findings of Fact, adopts the Statement of Overriding Considerations, and certifies Final Subsequent Environmental Impact Report No. 2018-15, and approves the Mitigation Monitoring and Reporting Program for the MEMU Overlay Zone Expansion and Elan projects; B. Approves General Plan Amendment No. 2018-03; and, These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Council Action dated August 21, 2018, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 8. Indemnification. The Applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees ("Indemnitees"), from any and all liability, claims, actions or proceedings that may be brought against Indemnitees concerning this project or approval of the project, including without limitation any CEQA review or approval, or any of the proceedings, acts or determinations taken, done or made prior to the decision, or to determine the reasonableness, legality or validity of any condition attached thereto. The Applicant's indemnification is intended to include, but not be limited to, damages, fees and/or costs awarded against or incurred by Indemnitees and costs of suit, claim or litigation, including without limitation attorneys' fees and other costs, liabilities and expenses incurred by Indemnitees in connection with such proceeding. Resolution No. 2018-roc Page 8 of 13 7 5 B-130 Section 9. Ordinances. This Resolution shall not be effective unless and until Ordinance No. NS- (AA No. 2018-06 and ZOA No. 2018-03) becomes effective. If said ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this resolution shall be null and void and have no further force and effect. Section 10. Judicial Review. These decisions rendered by the City Council of the City of Santa Ana are final and are subject to judicial review pursuant to California Code of Civil Procedure section 1094.6. The Planning and Building Agency shall give direct notice to the Applicant of the City Council's decisions and these findings. Section 11. Location of Documents and Custodian of Records. The documents and materials that constitute the record of proceedings on which the CEQA Findings in Exhibit A: of this Resolution have been based are located at 20 Civic Center Plaza, Santa Ana. The custodian for these records is the Santa Ana Clerk of the Council. This information is provided in compliance with Public Resources Code section 21081.6. Section 12. Notice of Determination. The City Council .hereby directs staff to file a Notice of Determination with the County of Orange within five (5) working days of final Project approval. ADOPTED this _ day of 2018. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney Miguel A. Pulido Mayor Resolution No. 2018-xx Page 9 of 13 75B-131 AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers 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 2018. Date: Clerk of the Council City of Santa Ana Resolution No. 2018-xx Page 10 of 13 7 5 B-132 Exhibit A: Findings of Fact Statement of Overriding Considerations Resolution No. 2018-xx Page 10 of 12 75B-133 METRO EAST MIXED -USE OVERLAY DISTRICT EXPANSION AND ELAN DEVELOPMENT PROJECTS SUBSEQUENT ENVIRONMENTAL IMPACT REPORT FINDINGS OF FACT/STATEMENT OF OVERRIDING CONSIDERATIONS SCH #2006031041 CITY OF SANTA ANA 7513-134 Chapter 1 Introduction This document presents the Findings of Fact and Statement of Overriding Considerations that must be adopted by the City of Santa Ana (City) pursuant to the requirements of Sections 15091 and 15093, respectively, of the California Environmental Quality Act Guidelines (State CEQA Guidelines) prior to the approval of the Metro East Mixed -Use (MEMU) Overlay District Expansion and Elan Development Projects (proposed project). This document is organized as follows: Chapter 1 Introduces the Findings of Fact and Statement of Overriding Considerations. Chapter 2 Presents the CEQA Findings of the Subsequent Environmental Impact Report (SEIR), including the identified significant impacts. Chapter 3 Presents the alternatives to the proposed project and evaluates them in relation to the findings contained in Section 15091(a) (3) of the State CEQA Guidelines. The City must consider and make findings regarding alternatives when a project would involve environmental impacts that cannot be reduced to a less -than - significant level, or cannot be substantially reduced, by proposed mitigation measures. Chapter 4 Presents a Statement of Overriding Considerations that is required in accordance with Section 15093 of the State CEQA Guidelines for significant impacts of the proposed project that cannot be mitigated to a less -than - significant level. As stated in the SEIR, the MEMU Overlay Zone is a land use plan that guides the physical development within the boundaries of the Overlay Zone. It is not an implementation plan, and adoption of the Overlay Zone does not constitute a commitment to any specific project, construction schedule, or funding priority. Each development proposal undertaken during the planning horizon of the Overlay Zone must be approved individually by the City in compliance with CEQA. Therefore, the MEMU Overlay Zone is analyzed at a program level, which evaluates the effects of the implementation of the entire Overlay Zone. In addition, the Elan Development Project converges with the.proposed modifications to the MEMU Overlay Zone, and represents a development proposal within the MEMU Overlay Zone expansion area that must be approved individually in accordance with CEQA. Therefore, the Elan Development Project is described in detail, and a project -level analysis of the potential environmental impacts is provided concurrently with the program -level analysis of the MEMU Overlay Zone Expansion within the SEIR With respect to other individual development projects that may be proposed during the Overlay Zone planning horizon, Section 15168(c) of the State CEQA Guidelines states that subsequent activities should be examined in light of the SEIR to determine whether additional environmental documentation must be prepared. If a later activity would have effects that were not examined in the Metro East Mined -Use Overlay District Expansion and Elan August 2018 Development Projects 1-1 ICF 19.18 Findings of Fact/Statement of Overriding Considerations 75B-135 City'of Santa Ana 1. Introduction Program SEIR, subsequent environmental documentation must be prepared, consistent with Sections 15162 through 15164 of the State CEQA Guidelines. If no new effects would occur and no new mitigation measures would be required, the subsequent activity could rely on the scope of the environmental analysis provided in the SEIR, and no additional environmental documentation would be required. As the proposed project involves a program- and project -level component, each component is discussed herein. For ease of understanding, the program -level component will be discussed first in the adjoining chapters, followed by the project -level component. Metro East Mixed -Use Overlay District Expansion and Elan August 201g Development Projects 1-2 ICF 19.18 Findings of Fact/Statement of Overriding Considerations 75B-136 Chapter 2 CEQA Findings 2.1 ; Introduction This chapter presents the potential impacts that were identified in the SEIR and the findings that are required in accordance with Section 15091 of the State CEQA Guidelines. The possible findings for each significant and/or potentially significant adverse impact are as follows: (a) Changes or alterations have been required in, or incorporated into the project which avoid, substantially lessen, or reduce the magnitude of the significant environmental effect as identified in the SEIR ("Finding 1"). (b) Such changes or alterations are within the responsibility and jurisdiction of another public agency and not the agency making the findings. Such changes have been adopted by such other agency or can and should be adopted by such other agency ("Finding 2'J. (c) Specific economic, social, or other considerations make infeasible the mitigation measures or project alternatives in the EIR ("Finding 3"). Table 2-1 and Table 2-2 summarize the significant unavoidable impacts of the SEIR for the Metro East Mixed -Use Overlay District Expansion and the Elan Development Project, respectively, as currently proposed for certification and adoption of the proposed project Additional facts that support the findings are set forth in the Draft SEIR, the Final SEIR, the staff reports to the Planning Commission and City Council, and the record of proceedings. 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N L JX L L; O 7 a •� tC L 1C+ N 'y? 7 m N 'O i0 U F O •E '> .O L Ap G O) 0) x u -o Jb F a N L lan F v Y b U W F IUn 'O O Z N L L 'O lE o m u F'a u o 3- a`S '"v uFi Nr' u •d L O L 0 O C u fC O OF^D u o a u aui 7 0 v vi [0 R E Q o [ro! C Q'Loa p' r L a U u 0 F 0 a d u b r ' y y a a o v u y-+ N y.mo d N L O i O U L Y u. U 0. a n.l u O F � �EE A ira'. F v u u 75B-148 C 'O G Li N a N C 2 u-B L O u 19 ¢ R .e L o o m o o- = w o o o F 0 > E.D ovnZI L C i 0> o F y m •� .D F '•+ ;� y •n° q N aFi F as u O u yyN7d°o�0 .D u O A o A u A !C 7 N a m a •ram, 000 0 0 0 °' v 'O u C0D G 0 0 0 0 LO y 'U° L 7 mv�= Dam to 0 F .L. k•C i OH alrl 0 .L.A C of G ° SIG w °L3 E m �Nm 0 d ° L A d ° O L F O DD ° 0 >C u° O G >,•C D C u N D to F x F •.. 'C U o v'C O F. •p� o.,• v o xY ab m mA 3b 3 E O N •O u N N C ?� C F to r! .0 v" n ld d'i. cl O v F a.i F C �y C O A o ^ DA O u L to 0 t0. F' '^' F O D v' F .0 W 'O y Y > C b yu •o C] 'O d F F 7 D L N v y d iy PC N V 3 y i U 0�1 0. 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O L O m.o E 7 L o�°3 Fi'ti C F m F 0-0 L o E v d d^ u0O. y 3 y on p F O L fp y L •--1 m r v E a Ca 0 Oa' O 0 0 7 M y. .0 EO L ^ �+ N 0— lC ttl y F v 0 t�E 4 O 0 p^ 0 0 d C m 0 C u m01 0 N a a�,py�av�oo�y Cy N O y y a 7 �' WOW O V F C 7 L uOw m Fy F L y •r NJ' O y N L o CO y 'O d i T N d"G C 'O C y 0 N • a 0+ A O m i y E !M ip O itl tC Dr V O 7 F R a! .Cy F E O�rr u r N � �nd tpp U y .O y � O � 0 •E .y O p N F q -� = 0 N F. 0 0 p� y p '� y p O F r' O .r O U L .0 d H 7 �'O Ni9 e .� O v G y Com A 9 p F. �•E J v� v 6 �� w a� w�3Ed EeE3 Ed�c°om n-I N 75B-153 91 i E w A a d m w EI t u O C m y°L C vi C O o ry m °v ° q�orv`vYm °d`vu;o 9 9�om �o S•�� �bo��Lc.,>>� �•o.am �y d y7 aGi ° is G o 3 d G E m > °' �d. E i v p, h p V d> G. 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Y u C n X m w u G c>'o co>aceu i'o°YE c°aaG cdcuuo ° C F OL. °: U L N 3 m w O N tdV O y L d u Y U N d w u G d w �+ c d AU m N qa E m b v O C 'ZI u p o o t u � � M •n° 06 tl a d O d m O d G i c�•$E t,o❑ .o E Mi0 d m � q •p •L^y d > x a$ V r d N ftl d0 _O m R 'O X w n� n'N y R'7 v o9 c E tyo t0 A B u a°+ d i v 75B-154 L y G o o L F y y u C .O G y m y 0 O L b0 E a! G to m F .O OOJ O jti �°. '17u to C L W L° I o yw '.FGp •o. E a H mo mra �' V G;� O �. 7'd U U G� y �•d ' 0 0 C O F b0N r1' O V i6 N bDN N�+ O 3ii� 00d A� P L F �. u F u y N O��. G� � •E u � � C Q'.E m O D. QQ O O d C CP 0 O T y �Fw o 40. m O .d y t7 .Y O w N F y F " O d O y COW m F 0 0 y y N N o O N .s �y' C G tO. rJ' N w m y u 0 0 ! Ri u O y G v y y w .2 A 7- d y.dX V O m riA v K b q% Y �N buoFy3 abm CLw'c a •d d m i mG O 'd N ii F u .d 0❑ y C F y u G y C C 10 7 L ❑ F j Iaui N aui u Y1 u u �' mm d 2f ay. m Ol m 0 �' Y Yd.+ L y y F o y y 0 O F y tFa o d E d' F O .O 1y' F m O O iFGy CNO. baN'b Clr-u 0ip6H. I j y u m .d m$^ m X7t j p O G O F O y F O O O H V d y u I. N .,F., O u In O H F tw j d tFv F i7 C d u C L E d q x u u i.m F H d, 7 y O L m I • ca'o^ P v o. o � I H 75B-155 k §fg 3K0 =§tee•§ `erj�ed2�! §g.=kee)§# n22]!f®§wE ) \ 75B.156 Chapter 3 Findings Regarding Project Alternatives 3.1 Introduction As stated in the MEMU SEIR, the original Final Environmental Impact Report (EIR) for the MEMU Overlay Zone (SCH No. 2006031041) prepared in 2007 examined a range of alternatives that would substantially lessen at least some of the significant impacts associated with implementation of the proposed project, while still meeting the project objectives. A final determination with respect to whether to proceed with the proposed project or accept or reject any of the alternatives was provided in the findings as part of certification of the Final MEMU EIR. The proposed MEMU Overlay Zone expansion area would result in essentially the same significant impacts as were identified for the proposed project in the MEMU EIR. Therefore, the range of alternatives identified and analyzed are applicable to the modification of the project in this SEIR. The SEIR also considered three scenarios representing a range of reasonable alternatives for the Elan Project. Pursuant to Section 15126.6(a) of the State CEQA Guidelines, the primary intent of an alternatives evaluation is to "describe a range of reasonable alternatives to the project, or to the location of the project, which would feasibly attain most of the basic objectives of the project but would avoid or substantially lessen any of the significant effects of the project, and evaluate the comparative merits of the alternatives." This chapter describes the project objects and design criteria used to develop and evaluate project alternatives presented in the Draft SEIR. A description of the alternatives compared to the proposed project and the findings regarding the feasibility of adopting the described alternatives is presented for use by the City in the decision -making process. 3.2 Project Objectives The following objectives were developed for the MEMU Overlay District Expansion and the Elan Development Projects. 3.2.1 MEMU Overlay District Expansion Objectives The overall objectives of the Overlay Zone are to encourage a more active commercial and residential community, provide an expanded economic base, maximize property sales tax revenues, improve, the jobs/housing balance within the City, and provide for a range of housing options identified in the 2014 Housing Element. Expansion of this Overlay Zone would extend the same objectives into the new area, and implementation of the Overlay Zone is intended to fulfill the following major objectives: 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. Metro East Mlxed-Use Overlay District Expansion and Elan August 2018 Development Projects 3-1 ICF 19.18 Findings of Fact/Statement of Overriding Considerations 75B-157 City of Santa Ana 3. Findings Regarding Project Alternatives • Facilitate well -designed new mixed -use development projects that combine residential and nonresidential uses through innovative and flexible design solutions. • Achieve the harmonious integration of new mixed -use development within the existing fabric of the mid -rise and high-rise office environment. • Encourage urban form and architecture that incorporate contemporary design styles and solutions as well as the use of sustainable building and site design concepts such as green buildings, energy -conserving building materials, and landscaping designs that reduce water consumption. • Create highly amenitized streetscapes that provide items such as landscaping, street furniture, niche or linear parks, passive and active water features, public plazas and courtyards, public art, and public transportation shelters in a design that integrates the public realm with the private development and serves to create a distinct identity for the district. • Provide for adequate buffering from the Santa Ana and Costa Mesa freeways. • Create a highly integrated pedestrian system that provides for connectivity between the residential areas and public recreation amenities to the north and the Overlay Zone. • Provide for active street life through the inclusion of dedicated pedestrian -oriented design and active uses on the ground floor at strategic locations. • Provide for a mix of housing in order to encourage a continuum of living and a variety of household types. • Ensure that each project includes exceptional site planning, unique architecture, high -quality building materials, extensive open space, indoor and outdoor amenities, and first-rate public improvements. • Encourage parking solutions that provide for adequate parking to ensure the long-term quality of the project, but that are creative in their design thereby enhancing the areas urban form. Parking requirements are designed to create a level of scarcity that will discourage vehicle trips, increase pedestrian activity, and enhance the provision of high -quality building and site design. • Facilitate project designs that encourage adequate amounts of retail or commercial space to service residents and/or employees within the development and the larger Overlay Zone. • Allow for the development of varied residential types in a mixed -use configuration including, but not limited to, loft -style units, live/work units, attached row houses, and high -quality stacked flats. • Provide adequate access for public safety services. • Stimulate investment and reinvestment in the area through the provision of a comprehensive planning framework that facilitates private -market success. 3.2.2 Elan Development Project Objectives The Elan Development Project is intended to implement some of the objectives of the MEMU Overlay District Expansion. Its primary objectives include the following: Metro East Mixed -Use Overlay District Expansion and Elan August 2018 Development Projects 3-2 ICF 19.18 Findings of Fact/Statement of Overriding Considerations 75B-158 City of Santa Ana 3. Findings Regarding Project Alternatives • Facilitating new high -density housing opportunities and commercial opportunities within the City. • Providing new mixed -use development that combines residential and commercial components. • Encouraging live/work opportunities within a mixed -use environment, • Ensuring high -quality architectural features as part of the site planning process. • Providing exceptional public open space and amenities for existing and future residents. • Developing adequate parking that maximizes space and minimizes visual screening. • Activating First Street at a key gateway intersection into the City. • Redeveloping a vacant and blighted site/area. 3.3 Selection of Alternatives The range of feasible alternatives was selected and discussed in a manner to foster meaningful public participation and informed decision -making. Among the factors that were taken into account when considering the feasibility of alternatives (as described in State CEQA Guidelines Section 15126.6[£] [1]) were environmental impacts, economic viability, availability of infrastructure, regulatory limitations, jurisdictional boundaries, and attainment of project objectives. As stated in Section 1S126.6(a) of the State CEQA Guidelines, an EIR need not consider an alternative whose effects could not be reasonably identified, whose implementation is remote or speculative, or that would not achieve the basic project objectives. The analysis includes sufficient information about each alternative to provide meaningful evaluation, analysis, and comparison with the proposed project. 3.4 Project Alternatives Findings The following describes the alternatives evaluated in comparison to the proposed project, as well as the specific economic, social, or other considerations that make them infeasible for avoiding or lessening the impacts. The City finds that the adoption of any of the alternatives to the project is infeasible. The reasons for each finding are provided following the description of the alternative, and are further described in the Draft SEIR. 3.4.1 MEMO Overlay District Expansion Alternatives (Program - Level) As discussed in Chapter 1, Introduction, above and in Chapter 6, Alternatives, of the Draft SEIR, the original Final EIR for the MEMU Overlay Zone (SCH No. 2006031041) prepared in 2007 examined a range of alternatives that would substantially lessen at least some of the significant impacts associated with implementation of the proposed project, while still meeting the project objectives. A final determination with respect to whether to proceed with the proposed project or accept or reject any of the alternatives was provided in the findings as part of certification of the Final MEMU EIR. Metro East Mixed -Use Overlay District Expansion and Elan August 2018 Development Projects 3-3 ICF 19.18 Findings of Fact/Statement of Overriding Considerations 7513-159 City of Santa Ana 3. Findings Regarding Project Alternatives Ultimately, three scenarios representing a range of reasonable alternatives were selected for detailed analysis and carried forward in the MEMU EIR: • Alternative 1- No Project/Reasonably Foreseeable Development (Continuation of Existing General Plan): Under this alternative, development in the project area would occur under the existing General Plan and zoning designations. Alternative 2 - Higher Intensity Commercial Project: This alternative would permit a higher intensity of commercial development and a corresponding decrease in residential density for projects proposed within the Overlay Zone relative to the proposed overlay plan. This alternative would reduce the number of residences (by approximately half] and increase employment opportunities as a result of more commercial/office sues. • Alternative 3 - Reduced Project: This alternative would allow development at a maximum Floor Area Ratio (FAR) of 1.25 for each developable parcel within the Overlay Zone without consideration of residential density. The anticipated mix of commercial, office, and residential land uses would be identical to the proposed project; however, a maximum FAR would be established that would limit development potential and, therefore, density and height. Under this alternative there would be no differentiation between different areas (districts) in the Overlay Zone. The 2007 MEMU EIR found that each of these alternatives would reduce some potential impacts. Alternative 1 would achieve some of the project objectives, but would not achieve others (or would achieve them to a lesser degree than the proposed project). Alternative 2 would achieve all of the project objectives, similar to the proposed project. Alternative 3 would achieve some of the project objectives, but would not improve the jobs/housing balance within the City to the level provided by the proposed project. An EIR must identify the environmentally superior alternative to the proposed project from among the range of reasonable alternatives. This would ideally be the alternative that results in few significant and unavoidable impacts. State CEQA Guidelines Section 15126(d) (2) states that if the environmentally superior alternative is the no project alternative, the EIR shall also identify an environmentally superior alternative from among the other alternatives. Alternative 1 does not reduce any of the proposed project's significant impacts to less -than - significant levels; however, it does lessen the severity of many of the impacts. Similarly, Alternatives 2 and 3 would reduce the potential impacts of the proposed project, although not to the same degree as Alternative 1. Alternative 1 would therefore be environmentally superior as it would reduce significant impacts associated with air quality, noise, and transportation. The proposed MEMU Overlay Zone expansion area would result in essentially the same significant impacts as were identified for the proposed project in the 2007 MEMU EIR. Therefore, the range of alternatives identified and analyzed are applicable to the modification of the project in this SEIR. As discussed above, Alternatives 1, 2, and 3 would each achieve at least some of the project objectives and would reduce the severity of some potential impacts. However, none of these alternatives would reduce significant impacts to less -than -significant levels. Alternative 1 would remain the environmentally superior alternative as it would reduce significant impacts associated with air quality, noise, and transportation. Thus, the findings from the 2007 MEMU EIR'for each of these alternatives are applicable to the proposed project and are included below. Metro East Mixed -Use Overlay District Expansion and Elan August 2018 Development Projects 3-4 ICF 19.18 Findings of Fact/Statement of Overriding Considerations 75B-160 City of Santa Ana 3. Findings Regarding Project Alternatives Findings for Alternative 1: No Project/Reasonable Foreseeable Development Alternative (Continuation of Existing General Plan) The City hereby finds that the No Project/No Development Alternative is infeasible for the following environmental, economic, social, and other considerations: • Would not 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. - • Would not facilitate well -designed new mixed -use development projects that combine residential and non-residential uses through innovative and flexible design solutions. • Would not achieve the harmonious integration of new mixed -use development within the existing fabric of the mid -rise and high-rise office environment. • Would not create highly-amenitized streetscapes that provide items such as landscaping, street furniture, niche or linear parks, passive and active water features, public plazas and courtyards, public art and public transportation shelters in a design that integrates the public realm with the private development and serves to create a distinct identity for the district. • Would not create a highly -integrated pedestrian system that provides for connectivity between the residential areas and public recreation amenities to the north and the Overlay Zone. • Would not provide for active street life through the inclusion of dedicated pedestrian -oriented design and active uses on the ground floor at strategic locations. • Would not provide for a mix of housing in order to encourage a continuum of living and a variety of household types. • Would not allow for the development of varied residential types in a mixed -use configuration including, but not limited to, loft -style units; live/work units, attached row houses, and high - quality stacked flats. Findings for Alternative 2: Higher Intensity Commercial Project The City hereby finds that the Higher Intensity Commercial Alternative is infeasible for the following environmental, economic, social, and other considerations: • Would not 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 to the extent of the proposed project. • Would not provide for a mix of housing in order to encourage a continuum of living and a variety of household types 'to the extent of the proposed project. • Would not allow for the development of varied residential types in a mixed -use configuration including, but not limited to, loft -style units, live/work units, attached row houses, and high - quality stacked flats to the extent of the proposed project. Findings for Alternative 3: Reduced Project The City hereby finds that the Reduced Project Alternative is infeasible for the following environmental, economic, social, and other considerations: Metro East Mixed -Use Overlay District Expansion and Elan August 2018 Development Projects 3-5 - ICF 19.18 Findings of Fan/Statement of Overriding Considerations 75B-161 .City of Santa Ana 3, Findings Regarding Project Alternatives • Would not 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 to the extent of the proposed project. • Would not achieve the harmonious integration of new mixed -use development within the existing fabric of the mid -rise and high-rise office environment due to the reduced development intensity compared to the proposed project • Would not create a differentiation between different areas of the Overlay Zone. • Would not provide for a mix of housing in order to encourage a continuum of living and a variety of household types to the extent of the proposed project. • Would not facilitate project designs that encourage adequate amounts of retail or commercial space to service residents and/ or employees within the development and the larger Overlay Zone. • Would not allow for the development of varied residential types in a mixed -use configuration including, but not limited to, loft -style units, live/work units, attached row houses, and high - quality stacked flats to the extent of the proposed project. 3.4.2 Elan Development Project Alternatives As shown below and in Chapter 6, Alternatives, of the Draft SEIR and Chapter 3, Clarifications and Modifications to the Draft SEIR, of the Final SEIR, four alternatives were evaluated in comparison to the Elan Development Project The environmental advantages and disadvantages of each of these alternatives are described. The following alternatives were selected for analysis: • Alternative Ela: No Project/No Development: Under this alternative, no changes to the proposed project site would occur. Physical conditions at the site would remain in their current state. • Alternative Elb: No Project/Existing General Plan and Zoning: Under this alternative, the proposed mixed use development would not be constructed. Rather, the project site would be developed in a manner consistent with its existing zoning and General Plan land use designation. This alternative provides an analysis of the type of development and impacts that would be expected to occur if the site were used solely for general commercial uses, and did not include any mixed uses. s Alternative E2: Alternative Site: This alternative would involve development of the Elan Development Project on an alternative site within the MEMU Overlay Zone expansion area. • Alternative E3: Reduced Project/Reduced Site: This alternative considers avoiding demolition of the existing Elks Lodge building and instead focusing development to the northern one-third of the site (approximately 2 acres). Alternatives Considered but Eliminated from Further Evaluation Alternative E2: Alternative Site would involve development of the Elan Development Project on an alternative site within the MEMU Overlay Zone expansion area. The City and applicant have explored other sites within the existing and expanded MEMU Overlay Zone that could potentially accommodate a similar project Based on recent searches, no other comparable sites are available Metro East Mixed -Use Overlay District Expansion and Elan August 2018 Development Projects 3-6 ICF 19.18 Findings of Fact/Statement of Overriding Considerations 75B-162 City of Santa Ana 3. Findings Regarding Project Alternatives that could accommodate a development similar to the Elan Project Therefore, this alternative has been rejected from further consideration. Alternative E3: Reduced Project/Reduced Site considers avoiding demolition of the existing Elks Lodge building and instead focusing development to the northern one-third of the site (approximately 2 acres). Therefore, this alternative would essentially reduce the project by two- thirds, yielding a potential development of approximately 200 residential units and approximately 2,800 square feet of commercial uses on the ground floor. All impacts associated with the proposed Elan Project would be reduced, including air quality, traffic, and noise, as well as the significant and unavoidable cultural resources impact associated with demolition of the Elks Lodge building. However, as noted above, the Elks Lodge operations are moving out of the existing building to a new facility, which could result in the building falling into disrepair if not maintained or re -occupied with another use. This alternative is not considered feasible because it would render the proposed Elan Development Project physically unable to meet the development standards of the MEMU Overlay District for mixed -use projects on a small portion of the entire development site. It would be very difficult to disguise the parking (underground or wrap) and build a mixed -use building with all of the frontage, setbacks, open space, and other development standards on the remaining lot This alternative would also not achieve many of the project objectives, including, but not limited to, facilitating well - designed new mixed -use development projects through innovative and flexible design solutions, achieving harmonious integration of new mixed -use development, creating extensive outdoor amenities, or creating creative parking solutions that enhance the area's urban form. A smaller project on the northern one-third of the site, combined with the existing surrounding development and the remaining Elks Lodge building, would result in design challenges that do not achieve the City's desired planning objectives. For these reasons, this alternative has been rejected from further consideration. Alternative Ela: No Project/No Development Under the No Project/No Development Alternative, development of the Elan Project would not occur. The existing site would remain in its current state —the northern one-third of the property would remain vacant and undeveloped, and the Elks Lodge building would remain intact on site. As part of a separate project, the Elks Lodge operations are moving their operations to a new 52,720- square-foot facility at 1701 East Saint Andrew Place in Santa Ana. Therefore, the Elks Lodge building would be vacated and could fall into disrepair if not maintained or re -occupied with another use. All impacts associated with the proposed Elan Project would be avoided, including the significant and unavoidable cultural resources impact associated with demolition of the Elks Lodge building. Findings The City hereby finds that the No Project/No Development Alternative for the Elan Development Project is inferior to the proposed project because it would not meet any of the objectives of the Elan Development Project. Metro East Mixed -Use Overlay District Expansion and Elan Development Projects 3-7 Findings of fact/Statement of Overriding Considerations lust 2018 ICF 19.18 75B-163 City of Santa Ana 3. Findings Regarding Project Alternatives Alternative E1b: No Project/Existing General Plan and Zoning Under the No Project/Existing General Plan and Zoning Alternative, development of the Elan Project Would not occur. Instead, it may be reasonably foreseeable that that site could be developed according to the existing General Plan and Zoning. The existing General Plan designation is GC (General Commercial), and the site is zoned C2 (General Commercial). The combined GC land use designation and CZ zoning would allow for a variety of retail and service uses, professional, administrative and business offices, parking lots and structures, automobile sales, and various other commercial uses. The site could be developed with a floor area ratio (FAR) densityof O.S. At 6.4 acres, this would equate to approximately 278,784 square feet of commercial uses. Using the same trip rates for retail/commercial uses (shopping center) as presented in the Traffic Study for the Elan Project (Appendix G2 of the Draft SEIR), this alternative could generate 11,904 daily trips (approximately 270 AM peak hour trips and approximately 1,039 PM peak hour trips). Compared to the 4,648 net project trips for the Elan Project, this represents an increase in vehicle trips by a factor of more than 2.5. Compared to the proposed Elan Project, in addition to increased traffic impacts, this alternative would result in increased air quality emissions, increased GHG emissions, and increased noise. Additionally, this alternative would not reduce or avoid the significant and unavoidable cultural resources impact associated with demolition of the Elks Lodge building. This alternative would also not achieve many of the project objectives, including, but not limited to, facilitating well -designed new mixed -use development projects through innovative and flexible design solutions, achieving harmonious integration of new mixed -use development, creating extensive outdoor amenities, or providing new high -density hours and live/work opportunities within a mixed -use environment. Findings The City hereby finds that the No Project/Existing General Plan and Zoning Alternative is inferior to the proposed project because in addition to increased traffic impacts, this alternative would result in increased air quality emissions, increased GHG emissions, and increased noise. Additionally, this alternative would not reduce or avoid the significant and unavoidable cultural resources impact associated with demolition of the Elks Lodge building. This alternative would also not achieve many of the project objectives, including, but not limited to, facilitating well -designed new mixed -use development projects through innovative and flexible design solutions, achieving harmonious integration of new mixed -use development, creating extensive outdoor amenities, or providing new high -density hours and live/work opportunities within a mixed -use environment Metro East Mixed -Use Overlay District Expansion and Elan August 2018 Development Projects 3-8 ICF 19.18 Findings of Fact/Statement of Overriding Considerations 75B-164 Chapter 4 Statement of Overriding Considerations 4.1 Introduction Section 15093 of the State CEQA guidelines states: (a) CEQA requires the decision -making agency to balance, as applicable, the economic, legal, social, technological, or other benefits of a proposed project against its unavoidable environmental risks when determining whether to approve the project. If the specific economic, legal, social, technological, or other benefits of a proposed project outweigh the unavoidable adverse environmental effects, the adverse environmental effects maybe considered "acceptable." (b) When the lead agency approves a project which will result in the occurrence of significant effects which are identified in the final EIR but are not avoided or substantially lessened, the agency shall state in writing the specific reason to support its actions based on the final EIR and/ or other information in the record. The statement of overriding considerations shall be supported by substantial evidence in the record. (c) If an agency makes a statement of overriding considerations, the statement should be included in the record of the project approval and should be mentioned in the notice of determination. The City of Santa Ana proposes to adopt a Statement of Overriding Considerations regarding the potential unavoidable significant impacts of the proposed project. This section describes the anticipated economic, social, and other benefits or other considerations of the proposed project to support the decision to proceed with the project even though all of the identified impacts are not mitigated to a less -than -significant levels. 4.2 Unavoidable Significant Adverse Impacts The City is proposing to approve the proposed project, with reductions and revisions to reduce environmental impacts, and has prepared a SEIR required by CEQA. Even with reductions and revisions in the project, the following impacts are unavoidable because it has been determined that no feasible mitigation is available. Refer to Chapter 2, CEQA Findings, for further clarification regarding the impacts listed below. Metro East Mixed -Use Overlay District Expansion and Elan August 2018 Development Projects 4-1 ICF 19.18 Findings of Fact/Statement of Overriding Considerations 75B-165 City of Santa Ana 4. Statement of Overriding Considerations 4.3 Metro East Mixed -Use Overlay Zone Expansion (Program -Level) . Air Quality Impact 4.1-1 Construction activities associated with the proposed project would exceed South Coast Air Quality Management District Standards for VOC and IQOx, and would result in a projected air quality violation. Impact4.1-2 Operation of the proposed project would exceed South Coast Air Quality Management District standards for VOC, NOk CO, PM10, and PM2.5 and would result in a projected air quality violation. Impact 4.1-3 Construction and operation of the proposed project could result in a cumulatively considerable net increase of criteria pollutants for which the proposed project region is in nonattainment under an applicable federal or state ambient air quality standard. Cumulatively, the proposed project would also have significant and unavoidable impacts with regards to the above -mentioned impacts. Greenhouse Gas Emissions Impact 4.3-1 Development of the proposed project would result in a net increase in emissions over existing conditions and would be considered a significant impact. Cumulatively, implementation of the proposed project would also result in a significant and unavoidable impact with regards to the above -mentioned impact Noise Impact 4.7-4 Construction activities associated with the proposed project could generate or expose persons or structures to excessive groundborne vibration. Impact4.7-5 Operation of the proposed project would generate increased local traffic volumes that would cause a substantial permanent increase in ambient noise levels in the project vicinity.. Cumulatively, the proposed project would also have significant and unavoidable impacts with regards to construction -period groundborne vibration. Traffic/Transportation Impact 4.8-1 Implementation of the proposed project would cause an increase in traffic that is substantial in relation to the existing traffic load and capacity of the street system. Impact 4.8-2 Implementation of the proposed project would exceed standards established by the Orange County Transportation Authority within the Study Area. Metro East Mixed -use Overlay District Expansion and Elan August 2018 Development Projects 4-2 ICF 19.18 Findings of Fact/Statement of Overriding Considerations 75B-166 City of Santa Ana 4. Statement of Overriding Considerations Cumulatively, the proposed project would also have significant and unavoidable impacts with regards to the above -mentioned impacts, 4.3.1 Short -Term Impacts Of the eight significant unavoidable impacts directly attributable to the proposed project and associated cumulative impacts, as identified above, none would be classified as short-term. Because this document is programmatic in nature and would be used to guide future development and subsequent environmental analysis within the City, potential short-term impacts will be analyzed during specific projects CEQA review. 4.3.2 Long -Term Impacts Of the eight significant unavoidable impacts directly attributable to the proposed project and associated cumulative impacts, as identified above, all of the aforementioned impacts are considered long-term. 4.4 Elan Mixed -Use Development (Project -Level) Cultural Resources Impact 4.2-E1 Development of the Elan Development Project would result in a substantial adverse change to a historical resource. The Santa Ana Elks Lodge was been found eligible for listing in the California Register of Historical Resources and the Santa Ana Historic Property Register, and is considered a historical resource under CEQA. Noise Impact 4.7-E4 Construction activities associated with the Elan Development Project could generate or expose persons or structures to excessive groundborne vibration. 4.4.1 Short -Term Impacts Of the two significant unavoidable impacts directly attributable to the Elan Development Project, all would occur during construction activities and would be considered short-term. 4.4.2 Long -Term Impacts Of the two significant unavoidable impacts directly attributable to the Elan Development Project, none of the aforementioned impacts are considered long-term. Metro East Mixed -Use Overlay District Expansion and Elan Development Projects 4-3 Findings of Fact/Statement of Overriding Considerations August 2018 ICF 19.18 75B-167 City of Santa Ana 4.5 Findings 4. Statement of Overriding Considerations As presented in Chapter 2, CEQA Findings, the City has evaluated all significant and unavoidable impacts and has analyzed all feasible mitigation measures and project revisions, and determined that economic, social, or other considerations make infeasible the mitigation measures or project alternatives in the EIR. 4.6 Overriding Considerations Specific economic, social, or other considerations outweigh the impacts stated above. The reasons for proceeding with the proposed project, even though all of the identified impacts are not fully mitigated to a less -than -significant level, are described below. 1. Building upon the success of the original 2007 MEMU Overlay Zone adoption and expanding it westward to create additional opportunities for mixed -use development. 2. Expansion of the Overlay Zone further increases opportunities for employees to live in proximity to their jobs reducing the number and length of vehicle commutes. Expansion of the Overlay Zone also provides for the conversion of retail and office properties for mixed -use residential purposes, allowing for the originally proposed increase of 5,551 residential units to be spread over a larger area. 3. The proposed project emphasizes the development of mixed -use structures that integrate housing with ground level retail and office uses. In addition to providing opportunities for residents to live closer to their jobs (live/work and other facilities), residents would be located closer to retail, commercial services, and entertainment. Additionally, locating residents in proximity to commercial uses increases the customer base and economic activity of businesses, provides an "eyes -on" mixed -use community that improves public safety, and increases pedestrian activity within the area. 4. Expansion of the Overlay Zone also provides the same development and design guidelines that will maintain and enhance the character of the expansion area. It provides for management of the design and scale of new structures within the Overlay Zone to preserve and enhance their character and quality. It also distinguishes pedestrian- from automobile -oriented commercial districts by regulating the location and design of sidewalk fronting, building elevations, location of parking, and implementation of streetscape amenities in the latter. Metro East Mixed -Use Overlay District Expansion and Elan August 2018 Development Projects 4-4 ICF 19.18 Findings of Fact/Statement of Overriding Considerations 75B-168 Exhibit B: Mitigation, Monitoring, and Reporting Program (MMRP) Resolution No. 2018-xx Page 11 of 12 75B-169 MITIGATION MONITORING AND REPORTING PROGRAM FOR THE METRO EAST MIXED -USE OVERLAY DISTRICT EXPANSION AND ELAN 0 DEVELOPMENT PROJECTS PREPARED FOR: City of Santa Ana, Planning and Building Agency 20 Civic Center Plaza, M20 SantiAna, CA 92701 Contact: Ali Pezeshkpour, AICP, Senior Planner (714) 647-5882 PREPARED BY: ICF 49 Discovery, Suite 250 Irvine, CA 92618 Contact: Chad Beckstrom, AICP (949) 333-6625 August2018 75B-170 ICF. 2018. Mitigation Monitoring and Reporting Program for the Metro East ' Mixed -Use Overlay District Expansion and Elan Development Projects. August. (ICF 0019.18.) Irvine, CA. Prepared for City of Santa Ana, CA. 75B-171 Mitigation Monitoring and Reporting Program Introduction The California Public Resources Code, Section 21081.6, requires that a lead or responsible agency adopt a mitigation monitoring and reporting program (MMRP) when approving or carrying out a project when an environmental impact report (EIR) identifies measures to reduce potential adverse environmental impacts to less -than -significant levels. An EIR has been prepared for the project that addresses the potential environmental impacts, and, where appropriate, recommends measures to mitigate these impacts. As such, an MMRP is required to ensure that the adopted mitigation measures are implemented successfully. As lead agency for the proposed project, the City of Santa Ana (City) is responsible for adoption and oversight of the MMRP. This document plan lists each mitigation measure, describes the methods for implementation and verification, and identifies the responsible party or parties. Project Overview The City is proposing to expand the boundaries of the existing approximately 200-acre Metro East Mixed Use (MEMU) Overlay Zone by an additional 33.52 acres, while maintaining the potential development capacity in place. Additionally, the City is considering an application within the expanded MEMU boundaries for the development of a mixed -use project featuring 603 residential apartments and approximately 8,500 square feet (so of commercial space on the old Elks Club site at the corner of Lyon and First Street (Elan Project). The MEMU Overlay zoning document would also be updated to refine development standards and allowable land uses. Together these proposals constitute the "proposed project." The City actions required to approve the proposed project include the following: • Certify the SEIR and adopt the Mitigation Monitoring and Reporting Program • Approve the General Plan Amendment. • Approve the Zone Change. Monitoring and Reporting Procedures The MMRP for the proposed project will be in place through all phases of the project, including design, construction, and operation. The City will be responsible for administering the MMRP and ensuring that all parties comply with its provisions. The City may delegate monitoring activities to staff, consultants, or contractors. The City will also ensure that monitoring is documented through periodic reports and that deficiencies are promptly corrected. The designated environmental monitor will track and document compliance with mitigation measures, note any problems that may result, and take appropriate action to rectify problems. Metro East Mixed -Use Overlay District Expansion and Elan August 2018 Development Projects 1 ICP 00019.18 75B-172 City of Santa Ana Mitigation Monitoring and Reporting Program Mitigation Monitoring and Reporting Program Implementation Due to the program- and project -level components of this SEIR, the MMRP has been divided into two parts to address each component separately. The mitigation measures that pertain to implementation of the MEMU Overlay District.Expansion and their methods of implementation are listed in Table 1. The mitigation measures, which include several mitigation measures from the program -level component, that pertain to the Elan Development Project are listed in Table 2. Certain inspections and reports may require preparation by qualified individuals, and these are specified as needed. The timing and method of verification for each measure are also specified. It should also be noted that where applicable, mitigation measures from the 2007 Final MEMU EIR were carried forward into this SEIR, and, for some impacts, new mitigation measures were developed (highlighted gray; in the tables below). Mitigation measures carried forward from the 2007 Final MEMU EIR maintained their original numbering and naming convention from the MEMU EIR and begin with "MM-OZ" in this MMRP. Project Contact Information Lead Agency: City of Santa Ana, Planning and Building Agency 20 Civic Center Plaza, M20 Santa Ana, CA 92702 Contact.Person/Telephone: Ali Pezeshlcpour, AICP, Senior Planner (714) 647-5882 I Metro East Mixed -Use Overlay District Expansion and Elan Z August 2018 Development Projects ICF 0D019.18 75B-173 E L° S C y F 4'LISb R pp° •�O A CO u C I7 i [ .FC C u F b0 u ❑ C u N N fl Y O p d L L p Ej 0 mN Y..-. 7 ue'S3m3m O F O y u C m QA 130 rlEc oa +L°0f4°4 o3�oao� F •e0 y {{atl � u +^ C N N R •O• E bD O O W U 0. W O d > F ° yN R u o A O 0 m > a .u. aNi 0. 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U Y w 7 p y v C U W d, m m N T ax o m.° m 4 x ? m o x o n v t v G u v O .'r9. t. y.; .0. O �� 7 C m a v v y n u N Y r V. V y U F u E G N u N O Y m y y O 7 as "vy d v y N cH�waa .j° Y�'m. u X � ,O u d v 0.> w G N m G^y•6r�•a^ u y w u xt G N r it, 0❑mx'E a 3 E h m v G 17 'u w m L c m E o m L u C^ tya 7 C yaa °Y�oE d O Y G U o p• G b0 �• v G m O O G p y I 0 ❑ p h r°. v G. 3 c G G F u y mu u v a U to W O N tya O C o •ty N v.v O tRa .FJ m •rr' N �. E V UEd°.em O v V G ,O om��3'7 .0 o N G C ED O m u c G a t-� O a c aGu:N� > u N CJ V N 'vC b q u y o.. AFCu : u O. U In n p N N N N Oc I O O G 1 cO cG 75B-175 E E i u V W y jy O N O rr � N CJ CJ U Ol O O m O m r s o L CD � o � d o o a� 0.� G y u C L G y m o y 0 C ctoAmbO O 1 C y A m y .O = G J] m 7 O c,r c C v v C Lma.nEemD o r U .- w C Gl u � c•c d G c— a c o o^ o o Ti O d U 9 U F L 00 b L U � eV u w m F O c° 5 N 'O 7 CD a.+ _F 7 C m G N DD fir' y .0 CY UTJAL o W N O y •a U O N N O L+ m y y U o c u^ G V L C❑ i [C. u u m OUi 'o a u F m O� 0 Q A>' L N> W p N m E o V u o tU. TJ L O 0 u u -- 0 ,o A m L yd •..>7 O •'� a� a c a o c v> 0 0�•1 U d � yl A 0. avp9cma 0 F M w 'Oo aCri u .A. N N O u d d � N m LR C .0 r N V y w 7> O 0 m > 7 0 m m O m; O G u u m G=>� O C O° F �� O O u omW a 3m�0SGar °zuoLm-u N L O O p ri L z U N O CZ C O O O •O G ED oU Cl y O m C 3 w ^ o m m n ac C o N O N m �.. m O y bD U N� u caD o n 3 o E u o ..0 o c o ai C 'O % d°= C 9 o n maO bc 'N oMEOaa°uov0MoU F=r�rcCa°Oo°��m�?mm W y 'O L N F +m+ E CD u ° O u u Ifr 0.0 W bc °C Fv ov GO, AUa G°=C•7°L �wg pGwU .Om'° L c 7g LN O 00 A L v m N 5j5j5jG v p' N r- �° b 7 9 ': A>m Ou ua O o o O w 0 E W O Li 75B-176 E 2 m C a F E m R E L N F2 F O D U G C F m Q DD C m b� F F C G L C � O 'd R N i u N •p0 b T d C C P � E 'L. O J' •p 'Y+ i U O N y F � fUp O •O � w o 7 X — m O O p,twm U 4 C b V • m . . . . . . . . � v c L G > � C G m R �+ N 7 O' H E C w. lD G N U N Q 6 N U O — d L W E U W Y p U YW. _c m3 .Q� 3Nd 'O W t0 y N t0 b � u JLpi y d N .0 Lox m F 3 F0 et yN F p N C b ' pp o w U I7 v y q m w G 75B-177 E m o m a` C •E L F C C F C o F 0 o p p aar Tj O u r+' 'o N u0 7 +0 y u O F cpi 4 u 4 u d u C O O L CO r^ Y Y Y N Y a a m aL pL, L a �� a m %L^• U U �j b pc F b0 C w F bD F CD F N Q N i4 C¢ N Q bD y _ C C F _C F C C _ OD 'F b F V F y O P. A '� F � a.m Q am aai amF �v m o.c v.r o E.^Lr�v o m 17 .c u i o o F y a rAa E ED `y' w o °i mo o S `°' �'`a2 yyc H vow 9:cLENuxC ono 9F�oa0c°r0N`m cmw r Fy p'a ued�� mmU rt-uN AY doq>+ o G.0 u o o c 0. m o, `' 0 '� A 5 °1 d' c°< L> u a .F m 0. p W u7o °3m UKPabG B= Ev 0 u'°�ra a0w � o b ° s o m y o 'C .0 m C 0 d 3 m 0 0 '0 O C a 0 a'C1 F v 0 m o-u N U ri 'UaVuy 'AmO .muauRNivao00� Fy F A u�N G ; ;a Z V q 4o °0 p0 wU 3 crNNb0 O ' 'yu Vybpp oW0 ..r F wNo w Wb C o oY N CD= .0 F= C OO ^pp0 N �N cyo ,mNy°F'.E�— y0 GS OwL P. G 0 E onAn COo� v u S l0u� ❑ M v v C c u E eP ^'a3c o000:,.°�°°cL° b°-�Ayv�p�yv�m yaU. U c°i v CL QmU CO1 VcO Ym V wC� N,u4. NyoN acpP AGWN ALCpw -pL0aO C Np �N CaCJC+I jC ^�LLy W w 0 C ud p o$ IIc^ C O U LOov0. 0LbOCC N .9._d 0 0 'O O w O N L o.iFociy p ac 4NJOmyqpnNvuSCr. oYcNyUp ipNLC 3 .N Gyr FN F°L8i ' m m4�o3c vdc.�,+ [a�evHoo,m,a�iEmLcp amvoEaciEm�° G N u d W 'O G y Cl 'C F AmyV. aN. t0.. A c°A '� al SD 0. i. C m p Y .r m R F E 0 A OJ 7 s. �0 O O L > u% N o P� CN O> 'O C p u OFi 0 0 u C 0 .r m m ¢ O m A I •o N N m L Gl Q c Z N N N CD O O ¢ C n 75B-178 E C 0 Y 0 N ' C Y d F. E�•L0. L N d E� O aM . V u 12 G R d C C 'C %p A a m c � O L Y 'i, O O m 4 d N V7 Y N X 7 0 C. Ewo�a!GN',�m m d N L p L.n u a yXj F IVa F m YvO. N i R� O� ay E w O r 0 u F O G � °� G m � � •fl qcp 'A m '� m F d m a Cy n`tln LLF�p O T N tG Y.Yi t° yL E °-o G E U 0 O au T= O m b•C > tU„ N i0 b O L F B m O G N'n U N a L 'CD bD N O 'G M IX yaoLFr'�nY�°� d o o u c C h W E-d LO N L O Op O w" v Y •> , O N O .F d 01 L y N N 3 Y b L Y Qi a q d=a19i udu c� x >y L o+ w L F o E-F v 0 R.i 0 A C 7 U Up c b G 2 c N Y Y G Y �CQ w a m a m Cl. G U C x F OOD R Qto OOD t0 Q 0 Z ptLD F bm C .G G .� G •F C m am A..m t G. m IO •C Y b 6l p T n N R o 01tw cA 'ar7 bD 7 •, R t0. w-Eb 3 n A c p Y L y W b CO p F 'am p O N •O O L N V N O O N G •� C a0+ m •�p W N m y N F O F L O G O p �ey�•9� r �m 7 � M u N� f 0• d w X V 5 L 7 N m e L L Q w G v ^Q � C oFL°.9>mc N �• L d 0. N Y p F ob m A aC O [� •u � 7 O W 00 u u C N CD• 1a b U K C R .Z A y r. N yA��I L m O y Y N q � L a°N'c v � N aU' G L m n pw 0; Ou' C n y N f�l N a� v� d• 0c 0c 0 G !r 75B-179 E 0 d �CC• C m •F m C a C n Co !7 T°J � U U b0 L y C y 'c C � DO a � .q � v � � N Y C '6. •V •5 ,°G W a- Dui a L m> �'' D m N �" p O EO 0'0 O v v 3• F' 4., a L �+, .0 .d y O +S :-• •O L m y .O^ m C N o '.t7 v o Q E am+ G E u G i m N C j v O u L C a 0. .N U 1.0 7 d W w C G tv. 8 A it u 0 y C a u p G u mL , > to. m m C ,+ Y v m .d 0. w a a m t'a p o u C° ah ti E ov, NN > 4 u id 7 V 4 VJ W b0 w z i Q u p v k ea0 L 'C7 C �n v v° YO C �y d O 0 u w d F i m— ° C, u W OH. N o� •zi 4o O°"..5Cs .O LyC ro'o m�a:, 4caumYm Y •p O S z u 'S v E `.+i v °L' m v« ta. v y Iw.. `L' •p C OD y 6 O' 'C7 a°>E Po is v o °^m' a°itnir 7 p O ° °40K y 4 u.. 0. 0.v uo m .5 m 'S v C y iC m> NN v L a •ao.�c:�v.a 1°�ao u��; °7+Cuo�>i90 y3i�aiix�5:0 [j N v v 0 N m N d p N 4d 'D 4�i QO �a •CG CD myVO N>xyN L 4qEc�cE3SyA`co�c�to o, N m Y [i CO a N E 0 4 m °, N a G a 1'+ r.° Y. H (p ° Y E• L+0 Pr E OE CCO V Ou y0°j 7 4 0r 15.5ym' mOEvu oYN.^dr C�: va 5 7 •"c4 awmO°oia�2 voE O -Eb N 94 u "• CUCa N fL .O ow 0.^U.ED 0rTO .COC 7 1aa❑ N ou MU a m c E u N a .o:Y L o Q z Sdm NN 4a°.ERO.A m O c r' d 7 in by � U U � V 75B-180 E 2 w D c a E m F. E 3. 7 R m E2 r�� m 'o vi R ,d U F m 0 bD a C °C° u.y u •G p v.YN.'en7 y am`F mE r °u o m , •d ❑ y y �p O pp m m O C H R d m L m m R F M m ° 'mc�'vQEo myF°ocruto W �v eD u x m C> m -0 °d .RRd Gm F.. 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F•raNymOmRm0� aov.emuo m F 3A o m� Rc o N� m � h ad m c� E aE R a °E R 3m oR mm °°c0-uo�ii omEx2.°omd �00c 13 cz R a R N u¢u.mRocE r m 0 a 7 75B-181 E bo° a u �j A id y d O'y0i O m a °D a to + O v A u C � GbQ w y � y d N O C C to d + 4' d b [FO r Ob N m N e w 01�F y F ep vY d r d u d >� O y A d 0.0 $ vF A m y O 75B-182 E bb C a F v Ei Zloru7 A to � y o rE t w O y N sh N F F m m w'x Na a+ F tw m Wba G �0AL�ma 61 N 0. �d r bb U •.+ 3 m m �_ •- 'S C 'rd y is 4 O O O w'm a0. C� �D n u a� .J y ad+ •d G y • Y Y min °'c,° N O 3y G -E m y 3:92 b E m paAdB wd •0 3 a F « °D'° OV b 0. •C C y •d O u 5b6 uand 00 A o •�C n y W N 'Cf •O w � 7 a+ y ° dv t N E C M G C A ao r G q F b � 7 am ti 75B-183 6 y « O c E m E s G o c - ' tw q C 00 a Y n :L O n a eo c M c g ^w m to O w w Ns 93 O N W.. C E a+ CC? O Y( i NN•p O •�ONi t0.w3m.�.ax� .�bC�a y L7•��+NL'SSi O'--' W0xn Wu m rtaffE� mU E°.ao y «o°°�aaynm "nc myca° oa b. w � � .$[[. �.. �C'�. �p Aqp, E. � c. Cyx �NNo Y � m p ❑C � w u ��yy ra. O �+. 5.� .E tE U n a y N A A L. d U w +�• u U �+ a a v a 'd " a u .o.� E 'S .c o 'o gr 5 m v n m ffi x o o u o F o a pap Nv5C3 y� oy�v m m�npNx�S> y 0madc•° aF o c d pQ3 a °v o o� q 2 o m 8 � 4 v3 A b O > w 0. C oo V to 0. Y a 0. w G d a ^ 'E -0,A 0>aY � � omgo av y mep m 3 a m 3 u.., a 'a ,'sae 0.0 0 y y a:e °r, ;o a 69e c e' -M C3 `p' m m E g o aqi n� xt' r ,a m `� E °coE .c`N a u�>y°uiw 6'CL'EEna °^ o' a0i °:pup ap a'�a 'd ,",mo,a, �'Gw :; o.. .; o;: 'a'o v 'q R w �•. di p 7- .a A :7 a G R N 3 TJ 0. "' p q ac�°m d n°E>ad0 Cm�°mb Hm " Pry .E � a •U • G .�. a' � N WWJ b a a 'a P+ f" '� L' O n - d0 O n L •q c W m N tq0 �I. w O A d ti N Pr. L O 7 d •-y a y � JE•t^a.`�G Ex.owudp� �r,m��E�'mgnqm E n�c;n t1., � o�.F.&y.�c^�ra.ml7p'w9 aFy.�Oy'i•gvflv•EvvCZ°uC'L �'Sa o'aav�po-`�aa y. L°uooaua$awa�� « ma—aaa.� x.a��eq��oov$x-.°o>EAS�gouu+ b 0.'�•P.�e-,n'u'~¢mm56omHw • N � c O 0 c n7 rn to y O •• 75B-184 i c C, F F C v r.. E �P L N N �D Pv � O U G N F C ❑ u Y F � U R m c c co N Q CCD C F y F' m a. m .o rYR�i'OLomucbm a E ° fC y' O CL O L a•F+ n y tE E F T3 A i b O YO E u •O y L O f 00! F O 0 0 r E A b V 7 X W O d O F d u m H d Ol Y ++ }4 W O A Y •E y m y e a� y m c'E m3 aac E ❑E; '�� ." C; v Y. D X N O i9 pC[+ s O .N.. U W /� X Y N N r 0 °aim°O'EC mmEa�Fr°c'Cm°�' •OO FTi �' F F v i N o O 0 'OO d u b 0 F 0 C o G N C N R u y u N 7 •O w r r+ O F y N .-. . y w Y 7 7 '-' - m T. O G E d C u m O O ` O �.. .N. N 0 O u O Y X N •" N O C C C Y m T Fo L Y+ tE t9 O 3 y Y y ,d .G Y S C •O �' C O 7 P. E O F u.. 0. Y-+ wm �3umc•°'°.mcEyamio�oE�aBi� Ema oy 0?mabiEn wm2F ct�y,c mX u aco 3 ° c' 0 0 01 m¢ m V� O F C 1 u d u \ V y L C Ya ° q $ L O a u T U b d C bD bn Y N C G a m a w v C O N 60 to G_ C > C O C C , 7 a Ir U N •5 l± a 6I m N N a °o m 'S ° o c u aci N 'O N C q •d W N O O d f0 A ° u •O n �. L d c c E c A Rc o° O A m v m Y a Y F a a R W mto d o r� 1 3 d FEP.d'oc;;" UBr - h.° u >v a O 0 7 u d N' L O W u 0D u r U y R W G E�y o u , .T o c�•0C •Lr' is C> p D 0 3 T C L r M u. pp H u 3 Y r_ Yr Y N N 41 Fi C N N. y C N lO IO a 3 m> R C A O N O O m .ai a❑ Yqq v T i+ O L L7 'S u u. F to c ,O N O O •O D O T C u '° w f0 u s A m u .c a> m m .Q •� d� c o d u y� a. '0 w E O b y� L O •' L y 0 o y o •� r5 E c m o� == o E FO.Z R au o m'a u L N N �D d• V� O O 75B-185 E E n u aa. A F? E2 o 'd W V ip O L/1 C N Y L A a a O N ET O y y y v R lib G 4aN. TWO r r m B= A Y s u a m N Ou Cc: O p .o o. A �QN'G'S V O L Taar Eap °m pu G pLi E o R� N C .�:F A G y m a •d 'u Ea x c o yab, a ova �'Qmam oL a ¢Ei° m 2 ycC 'J1 V LD y \ a• 0 0. E tO u C m w R m m N vv 0 A r y W y Y G W a V 1bD N' C P. W p p A a C R m m r Y w a c N D v �+ C 7 0 7 G C G 7 a 'O �O A N LV' 117 v n.''' u .a, " O u `� w o a O p' 4 y N N N m d O =E- o �v.� E m o o W i y E A y y p aa. 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I= C 0. 0. 0. ^ EA L7 �4 N M rl a H 75B-207 Exhibit C: General Plan Amendments Resolution No. 2018-xx Page 12 of 12 7 5 B-2 U Q City of Santa Ana General Plan Land Use Element 1998 City of Santa Ana Planning Division Adopted February 2, 1998 (Reformatted January 2010) The following is a chronology of the approved general plan amendments that have been incorporated into this document since the comprehensive update of the General Plan Land Use Element adopted by the Santa Ana City Council February 2,1998 (GPA 1997- 05): GPA2018-01(August21,2018) . GPA 2011-03(March 19, 20121 GPA 2005-02(October 17. 2005) GPA 2001-02 (January 7.20021 GPA 2018-02(May 15, 2018) GPA 2011-02 (June 6, 2011) GPA 200441(Apr05, 2005, es posed by GPA 200D.09(May 7,2001) GRA201541(May 15,2018) GPA 201MI(June 7,2010) thevolersof Santa Ana) GPA 2000-08(February 5,2001) GPA 2017-02 (December 19.2017) GPA 2008-02 (July 20. 2009) GPA 2004-04(July 19, 2004) GPA 2000-03(December 4, 2000) GPA 2017-01(June 20, 2017) GPA2007-03 (May 18, 2009) GPA 2004-06 (July 6, 2004) GPA 2000-02 (November 20, 2000) GPA 2016-03(February 21. 20M GPA200MI(May 5, 2008) GPA 2003-02(June 16. 2003) GPA 199902(October 18. 1999) GPA 2016-02 (May 17, 2016) GPA2004.03 (February 2, 2009) GPA 2003-01(February 18, 2003) GPA 1999-01(August 16, 1999) GPA 2016-01 (A01 19, 2016) GPA 2007-02 (June 1B. 20D7) GPA20D2-01(September 3,2002) GPA 199804(October 5,1998) GPA 2015-03 (February 2, 2016) GPA 2007-01(March 19, 2007) GPA 2002-03 (August 19, 2002) GPA 1998-05 (September 21, 1998) GPA 2014-02 (October 21, 2014) GPA 200MI(October 2, 2006) GPA 2001-03(Febmary 19, 2002) GPA 199HI(May 4,1998) GPA2014-01(June 3, 20141 GPA 2005 01 (December 5, 2005) 75B-209 LAND USE ELEMENT areas. To encourage a dynamic mixture ofresidential, office and commercial uses, within these areas both building intensity and residential density is based on floor area ratio and zoning development standards. In calculating either the allowable floor area or the allowable residential density, it is the City's policy to not allow upward rounding. The Land Use Plan is illustrated in Exhibit 2. Additional information concerning the Land Use Plan and the land use designations is provided in Table 1 (Land Use Development Intensity Standards), and in the Appendix. Table 1 Development Intensity Standards Density/Intensity Standards Land Use Designaflon (dulacre - FAR)l r• , Law Density Residential (LR-7) 7 du/acre Low -Medium Density Residential (LMR-11) 11 du/acre Medium Density Residential (MR-15) 15 du/acre Miked Use Ilancruse Designations'',', District Center'(OC) Other District Center (Midtown, MacArthur Place, etc.) 9D dulacre and FAR 1.0-2.0 Heritage District Center FAR 1.7 Downtown District Center FAR 3.0 Metro East District Center FAR 3.0 Transit Village District Center FAR5.0 Harbor Corridor District Center FAR 5.0 Urban Neighborhood Transit Zoning Code Area/ First, Fifth & 1P Street Corridor FAR 0.5-1.5 Harbor Corridor FAR 3.0 Metro East FAR 0.75-1.5 �.Commercialk [arid Use [resignations Professional and Administrative Office (PAO) AR 0.5=1.0 General Commercial (GC) FAR 0.5.1.0 One Broadway Plaza District Center (OBPDC) ° FAR 2.9 industrial lafid'Use . , Industrial (IND) FAR OA5 r , . r• Institutional (INS) FAR 0.5 Open Space (0) FAR 0.2 Notes: r The Intensity standards shown refer to the theoretical maximum amount of development permitted for each land use designation (du -dwelling units; FAR -floor area ratlo). Development must also adhere to zoning regulations, and/or specific plan requirements. Z The Distdct Center and Urban Neighborhood land use designations permit both residential and non-residential development. 3 Commercial Intensities may vary. Baseline FAR is 0.5. Specific areas allowing greater Intensities are Indicated in Exhibit A-3. One Broadway Plaza District Center land use designation permits office, restaurant and ancillary retail for a master planned development 'Refer to Appendix for description of Land Use designations. CITY OF SANTA ANA GENERAL PLAN 15 75B-210 LAND USE ELEMENT LAND USE PLAN IMPLEMENTATION To effectively achieve the broad range of goals outlined for the City's future growth and development, a variety of plans, programs, and regulations must be relied upon. This section of the Element discusses these tools, and how they correlate with implementation of the City's land use goals. DEVELOPMENT INTENSITY STANDARDS Table A 1 summarizes the development intensity standard for each ofthe General Plan designations, and provides land use distribution by acreage for the land use. The intensity standards for the categories permitting residential development are expressed in density, measured in "units per acre,' or floor area ratio and zoning development standards in the case of certain Mixed Use land use designations. The intensity standards for non-residential development are expressed as "floor area ratio" or FAR. The FAR concept is illustrated in FxhibitA-3. The intensity standards in concert with the zoning and development standards regulate the massing, form and building size. Table A-1 Development Intensity Standards Land Use Low Density Densitylintensilly Standards 7 du/acre Low -Medium Density 11 du/acre Medium Density ,, 1• District Center 15 du/acre Other District Centers Midtown, etc. 90 du/acre and FAR 1.0-2.0 Heritage District Center FAR 1.7 Downtown District Center FAR 3.0 Metro East District Center FAR 3.0 Transit Village District Center FAR 5.0 Harbor Corridor District Center FAR 5.0 Urban Neighborhood Transit Zoning Code Area/ First Fifth & 17i° Street Corridor FAR 0.5-1.5 Harbor Corridor FAR 3.0 Metro East Professional/Admin. Office FAR 0.75-1.5 FAR 0.5-1.0 General Commercial FAR 0.5-1.0 One Broadway Plaza District Center* r= Industrial FAR 2.9 FAR 0.45 Institutional FAR 0.5 Open Space FAR 0.2 Notes: du - dwelling unit, FAR - Floor area ratio * Residential development is not a permitted use. CRY OF SANTA ANA GENERAL PLAN A-11 75B-211 LAND USE ELEMENT The City established development intensity standards in 1988, for nonresidential land use designations. The standards measure intensity through the use of floor area ratios. The floor area ratios proposed for the City's major commercial corridors are expected to remain in place over the life of the Land Use Element. Those areas of the City proposed for the most intensive levels of development include district centers, professional and administrative office districts, and several other commercial centers with a unique character, or special development concerns. Some of these areas correspond to those for which Specific Plans have been prepared. The proposed floor area ratio(s) for most of the City's commercial corridors allows structures of two to three stories with surface parking. The major development areas -the District Centers and Professional/Administrative Office Districts along Tustin Avenue and East First Street -allow mid -rise and high-rise buildings with structured parking. These areas are expected to generate the highest level of development activity in the City as centers of commerce. These areas are listed in Table A-2 and are shown in Exhibit A-4. The floor area ratios indicated in Table A-2 are the maximum building intensity allowed for development. Table A-2 Kev Area- Floor Area Ratios Area Project/Area FAR 1 MainPlace 2.1 2 City Place 2.54 3 North Main Street 1.5 4 North Broadway 1.0 5 Museum DISMct 1.5 6 Hutton Development 1.0 7 Civic Center Specific Development Plan 1.0 8 Midtown Specific Plan 0.5-1.0 9 Civic Center 1.0 10 Downtown 3.0 11 Orange County Register 1.15 12 First Streeryrustin Avenue 1.0 13 Bentall Center Development 1.5 14 2720 Hotel Terrace Drive 1.0 15 1951 East CamegieAvenue 0.55 16 4040 West Carriage Avenue 0.47 17 Lake Center Development 0.72 18 South Coast Metro 1.0 19 MacArthur Place North 2.0 20 MacArthur Place South 1.0 21 PacTel Off ire 1.5 22 Metro East 3.0 23 TransitVillage 5.0 24 Town & Country Manor 1.27 25 Harbor Mixed Use Transit Gmidor 5.0 26 Heritage 1.7 A-12 75B-212 CITY OF SANTA ANA GENERAL PLAN LAND USE ELEMENT Residential The Land Use Plan provides for three distinct residential land use designations. Residential development is also permitted in two other designations: District Center and Uiban Neighborhood. The Santa Ana Land Use Plan includes the following residential land use designations: The Low Density Residential (LR-7) designation applies to those areas of the City which are developed with lower density residential land uses. The allowable maximum development intensity is 7 units per acre. Development in this category is characterized primarily by single-family homes. This designation applies to a large proportion of the City (6,454.6 acres) representing 47 percent of the City's 'total land area. The Low -Medium Density Residential (LMR-11) designation applies to those sections of the City which are developed with residential uses at permitted densities of up to 11 units per acre. The land area included in this designation is approximately 420.6 acres. The great majority of the land designated as Low -Medium Density Residential is located in the westerly portion of the City, north and south of First Street. Properties with this designation are typically characterized by mobile home parks, a mixture of duplexes and single family residences, or small lot subdivisions. The Medium Density Residential (MR-15) designation applies to those sections of the City which are developed with residential uses at densities of up to 15 units per acre. Development in this designation is characterized by duplexes, apartments, or a combination of both. A total of 362.3 acres is designated as Medium Density Residential. The designation applies to areas located in the vicinity of downtown, areas north and south of MacArthur Boulevard, and in other areas where there are established multiple -family development projects. CITY OF SANTA ANA GENERAL PLAN 75B-213 A49 LAND USE ELEMENT Commercial The Land Use Plan identifies three land use designations that encourage a variety of office, retail and commercial enterprises to serve the community. ■ The Professional/Administrative OfficeQAO) designation applies to those areas where professional and/or administrative offices are predominant, or where such development is being encouraged. Land included in this designation is found primarily near the Civic Center, and along the First Street and Tustin Avenue Corridors in close proximity to freeways. There are other smaller PAO areas in the City such as along North Broadway and along portions ofeast and west Seventeenth Street. A total of600.8 acres is included in this land use designation. The floor area ratio intensity standard applicable to this land use designation ranges from 0.5 to 1.0. A-20 The Professional and Administrative Office areas are intended to provide a unique environment for office development in those areas of the City where office uses are the predominant land use. The purpose for maintaining and supporting these areas exclusively for office and office -related uses is to encourage major employment centers at locations which significantly lessen the impact to the City's local street system. The First Street/Tustin Avenue office corridor between the Santa Ana (I-5) and Costa Mesa (SR 55) Freeways serves this purpose. In addition, the orderly, well -maintained quality of existing development supports a continuation of these areas as functional office/employment centers. The Professional and Administrative Office designation includes a range of floor area ratios to differentiate development intensity and character in relation to adjacent land uses. The areas with a FAR of 0.5 are not major office centers, but rather have an established character of lower intensity garden office and professional service uses. These areas are typically adjacent to low density residential neighborhoods, or are converted residential office uses. Office development along East Fourth Street, between Grand Avenue and the Santa Ana Freeway, is typical of this low-rise office character. The PAO area located adjacent to the Civic Center contains a range of office development intensity which supports the City's functional role as the government center of the County The types of uses typically located in the PAO district include the following: ■ Professional and administrative offices/office parks; Service activities such as copy centers, courier services, travel agencies, and restaurants when such uses are an integral component of a planned office development; and Professional uses such as accountants, attorneys, doctors, engineers, and insurance brokers. CITY OF SANTA ANA GENERAL PLAN 75B-214 LAND USE ELEMENT • The General Commercial (GC) district applies to commercial corridors in Santa Ana including those located along Main Street, Seventeenth Street, Harbor Boulevard, and other major arterial roadways in the City. The intensity standard applicable to this designation is a floor area ratio of0.5 -1.0, though most General Commercial districts have a FARof 0.5. A total of855.3 acres of land is included in this designation. General Commercial districts are key components in the economic development of the City. They provide highly visible and accessible commercial development along the City's arterial transportation corridors. In addition, General Commercial land uses provide important neighborhood facilities and services, including shopping, recreation, cultural and entertainment activities, employment, and education. The districts also provide support facilities and services for industrial areas including office and retail, restaurants and various other services. The General Commercial development standards are based upon the character and intensity of development, as well as the degree of access and market demand for these properties. The relationships to adjacent land uses, are also considered. Uses typically located in this district are: • Business and professional offices; • Retail and service establishments; ■ Recreational, cultural, and entertainment uses; and ■ Vocational schools. General Commercial Districts have a floor area ratio of0.5 with the exception of the Mid -town area which has an floor area ratio of up to 1.0. ■ One Broadway Plaza District Center is a separate land use designation as it has an F.A.R. of2.9, which exceeds the typical District Center intensity limit. Additionally, it does not include a residential component One Broadway Plaza is envisioned as a landmark professional office complex that will be a focal point in the Downtown Redevelopment area serving the Civic Center complex, Downtown, and Midtown urban areas. The City's District Centers and major development areas are shown in Exhibit A-5. `} In M'i � -T�'i�_ CITY OF SANTA ANA GENERAL PLAN 75B-215 A-21 LAND USE ELEMENT Mixed Use The Land Use Plan provides for two distinct mixed use land use designations. These designations allow for both vertical and horizontal mixed use developments, with an emphasis on linkages to a range of transportation options: ■ The District Center (DC) land use designation includes the major activity areas in the City. Seven areas of the City, totaling 68 1.1 acres, are designated as District Center. The intensity standard for the District Center designation ranges from a floor ratio of 1.0 to 5.0. District Centers are designed to serve as anchors to the City's commercial corridors, and to accommodate major development activity. District Centers are to be developed with an urban character that includes a mixture ofhigh- rise office, commercial, and residential uses which provide shopping, business, cultural, education, recreation, entertainment, and housing opportunities. Residential developments within some District Centers are allowed at a density of up to 90 units per acre when developed as an integral component ofa master planned mixed use project. In Harbor Corridor, Metro East, Downtown, and Transit Village District Centers residential development intensity is based on a combination of floor area ratio and zoning overlay and/or development standards. Some District Centers serve as major retail and employment centers locally and regionally, and should include development which promotes the City as a regional activity center while creating an environment conducive to business on a regional scale. District Centers in Santa Ana include the following: • The Main Place/City Place District Center includes a regional shopping center and office complex, as well as high intensity housing and mixed -use development. • The Museum District located between the Downtown and MainPlace/City Place District Centers is proposed as a major office/cultural center which will be developed over the next 15 to 20 years. The area will focus upon the expanded Bowers Museum, the Discovery Science Center and the construction of additional museums and cultural centers. The Downtown District serves as one of the County's major employment and governmental operations centers complemented with a mix of residential, commercial, and services uses to enhance its urban vibrancy. Emphasis on streets that accommodate all modes of transportation, including mass transit, pedestrian and bicyclist is key in this urban setting. A-22 75B-216 CRY OF SANTA ANA GENERAL PLAN LAND USE ELEMENT The intensity standard for the Urban Neighborhood ranges from a floor area ration of 0.5 to 3.0; with residential density based on a combination of floor area ratio and zoning development standards. A total of 313.4 acres of land in the City are designated Urban Neighborhood. Industrial The Industrial designation applies to those areas developed with manufacturing and industrial uses. The designation applies to areas which are predominantly industrial in character, and includes those industrial districts in the southwestern, south central and southeastern sections ofthe City. A total of2,152.8 acres of land in the City is designated as Industrial. The maximum floor area ratio for this designation is 0.45. The Industrial districts of the City are vital to its economic health. These areas provide employment opportunities for local residents, and generate municipal revenues for continued economic development. As one of the County's oldest cities, Santa Ana has long been an industrial center for the region. The City's goal is to maintain this strong industrial base by setting land use policies which preclude the intrusion of less intensive commercial or residential uses. Typical uses found in this district include the following: ■ Light and heavy product manufacturing and assembly. Commercial uses which are ancillary to industrial uses in the district. Institutional The Institutional designation includes the Civic Center, other governmental facilities, City facilities and public institutions such as schools, etc. Only public properties of approximately five acres or more are designated as Institutional. The maximum applicable floor area ratio standard for this designation is 0.5. The 0.5 FAR is used as a guideline since most development in this designation are State, federal, and local governmental facilities that are not subject to local development regulations. A total of 800.6 acres of land is included in this designation. Open Space The Open Space designation is applied to parks, water channels, cemeteries and other open space uses. A total of 1,010.9 acres are included in this land use designation. Ofthis total, 358 acres of public park land is included in this land use designation. A-24 CITY OF SANTA ANA GENERAL PLAN 75B-217 6thibffA5 Major Development Areas I-MainPlace 2-Museum District 3-Downtown 4-One Broadyway Plaza 5-5outhcoast Metro 6-MacArthur Place CITY OF SANTA ANA GENERAL PLAN LAND USE ELEMENT 7-Tustin Avenue Corridor 8 - Metro East 9-Transit Village 10- Harbor Mined -Use Corridor - — City Limits 0 0.6 12Miler —� A-25 75B-218 LAND USE ELEMENT Table A-4 I nnd'llsn Plan Rnild-nut Canacifies Intensityl I Effective Buildout' Theoretical Land Use I Acres I Densfiv Buildout Low Density Residential LR-7 6,454.E 7 dufac 45,182 du Low Medium Density Residential LMR-11 420.61 11 du/ac 1 4,627 du Medium Density Residential MR-15 362.3 15 du/ac 5,435 du Subtotal 7,237.5. 95,843 du' 55.243 du rra, — District Center Other" OC - 309.5 90 du /ac FAR 1.0-2.0 11,955.583 sf 3,017 du 23,764,534 s 3,017 du Heritage OC 18.8 FAR 1.7 54.090 sf 1.221 du 54,090 s 1.221 du Downtown DC 62.5 FAR 3.0 2,057,824 sf 1,661 du 2,057,824 st 1,661 du Metro East DC 113.9 FAR 0.75- 3.01 2,464,776 sf 5,037 du 2,464,T76 s 5,037 du Transit Village 0C 51.4 FAR 5.0 402,064 sf . 2,761 du 402,864 s 2,761 du Harbor Corridor DC 12EO FAR5.0 1,836,155sf 2,029du 1,836,155s2,029du Urban Neighborhocd UN 313.4 FAR 0.53.0 1,656,955 sf 5,529 du 1,656,955 s 5,529 du 994.5 20,420.247 at 21,255 du 32,327,198 s 21,255 du Subtotal . Professional & Admin. Office PAO 600.0 FAR 0.5-1.0 13,085.424 at 26,170,848 s il General Commercial GC 855.3 FAR 0.5-1.0 16,628.434 sf 37,256.868 s One Broadway Plaza District CTA OBPDC 4.3 FAR 2.9 543.193 sf 543,193 s Subtotal 1,460.4 32,257.051 sf 63,970,9g9 s Industrial IND ZlK61 FAR 0.45 42,199.991 allInstihrfional INS 800.E FAR 02-0.5 t42,199,991 1T,436,850 s Open Space OS 1,010.9 FAR 0.2 8,806.961 sSuht0tal 1,811.5 I 26,243,811 s FAR=Boor area mtia; d.u.=dvielRng umt, s.f =square feet (of Boor area). Acreage snown in table does not mcmce macs in ngnrm-way. ' Effective capacity for non-residential development assumes development possible under the lower range of FAR intensity standards with the exception of the Men East District Center, Transit Village District Center, Downtown District Center. Heritage District center, and Urban Neighborhood areas. The Harbor Corridor District Center, Metro East District Centaur, Transit Village DlsUictCenter. DOwntbwn District Center, and Urban Neighborhood areas allow a range of Intensity for mbdum of residential and non-residential development based on the zontng development standards. Residential effective capacity was calculated by adding the 21,255 units possible in the District Center and Urban Neighborhood with the existing 74,588 (Census 2000) housing units. ' Land use designation pemdts both residential and non-residential development Build -out assumes 90% of land area will be developed as commercial. and 10% will be developed as residential; wdh the exception of Town and Country Manor project intended for continuum of care and housing senlors. ' Land use designation permits high Intensity office development with ancillary retail use. This table has been revised to correspond with Me GIS Land Use Map rilusbated in 50bif 2 CITY OF SANTA ANA GENERAL PLAN 7 5 B -219 A-35 City of Santa Ana General Plan Urban Design Element 1998 City of Santa Aria Planning Division Adopted July 6; 1998 (Reformatted January 2010) This document includes revisions to the Urban Design Element adopted by City Council March 19, 2007 (GPA 2007-01) and as passed - -by the voters of Santa Ana April 5, 2005 (GPA 2004-01) and GPA 2018-01 (August 21, 2018). 75B-220 URBAN DESIGN ELEMENT Exhibit 4 City Form Map I__J DisuicfNtlghbarhaods Paths: Traveling Aaufes ® Nodes: DesOnaUan P01nts F=s lntess¢tlans: Iwl Apm ® landmarks: Foul Points ® Gateways Arrival Polors 0 city limits a 0.6 lamiles mwmmww� CITY OF SANTA ANA GENERAL PLAN 21 75B-221 URBAN DESIGN ELEMENT Exhibit 5 Districts Al 1.Trask Fairview 12. Downtown 23. South Harbor Blvd. 2. Northwest 13. Broadway 24.Thorton Park 3. North Main 14. French Park 25. Bristol Manor/SE Side/Delhi 4. Park Santiago 1S.Intercity/RTC 26. Freeway Window S. Cabrillo Park 16.4th St Professional 27. Armstrong 6. West Side 17.Tustin Ave. 28. South Coast 7. Harbor Blvd. 1 B. Midcity 29. Sand Pointe 8. Santa Ana 19. Central Historic 30. MacArthur Place/Hutton Center 9. Artesia Pilar 20. South Main 31. Freeway Corporate 10. Washington/Willard 21. Eastside 32. Metro East 11. Flower Park 22. Southeast Industrial 6 6.6 umilu — City Limits mnmnwm CITY OF SANTA ANA GENERAL PLAN 23 75B-222 URBAN DESIGN ELEMENT Exhibit 7 :CTC-m Main Place Mall MaNSLConcowse MaCArthurPlace Hutton Center South Coast Bristol Civic Center Downtown/411, St /Adht ViOage One Broadway Pima Bowers Museum IO.Tustin Ave, South of 17th SL 11. Santa Ana Zoo 12. Centennial Park 13. WillowickGolf Course I Bristol Marketplace 15. Rancho Santiago College 16. Regional Transportation Center 17.Metro East Ia. HaborComdor Plan CITY OF SANTA ANA GENERAL PLAN 29 75B-223 - — City Limits 0 06 12Mues 75B-224 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2018-06 REZONING VARIOUS PROPERTIES LOCATED ALONG THE FIRST STREET CORRIDOR AND ZONING ORDINANCE AMENDMENT NO. 2018-03 AMENDING THE METRO EAST MIXED USE OVERLAY ZONE (OZ-1) 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. In 2007, the City Council approved and adopted the Metro East Mixed Use (MEMU) Overlay Zone (OZ-1). The MEMU was intended to provide the framework for future redevelopment of a 200-acre section of the City along First and Fourth streets between the Santa Ana (1-5) and Costa Mesa (SR- 55) freeways. B. Since 2007, one development project has been constructed and three others entitled that are consistent with the goals and objectives of the MEMU. However, changes to the development market following the recession have resulted in the need to modify the MEMU in order to continue to further the goals of the plan while implementing a regulatory framework that protects the health, safety, and welfare of the City. C. Amendment Application No. 2018-06 has been filed by the City of Santa Ana to apply the OZ-1 designation to approximately 52 parcels located along First Street between Grand Avenue and the Santa Ana (1-5) Freeway and along Lyon Street and Elk Lane between First Street and Chestnut Avenue (Exhibit A). D. The OZ-1 designation of the various parcels as shown on Exhibit A will allow additional development opportunities of these parcels into mixed -use developments, thereby being consistent with the goals and objectives of the MEMU. E. Zoning Ordinance Amendment No. 2018-03 will amend the existing MEMU, a copy which is available at the Planning Division Public Counter and Main Public Library, or viewed on the City's MEMU webpage. The amendments will create greater consistency among the MEMU and other form -based codes that have been adopted since 2007, including the Transit Zoning Code and Harbor Mixed -Use Transit Corridor Specific Plan (Exhibit B). EXHIBIT D Ordinance No. NS-XXXX Page 1 of 5 75B-225 F. On July 23, 2018, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt an ordinance approving Amendment Application No. 2018-06. This action will be consistent with the General Plan, as amended by General Plan Amendment No. 2018-03, and Zoning Ordinance Amendment No. 2018-03 to amend the MEMO. G. The City Council, prior to taking action on this ordinance, held a duly noticed public hearing on August 21, 2018. H. The City Council also adopts as findings all facts presented in the Request for Council Action dated August 21, 2018 accompanying this matter. For these reasons, and each of them, Amendment Application No. 2018-06 and Zoning Ordinance Amendment No. 2018-03 are hereby found and determined to be consistent with the intent and purpose of Chapter 41 of the Santa Ana Municipal Code, thus changing the zoning districts is found to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity, convenience, and general welfare. Section 2. The City Council has reviewed and considered the information contained in the previously -approved Environmental Impact Report and the Subsequent Environmental Impact Report for the Metro East Mixed Use Overlay Zone (SCH No. 2006031041) prepared with respect to this project. The City Council has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, the proposed Subsequent Environmental Impact Report for the Metro East Mixed Use Overlay Zone meets all of the requirements of CEQA. Section 3. This ordinance shall not be effective unless and until Resolution No. 2018- (Subsequent Environmental Impact Report No. 2018-05 and General Plan Amendment No. 2018-03) are adopted and become effective. If said resolution and ordinance are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this ordinance shall be null and void and have no further force and effect. Section 4. If any section, subsection, 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, or portions be declared invalid or unconstitutional. Ordinance No. NS-XXXX Page 2 of 5 75B-226 ADOPTED this 21s' day of August, 2018 Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: L't c_ 21/`�L— Lisa Storck 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 the attached Ordinance No. NS-XXXX 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 Ordinance No. NS-XXXX Page 3 of 5 75B-227 EXHIBIT A Sectional District Map Ordinance No. NS-XXXX Page 4 of 5 75B-228 RIB 5 A" cl PI o Qa P p C! gg� C! F P 17TH ST 1I - —• r -' - ' fir-------,�,--""""_'e —_� ___."'_----__J os q 11 rc3� C, . �_ IT. i R. --„ - --I RI sr' 'RI I f 6% I C_ R-1 I lo.�_a.� Inx.1 Cs MLPnPIg1R 1 e .. .�� C! FWLE 9 1 y, Ea O IT Z {s ME , R.;� - 1E01Ei�ia re iHS� i p �Br1/tia B� IN C I , CT C E� Y I'll,... } y sT o Y 0 _ a ON 1' Prvrtar � _ _ Nrx ! _ a TRW. R. IeRovm i IM R C! CI a 'R1: IR1' IR1 1 Loxco LAC", i, I 11 P CLOZI soasmzl CL021 CL021 CL021 'T l•1 rl�T ['� LV IIVV ✓IJ l s�lr • Al GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DLST.R2 TWO-FAMLYRESIDENCE -6 PARKING MODFIC CI COMMUNITY COMMERCIAL GC GOVERNMENT CENTER R3 MULTPLE- FAMILY RESIDENCE -OZ OVERLAYZONE CM COMMUNITYCOMMERCIA.L-MUSEUM DIST. MI LIGHTNDUSTRIAL R4 SUBURBANAPARTMENT PRO PLANNEDRESIDE C2 GENERAL COMMERCIAL M2 HEAVY WOUSTRIAL RE RESIDENTIAL ESTATE DEVELOPMENT C4 PLANNED SHOPPNG CENTER O OPENSPACE SO SPECIFIC DEVELOPMENT -HDi HEIGHTDISTRICT C5 ARTERIAL COMMERCAL P PROFESSIONAL SP SPECIFIC PLAN CR COMMERCIAL RESCENT14L Rl SINGLE FAMILY RESIDENCE OZl METRO EAST OVERLAY ZONE SECTIONAL DISTRICT MAP: 8-5-9 CITY OF SANTA ANA. CAUFORNIA Exhibit:A 75B-229 9-5-9 __ evozl CUM g C2MZI �� o Y51 cvuids—oev�ozl}cak'-ozl' von'_. WIfi WE t ZONING DISTRIrTc ° _l MR. INI 1 CMYNIRE W �.i i c Soe5 k R i $, t SO80 1 Al GENERAL AGRICULTURAL GEM SOUTH MAN STREET COMMERCIAL DIST. R2 TNO-FAMILY RESIDENCE -B PARKING MODTI Cl COMMUNITY COMMERCIAL GC GOVERNMENT CENTER R7 MULTIPLE -FAMILY RESIDENCE -OZ OVERLAY ZONE CNiD COMMUNRYCOMMERCWL. MUSEUM DIST. M1 LIGHTINDUSTRAL RI SUBURBANAPARTMENT PLANNED RESIDI C2 GENERAL COMMERCIAL W HEAVYNDUSTRIAL RE RESIDENTIAL ESTATE PRO DEVELOPMENT CC PLANNED SHOPPING CENTER 0 OPENSPACE SO SPECIFIC DEVELOPMENT -HD2 HEIGHT DISTRICI C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIIPLAN CR COMMERCIAL RESIDENTIAL Ell SNGLE-FAMLYRESUE4CE SECTIONAL DISTRICT MAP: 17-5-9 WX CITY OF SANTA ANA. CALIFORNIA Exhibit: A 75B-230 EXHIBIT B Proposed Amendments to the Metro East Mixed -Use Overlay District 75B-23 75B-233 Table of Contents Section 1 Purpose and Objectives 1 Section 2 Applicability 3 Section 3 Development Districts 5 Section 4 Development Standards 9 Section 5 Design Principles 24 Section 6 Signs 28 Section 7 Compatibility/Operational 30 Section 8 Standards Implementation 31 FIGURES Figure 1: MEMU Overlay Zone Location 3 Figure 2: MEMU Overlay Zone Development Districts 5 TABLES Table 1: District Descriptions 7 Table 2: Development Standards Summary 9 Table 3: Land Uses Table 4: Building Setbacks 10 21 APPENDIX Metro East Public Realm Amenity Plan 1.0 Pu 1.1 PURPOSE se and Obiectives The purpose of the Metro East Mixed Use Overlay Zone, hereinafter referred to as the MEMU Overlay Zone, is to introduce development forms and uses that will provide for the creation of a high -intensity, mixed -use urban village within a previously developed mid -rise to high-rise office environment. This chapter establishes standardswhich willfulfill the following major objectives for this mixed -use urban village area. 1.2 OBJECTIVES Mixed -use urban village prototype The Metro East Mixed Use Overlay Zone is intended to create a unique urban environment that achieves the following objectives: a. 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. b. Facilitate well -designed new mixed -use development projects that combine residential and nonresidential uses through innovative and flexible design solutions. C. Achieve the harmonious integration of new mixed - use development projects within the existing fabric of the mid -rise and high-rise office environment and commercial land uses. d. Encourage urban form and architecture that incorporate contemporary design styles and solutions as well as the use of sustainable building and site design concepts such as green buildings, energy -conserving building materials, and landscaping designs that reduce water consum tion. e. Create highly-amenitized streetscapes that provide items such as landscaping, street furniture, niche or linear parks, passive and active water features, public plazas and courtyards, public art, and public transportation shelters in a design that integrates the public realm with adjacent private development and serves to create a distinct identity for the district. Contemporary design solutions f. Provide for an appropriate interface of land uses and development intensities relative to the Transit Zoning Code area, the Santa Ana (1-5) Freeway, and the Costa Mesa (SR-55) Freeway. g. Create a highly -integrated pedestrian system that provides for connectivity between the residential areas and public recreation amenities to the north and the MEMU Overlay Zone area. Active urban mixed -use Street -facing retail h. Provide for active street life through the inclusion of dedicated pedestrian -oriented design and active uses on the ground floor at strategic location. i. Provide for a mix of housing in order to encourage a continuum of living and a variety of household types. Ensure that each project includes exceptional site planning, unique architecture, high -quality building materials, extensive open space, indoor and outdoor amenities and first-rate public improvements. Ground -floor commercial space at strategic comer k. Encourage parking solutions that provide for adequate parking to ensure the long-term quality of the project, but that are creative in their design thereby enhancing the area's urban form. Parking requirements are designed to create a level of scarcity that will discourage vehicle trips, increase pedestrian activity, and enhance the provision of high -quality building and site design. I. Facilitate project designs that encourage adequate amounts of retail or commercial space to service residents and/or employees within the development and the larger Metro East Overlay Zone area. m-Allow for the development of varied residential types in a mixed -use configuration including, but not limited to loft -style units, live/work units, attached row houses, and high -quality stacked flats. n. Provide adequate access for public safety services. o. Stimulate investment and reinvestment in the area through the provision of a comprehensive planning framework that facilitates private -market success. p. Provide for an alternative set of zoning regulations than is provided for by the underlying zoning district . q. Implement the City's General Plan. Unique architecture Contemporary building materials :�.v Pic a J J Y1 mf� 0A . it r 1rc '� Q CC IRTH S�TREETi �r.': 3 1 metro east mixed -use overlay zone 2.1 APPLICABLE REGULATIONS These provisions shall apply to all properties within the MEMU Overlay Zone, but do not supersede the underlying zoning districts. All new development within the MEMU Overlay Zone will be subject to the requirements and improvements required in the Metro East Public Realm Amenity Plan, which is included as an Appendix. Definitions of terms not found within the MEMU Overlay Zone are found within SAMC Chapter 41, Article 1, Division 2. 2.2 CONTINUANCE OF DEVELOPMENT RIGHTS UNDERLYING ZONING DISTRICT STANDARDS All regulations, development standards, and requirements in the underlying zoning districts shall continue to apply to those properties that are currently developed according to the existing standards. New properties may also be developed to the existing underlying zoning district provided that all standards and requirements of the underlying zone are met. 2.3 OPTION TO APPLY THE MEMU OVERLAY ZONE Properties within the MEMU Overlay Zone may choose to develop to the standards of the underlying zoning districts or to the standards contained within this MEMU Overlay Zone. In order to exercise the option to develop under the MEMU Overlay Zone district, a MEMU Site Plan Review application approved by the Planning Commission shall be required. In granting such approval, the Planning Commission must find that the proposed development is in compliance with the provisions of the MEMU Overlay Zone and the Findings in Section 8.2 of this code section. In order to facilitate project and site design consistent with the provisions of this MEMU Overlay Zone, any development proposal for exercising use of the MEMU Overlay Zone shall be designed so that any primary use within the development is located within a newly constructed building. No primary use or uses shall be located in a building that has been rehabilitated or is otherwise the reuse of an existing building. 2.4 USE OF PHOTGRAPHS Photographs are used liberally throughout this document and are intended for illustrative purposes only. Specific development standards and regulations contained in this document are the controlling language for purposes of development regulation. 3.0 Development Districts This section delineates the development districts within the MEMU Overlay Zone (Figure 2) and describes the overall form and character of each District (Table 1). There are four development districts in the MEMU Overlay zone that differ in the permitted land uses and development intensity as determined by their location and adjacency to sensitive land uses and freeways as shown on Figure 2. The Village Center District contains a pedestrian -oriented area designed to serve a central core for the Metro East area. Developments within the Village Center core are allowed at a slightly greater intensity to facilitate the role and function of this area as an activity node within the Metro East area. Table 1 provides general descriptions and representative images of the character of each District within the Metro East Mixed -Use Overlay Zone. MEMU Overaly Zone Boundary Neighborhood L Transitional District Village Center District EWEActive Urban District ® Office District Pedestrian- SMA Oriented Design at Ground Level W = Potential Roadways Figure 2 MEMU Overlay Zone Development Districts L7�-! SIXTH STREET PARK COURT PLvACEIn� � ■ x LLI Aul 1 •� = - - -� FO.UR�THuSTiRE�T__a yry Ala } , I P Or IFIRST Si I EEW- = = cy i NORTH NOTTOSCALEI Transitional Village Center District The Neighborhood Transitional District is intended to provide opportunities for development that acts as a transition between the single-family residential to the north and the adjacent high -intensity Active Urban District. Designated for the lowest scale and the lowest intensity of uses in Metro East, development in this district is limited to residential, live/work, small scale neighborhood serving commercial or office uses. These uses may combine office on the ground floor with residential above or in freestanding single- use buildings on the same site at between two and four (2-4) stories in height. New development in this area will be designed to provide an appropriate interface with high levels of landscaping and design features that minimize impacts to the adjacent single family residential area to the north. The Village Center District is intended to serve as the focal point and central gathering place within Metro East in well -designed highly connected development sites and public spaces. The District will provide a high level of neighborhood identity and activity through its central location and emphasis on creating a vibrant, attractive, and highly -interconnected pedestrian environment. Opportunities will be provided for shopping, dining, recreation, entertainment and services accessed by extensively landscaped, wide sidewalks that allow free flow between jobs, housing, and retail and commercial services, or opportunities for leisure walking within the District. The Village Center will provide commercial, office, and residential uses in the same building or on the same site in mid -rise buildings of six to ten (6-10) stories in height, in settings that provide open spaces, niches, and areas for gatherings and activities along streets, paseos, and interconnecting walkways that link the Village Center to adjacent districts and nearby public parks to the north. This District contains a pedestrian -oriented area designed to serve as a core activity center for the Metro East area. Developments within this core area along Fourth Street are allowed up to ten (10) stories in height to enhance the function of this area as a major activity center. Active Urban District The Active Urban District is intended as the location for well -designed high rise mixed use developments in a highly urbanized environment that .(, L capitalizes on the exposure and access provided by two adjacent freeways, the Santa Ana (1-5) and Costa Mesa (SR-55), and three major arterials (First and Fourth Streets and Tustin Avenue). Development in this District is f. �d envisioned to reflect signature architecture that reinforces the identity and w character of Metro East as a vibrant urban village that serves as a regional employment and activity center. The Active Urban District will include major office, residential, commercial, hotel, and entertainment opportunities that are more intensive in scale and design than the adjacent j.. x Village Center. Developments in this District may combine office, commercial, and residential uses within one vertical mixed use -building - with commercial on the ground floor and office or residential on the upper floors or a mix of uses within freestanding buildings on the same site. Developments will be designed to showcase an amen ity-enhanced r environment that provides numerous open space opportunities within this urban environment for the enjoyment of residents, employees, and visitors, and to promote pedestrian connections between this District and S;`s"tom the Village Center as well as Cabrillo Park located north of Metro East area. F ---f— ... t� 1 6�aili �illigb i*t. ���� �`� illla8l"Ae ppp IVI MAW Office District The Office District contains existing low -to high-rise office development along Tustin Avenue and adjacent to the Santa Ana (1-5) Freeway. These developments were in place prior to establishment of the MEMU Overlay Zone and will be maintained exclusively as office to promote and maintain a healthy balance between office, commercial and residential land uses within the Metro East area. 1 4.0 Development Standards The MEMU Overlay Zone establishes development standards for each District, as summarized below in Table 2. Additional requirements for the standards listed in Table 2 are specified in Sections 4.1 through 4.8. Tablea bevel..bevelopme tstan& Development [� Standards by District :. �..,9� _� 4.1 Land Uses (See Table 3) 4.2 Maximum No. Stories 4 6 10 stories in Village Core No Maximum 3 Stories Minimum 10 See Section 4.2 4.3 Minimum Development Site 20,000 sq. ft. 30,000 sq. ft. 1 acre 1.5 acre Area 4.4 Permitted Street Level Building Frontages Front Porch Yes Yes No No Stoop Yes Yes No No Forecourt Yes Yes Yes Yes Shop Front Yes Yes Yes Yes Gallery Yes Yes Yes Yes Arcade Yes Yes Yes Yes 4.5 Publicly Accessible 5% of Total Lot Area 10% of Total Lot Area 15% of Total Lot Area 15% of Total Lot Area Open Space 4.6 Private/Common 90 sq. ft. per unit 90 sq. ft. per unit 90 sq. ft. per unit 10% of Total Lot Area Open. Space 4.7 Building Setbacks (See Table 4 on Page 21) Residential: 2.25 Residential: 2-2.25 Residential: 2.25 Office: 3 spaces per 4.8 Parking * spaces per unit Non -Residential: Per spaces per unit Non -Residential: Per spaces per unit Non -Residential: Per 1,000 sq. ft. Other. Per Code Code Code Code * For further detail, refer to Section 4.8, Parking and Access. 4.1 LAND USES The MEMU Overlay Zone sets forth specific uses to made by the Executive Director of Planning that the be allowed within each district, as shown in Table 3, proposed use is compatible with the overall intent and subject to a MEMU Site Plan Review approval by the character of the MEMU Overlay Zone as specified in Planning Commission. Any use that is not specified as Section 41-601(c) of the Santa Ana Municipal Code permitted or conditionally permitted within the MEMU (SAMC). Overlay Zone is prohibited unless a determination is Residential Uses Live/Work Units Multiple -Family Residential Non -Residential Uses Art galleries and studios including, but not limited to: photography; fine art; fiber art; printing, lithography, and calligraphy; ceramic and pottery; glass blowing and sculpting Eating establishments, (cafes, restaurants) Bakeries Retail and Service uses Medical and Dental offices Professional, administrative and business offices Child care facilities Gymnasiums and health clubs Hotels Religious Institutions Schools Tattoo Establishments Temporary outdoor activities Theaters and cinemas 9 g r 0 { u Special Provisions (references to other a •„ m v applicable code sections or m o o a limitations) Z� > P P P N Subject to Sec. 4.1.2 of this division p P P N Subject to Sec. 4.1.3 of this division P I P I P I P P P I P I P CUP for liquor sales, after hours c P P P P P P P P P P P P P P P P P P P P N P P CUP N P P CUP N P P P As defined in Chapter 41 of the SAMC CUP CUP CUP CUP N P P N N P P N Subject to Sec. 41-199.3 of the SAMC LUC LUC LUC LUC Subjeato Sec. 41-195.5 fthe SAMC N P P P Use/Operational Standards Drive through establishments N I N I N I N In addition to the land use categories listed in Table 3, the following regulations and operational standards shall apply to development within the MEMU Overlay Zone. 4.1.1 Village Center Core: Pedestrian -Oriented Design and Active Ground -Floor Uses In order to generate pedestrian use and contribute to an active street life, developments located in the Village Center core, properties fronting on Fourth Street will be allowed to develop up to a height of ten stories for a depth of 150'. The ground floor of buildings fronting on Fourth Street between Cabrillo Park Drive and Park Center Drive, and Golden Circle Drive south of Fourth Street as shown in Figure 2 shall have commercial uses and pedestrian -oriented designs. The pedestrian -oriented design features include, but are not limited to, visually transparent and architecturally articulated building facades, or designing arcades or courtyards for activities such as outdoor dining or active open -space areas. Active uses that are visually accessible to the public also may satisfy this requirement and may include, but are not limited to, uses such as a workout room for a health club, a cooking class, the nonresidential portion of live/ work units, or other active -artisan use. Three-story live/work units 4.1.2 Uve/Work Units The residential component of live/work units shall be contiguous with and integral to the working space with direct access between the two areas and shall not be designed as a separate stand-alone dwelling unit. This requirement does not preclude a separate access for the residential area as long as there is not a physical separation between the living area and the work areas of the unit. In addition, the following regulations shall apply to live/work units: Two-story live/work units a. Residential use is permitted only in combination with individual studios in a manner which provides an integrated working and living environment. b. At least one (1) off-street parking space shall be provided for each dwelling unit. c. A live/work unit shall be at least one thousand (1,000) square feet in size. d. It shall comply with all Housing Code requirements as modified by section 8-2700 of the SAMC. e. The residential component of a live/work unit shall meet the following standards: 1. It shall have a space of at least seven hundred fifty (750) square feet. 2. It shall have access to separate bathroom facilities, including a water closet, a wash basin, and a bathtub or shower. 3. It shall have separate kitchen facilities including a kitchen sink, cooking appliances and refrigerator. All such facilities shall have a clear working space of at least thirty (30) inches in front. f. On -site laundry facilities are required within each unit. 4.1.3 Stand Alone Residential Development Consistent with the objectives of the MEMU Overlay Zone to encourage and facilitate mixed -use, no stand-alone residential building shall be permitted except in the Neighborhood Transitional District or as a component of a mixed -use project that has different uses in multiple buildings designed as an integrated development on a single development site. An integrated development is a project that is built on a site comprised of more than one parcel or contained in more than one building when the uses and support facilities such as parking or open space are designed to function in a cohesive interactive manner throughout the development site. 4.2 MAXIMUM NUMBER OF STORIES A. The overall scale and massing of development within the MEMU Overlay Zone should transition from the existing low -scale intensity of the Neighborhood Transitional District, which is adjacent to an existing single-family residential neighborhood, to mid -rise development in the Village Center and high-rises in the Urban Core adjacent to the Santa Ana Freeway. To create a varied skyline and enhance the form of development sites throughout the Metro East area, building heights will be regulated based on the maximum number of stories permitted. The following heights are typical for the uses within a building as calculated from floor to floor: 1. Residential: 9-15 feet (includes lofts and live work unit designs) 2. Retail: 18 feet 3. Retail with mezzanine: 22 feet 4. Specialty retail: 22-24 feet 5. Office: 13.5 feet B. In compliance with the Airport Land Use Commission (ALUC) of Orange County, the following conditions shall apply to all new development with the MEMU Overlay Zone. 1. For development of structures that exceed 200 feet in height above ground level at a development site, applicants shall file a Notice of Proposed Construction or Alteration with the FAA (FAA Form 7460-1). Following the FAA's Aeronautical Study of the project, projects must comply with conditions of approval imposed or recommended by the FAA. Subsequent to the FAA findings, the City shall refer the project to the ALUC for consistency analysis. 2. Buildings within any District of the Overlay Zone shall not penetrate the FAA FAR Part 77 imaginary obstruction surface for John Wayne Airport. 3. Applicants shall file a Notice of Proposed Construction or Alteration with the FAA (Form 7460-1) for any construction cranes that exceed 200 feet in height above ground level. C. New development will be required to be within the following maximum number of stories based upon their location within the MEMU Overlay Zone except as specified below: 1. Neighborhood Transitional District: Four stories maximum New development shall be of a low scale, and should serve as a visual transition between the MEMU Village and adjacent residential areas to the north. New development Three-story live/work units in this District shall be compatible in height, scale, and mass with adjacent residential development to the north, with heights ranging between two and four stories. 2. Village Center District Sic stories maximum; ten stories maximum within core area (See Section 4.1.1) New development in the Village Center District is more intensive in scale than Neighborhood Transitional, and shall serve as a visual transition from the low -intensity of the Neighborhood Transitional District to the intensive development in the Active Urban District. The height, scale, mass and bulk of new development shall be designed to achieve a "human scale" at the ground level to foster a pedestrian -friendly atmosphere, with buildings located along and oriented to the street frontages and common plazas. In order to encourage and maintain active streets and function as a central gathering place and 18-hour activity center for residents, employees, and visitors, a core area along Fourth Street will be allowed to develop at a height of up to ten stories, for a depth of 150'. Five -story mixed -use comer building (See also Section 4.1.1). Properties outside the core of the Village Center will be allowed to develop up to a height of six stories. 3. Active Urban District: No maximum height, minimum three stories required The Active Urban District is the most intensive in scale within the MEMU area, and is designed to create a highly urbanized environment. New development in this District shall relate in scale, height, and configuration with adjacent buildings. New development shall be designed and oriented to promote intensive public activity at the ground level that integrates and establishes a cohesive transition to adjacent Districts. Front street building orientation Larger buildings shall be broken down in scale through changes in massing, changes in plane and profile, fa4ade subdivision, as well as other architectural means to ensure that the building is well proportioned and creates a satisfactory composition. Sites in this District shall be designed so that tower elements do not impact adjacent lower intensity developments but rather are designed to maximize exposure to the freeway or to adjacent developments of a similar intensity. A minimum building height of three stories is required within this District to ensure that a level of intensity is achieved on any development site even when there are multiple buildings of various heights. Any new development that is ten stories or greater in the Active Urban District and is proposed at a location adjacent to a multiple -family residential use or zone outside of the MEMU area shall be set back at least 150' from the property line of the adjacent residentially used or zoned property. 4. Office District: Ten stories maximum Existing development within the Office District varies from two-story garden offices to the high-rise Xerox Center adjacent to the 1-5 Freeway. Development in this District is limited to office uses to maintain a core of offices uses within the Metro East area and therefore is least likely to utilize the provisions of the MEMU Overlay Zone. New development in this District under the Overlay Zone will vary from low-rise garden office to mid -rise office buildings with ancillary uses and may not redevelop as quickly as other Metro East areas. Higher intensity mixed -use building The height, scale, mass and bulk of new development shall be designed to achieve a "human scale' at the ground level to foster a pedestrian -friendly atmosphere, with buildings located along and oriented to the street frontages and common plazas. In order to maintain a consistent level of development intensity within this District, a minimum height of three stories is encouraged. If a project is on a large site with multiple buildings, an average of four stories should be used as a guide. 4.3 MINIMUM DEVELOPMENT SITE AREA As a means to encourage development that achieves the objectives of the MEMU Overlay Zone, all new development shall have a minimum lot size that facilitates the use of design principles that achieve adequate setbacks, open spaces, connections with adjacent properties in the district, and a high level of site design. Required development site area is required as follows: a. Neighborhood Transitional District 20,000 square feet b. Village Center District 30,000 square feet metro east mixed -use overlay zone. c. Active Urban District 1 Acre (43,560 square feet) d. Existing Office District 30,000 square feet 4.4 PERMITTED STREET LEVEL BUILDING FRONTAGES A. Appropriate building frontages reinforce a continous urban street wall defining the street edge and encouraging public -private interaction which results in active pedestrian urban spaces. in order to encourage a stronger public -private interaction within the Metro East area, new development will be required to inlcude one of the building frontages specified by district below: • Front Porch • Stoop • Forecourt • Shop Front • Gallery • Arcade rront rorcn 1. Neighborhood Transitional District: a. Front Porch b. Stoop c. Forecourt building frontages are permitted d. Shop Front 2. Village Center District a. Front Porch b. Stoop c. Forecourt d. Shop Front e. Gallery f. Arcade 3. Active Urban District a. Forecourt b. Shop Front c. Gallery d. Arcade 4. Office District a. Forecourt b. Shop Front c. Gallery d. Arcade B. Street level building frontages shall be designed according to the following descriptions and requirements. A front porch is frontage wherein the faqade is set back from the frontage line with an attached roofed porch that extends into the front open space area. Porches shall have a minimum dimension of 8 feet in any direction. 19 R _ 2. Stoop A stoop is frontage wherein the fa4ade is aligned close to the frontage line with the first story elevated from sidewalk sufficiently to secure y privacy for the windows. The entrance is usually an ■ exterior stair and landing. This type is recommended for ground floor residential uses. IT, 3. Forecourt A forecourt is a frontage wherein a portion of the fa4ade is close to the frontage line and the central portion is set back. The forecourt created is suitable for vehicular drop offs and/or required open space areas. (Minimum dimension of a forecourt should be 20 x 20 feet). This type of frontage should be allocated in conjunction with other frontage types. Large trees within the forecourts may overhang the sidewalks. A shop front is frontage wherein the fagade is aligned close to the frontage line with the building entrance at sidewalk grade. This frontage is conventional for retail use. It has substantial non -reflective glazing at the sidewalk level and should include awnings at main entrances that may overlap the sidewalk consistent with the City's overhead sidewalk encroachment provisions. 5. Gallery A gallery is frontage wherein the fagade is aligned close to the frontage line with an attached cantilevered shed ora lightweight colonnade which may overlap front open space areas. This type is convenient for retail use. The galleryshall be no less than 10 feet wide and may overlap 1 adjacent open space areas up to within 5 feet of the . parkway or sidewalk area. An arcade is frontage wherein the faqade may abut the sidewalk at the frontage line. This frontage type is conventional for retail use. The arcade shall be no less than 12 feet wide and may not overhang the sidewalk but may be within 5 feet of the parkway or sidewalk. 4.5 PUBLICLY ACCESSIBLE OPEN SPACE In order to provide relief from the intensity of development within the MEMU Overlay Zone and provide for a high level of pedestrian connectivity and activity throughout the Metro East area, it is necessary to provide a variety of open space opportunities. Publicly accessible open space areas shall be designed to optimize linkages and connections with adjacent properties within the District. Further, open space areas shall encourage active use and pedestrian activity between the public and the private realm. A. To achieve well -designed and highly amenitized open space areas that are accessible to the public, new development will be required to include an open space component that is accessible to the public through the main street -facing fagade entry of the project. These areas may be inclusive of a front setback or driveway areas, but may not include parking areas or rear setbacks to satisfy a private open space requirement. All new development within the MEMU Overlay Zone shall provide publicly accessible open spaces as a percentage of the total development site area as follows: Public plaza 1. Neighborhood Transitional District: 5 percent 2. Village Center District: 10 percent 3. Active Urban District: 15 percent 4. Office District: 15 percent Active public%pen space areas B. In addition to the above requirements, the following provisions shall apply to the design, location, and materials used in these open space areas: 1. Plazas, courtyards, or other publicly accessible open space areas at the ground level may be used to satisfy this requirement, and shall be incorporated into the design of the development. 2. Parking and rear setback areas shall not be considered to meet this requirement. Front and side setback areas that are integrated into the design of the public open space may be considered to satisfy this requirement. 3.Public open space areas shall be visible and accessible from the public rights -of -way to engage the interest of pedestrians and encourage public use. 4.A combination of landscape and hardscape materials shall be used in the design of these areas to satisfy the following requirements: a. Hardscape paving may include brick, stone, interlocking concrete pavers, textured concrete, and/ or impressed patterned concrete. Hardscape elements may include, but are not limited to, seating areas, potted plant materials, water features, and public art installations. b.The balance of the open space areas shall be landscaped with turf, shrubs, or groundcover, and trees. All plant materials shall be in proportion to the height and mass of the building, and shall be permanently maintained. 5.In order to achieve sunlight and air circulation in required open space areas, the following minimum height to width ratios shall be provided: a. Enclosed Open Space: 2 to 1 ratio (Open space that is enclosed on four sides, such as a courtyard). The required open space shall have a width of at least one-half the height of the adjacent building facade (measured perpendicularly from the facade). This requirement shall apply to all sides of the required open space. b. Open Space which is open on one or more sides: 3 to 1 ratio The required open space shall have a width of at least one-third the height of the adjacent building facade (measured perpendicularly from the facade). This requirement shall apply to all sides of the required open space. 6. The required publicly accessible open space areas shall be located and configured as one of the following: 0 x a. Front: The publicly accessible open space area is located along the street facing frontage of the building as illustrated. b. Forecourt: The publicly accessible open space area is located along a recessed center section of the front fagade of the building as illustrated. 19, c. "L" Shaped: The publicly accessible open space area is located along the front and side of the lot as illustrated. d. Paseo or Central Courtyard: The publicly accessible open space area is located on the side of the building or along a center pedestrian paseo or courtyard as illustrated. 4.6 PRIVATE/COMMON OPEN SPACE To support and enhance the publicly accessible open space, new development within the MEMU Overlay Zone will be required to include private and/or common open space for resident, tenant and visitor use. Private and/or common open space shall be provided in addition to the required publicly accessible open space in Section 4.5. Residential developments: Private or common open space shall be provided on a per unit basis for residential projects and shall be a combination of the total required space divided between private areas such as balconies or patios or common areas such as courtyards, recreation facilities, multi -purpose room or other areas designed for the common use of residents as specified below. Nonresidential or mixed -use developments: Private or common open space shall be provided as a percentage of the total lot area for nonresidential projects and may be used to provide site amenities such as rooftop decks, courtyards, or similar features. Mixed use developments shall combine the residential standards and the nonresidential standard to satisfy this provision. A. Private or common open space shall be provided in the following amounts: 1. Neighborhood Transitional District: 90 square feet per unit 2. Village Center District: 90 square feet per unit and 5 percent of the total development site area for nonresidential uses. 3. Active Urban District: 90 square feet per unit and 5 percent of the total development site area for nonresidential uses. 4. Office District: 10 percent of the total development site area B. In addition to the above standards, all private and/ or common open space areas are also subject to the following provisions in their design, location, and selection of amenities: Private and common open space areas shall be designed for the exclusive use of the residents or tenants of the property and their guests and shall not be publicly accessible except in the Neighborhood Transitional District where the required private/common open space may be designed in combination with the required publicly accessible open space specified in Section 4.5. 2. In the Neighborhood Transitional, Village Center, and Active Urban Districts, a combination of private and common open space shall be provided to satisfy the following requirements: a. Common open space amenities shall include, but are limited to, one or more of the following amenities: courtyards, plazas, tennis courts, swimming pools, spas, permanently equipped gym/ exercise rooms, or other permanent amenity. Rooftop decks and terraces may be used to satisfy this requirement, however, these areas shall be easily accessible to all residents within the building, and face the public rights -of -way where possible. b. Private open space areas may include balconies, patios, terraces, or rooftop decks. These areas shall be carefully integrated into the overall architectural design of the building. Architectural elements such as railings, trellises, short walls, or roof top enclosures shall be consistent with the architectural style of the structure to which they are attached. 3. Open space areas shall be constructed of permanent materials and be permanently integrated into the design of the building. 4. In order to achieve sunlight in outdoor common open space areas, the following building height to open space width ratios are required: 1 to 1; and 2 to 1 if the Private rooftop deck Private balcony 20, ,1 1 II a ll 4.7 BUILDING SETBACKS A. Setback area requirements facilitate the incorporation of publicly accessible open space while reinforcing a continuous urban street frontage that defines the street edge. Setback requirements are designed as a range so that variety may be achieved in the public/ private interface area depending on the site and building design and its relationship to adjacent developments. Setbacks are designed to coordinate with the public improvements identified in the Metro East Public Realm Amenity Plan (Appendix). New development within the MEMU Overlay Zone shall be designed to provide setback areas from private or public streets as follows: TableBU11djOg'Setbacks 1 111j..:�1ij��w`rf 1i :11 E� 611Y-(wi1a`t.�/: A'djaclenttopublic street right-of-way or publiceasement — 10ft(4) Adjacent to alley or internal aisle 3ft — Adjacentto parking 7 ft — ClearZone 25 ft — Adjacentto any residential use lstand2ndfloor 15ft — 3rd floor and above (5) 200 ft — Adjacentto all otheruses All floors 5 ft — Up to 3rd floor 6 ft — 4th floor and above 15 R — Notes 1. Setbacks are measured from the closest point of a building to the property line or public easement, except for clear zones. If a front yard/porch frontage is used, the building facade may be setback a maximum of 15 feet. 2. Additional setbacks for entry plazas or courtyards, or to meet adjacent structures, may be permitted subject to additional design review. Frontage types may be used to satisfy setback requirements. 3. Building planes above 3rd floor shall have, at a minimum, a 50% variation in setback within the specific standards in Table 4. 4. If a development project has multiple frontages, the maximum setback along one street frontage may be exceeded if the area is used for publicly -accessible open space. 5. For building with seven or more stories, the third floor and above must be set back a minimum of 30 feet from any residential use. 6. Clear Zones: a. Clear zones are required at driveway, street, or alley intersections to provide adequate line of sight for drivers, bicyclists, and pedestrians as they approach intersections. The clear zone shall consist of an isosceles right triangle with 25-foot sides along the property line. b. The clear zone shall not be occupied by a ground floor building facade. Site and building features that are taller than 30 inches in height, including utilities, mechanical equipment, fences, and landscaping, are prohibited in the clear zone. c. Upper floors may extend over the clear zone. Awnings must maintain a vertical clearance of at least 15 feet within the clear zone. B.In addition to the above setback requirements, the following provisions shall also apply to new development projects: 1.In order to encourage flexibility and provide an organic feel in the design and building -street interaction, there is no minimum setback requirement within the MEMU Overlay Zone, with the exception that all structures shall maintain the maximum rear setback specified if the property abutting on the rear property line is developed solely as a residential use. 2. Setbacks abutting public right-of-way may be further recessed from the maximum setback specified for the purpose of a public open space, dining/gathering or special entry area. These areas may not satisfy private open space requirements. 3.Setbacks abutting public rights -of -way shall be landscaped with lawn, trees, shrubs, or other plants and/or decorated as a hard surface expansion of the sidewalk. A combination of landscape and hardscape materials shall be provided as follows: a. Hardscape paving may include brick, stone, interlocking concrete pavers, textured concrete, and/or impressed patterned concrete. Hardscape elements shall also be provided when setback area is being used to satisfy publicly accessible open space areas. These elements may include, but are not limited to, seating areas, potted plant materials, water features, and public art installations. b.The balance of the setback areas shall be landscaped with turf, shrubs, or groundcover, and trees. All plant materials shall be in proportion to the height and mass of the buildin, and shall be permanently maintained. 4.8 PARKING AND ACCESS Adequate parking is necessary to service the full -range of uses permitted within a development project. In order to enhance the appearance and character of the Metro East area, parking should not be a part of the pedestrian level streetscape. The goal of the Metro East area is to provide adequate parking that encourages people to "park once" and conveniently walk to multiple destinations in the same area. Standards below reflect this concept except in the Neighborhood Transition District where parking is established at a rate that does not impact the adjacent residential neighborhood to the north. The parking standards for the MEMU Overlay Zone are designed to accommodate the wide variety of uses in the area while providing an incentive for mixed -use projects that encourage an active street life and convenient services and leisure activities for Metro East residents and visitors. A mixed -use development is defined as any development that contains more than one type of use in a building or set of buildings and contains within the development a residential component. Stand alone uses are defined as operations or uses that are not a component of an integrated mixed -use development project. Dimensions of parking spaces and drive aisles shall be consistent with SAMC Article XV, Division 1. A. Parking within the MEMU Overlay Zone shall be required for new development in each district as follows: 1. Neighborhood Transitional District a. Stand-alone residential: 2.0 spaces per residential unit, inclusive of guest parking b. Office or other permitted nonresidential uses: As required by Division 3 of Article 15, Off -Street Parking Requirements, SAMC. 2. Village Center District a. Stand-alone nonresidential Uses: As required by Division 3 of Article 15, Off - Street Parking Requirements, SAMC. b. Stand-alone Residential Uses: As required by B. Division 3 of Article 15, Off -Street Parking Requirements, SAMC. c. Mixed -use Developments with less than 10 percent of the gross floor area devoted to a commercial activity: A minimum of 1.8 spaces per residential or live/work unit inclusive of guest parking and any nonresidential uses. d. Mixed —use developments with 10 percent or greater of the gross floor area devoted to a 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 be established. 3. Active Urban District a. Stand-alone Nonresidential Uses: As required by Division 3 of Article 15, Off - Street Parking Requirements, SAMC. b. Stand-alone Residential Uses: As required by Division 3 of Article 15, Off -Street Parking Requirements, SAMC. c. Mixed -use Developments with less than 10 percent of the gross floor area devoted to a commercial activity: A minimum of 1.8 spaces per residential or live/work unit inclusive of guest parking and any nonresidential uses. d. Mixed -use developments with 10 percent or greater of the gross floor area devoted to a 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 be established. 4. Office District a. Office or other permitted nonresidential uses: As required by Division 3 of Article 15, Off -Street Parking Requirements, SAMC. In addition to the parking requirements above, new developments in the MEMU Overlay Zone shall provide parking in compliance with the following: 1. Guest parking at a rate of 10 percent of the total required parking spaces shall be set aside and assigned for the exclusive use of guests in any development project within the MEMU Overlay Zone. 2. All residential units shall be provided a minimum of one (1) assigned space per unit. In order to provide well -designed parking areas that enhance the pedestrian experience and adequately provide for the mixture of uses that may occur on a development site, the following standards shall be required for all new developments within the MEMU Overlay Zone: 3. Parking facilities (surface or structures) shall be located below grade, behind buildings, and/or screened from the main right of way and all active public areas, except for areas designed for and devoted to vehicular access, drop off, or valet parking. Those portions of new parking structures that face a public street shall include commercial spaces or other pedestrian oriented design features at the ground floor level. Screening of parking structures along main streets 4. Parking spaces specifically designated for nonresidential and residential uses shall be clearly marked by the use of posting, pavement markings, and/or physical separation. Parking area design shall incorporate a separation of the parking for nonresidential and residential uses, except that guest parking may be combined with nonresidential parking as long as the total required parking for the development is not reduced. 5. Driveways shall be a maximum of 24 feet wide, in order to enhance the pedestrian experience, except as required to satisfy fire and/or waste collection requirements. A maximum of one curb cut shall be permitted for each parcel with up to 150 feet of street frontage. Development sites exceeding 150 feet of street frontage shall be permitted a maximum of two curb cuts. Three curb cuts shall be permitted only if a separate residential entrance is required. 5.0 Design Principles The MEMU Overlay Zone establishes qualitative design principles that will be used by Staff and decision makers in evaluating proposed projects. This section establishes qualitative design standards intended to guide the developer to achieve the image and design desired for the Metro East Overlay Zone. Staff and decision makers will use these principles to review proposed development projects and determine their approval based on the extent to which the plans address the intent of the City for the area as part of the MEMU Overlay Zone Site Plan Review process. 5.1 INTEGRATED DESIGN The design of buildings, signs, landscaping, and other structures or elements shall feature a unified and integrated theme. 5.2 ARCHITECTURAL QUALITY Projects shall utilize materials, window and door systems, hardscape, softscape, and water features, and architectural details and components throughout that convey a distinct sense of endurance and quality. 5.3 ARCHITECTURAL VARIETY Projects shall utilize architectural means such as varied massing, breaks in plane, a diverse palette of high -quality materials, and changes in form, proportion and detail, as well as a variety of unit types to create variety and differentiation between and within project In order to further promote variety and interest within the project as a whole, the use of more than one architect is required for projects on development sites with an area that exceeds two (2) acres. This requirement can be met by compliance with any one of the following as approved by the Planning Manager at the time of the initial Site Plan Review: a. Architectural design is completed by two different firms b. Architectural design is peer reviewed by a second architectural firm c. Architectural design is completed by different studios within one architectural firm d. Applicant conducts an architectural design workshop with City staff in the early phase of design 12 Street -facing building elements and massing 5.4 MASSING a. In general, project massing should be broken down into discrete building elements and components that reinforce a continuous street -facing urban block pattern. This pattern should be broken by intervening the required publicly accessible open space areas. See Section 4.5. b. Within this block pattern, individual buildings shall be massed such that individual building planes or architectural masses do not exceed one -hundred -fifty (150) feet in length. c. The design of buildings shall incorporate a variety of massing and forms to introduce variety at the ground plane and skyline of the project. 5.5 FACADES a. Street facing facades shall be architecturally enhanced through the use of arcades, colonnades, recessed entrances, window details, bays, variation in building materials, and other details such as cornices and contrasting colors. b. Building step backs at the upper level of buildings along public rights -of -ways in the Neighborhood Transitional, Village Center, and Active Urban Districts shall be provided as a means to provide building articulation. The building articulation may include private/ common open space terraces or roof decks. The minimum upper level setback area shall be 10 Ft wide (parallel to the building fagade) by b Ft deep. c. Buildings facades shall be articulated through the use of separated wall surfaces, contrasting colors and materials, variations in building setbacks, and attractive window fenestrations. d. Street facing facades shall be integrated with public plazas, mini parks, outdoor dining, and other pedestrian -oriented amenities where feasible. Street -facing ground floor elements 5.6 GROUND FLOOR USES a. Ground floor commercial or retail uses oriented to the street shall provide primary pedestrian access directly from the adjacent public street frontage. b. Ground floor commercial or retail uses oriented to the street shall incorporate the use of overhangs, awnings, or trellis work for at least 60 percent of the frontage. 5.7 COMMUNITY CONNECTIONS Project site plans shall create community connections and linkages between developments within the various Districts within the MEMU Overlay Zone area, as well as facilitate comfortable and visually interesting pedestrian and bicycle movements. a. Pedestrian- and sidewalk -oriented buildings. Projects as a whole, as well as individual building components, shall reinforce activity and pedestrian scale along adjacent sidewalks through the use of active building entries and frontages, and/or publicly accessible open space fronting the streets. i26 Pedestrian/bicycle oriented streetscope b. Pedestrian -oriented sidewalks and streetscapes. Projects as a whole shall incorporate design and development features that facilitate pedestrian and bicycle -scale orientation at the street level. These features include, but are not limited to, street trees, improved medians with trees, widened sidewalks, pedestrian -scale lighting, integrated bicycle paths, curbside parkways, and feasible curbside parking to create a streetscape that accommodates increased and comfortable pedestrian and bicycle use. 5.8 LANDSCAPE BUFFERS a. In order to establish a strong public street and sidewalk edge, building massing shall establish variation in relationship of the building frontages to the street. Landscape buffers should be provided along driveways which are adjacent to any project which includes residential development. Ventilation 27 b. Landscape buffers in addition to other screening techniques should also be provided as a means to screen trash collection areas, and above grade surface parking. 5.9 PARKING Parking areas, whether at grade or in a structure, shall be completely screened from the public street view. Above -grade parking structures shall be completely screened at the street level by architectural features including retail spaces, stoops, porches, landscaping or other pedestrian oriented design features. 5.10 ENERGY CONSERVATION -SHADE AND SHADOW Energy consumption shall be minimized using the following features where feasible: cogeneration, solar access, south facing windows with eave coverage, double glazed windows, deciduous shade trees, good ventilation, efficient lighting, and day lighting. Individual units, where possible, should be oriented such that they receive a minimum of two (2) hours of direct sunlight in major living spaces such as living rooms, dining rooms, dens, great rooms, or kitchens on the day of the winter solstice. 5.11 RESIDENTIAL UNIT SIZE An average unit size of 1,200 square feet per unit will be used as a guideline to assess the overall quality and livability of any residential units. The mix of unit sizes within a project should be more heavily weighted towards units larger than 1,000 square feet in size. 6.0 Sians Building identification and signage can be used as a creative tool to enhance the look and design of a development project. When signs are designed to complement the form and function of the building and its users, it contributes to the aesthetics of the project and aids in way finding. The City desires to encourage creative sign proposals where the standard provisions of Article XI do not well suit a particular need, situation, or circumstance. In exchange, certain signs that otherwise would be allowed by Article XI might not be allowed. Main access signage 6.1 MASTER SIGN PROGRAM Building identification and signage can be used as a creative tool to enhance the look and design of a development project. When signs are designed to complement the form and function of the building and its users it contributes to the aesthetics of the project and aids in way finding. The provisions of this section encourage creative sign proposals where the standard provisions of the sign code may not well suit a particular need, situation, or circumstance. In exchange, certain signs that otherwise would be allowed might not be allowed in the MEMU Overlay Zone. Prior to issuance of any sign permits or certificates of occupancy for any building or portion thereof, a master sign program for the entire site, including directional signs and graphics for any parking structure, shall be submitted to the Planning Commission as part of the MEMU Site Plan Review application. The purpose of the Master Sign Program is as follows: a. The primary purpose of a master sign program is to provide a mechanism by which the sign regulations established in the SAMC can be modified to ensure that signs for a uniquely planned or designed development are most appropriate for that development or area. b. A master sign program may include sign regulations that are, at the same time, both more restrictive in some respects and less restrictive in other respects than the regulations established in the SAMC. Less restrictive provisions in a master sign program may also include signs that are otherwise prohibited by the SAMC. c. Each master sign program application shall show to the Planning Commission's satisfaction why the modifications requested are warranted and how the total sign proposal for the development meets the general purpose and intent of the SAMC. Secondary access sign d. The Planning Commission shall approve, conditionally approve, or disapprove any application for a master sign program based on the signage and its compatibility with the proposed development project based on the following findings: 1. Compliance with the objectives of the MEMU Overlay Zone as specified in Section 1.2. 2. Compliance with the purpose and objectives outlined in the Citywide Design Guidelines; and 3. Compliance with the purpose and intent of Section 41-860 et seq. except for the variations specified in the Master Sign Program application. e. Applications for a Master Sign Program that are denied by the Planning Commission may be appealed to the City Council. Appeals from decision of the Planning Commission shall be processed and considered consistent with SAMC Chapter 41, Article 5. 7.0 Compatibility/Operational Standards The following standards are intended to ensure the compatibility of the mix of residential and nonresidential uses that may occur within one building or on a development site in the MEMU Overlay Zone. These standards are intended to mitigate the potential impacts that may occur as a result of the interface between nonresidential and residential uses within one project. residentiol uses on fop 7.1 SECURITY Residential units shall be designed to ensure the security of residents through the provision of secured entrances and exits that are separate from the nonresidential uses and are directly accessible to parking areas. Nonresidential and residential uses shall not have common entrances that provide direct access to residential units. The separation of entrances shall be shown on the development plan and the separations shall be permanently maintained. 7.2 RESTRICTION ON ACTIVITIES Commercial uses shall be designed and operated, and hours of operation limited, so that neighboring residents are not exposed to offensive noise, especially from traffic, trash collection, routine deliveries, or late night activity. There shall be no loading or unloading of trucks between the hours of 9:00 P.M. and 9:00 A.M. 7.3 LOADING AND UNLOADING Every building involving the receipt or distribution by vehicle of materials or merchandise incidental to carrying on such activity shall provide adequate area for the loading and unloading of vehicles, include moving vans, garbage trucks, and other delivery vehicles. 7.4 VIBRATIONS AND ODORS No use, activity, or process shall produce vibrations or noxious odors that are perceptible without instruments by the average person at the property lines of the site or within the interior of residential units on the site. 7.5 LIGHTING Outdoor lighting associated with commercial uses shall not adversely impact surrounding residential uses, but shall provide sufficient illumination for access and security purposes consistent with the lighting standards in Chapter 8 of the SAMC (Security Ordinance). 7.6 WINDOWS Residential windows shall not directly face loading areas and docks. To the extent windows of residential units face each other, the windows shall be offset to maximize privacy. 8.0 Implementation This Division includes development Standards and design principles that are designed to work in concert to facilitate the vision for the long-term development of the MEMU Overlay Zone. Successful implementation of this Division requires effective and coordinated administration of these required standards and principles by professional staff on a cooperative basis with developers and property owners with the goal of expediting the entitlement/permit process for projects consistent with the plan. 8.1 MEMU SITE PLAN REVIEW BY PLANNING COMMISSION A. Any application for development subjecttothe provisions of the MEMU Overlay Zone shall require filing an application with the Planning Manager for approval of a MEMU Site Plan Review by the Planning Commission. The application and development plan shall contain the materials outlined in the Planning Division's Development Review Committee Checklist which includes but is not limited to the following materials that shall demonstrate conformance with the provisions of this section and other required sections of the SAMC: 1. A site plan consisting of architectural drawings or sketches and plot plans, all to a workable scale and fully dimensioned, showing the elevations of the proposed building or structure, off-street parking and other physical features such as trees, hydrants, poles, and other installations, and any other such information as determined necessary by the Planning Manager to fully evaluate any requirement of a building permit. 2. A landscape design plan, pursuant to the requirements of Section 41-1507, showing fully dimensioned private, common, and public open space areas. will not be detrimental to the harmonious development of the city or impair the desirability of investment or occupation in the MEMU Overlay Zone. Depending on the level of conformance with the findings of the MEMU Overlay Zone, the Planning Commission may take any of the following actions: Approve the development plan 2. Approve the development plan with conditions 3. Deny the development plan 8.2 FINDINGS FOR GRANTING A MEMU OVERLAY ZONE SITE PLAN REVIEW APPROVAL The Planning Commission may grant a MEMU Overlay Zone Site Plan Review approval subject to finding the following: a. That the proposed development plan is consistent with and will further the objectives outlined in Section 1.2 for the MEMU Overlay Zone. b. That the proposed development plan is consistent with the development standards specified in Section 4 of the MEMU Overlay Zone. c. 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 Zone. d. 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 Zone. 3. A master sign program, pursuant to the 8.3 requirements of Section b. B. Upon receipt of a MEMU Site Plan Review application, the same shall be reviewed by City staff to determine conformance with the provisions of the MEMU Overlay Zone and referred to the Planning Commission for review and recommendations. The Planning Commission shall review said plans for the purpose of ensuring that buildings, structures, and grounds will be in keeping with the compatibility standards and design principles of this division, and CONDITIONAL USE PERMITS, VARIANCES AND MINOR EXCEPTIONS Conditional use permits, variances and minor exceptions in the MEMU Overlay Zone shall be processed and considered pursuant to SAMC Chapter 41, Article 5. 8.4 TIME LIMITS MEMU Site Plan Review shall automatically become void after two (2) years from the effective date of such approval when the owner fails to institute an action to erect, build, alter, move or maintain the use of the property as specified in the terms and conditions of the MEMU Site Plan Review. City Council may, by resolution, extend the date on which a MEMU Site Plan Review becomes void for a period or periods not exceeding three (3) years in total beyond the date it would otherwise become void. Acceptable action shall be considered to be actual construction, alteration, repairs and use of the structures and land. Preparation of plans, financial negotiations, or change of property owners are not considered sufficient evidence of action. 8.5 DEVELOPMENT CAPACITY MONITORING AND ENVIROMENTAL REVIEW In order to maintain conformity with the provisions of the environmental analysis completed for this project under the California Environmental Quality Act (CEOA), development capacity within the MEMU Overlay Zone shall be limited to 1.27 million gross square feet of commercial (retail and service) and 3.41 million gross square feet of office space. This corresponds to a potential net increase of 963,000 square feet of commercial, and 690,000 square feet of office space, and the potential for 5,551 residences above existing development constructed prior to March of 2007. When new development within the MEMU Overlay Zone reaches 80 percent of the allowable increased capacity, iment shall be entitled until an environmental review, including a traffic study, has been completed pursuant to CEQA. These development capacity "triggers" are as follows: a. Comm ercial-770,400 square feet b. Office-552,000 square feet c. Residential-4,440 units 75B-267 75B-268 Table of Contents Introduction, . , :. ` . ` . ;- :' .................................................... Site and Planning Context AdetroEast PubkRealm '. Aineiiity-Ph ` Existing Conditions . Photo Survey ........................ Existing Conditions Base Map ..............................• StieerTiees Locations and Types ..Street Lights.. ., =.. ' . '. Locations and Types :Existing Streetscapes . r. Typical Plans and Sections NI EMU Overlay .:. DevelopmentZone. ....................................................• Metrd East Public Realin ' Amenity Concept . '. Proposed -Easements Street Tie6s Pedestiiati Street Lighting ImprovedStreetscapes' ' Typical Plans and Sections carof9dwaAho - .— \4etro East Public P.ealrn Arnenity:Plan. 2 3 4 5 14 15 21 23 28 30 31 32 33 34 41 75B-269 - Introduction The Metro East Public Realm Amenity Plan is an outline of streetscape and open space improvements that reinforce the new uses proposed for the Metro East Mixed Use Overlay Zone. The improvements of this Plan are in addition to the normal infrastructure improvements that are consequent to new development. These improvements are proposed to ensure that the public realm complements and supports the introduction of residential uses into this formerly commercial area. Additional street trees, pedestrian scale lighting, district identity signs, water features, improvements to the character of Golden Circle Drive, and the acquisition of new open space amongst other improvements are all proposed to establish the amenities required to both attract and support quality residential and mixed use development. The goal of this public realm plan is to ensure that appropriate high quality streetscape and open space improvements are realized as this area emerges as a mixed -use urban village. itfetroEastPublic RealniAmenity Plan 75B-270 Site and Planning Context Bounded by the Santa Ana Freeway to the East and the Costa Mesa Freeway to the West, the Metro East district covers approximately 147 acres of land in the north-eastern corner of the City of Santa Ana. a; a ' Q _ C U C C � J CD 0 Qe O e Santa Ana Regional g a c > m I Transportation Center a y 1 m 1 U R H o U f . h • Tf'- Fourth St. 5•• 1 1/2 m1e : y }i J `` to First St. 1 mile 1 1 1 112 mib N Kam_ --- S(udr Area o soo iroo tT --- 00,Bmmdrm, NItUn Gast Yulili( Rcalm Amcnit} Plan i 75B-271 r- L Metro East Public Realm In conjunction with the Metro East Mixed -Use Overlay r Amenity Plan Zone, this amenity plan provides a framework from L which to build a clear identity for the district. I. CABRILLO PARK it F ! i t4 PAPlCOUAT P 71 -c:C�.t�.r� ��GG� I %%x e neTk_ oe0000000 000000eao-I I°tEL '�F—.�'i�: 1 `• � .'.."=�—�=�'�4p�r � ®ood�-°r�-€�1� , '� \ / o j • III �---=_, I -__-1j I i —i'T —•--- < II r; —� do.J. ` S! �O�O��00 I ,.. rtTS.`a` SY�s k g iG.Ya -t.'b - Bwor60.o-cieoo?DGooO °-C 0:06VOE?= _. __ � .._. x=:aC.�-C-�_— — r... 1A0�0®RE.6NRit•F&��I _ \ ooneoo ,�„ •. ram+ ,A �raa e�, esvu00000 0 0 TAO O.. FrAs `` e eknm'jsca, aa•,�'�ss w.+.r iA YAE. A io,-�1�1`l zI .QUI 1:1 I �_ � {i, ; �d •ass,. 55� "eJ�'6" c• a�i'�e.s s' _mmk: �v vd_ � i I �� it I 1.— `\9' , L\omeo�orcn-�'r dS70CC� �F•=6'r �'+o�o�'s'DC s-+-asr b �s�>� I fST aieeo%S -_ \_\ �\ \\. �,o,�eomooalog l s Lt-ixmrrt e. +9 J;=CzCI GO Kev - Strnh•:Lva i•Itr ilolonlaly --- L:cisting Parrel Lines Setback Lines LJ miming street, ® : Idditimml setback rasemeuts agnfsmm"dm fPublic open Space ci Existing Sliver Tires ® rsisting Paba Tires I\en• Street T es Rb) Aeir Pedesc•iaa Savet lights Nfetro > mi Public Realm Amenity PL•in 75B-272 / N L. u Asa ;uer ( r FoolL r ((� I L_ C. f Existing Conditions Urban Studio documented conditions in the field, the streets, sidewalks and open spaces that define Photo Survey Locations the areas public resources. In general, district open space character has an incomplete sense of place with few fully realized streetscapes and little connectivity to the surrounding area. 3P Cabrillo Park r (( y{ w46 _ 27 ;. 47��. !N �i^, _:- to t _- - - `-33 r 28 .Aj CD l ' 45 26i,.13 r Q 17 j111,,. Yr'-972 :19 18 ri 14 15 L_ - 16 1 - 20 - 21 - •C-rm,. � T 1. V 23 I f. T 40 d _ ;29 _ � '1143r ' 30' : 39 � 41.1 o - i 3 37 `�34 � i ` I -i • i 37 - 71 {i"I *' Brill' - r 4 l� 4 5 2 36�- R fi� � �J (T � WA r Kam'. - — Stadv Area --- 00, Bounda N 0 250 500 FT �rrrrrrZ (D Metro Ca,t Public Realm AntcniIN Plan 5 _75B-273 ExistIM9 Conditions Fi*rst Street is automobile'oriented. There is -no Street tree'planfinigs are inconsistent an d in many locations non-existent. First Street sense of -arrival or signage that marks the:district. ILI Li 4. ,1� II .._ /'s`v4if � M� \ ,w'.0 1-4{± �. � f r, : � �-a� .. 1 /.. h II•�. a r' t p` ^rfC i iti-a%SaniaAma- �'btctin fast Public realm _Amemt.3Plan +5:; 75B-274 _` Existing Conditions The First Street erivirohment maihly addresses_ the. First Street . functional regutrements of the automobile. ; (continued) . pl- Sim 4 First Street View East First Street and Freeway Looking B First Street View West to Freeway AM /, First Street Panorama South Side 8 First Street South Side 9 First Street South Side 1 Firsl Street South Side eofs�iouAno \Intro: EastPublicRealmr�menity,Plan 75B-275 r• L Existing Conditions Fourth Street is the central east -west street that Fourth Street, bisects the district, but has missed median opportunities and.no sense of arrival from the surrounding area. L. f f 111 . ll>lrrrin , � . fit, - t,• ri,� ---"I ��� Fourth Street and Cabrillo Park Drive Looking East to West 6 t r 1 u A F r r' r• �\ Fourth Street and Golden C(rcle Drive Looking North t. �v1 Fourth Street and Tustin Avenue Looking West to East r Vlctro East Public Realm .amenityPlan .:g L 75B-276 Existing Conditions ':. Inconsistentstreettree piantings'along Fourth Street and underutilized landscaped madians provide little Fourth Street_ sense of id"antity. .,.. (cbntinued) ; IN Fourth Street Looking East to Fourth Street Looking South at Fourth Street Looking West to 14 District 15 Freeway 16 Freeway Overpass Fourth Street Looking South to Fourth Street and Park Center Fourth Street Looking Northwest from 1 Commercial ullding 18 Drive Looking East 19 Intersection on Golden Circle Drive I Fourth Street and Tustin Avenue Fourth Street Looking Southeast at Fourth Street L000king East Towards 2� Lookino West [o East 21 Golden Circle Drive 22 Tustin Avenue ChoJ hf°^^ MCU-o.East Public kHff rTmenity Plan ' 75B-277 - f' i' Existing Conditions Golden Circle Drive is the fiain centrally located. r' Golden Circle Drive north -south street that serves the district. B �i lrSl; _� r L• TNEMI: BUILDING ..-'`s'i -3i„ ���. P, Fourth Street Looking North at The Theme Building Looking The Theme Building from the 23 Golden Circle Drive 24 North at Golden Circle Drive 25 Southwest P A r1. t. r 26 Golden Circle Drive: Western Golden Circle Drive: Northern Fourth Street Looking Northwest from L. 1 Sect on Loak ng North 27 Section 28 Intersection with Golden Circle Drive r 29 Golden Circle Dr ve West Side 3D Golden Circle Drive East Side 31 Golden Circle Drive East Side I al) -fsgnmAna \4etro East,Public Realnt tYmeniry,Plan 75B-278 LS Existing Conditions . Cabrillo 'Park Drive connects the existing, use 5 to Hhe Cabrillo Park Drive. =. rnalor public amenity,in the area,;Cabnllo Park Cabrillo Park 33 Cabrillo Park Ddve and Park Court Place Cabrillo Park Drive 34 East Side 35 Cabrillo Park Ddve View to Freeway 36 Cabr llo Park Ddve and First Street 37 East SidCircle Drive aoynjsw.eoMa: \letiv;Gtist Publii; RcilriiArnenity Plait., 13; 75B-279 r 6 Existing Conditions Tustin Avenue provides a connection to the public r Tustin Avenue bus transportation lines running north and south through Orange County. - � ��,'.h; � ..` - - _ a'c fit'.• ' �1 Tustin Avenue and East 6th Street Looking North to South L i-h ALQo9° I Iimp - - �1 Tustin Avenue East Side �� Tustin Avenue East Side �� Tustin Avenue East Side � . r '�_� z}fiti tji• ��1 Tustin Avenue West Side �01 Tustin Avenue West Side �n1 Tustin Avenue West Side f \ictro_East Public Beilm \cncnrty.Plai� 12 Existing Conditions Street lights along the eastern side,of Tustin Avenue Tustin Avenue are infrequetitly placed. (continued) 47 Tustin Avenue East Side 48 Tustin Avenue East Side San Ana' .:NIeti-oEiut Public' Re:ilrri•rUnenily. Plan 75B-281 Existing Conditions The existing conditions of the Metro East district Base Map include limited street tree plantings, a lack of distinctive markers, and lighting oriented towards the automobile. CABRILLO PARK j jlpsl C �PARKCOORT PL � I�I Ir 10 - of � o 01, rl Irk FIRST ST. Key — - — Study Area # Existing Street Lights -- City Boundary C Existing Street Trees Bus Stops (Routes 64 & 71) ® Existing Palm Tires Signalizedlntersection Notes • Existing bus stops along 1st Street and Tustin Avenue. • Existing street trees vary in distance. • Only existing street lights; no pedestrian lighting. oiz'.fSanz.A.. Nfetro East Public Realm Arneiiity Plan 75B-282 N 6 o 150 300 Fr(D i i r L FL C l�F �. Existing District. The existing trees along Tustin Avenue vary widely in Street Tree Types species. CA.BRILLO PARK ITEM _II O Ll enr �PARKQOMTPL-9 '�i .- Z Ot I 2 1I R I I Ell15 O:T, N If I'dI' I 1 r1-,11'14 11 P�ili rY`.1",p4 Key - — S(udy Area CityBoundary ETisfiag S1me1 7Y-ees ® -ETisfing Patin Tiees RR&T ST.— N 0 150 300 FT @Pyrus Kawakamii 2©Ligustrum Lucidum 3i Llquidambar @Syagrus Romanzoffianum cr.ufS f;runnu Nletro last Public Realm .1 i�cuity Plan I lj 75B-283 Existing District Along First Street, the predominant type of street tree Street Tree Types is the. Leptospermum. r_ -Alif , r fa \ aP r_1 .a I \_- -ti =3 - _ J C 5� Brahea Edulis Leptospermum (7)Leptospermum SjLeptospermum L Tr iy •i �.. ��',Y cif _ C• 11y T .. - -�L 09Leptospermum 00 Leptospermum OR Leptospermum 4.-21 Leptospermum r'�!pp BI ,h9ii , ..Ir , t• f f'1 n ( t I G . 13 Callistemon Citrinus ©4 Callistemon Citrinus 1.5 Callistemon Citrinus r� L. Q`� °fs""`°A..iltctro G st_Public Rcalni Amenity Plan. 75B-284 Existing Distiict Pirius Canariensis and the Ficustree occur 'piimarily' -Street Tree Types - along the existing medians CABRILLO PARK ,`- L� I - IgI 89 �3PAAKCOCRf Eli �� - i�jCL i ,1 0 �lJLIL, ;{(gyp b I gill�� Key Snidy Area CityBoundary CL'rq'T�.�C Pinus Canadensis 0 Existing Street Trees ® Existing Palm Trees Ficus 3e Ficus ry o uo aoo Fr qr, o/saw..Anu,_ 'Metro East Public Reilni:Afnei iLy, Plail 1T; 75B-285 Existing District Street Tree Types F)Pinus Canariensis f.?) Caliistemon Magnolia Grandiflora Long -portions of sidewalk along Fourth Street contain little or no landscaping. 5 + Ficus (�Magnolia Grandiflora I), Washingtonia/Queen 0 Washingtonia (CO) Magnolia Grandiflora Palm 13. Njetro Gast Public Realm Amenity Plan. 75B-286 Existing District, " Lagerstroemia Indica is the existing mediah tree Street Tree'Types along Ca6rillo.P6rk Drive CABRILLA PARK ` 9 lit �1517 t OI �. �. 12i© G PARKCA9gTPL� n 5 ®FL � O 7 <iI I� �_ 0 JIL Key Study Area --- CityBonndwy 1QKing Palms Q Existing Street Trees $ Existing Pali Trees N o tw 71IO F. Q)Lagerstroemia Indica @Lagerstroemia Indica Existing District ' Street Tree Types @Lagerstroemia Indica 0Platanus @ Olea Eoropaea Cit:oJ.ianta.Sno Plat'anus and Liquidambar trees define the street along Cabrillo Park Drive. F rim ` ,� L . 5�}Platanus @)PIatanus Yw I Tij X, 41� r + 1 tttr , T L.!�. X 1 ()Lagerstroemia Indica 9 Pinus Canariensis 10) Platanus @ Liquidambar •A t . T c � •�l fY'ly; n4 . t r "' k,Y41t @ Liquidambar 04 Liquidambar c—r La Metro East Public Realm ;lmeitity PLvi - 20 756-288 Existing Street. Lights All of the street light -types in the area are-cobrahead Locations and Types:. variants. cABnIUOPFBK --- -��l C if . � oppqetlAT PL �� U If a � IQ I4 iN c� S. -if I� I _ li I _--•III a �. � I!L -�� �n��. I' _ I r lJ 1 a c� l0 5 L - j _ - i N Key — - — Study Atva Q ETisting Sh-ee! Lights u ISO 300 rr --- CityBoundmy Signnlizedhttersection d� _ ( w�,�+✓ i�- t r •TM� a •• � Y ( j� ��s. ((� x T 5 A 3 TE s v ' -0 ® ` cijT Jseiaaw \Icon EaPuUlic RealmArnenity Plan _ - • 21. 75B-289 Existing Street_ Lights' Street lights along the First Street corridor are _ Locations and Types irregular. lI 1C , I 9_ I: 9: r 1\tetro,E; st PuUI , kcaim•Am' nrav Plan 75B-290 �' I A Main Traffic Corridor scale:°=zs a� fsaao��a &Ietro fast Pudic Realm rlmeni plan 93' 75B-291 Existing Streets The existing medians and sidewalks along Fourth Typical Plan and Section Street are sparsely landscaped and make little use of the potential gateway qualities of this major street. - r OT 81-V 42'-0' 42'4' 1 �50.0 . I 50-0 It - I i , , 111 F1I Ik{ c r c= � G r, •. GGG f l ra {L 1r LL: Central Street Corridor Scale:l"=25' ilretro Eam Public -Realm Arnenky Plan '2` 75B-292 �` d Existing,Streets Cabrillo Park',Dnve maintains a fairly uniform row of Typical -Plan and Section' street tree planting ;north of Fourth Street. However,. the southern"portioh.of the streetbreaks vrith the regulanty. " Typical Local Access Street Scale: 1 "=25' jo gpIa ma AletroEast PuUlic$ealni_tVnenity Plan 25; 75B-293 Existing Streets Typical.Plan and Section Typical Main Street JG Iw. 1 =40 Golden Circle Drive is a harrow two lane street providing access from First to Fourth Street. uV./sanmano . Metro ; dst Public Realm Amenity Ptah 2G: 75B-294 Secondary Local Access Streets Scale: 1 "=25' 27 alT \4ctro Ea Public Rcalm rYinenity"'Elan . " 75B-295 , Key N R: Study Area', District 1: Neighborhood Transitional pp -- CityBoundary ® District 2: Village Center G Existing Parcel Lines - District 3: Aciive Urban j E3O O Improved Pedestrian and Bicyc%Corridor Pedestrian -Oriented Uses on Ground Level +M+ Pedesuldn Linkage 0 Existing Office Uses 0 250 s00 FT (J I,SOOft. Radius walkingoistance ® R cu�ofsronco - I! , Metro East Public Realrri Amcoty )r4l 75B-296 - I District 1 Neighborhood Transitional District 1 is intended to provide opportunities for low -intensity development that acts as a transition between the single-family residential to the north and the adjacent high -intensity Active Urban District. District 2 Village Center District 2 is intended to serve as the focal point and central gathering place in well -designed highly connected development sites and public sites. District 3 Active Urban District 3 is intended as the location for well -designed high rise mixed -use developments in a highly urbanized environment. �f j Pedestrian -Oriented Uses on Ground Level Pedestrian -oriented uses are intended to generate pedestrian activity and provide uses that are neighborhood serving and contribute to an active street life. Existing Office Uses Existing office uses include low and high rise office development along Tustin Avenue and the Santa Ana (1-5) Freeway Corridor. Gg oJsonmAno _ . ' \•tetro last Public Realm r\tnenity. Plan 75B-297 Public Realm Concept The.proposed`public realm amenities will enhance the �F pedestrian scale and quality of living in the area. All ram- �a*.v { .�i.-8'� 1 _ .j a-"�'� �. LI�r A ��i - 1 • - _.. � t 1 1 ffitf�'&S�i'+L�" . � A H � \ ti 1� °.. r rEis. �veAf rrxr YAl�id �. ..� - r� � y aura-'azs=px��-_��-+�aj ae+ � =is ��,. ■ _y i if IF I FYI Key O' — - — StudyArea N . District 1: Neighborhood Transitional ---- City Boundary ® Disaict 2. tillage Center _ Existing Petrel Lines District 3: Active Urban Gateway Opportunities Pedestrian -Oriented Uses on Ground Level ❑ ❑ ❑ Main Traffic Corridors Existing Office Uses ■ M A Local Access Streets (existing & new) RIKJ F) Central Street Corridor Open Space/Pedestrian Linkage Component ■' OR Main Street J I,500ft. Radius Walking Distance o 80 soo FT ■■■A1! S 'lPd ry freet wu r e esfrran rrentanUPI q1j.-qfShtaAna. Metro East Public Realm Ain-' -'f 'plan---ti , t30' I Proposed Easements By allowing for greater easements, this plan provides an opportunity to Create a walkable environment and a friendly pedestrian atmosphere. -t r CA&RUO PARK rarj= -il lid - �, - I_ 1. .. _.� I E6H5T. d —PARYCCURT PL.— , '\ /%/ � I � , j�l! as I, • ,i � ���� al j jlz lr— L y� ,1 j �111 —•j�l I I� �+ � !�`— tF{--- ,r!r .� I. p �11 "S r N Key --- Snrrlrarr<r-��-----�-� Sellrncl•l.ines n Isa ;tel Ff ---- Ciq•Eouarlan• t—'_J F-xisling Sorccx —•— /:.xi.cliug Prnrel Lines ® : IddiliontrISclbn h'asenrents / Public Open Space Notes . Minimum 35,000 SF of puhG0 open space including roads shall be created vrithin this area. . NEW and EXISTING Dimensions from Center a� of Right -of -Way. a?r^fyr^ \dru-o fast Public Realm Amenity Plan `31 75B-299 , Improved Condition Consistent street tree plantings throughout the district Base Map provide a coherent visual identity and an attractive Street Trees streetscape for visitors, workers, and residents. 4 _e- -. y-e iP - .. e. .e• e. �l.l?!§�!1`l. � ... :. a .. ,.- , . . L- a i4�1 —F- o 9 .e 1 \ --,v. a—a�e.� o .-•.a• -o.. . - ws.a a- cam;__ _.�... 4 L� -`..... p ., y e s i -i .-1- .r-L- -•. Nye- Y4i .-v -A a e r .r F • a-. 0 •-•—. a a :. .f L h• Key N Study Area 0 Existing Street Tires o iso )oaFr -- City Boundmy ® Existing Palm Trees ---- Setback Lines ® New Street Trees L r Notes: • New street trees should average 30' on center. • Flowering trees at medians create seasonal color. r ry-else ,�n�e 'XIctro East Public Realm AnicniLy Plait 32 75B-300 - i L r P e Imprgved Condition' Regularpedestrian'street lighting throughout the Base Map district increases night-time visibility and_ safety. for -pedestrians.. Pedestrian Street Lighting .. . RmI®1lft Key — - — Study Area --- CityBoundmy ---- Setback Lnres r �J lA PAI a a Bus Stops (Routes 64 & 71) Q New Pedestrian Se eel Lights Notes • Pedestrian lightpoles in the Central Area every 60 ft. N a I50 JOD F7(D uri:°IivaM Metro) ast Public Realrri Ainenin Plan 33.: 75B-301 Improved Streetscape District signage and flowering trees, mark Fourth Street Typical Plain and Section as the major gateway into the district. L. i � IniProvemiants �� �.-> r; ;.��-Diistnct_signage &identity; ;'� � ". with.floweririg treesat._:_... remainder of median if 10' vs 8'sidewalk -,- r' ■`5 parkwaya:Z '. Magnolia Giandifloraor-:t.'`' similar at t 30' o c along . ' sidewalk i ■ Pinus Canariensis or similar 1 at t 30' o c ,on median ■ Pyrus Kawakamu or similar l��p,+��� - at f 30' o c on median;. °-••�"it"�' E . i �fiyns. r 42'-0' 42''P i 15-0' L . Pynrs Kmvalwme - - 3 'i ILLi - 5T•0 57-0• c I� LIT i f. �' - �-. ' ` • ! Yl +�I !. il• .. la1�Y'l�ii xr ';I �� �i I��. � fl. iNagrroGa.Giaud�o,a RI h5 f i L' 41 . 1 � I i Pedestrian Light Poles: .i a i i I Altenla(rvel .' I 7 nIl . II__,I �y J I 10'-0' I 13'-0 - I 11-0` { 111'-0' i'-0�;�. 111-0 1 11I-0- {ii 13'-0' ''-0• 10'-0" `dl(6Wahve"2 F Gateway Condition --- C. L rj Scale: 1"=25' rj Metro East Public Ri ealm Amenity Plan 34' 75B-302 Improved Streetscape'' Wider sidewalks iri conjunction with the parkway . Typical Plan:and Section enhance the overall quality of the nw urban eronmerit for both pedestrians and automobiles 1-provemehts: 10',Vs 8' 5idewalk ■ 5','parkway at cu , Infill e Magnolia G(andrflora or, - siririfar at t_ 30' o c along . sidewalk -, t. fit `i f _ ,I 42-0':. � II 1i-42-o' :� -• 'F Magrlolra Grano)a I ' PedestrIan, Li9ht'Poles: A!(emanve 4 73-0 :,7 11'-0° 11'-0.. 14 ivc• li} 114r �r I 70-0°J. ,} -.13.-0° ' Al%etmanpe 2 l 11 k 1 Central Street Corridor ' rG j B S'ale:1'=25' 1yq of&mu Anu; - :.` Metro 'C st Pgblic Realm--tYmeflity,Piab 35 75B-303 Irnproved Streetscape Typical Plan and Section Improvements: x`One lane.in'each direction .' with parking on both sides ,. -1 ,,4' parkway -at curb' , ? ;_Pedestrian light .poles'at t, I, •` 60' o:c, in linewith t�eg's.' ,' � . ' �Infill• ` ` !: Ligldambar or similar at ± -. 30'-'oc. along sidewalk: rY-- Qqqa.% - , Ui Wdambar .'_.: fi Pedestrian Light Poles.: 1 c AllenraflYe:l i I i -A —1 "Alt emati4a 1' ^ 61�=a(Svruv Ana Decorative paving and pedestrian scaled lighting place an emphasis on the walkable nature of the district. iro• zr-0 zz-0 iru• h i 4 f Secondary Local Access Streets Scale: 1 "=25' 75B-304 "Proposed Streetscape Greater allowances for the parkway provide a.physical TypicaLPlanandSection buffer between:pedestnansand`aiitomobiletrafficllh 1 : fum; this'bufferincreases fhe conifori level for '.pedestrians...,-.'. ,'Improvements ■;8' sidewalk ■84' Parkway a btirb ■ LePtospermum or sfmllar at , t' 30' o c along sidewalks_ Byrus,Kawakamu or similar.''. at'±30' o:c along sidewalk ospernnan m Llght Poles... Alleiwarrve I i•. " r ,. Alrernarrvejl.:.', 2� + I' r I � 13-0 ``11.,-0"� 11, 10.0 v l I. Main Traffic Corridor i „ y fi t I� 1 Y ' ii 11 1 e \,� bcafe: i =zo- \Ietro.Past Public P:ea1m Amenity Plan 37 75B-305 r- L Proposed Stieetscape Plan and Section Improvements:'. -V sidewalk 1 ■ 4' parkway at curb .: New pedestrianlight poles at, t 66' o.c` in line with trees W'Plataniis or similar at't 30' - o:d: along sidewalk m .Pyrus Kawakamii'.or similar. - i at±30'o.c along'mediari. . ._ Lagerstroeriiia'Indicabr '. s'imiiar at±20' o.c:.albng'::. -median Mamma ' Pedestrian Llaht Poles: Altenrarnea ,- I-; p: A variety of trees located at the curb and the median give the street a diverse range of colors and textures as the seasons progress. L 1. 10-01 1. 32'-0' I. 32'-0' I 12-0' I Typical Local Access Street Scale: 1 "=25' f' I ti L. caj fSwo.A.. - N,Ielro.East Public Realm Amenity Plan . 38 75B-306 sidewalk':. �'sibeu4alk,' ` s - L W-0' I 22-V 1 2Y-0• I. 1v-W I �I Typical Main Street 1; D Scale: 1"=25' r Y a _� r• e1-u�sarteaMn Metro East Public Re: m rimemtt Plan ,. 75B-307 Proposed Streetscape Located between _First and Fourth Street, the Typical Plan and Section pedestriari-oriented street creates a natural gathering place for the community. lmprovemerils::' .''37'- decorative. paved street with pedestrian orientation ■ Bollards -5' from one-way .,alley`at ±'i 6' o.c: :. Pedestrian light poles.at± 60'-6.&Jn line -with trees Koelreuteria Bipinnata 21' from :curbt30'oic. , I 3T-0' 1 26'-0' 1 37-0° 0 i-26'-0" 'l tom{ e o ad 16'-0' 5,4r o a Koelrerireiia Bipinnara 1 $ Pedestrian Light Pole. - ---jAire17101i1'8-i 064 — I ,h ` t. t Alimialive;2' - i;� " / F. Pedestrian -Oriented Street - — i " Scale: V=25' \Metro Cast Public Realm Amenity Plan. � � � � _ �•'<<0.� r- L i' L L. t' r L t` u c r u r- L. L r. L L": 75B-308 i Metro.East Public Realm Amenity Plan Cost Estimate .. 0 EAST PUBl10 RFAL% A —M"M— PIAN COST ESTOUIE FOR At4FNliy wpROVESZNTS Itli� NwhMr of ImP To �rtanl Netee (N) Roadmaye (v wmflon) mtafdmnpnent (N) ftndw (wlptrvtlon) rottof dmbpnont (N) St W. (mquEdlbn) rmtafdmlmnent DO Ndm (room ou-0 real of dmnpnont (N) Pared Sd.w If GWden Gpde Drys amum lest SI6 35,000 5560.000 (N) Pared Surfea at (N) Aeey . aot of deve0pnem (N) Pubft Open Sm.(pcWWtIa) sq. het $125 43.500 $5.432,SW moons pvN Of eppmatwbl/ 000=0 of vw open spxeb fti t (N) PON. Open Span(wdsbpe ord wWwpe) wuan lest Sm 43,500 $820.000 nom-e hnprveoem of one eve of new coon apace (N) hft M OandaPvpe Whprovmneme) . rmt ddmbpnem madlane (W cape and wfbbpe hnprPvemenb) K. feet 96 n,Sm S141,000 bdpttbn wive feet 93 23,500 570$00 db ante (N) Tren (e reen, decldwhq and ftveMg) each 51,000 Sm saw.0W (N) ttee Guards each S1,0m 100 5100,000 Goldin Ctrb D. only (N) Two Gmtoe eu 51.000 lm SI00.WD Gvld Ur Drive oNy (IO Fadra Start llghvm / Mao each S3,500 !PS $962,sm (N)6o0Wd1 earn $ZW 200 3150,0m. (N) hash Revptecba each SM 100 52S.DW (N) ft l , earA 51.2so 100 S12S,OOO i VO atryde Redo each $1.250 Im S12 = (N) N.PSPer Rpc each SI.m0 20 SSO.GW (N) 6m SNNten cad S30,000 T 3210,000 aFowuwe (N) WsyPoSErg / MWd Idwdty ea9 $25O.M.00 S250,000 Aowah[e Gateway M.W. each S25,Omx0 2 'S50A00 mowahro i Water Featvn / Fow e-sN S50,OWA0 4 S2W,WO alanaee SWtoW VO Cmb 110.Z465W Yrlsdvs unuap[or O SP ComFBmcyB 20% 5204930 Elhpineop and DWpn @ 5% S M nO GpuOurtbh Navgement 0 5% S614790 Subtotal Pietro Fart PubLt Wel AmeNy Cade 513525380 Aaauma tdlatbn Vv, Pm7apt Du". 0 20% S2.7050Z6 I Metm Ott RSNio Realm MUNy carte il6 25045fi GnvfSpnto rinu.-\4cuo`Gast Public Realm-2fimenity Plan 75B-309 75B-310 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: PUBLIC HEARING — RESOLUTION TO AUTHORIZE NEGOTIATIONS FOR THE SALE OF PORTIONS OF CITY -OWNED REAL PROPERTY AT 1301 AND 1305 WEST 12TH STREET (NON -GENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3, 2C) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing direct negotiations for the sale of portions of two City -owned properties at 1301 and 1305 West 12th Street, without the need for public auction or competitive bidding, as permitted by Section 2-709 of the Santa Ana Municipal Code upon two-thirds vote of the City Council. DISCUSSION During the course of the Bristol Street Improvement Project, the Public Works Agency has acquired numerous properties along the corridor. The subject properties at 1301 and 1305 West 12th Street (APN 004-113-34 and APN 004-113-19, respectively) were acquired as part of Bristol Street Improvements Phase 3A using Orange County Transportation Authority (OCTA) funding appropriated for this project (Exhibit 1). The purchase price was based on appraised values prepared by a state -licensed appraiser. The remnant portions of these properties that will remain after the Bristol Street Improvement Project is completed will not be used by the City and are being held for purposes of exchange or sale. To accommodate the street improvements and to avoid a full acquisition, the City executed a partial acquisition of 1220 N. Bristol Street (APN 004-113-35), immediately to the north of 1301 and 1305 West 12th Street. The property owners, hereby referred to as "Marshall -Kelly," are interested in acquiring the subject remnant properties, in order to regain their parking lot and upgrade their overall site. Due to the proposed construction of a cul-de-sac located south of the properties on 12th Street, the remnant parcels will be irregular in shape. The total combined area is approximately 8,322 square feet, currently zoned for commercial use, and with no independent utility, presenting a challenge to market and sell. For these reasons, staff recommends direct negotiations with Marshall -Kelly to facilitate a sale of these properties that will be mutually beneficial to all parties. 75C-1 Public Hearing — Resolution to Authorize Negotiations for Sale of City -owned Real Property at 1301 and 1305 West 12th Street August 21, 2018 Page 2 Under the Santa Ana Municipal Code (SAMC) Section 2-706, surplus real property may be sold (after authorization by the Council) only to the highest bidder, subject to final confirmation by the Council and with notice of the sale given by newspaper publication. However, SAMC Section 2- 709, provides an exemption to this procedure and permits a sale on direct negotiations without the need for public auction or competitive bidding, upon two-thirds vote of the City Council after a duly noticed public hearing. 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 There are no environmental impacts associated with this action. FISCAL IMPACT There is no fiscal impact at this time. Revenue from the sale of these City -owned properties must be recognized in the Select Street Construction and OCTA Measure M2 Street Construction funds used for the acquisition. Upon conclusion of the negotiations, staff will bring the transaction details, including the revenues generated, for City Council authorization to recognize, receive, and di t 'bute the proceeds in accordance with Agreement C-8-1157 between the City and OCTA. I Fuad S.elreiss, PE, ExecutitiveI Director Public Wdrks Agency Exhibits: 1. Location Map 2. Resolution 75C-2 4 CNTS) MATCH I E tM BELOW FXW 9TH STREET 405-262.26 L-E WASHINGTON AVENUE 405-262-25 MARSHALL- 10 •274.12 KELLY r N 405-262-24 o IB 271-11 105-262-23 A� 405.262-22 405.262.21 12TH STREET 05-271.10 r � g J n 425.274.09 y— 405.262-33 m ffm STREETW 105-262-32 i m 105.262.31 n CMC CENTER DR. = J 405.262.30 m mm YJ YYYYJJJJm 105.262.29 105.262.20 A LEGEND: -SUBJECT PROPERTIES - PARTIAL ITION PREVIOUSLY LY ACOACOOIREO SANTA ANA PUBLIC HEARNG - RESOLUTION TO NEGOTIATION FOR THE SALE OF P( P W A CtTlf 1305 WEED ST PROPERTY ST�REETT (NON -GENERAL FUND) IStratedc Plan No. 6.10 3, 1 CHLM SEE TOP LEFT ei� J PAGE 1 OF 1 75C-3 75C-4 jmf 712312018 RESOLUTION NO.2018-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING DIRECT NEGOTIATIONS FOR THE SALE OF PORTIONS OF CITY -OWNED REAL PROPERTY AT 1301 WEST 12TH STREET AND 1305 WEST 12TH STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In 2016 and 2017, during the course of the Bristol Street Improvements Project, the City acquired the adjacent real property at 1301 West 12�h Street and 1305 West 12t' Street. B. The portions of these properties that will remain after the Bristol Project is completed have not been, and will not be, used by the City and are being held for purposes of exchange or sale. C. The owner of the property immediately north of 1301 West 12'" Street and 1305 West 12t' Street, known as Marshall -Kelley, LLC, operates that property on a commercial basis. Marshall -Kelley, LLC has expressed interest to acquire portions of the real property at 1301 West 121h Street and 1305 West 12th Street to upgrade its overall site and expand parking that was adversely impacted by the Bristol Project. These properties are of irregular size and shape, are zoned commercially, and have little or no independent utility. D. Santa Ana Municipal Code section 2-706 establishes the procedures for the sale of City -owned surplus real property. Under these procedures, following council authorization for sale, City -owned surplus real property shall be sold by competitive bidding to the highest bidder subject to final authorization of the City Council. E. As permitted by Santa Ana Municipal Code section 2-709, the sale of City - owned real property may be exempted from this manner of sale upon 2/3 vote of the City Council after a duly noticed public hearing, whereby the sale may instead be made upon a basis of direct negotiations without the necessity for public auction or competitive bidding, when the authority to so negotiate has been granted by the City Council. Resolution No. 2018-xxx Exhibit 2 Page 1 of 3 75C-5 imf 7/23/2018 F. On August 21, 2018, the City Council held a duly noticed public hearing after which a 2/3 majority of the City Council _voted to exempt the sale of portions of the real property at 1301 West 121' Street and 1305 West 121" Street from competitive bidding and authorize direct negotiations for their sale with Marshall -Kelley, LLC. Section 2. The City Council of the City of Santa Ana hereby exempts the sale of portions of the City -owned real property at 1301 West 12fh Street and 1305 West 121h Street from the competitive bidding procedures in Santa Ana Municipal Code section 2- 706 and authorizes the City Manager or his or her designee to negotiate directly for their sale with Marshall -Kelley, LLC, in accordance with Santa Ana Municipal Code section 2- 709. 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 218t day August, 2018. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: /YV.Z. *fin M. Funk Assistant City Attorney AYES NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers Miguel A. Pulido Mayor Resolution No. 2018-xxx Page 2 of 3 75C-6 jmf 712312018 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council do hereby attest to and certify the attached Resolution No 2018-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on August 21, 2018. Date Clerk of the Council City of Santa Ana Resolution No. 2018-xxx Page 3 of 3 75C-7 75C-8 REQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE AN AGREEMENT WITH KEYSER MARSTON ASSOCIATES FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (STRATEGIC PLAN NO. 5, 4) NCY MANA R EXECUTIVE DIRECTOR JOINT RECOMMENDED ACTION s �srr CLERK OF • ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on ls' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council, and the Executive Director of the Housing Authority to execute the on -call consultant agreement between the City of Santa Ana and the Housing Authority with Keyser Marston Associates for affordable housing financial, analytical and advisory services for a three-year term beginning on August 21, 2018 through August 20, 2021, in the amount not to exceed $200,000, subject to non -substantive changes approved by the City Manager and City Attorney, and Executive Director and Authority Counsel. On May 22, 2018, the City of Santa Ana issued a Request for Qualifications (RFQ # 18-046) for Affordable Housing Financial, Analytical and Advisory Services from professional consulting firms to provide financial analytical and advisory services for general multifamily affordable housing financial advisory services; general single family affordable housing program financial analytical services; multifamily and/or single family bond issuance financial advisory services; and the City's Inclusionary Housing Program financial analysis. The RFQ was posted on the City's website; a public notice was published in the Orange County Register; and letters announcing the RFQ were sent by e-mail to individuals and firms who had previously requested to be informed of such opportunities as well as other firms that staff identified through research. The Community Development Agency received four proposals before the submission deadline which, following a minimum threshold review by staff, met the minimum requirements of the RFQ. For evaluation purposes, staff formed a Review Panel consisting of four staff from the Community Development Agency. The Review Panel met on June 18, 2018 to review the proposals. Each proposal was evaluated by the Review Panel based upon the evaluation criteria in the RFQ. The following table summarizes the results of the evaluation by the Review Panel, providing the average score and ranking for each proposal: 80A-1 Agreement with Keyser Marston Associates August 21, 2018 Page 2 Rank Proposal Submitted By Average Score* 1 Keyser Marston Associates 94.25 2 CSG Advisors 90.75 3 National Development Council 88.25 4 RSG, Inc. 84.75 *Maximum score is 100 points The top -ranked proposal was from Keyser Marston Associates and the Review Panel recommends that the City of Santa Ana enter into a three-year term agreement with Keyser Marston Associates in the amount of $200,000. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 4 (Support neighborhood vitality and livability). FISCAL IMPACT Funds are available in the Community Development Agency's programs for FY 2018/19, and will be budgeted in future fiscal years for anticipated expenditures as follows: CDBG 13518780-62300 $15,000 HOME 13018780-62300 $15,000 CDBG-HOME 13518780-62300 $15,000 Inclusionary 41718820-62300 $15,000 SA $15,000 $10,000 $40,000 $15,000 $10,000 $40,000 $15,000 $10,000 $40,000 $15,000 $10,000 $40,000 Housing 60718810-62300 $15,000 $15,000 $10,000 $40,000 Successor Totals $75,000 $75,000 $50,000 $200,000 -=fn,AA,— Steven A. Mendoza Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: Sergio Vidal C go Assistant Director Finance and Management Services Agency Exhibit: 1. Agreement with Keyser Marston Associates 80A-2 EXHIBIT 1 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 21" day of August, 201:8,. by and between Keyser Marston Associates, Inc. (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California, and the Housing Authority of the City of Santa Ana (hereinafter collectively referred to as the "City"). RECITALS A. The City desires to retain a professional consulting firm to provide financial, analytical and advisory set -vices for general multifamily affordable housing; general single family affordable housing program financial and analytical services; multifamily and/or single family bond issuance financial and analytical services; and financial analysis pertaining to the City's Housing Opportunity Ordinance. Accordingly, on May 22, 2018, the City issued a Request for Qualifications (RFQ #18-046) for Affordable Housing Financial, Analytical and Advisory Services attached hereto as Exhibit A and incorporated herein by reference. B. Consultant represents that Consultant 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 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 provide affordable housing financial, analytical, and advisory services, as set forth in more detail in the Consultant's Proposal attached hereto and incorporated herein as Exhibit B. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to the City any work product that results from the services provided, with the exception of Consultant's proprietary computer models. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, and drawings, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials, excluding proprietary computer models. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B (Pee Schedule). The total sum to be expended under this Agreement shall not exceed two -hundred thousand dollars ($200,000.00) during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice, including a detailed breakdown of the services and tasks performed, hours and hourly rates related to performance of those services and tasks, subject to City accounting procedures. c. 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. In the event that the City disputes a portion of Consultant's invoice, any sums not in dispute shall be remitted to Consultant. 4. TERM This Agreement shall commence on the date first written above and terminate on _August.20, 2021, unless terminated earlier in accordance with Section 13, below. The Term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City, This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. 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 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 in substantially the form attached hereto as Exhibit C 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. 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. 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 General Counsel. (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. 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 effect Consultant's right to be paid for its time and materials expended prior to notification of termination. • R M 7. INDEMNIFICATION 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 negligent performance of services of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the 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 Consultant's negligence or willful misconduct on the performance of this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE , Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. .1 M .l 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 City of Santa Ana Executive Director of Community Development Agency 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 647-6515 To Consultant: Keyser Marston Associates, Inc. 500 S. Grand Avenue, Suite 1480 Los Angeles, CA 90071 Phone: (213) 622-8095 FAX: (213) 622-5204 A party may change its address by giving notice in writing to the other party. Thereafter, 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. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, 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 5 80A-7 representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each patty to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any patty, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant 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 City Manager may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product, with the exception of Consultant's proprietary computer models, shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. 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. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or 6 proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. DISCLOSURES AND DISCLAIMERS City acknowledges and agrees that: (i) Consultant is not advising or recommending any action be taken by the City with respect to any prospective, new or existing municipal financial products or issuance of municipal securities (including with respect to the structure, timing, terms and other similar matters concerning such financial products or issues); (ii) Consultant is not registered with the U.S. Securities and Exchange Commission ("SEC") as a municipal advisor; and (iii) Consultant is not acting as a municipal advisor to City and does not assume any fiduciary duty hereunder, including, without limitation, a fiduciary duty to City pursuant to Section 15B of the Exchange Act with respect to the services provided hereunder and any information and material contained in Consultant's work product. City represents that: (i) City is not looking to Consultant to provide, and City shall not otherwise request or require Consultant to provide, any advice or recommendations with respect to municipal financial products or the issuance of municipal securities (including any advice or recommendations with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues); and (ii) The provisions of this contract and the services to be provided hereunder are not intended (and shall not be construed) to constitute or include any municipal advisory services within the meaning of Section 15B of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations adopted thereunder. 7 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on folloWngpagel Fi l l 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 ATTEST: MARIA D. HUIZAR Recording Secretary APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Ryan od Assistant City Attorney/Authority Counsel Consultant By: Kathleen Head Managing PrincipaYVice President Tax ID # 94-2363741 CITY OF SANTA ANA RAUL GODINEZ II City Manager HOUSING AUTHORITY OF THE CITY OF SANTA ANA STEVEN A. MENDOZA Executive Director 80A-11 RE QUEST FOR QUALIFICATIONS (RFQ #18-046) i6: 80A-12 REQUEST FOR QUALIFICATIONS RFQ # 18-046 AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES CITY OF SANTA ANA Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 Judson Brown Housing Division Manager (714) 667.2241 Office (714) 647-6549 Fax ibrown ansanta-ana.orm KEY RFQ DATES Issue Date: Tuesday, May 22, 2018 Proposal Due Date: Tuesday, June 5, 2018 at 5:00 P.M. City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 1 NOTICE INVITING QUALIFICATIONS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to provide Affordable Housing Financial, Analytical and Advisory Services, Responses to this Request for Qualifications (RFQ) will be accepted until Tuesday. June 51', 2018 at 6:00 P.M. If further Information is required, please contact Judson Brown, Housing Divislon Manager, at (714) 667-2241 orjbrownga Santa-ena.org. MAILED, E-MAILED, DELIVERED BY HAND or COURIERED proposals will be accepted as follows: Attention: Judson Brown, Housing Division Manager City of Santa Ana Community Development Agency (61a Floor) 20 Civic Center Plaza, M-26 Santa Ana, CA 92701 Ibrown0sants-ana.orq It Is the responsibility of the proposer to see that any proposals submitted shall have sufficient time to be received by the City of Santa Ana prior to the proposal due date and time. Questions regarding this Request for Qualifications shall be made in writing via e-mail to Judson Brown at lbrown((Dsgn_ta-ana.orq. The receiving time at the Front Desk of the City of Santa Ana Community Development Agency, 6u Floor, 20 Civic Center Plaza, Santa Ana CA 92701 will be the governing time for the receipt of proposals or the e-mail receipt date. Late Proposals will NOT be considered and will be returned to the proposer unopened. TELEGRAPHIC. ELECTRONIC AND FACSIMILE PROPOSALS WILL NOT BE ACCEPTED ONLY SEALED RFQ RESPONSES ARE ACCEPTABLE 00 NOT FAX RFQ RESPONSES City of Santa Ana Community Development Agency Request for Quallficatlons —Affordable Housing Financial, Analytical and Advisory Services Page 2 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PAGE I. INTRODUCTION 4 11. PERIOD OF CONTRACT 4 111, SCOPE OF WORT( / SERVICES 4 IV, GENERAL INFORMATION 4 V. CONTRACTOR RESPONSIBILITIES 5 VI, INSURANCE REQUIREMENTS AND CITY BUSINESS LICENSE 5 VII. RULES FOR PROPOSALS 6 Vill. E-MAIL COMMUNICATIONS AND INTERPRETATIONS 1 6 CLARIFICATIONS -IX. ADDENDA 6 X. SUBMITTAL INFORMATION AND DEADLINE 6 XI, MINIMUM QUALIFICATIONS 6 XII. SUBMITTAL REQUIREMENTS 7 XIII. CONTRACTOR SELECTION - SCORING AND EVALUATION 8 XIV. PUBLIC RECORDS 9 XV. FILING A PROTEST 9 EXHIBIT A SCOPE OF SERVICES 10 EXHIBIT B PROPOSERS STATEMENT AND FEE SCHEDULE 13 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL 14 GENERAL LIABILITY AND BUSINESS AUTOMOBILE POLICIES EXHIBIT D REFERENCES AND RELEVANT WORK HISTORY 15 EXHIBIT E PROPOSAL AND CONTRACT AGREEMENT - PROPOSERS 17 STATEMENT EXHIBIT F PROPOSAL AND CONTRACT AGREEMENT -CERTIFICATION 18 OF NONDISCRIMINATION BY CONTRACTOR EXHIBIT G NON -COLLUSION AFFIDAVIT 20 City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Flnanclal, Analytical and Advisory Services Page 3 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) INTRODUCTION The City of Santa Ana (City) and the Housing Authority of the City of Santa Ana (Authority) are issuing this Request for Qualifications (RFQ) for Affordable Housing Financial, Analytical and Advisory Services from professional consulting firms to provide financial analytical and advisory services for general multifamily affordable housing financial advisory services; general single family affordable housing program financial analytical services; multifamily and/or single family bond Issuance fnanclal advisory services; and the City's Incluslonary Housing Program financial analysis. The scope of work may Include any and all work efforts related to EXHIBIT A —SCOPE OF SERVICES, 11, PERIOD OF CONTRACT Unless earlier terminated as allowed for in the Agreement, the agreement term shall be for a period of up to three (3) years. The agreement term is anticipated to commence after City Council award of this agreement and upon receipt and approval of all required insurance documents. The term of this Agreement shall have provision for three (3), one- year renewal options exercisable by the City Manager and City Attorney unless the City notlfies the Consultant in writing at least thirty (30) days before the end of the initial term or any extended term, of Its Intent to terminate the Agreement at the conclusion of the initial term or any extension. 111. SCOPE OF WORK/ SERVICES The scope of work may Include any and all work efforts related to the Affordable Housing Financial, Analytical and Advisory Services per EXHIBITA— SCOPE OF SERVICES The Contractor shall be an independent contractor capable of providing experienced, knowledgeable and professional staff. The Contractor shall be responsive and maintain excellent working relationships with city residents, businesses, government officials and City staff. The Contractor shall provide adequate staffing levels at all times and adhere to established schedules. The Consultant shall be knowledgeable of and comply with federal, state and local regulations, including but not limited to the California Health and Safety Code and the Santa Ana Municipal Code. IV. GENERAL INFORMATION A. The term of the contract will begin after the contract is awarded by the City Council, City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 4 B. When determined appropriate, the City will provide Information In its possession relevant to preparation of required information in the RFQ. The City will provide Oily the stall assistance and documentation specifically referred to herein. C. The Contractor shall be responsible for retaining data, records and documentation for the preparation of the required information. These materials shall be made available to the City as requested by the City. D. This RFQ does not commit the City to pay costs incurred in preparation of a response to this RFQ. All costs Incurred In the preparation of the proposal, the submission of additional information and/or any aspect of a proposal prior to the award of a written contract will be borne by the respondent. The City reserves the right to accept or reject the combined or separate components of a proposal in part of In Its entirety or to waive any Informality or technical defect In a proposal. E. All data, documents and other products used, developed or produced during response preparation of the RFQ will become property of the City. All responses to the RFQ shall become property of the City. Proposer Information identified as proprietary Information shall be maintained confidential, to the extent allowed under the California Public Records Act. F. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identlfled in the response to the RFQ and the City reserves the right to reject any subcontractor(s). Subcontractor(s) shall be the responsibility of the prime Contractor and the City shall assume no liability of such subcontractor(s). ' V. CONTRACTOR RESPONSIBILITiEs The selected Contractor will assume responsibilities for all services in its proposal. The selected Contractor shall Identify a sole point of contact for contractual matters, Including payment of any and all charges resulting from the Agreement. VI. INSURANCE REQUIREMENTS AND CITY BUSINESS LICENSE CGL _(Commercial General Liability), — CGL Insurance Is required when the Consultant will be performing services on City property or receiving City grant funds. A $1,000,000.00 per occurrence with $2,000,000.00 In the aggregate policy is required. The certificate of Insurance must provide 30- day notice of cancellation or material reduction in policy limits. Additionally, the City of Santa Ana and the Housing Authority of the City of Santa Ana, Its officers, agents, volunteers and employees shall be named as an additional Insured via an additional Insured endorsement. The additional insured endorsement, attached as Exhibit C, shall provide that the Consultant's insurance Is primary to any Insurance or self-insurance carried by the City as well as a separation of insured's clause. Automobile - Automobile Insurance Is required when the Consultant will be driving from one City site to another City site in a non -City vehicle. A $1,000,000.00 per occurrence policy for owned, hired and non -owned automobiles is required. Worker's Compensation — In accordance with the provisions of Section 3300 of the California Labor Code, any Consultant with employees must maintain employer's liability Insurance with limits not less than $1,000,000.00 per accident. Worker's Compensation Is not required for sole proprietors or a City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 5 80A-17 VII. Vill. lA R M partnership with no employees. However, these Consultants must complete a "Worker's Compensation Ueciaration.` This form may be obtained irorn Uity stuit. Professional Lfabillty — Professional liability Insurance is required for state licensed professionals, such as, engineers, architects, CPAs, attorneys and medical professionals. A $1,000,000.00 policy Is required. City Business License - The selected proposer shall be required to obtain a City of Santa Ana Business license within thirty (30) days of selection and must provide a copy to the City project manager or designee prior to commencing any work in Santa Ana. RULES FOR PROPOSALS The signer of the RFQ must declare in writing that the only person, persons, company or parties Interested In the proposal as principals are named therein; that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that It Is In all respects fair and in good faith without collusion or fraud; and, that the signer of the proposal has full authority to bind the proposer. E-MAIL COMMUNICATIONS AND INTERPRETATIONS / CLARIFICATIONS To facilitate the RFQ process, proposers are required to monitor and respond to a -mail requests within 48 hours. No oral interpretations will be made by the City to any proposer as to the meaning of requirements Identified herein including the Scope of Services. Every request for such an Interpretation must be made In writing via a -mail to Judson Brown, Housing Division Manager, no later than Tuesday, May 29, 2018 at 5:00 p.m. Significant Interpretations or clarification will be made by an addendum to this RFQ, which will be posted to the website, Addenda may become part of the agreement documents, ADDENDA If clarification or interpretation of this RFQ Is considered necessary by the City, a written addendum shall be issued and the Information will be posted on the Clty's website at http://www.santa- ana.ocalbids-rh) . It is the responsibility of each proposer to periodically check the City's website to ensure that they have received and reviewed any and all addenda to this RFQ. SUBMITTAL INFORMATION AND DEADLINE Proposals are due to the City of Santa Ana, at the date, time and location set forth on the Notice Inviting Proposals. Faxed Proposals will not be accepted. MINIMUM QUALIFICATIONS The following are the minimum qualifications to be considered as an eligible candidate to submit proposals for the requested services described In this RFQ. Proposers shall have a minimum of five (5) City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 6 FOODINFOO years recent experience in providing financial analytical and/or advisory services for affordable housing projects. Proposers shall have a minimum of uve (b) years of recant experience working with affordable housing projects and various funding sources (i.e. HOME Investment Partnerships Program (HOME) funding, Community Development Block Grant (CDBG), Low -Income Housing Tax Credit, bond financing). XII. SUBMITTAL REQUIREMENTS The RFQ Is intended to assess and evaluate each firm's capabilities as they apply to the proposed services. Each firm must address each of the following Items in its response to the RFQ: 1) Statement of Qualifications — In order to maintain uniformity, the Statement of Qualifications must be limited to a MAXIMUM OF 25 PAGES (excluding front and back covers). The page limitation Includes all appendices, attachments and supplemental information. The following Information is required: a) Cover Letter: A letter signed by a principal or authorized representative who can make legally binding commitments for the entity. b) Organizational Background: A brief description of the consultant's firm, Including the year the firm was established, type of organization (partnership, corporation, etc.), and a statement of the firm's qualifications for performing the subject consulting services. c) Scope of Services: Include a detailed description of the components of housing financial analytical and/or advisory services. d) Firm or Personnel Experience: A profile of the firm's experience, personnel and history relating to the scope of work Identif led in Exhibit A — Scope of Services. Include a description of the company profile, Including range of the firm's capabilities and service. In addition, provide the names of all personnel who will be assigned to this project, their education and previous experience. e) Relevant Experience: List of financial analytical and/or advisory services which your firm or personnel have completed within the last five (5) years. Information should include project description, year completed, client name, along -with -a -person -to -contact -and his/her telephone number. f) Sub consultants: Identification is required of any contemplated sub consultants to be used, with the Identification of personnel to be assigned, their qualiflcations, education, and representative experience. g) References: The Consultant shall submit a list of references comprised of a listing of work similar to that identified in the RFQ. h) Fee Schedule: The fee schedule shall Include the hourly rates for each personnel category to be used on the project and/or fee for each type of service. Personnel hourly rates shall reflect all costs for office overhead, including phones, cellular phones, vehicles, mileage and other direct and Indirect costs. This fee schedule shall reflect all anticipated fee Increases. The fee schedule shall Include the proposed fees and timeframe for the completion of (1) a subsidy layering analysis for an affordable multi -family project; and (2) financial advisory services for a multi- family bond Issuance. 2) EXHIBIT B —PROPOSERS STATEMENT AND PROPOSAL ITEM PRICING 3) EXHIBIT C — ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY (NOT REQUIRED UNTIL AFTER CONTRACTOR SELECTION) City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 7 4) EXHIBIT D —REFERENCES AND RELEVANT WORK HISTORY (PAST 10 YEARS) 5) EXHIBIT E—PROPOSAL CONTRACT AND AGREEMENT— PROPOSERS STATEMENT 6) EXHIBIT F — PROPOSAL CONTRACT AND AGREEMENT— CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR 7) EXHIBIT G— NON -COLLUSION AFFIDAVIT Submittal of Proposal: • Five (5) copies of the response to the RFQ shall be signed by a company official with the power to bind the company. • One (1) copy of the submittal on a USB Flash Drive. • Structure your proposal to Include the Scope of Service response, Implementation Schedule, Fees / Contract Price and Exhfbits, The proposal must be completely responsive to the RFQ. The City reserves the right to reject any or all proposals submitted and no representation Is made hereby that any contract will be awarded pursuant to this RFQ or otherwise. MI. CONTRACTOR SELECTION — SCORING AND EVALUATION The criteria for evaluating the proposals submitted will take the following Items Into consideration: POINTS EVALUATION CRITERIA 35 Qualifications and Company Experience 30 Demonstrated and Relevant Affordable Housing Experience 35 Fee Schedule 100 TOTAL POINTS City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page B The ptuposais will be reviewed by a cummillee of Gity staff members. Tile commiuee will evaluate Proposers based on their response to the RFQ. A final score will be calculated for each submitted proposal and used to rank the proposers. The most responsive proposers will be Informed after the scaring and evaluation Is complete. The committee will recommend award of the contract to the proposer who will provide the best quality service to the City. The City reserves the right to negotiate pricing and for additional Interviews. The City will notify the successful firms by email of invitation for a final oral Interview and/or award. XIV. PUBLIC RECORDS Proposals will become public record after award of agreement. Interested offerors may submit a written request, with a self-addressed stamped envelope to receive results of the evaluation. Proposer information Identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. Submit your request to: City of Santa Ana Community Development Agency, Attn.: Judson Brown, Housing Division Manager, 20 Civic Center Plaza M-26, Santa Ana, CA 92701. XV, FILING A PROTEST Bidders may file a "protest" with the City's Community Development Agency — Housing Division. In order for a vendor's protest to be considered valid, the protest must: 1. Be filed in writing within five (6) business days of either the RFQ posted date or before 6:00 p.m. of the 6th business day following the posting of RFQ results/Noflee of Intent to Award Contract on the City's website; 2. Clearly identify the specific Irregularity or accusation; 3. Clearly Identify the specific City staff determination or recommendation being protested; 4. Specify, in detail, the grounds of the protest and the facts supporting the protest; and 5. include all relevant, supporting documenlation with the protest at time of filing. If the protest does not comply with each of these requirements, it will be rejected as Invalid. If the protest is valid, the City's Housing Division Manager, or other designated City staff member, shall review the basis of the protest and all relevant information. The Housing Division Manager will provide a written decision to the protestor within fourteen (14) calendar days from receipt of protest. The decision from the Housing Division Manager, or her/her designee, is final and no further appeals will be considered. City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 9 80A-21 EXHIBIT A CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) SCOPE OF SERVICES 1. INTRODUCTION The City of Santa Ana (City) and the Housing Authority of the City of Santa Ana (Authority) are issuing this Request for Qualifications to provide affordable housing financial, analytical and advisory services for various affordable housing programs and projects. The City and the Authority administer a variety of programs for developing affordable housing funded by federal, state and local sources. These include affordable housing funded by the Community Development Block Grant (CDBG) Program, HOME Investment Partnerships Grant (HOME) Program, Neighborhood Stabilization Program, Project -Based Voucher (PBV) Program, Low and,Moderate Income Housing Asset Fund (LMIHAF), local Incluslonary housing funds, and housing revenue bond financed programs. In order to enhance its financial capacities as a lender, the City and Authority are seeking proposals from affordable housing financial, analytical and advisory firms interested In providing their services in the following areas: (1) General multi -family affordable housing financial, analytical and/or advisory services; (2) Multi -family and/or single-family bond Issuance financial advisory services; (3) Incluslonary housing financial analysis and advisory services. IL Scope of Work The City and the Authority Intend to contract with one or more Financial Advisors to serve In a full - service capacity for purposes of advising the City and Authority, as needed, on all financial matters and programs of work involving affordable housing. The City of Santa Ana provides financing to affordable housing projects within the City through the use of the CDBG Program, HOME Program, Neighborhood Stabilization Program, PBV Program, LMIHAF, and local Incluslonary housing funds. As part of these projects, the selected consultant may be asked to: Perform financial analyses in connection with affordable and mixed -Income projects with a variety of affordable housing financing sources, Including affordable and market - rate rental housing, and affordable and market -rate ownership housing. Perform financial analysis and/or subsidy layering analysis for the structuring of the City's multifamily affordable housing development projects. Analysis should be completed to satisfy funding requirements, such as the HOME Program. Assist in compiling and analyzing general economic data regarding housing. City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 10 80A-22 Feilurm anulyses in ielatiun to the City's Housing Oppoilunity Ofdinauce and Inclusionary housing fund. • Complete subsidy layering analysis for multi -family projects. • Review construction budgets for multi -family projects. • Conduct annual financial oversight of HOME Projects. • Review Capital Needs Assessments. • Attend City Council, Housing Authority, and/or Community Redevelopment and Housing Commission meetings, as needed. The Authority Issues tax exempt mortgage revenue bonds for the purpose of developing or preserving affordable housing within the City. These bonds are considered "conduit" obligations. While the Authority issues the bonds, the project owner is always the borrower and has sole responsibility for repayment. There can be no recourse to either the Authority or the City. The Authority requires the services of highly qualified and experienced financial advisors to insure that these issuances are fiscally sound, that they protect the Interests of both the City and the Authority, and that they meet all applicable requirements of Federal and State law. Of particular Importance Is the ability of the selected firm(s) to provide quality services at reasonable cost with the objective of protecting the Authority's and the City's Interests and their affordable housing objectives through participation only In transactions which applicable standards of fiscal prudence. The services will Include, but not be limited to, the following: Preparation of a feasibility analysis to determine whether it is economically advisable to proceed with any given bond issuance. The analysis will Include but not be limited to an evaluation of the financial strength of the proposed project, including Its projected Income and expenses, an evaluation of any additional sources of security forthe bonds in addition to the project that may be required or advisable, and an evaluation of the developer's financial condition and experience. Identification, analysis and recommendations on all substantive matters pertinent to the proposed transaction, including advice in areas of Industry -specific knowledge that may affect the financing and the Interests of the City and the Authority. Assessment of the optimal use of housing assistance programs and funding sources that may be available In connection with a particular bond financing. These may Include but not be limited to HOME Program funds, Low Income Housing Tax Credits, other federal and state programs, and local programs such as the City's Inclusionary housing funds that may be available. Assistance in preparation of legal documentation for the financing. Participation in all meetings prior to the bond issuance. Assistance In the preparation and presentation of reports on proposed financing to the City and the Authority. Assistance In review and decision -making with respect to issues that may arise after the Issuance of the bonds and construction of the project Upon request, recommendations and advice regarding the City's and the Authority's policies and procedures relating to affordable housing. City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 11 cuntinuing legal advice, as noedeu acid tequebted, uoncerning any actions necessary to insure the continuing tax exempt status of the bonds, and to protect the interests of the City and the Authority, The City Attorney's Office will at all times serve as the City's and the Authority's own legal counsel In all matters respecting these tax exempt bonds, Bond counsel will be required to work with the City Attorney's Office In its conduct of these services. Payment of fees will require its approval. Responding firms are encouraged to review this Scope of Services, and to recommend any additions they might see as approprlate, City of Santa Ana Community Development Agency Request for 4uallficatlons —Affordable Housing Financial, Analytical and Advisory Services Page 12 TO BE INCLUDED IN I'kOPOSAL EXHIBIT B CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PROPOSERS STATEMENT AND QUALIFICATION FEE SCHEDULE Certification — I certify that 1 have read, understand and agree to the terms and conditions of this Request for Qualifications. I have examined the Scope of Services (Exhibit A) and I am familiar with the scope of work requirements. 1 am familiar with all of the existing conditions and limitations that may Impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. LEGAL NAME OF COMPANY PHONE AND FAX NUMBER ADDRESS NTED NAME OF AUTHORIZED AGENT SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS FEDERAL ID NO, (IF APPLICABLE) CONTRACTOR LICENSE NO. (IF. APPLICABLE) City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 13 EXHIBIT C CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY AND BUSINESS AUTOMOBILE POLICIES 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 M-26, 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 M-26, 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 part of Name Countersigned by: Authorized Representative City of Santa Ana Community Development Agency Request for qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 14 .O R M T, TO BE INCLUDED Ild PROPOSAL EXHIBIT D CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) List and describe the contracts performed by your firm which demonstrate your ability to provide the services Included in the scope of services. Attach additional paces if required for additional references. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. t Customer Name: Address: Contract Amount: Description of services provided: Reference No. 2 Customer Name: Address: Contract Amount: Description of services provided: Contract Individual: Phone Number: Facsimile Number: Year: Contract Individual: Phone Number: Facsimile Number: Year: City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 15 80A-27 Reference No. 3 Customer Name: Address: Contract Amount: Description of services provided: Contract Individual: Phone Number: Facsimile Number: Year: City of Santa Ana Community Development Agency Request for qualifications— Affordable Housing Financial, Analytical and Advisory Services Page 16 .O • 70 BE INCLUDED IN PROPOSAL EXHIBIT E CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PROPOSAL & CONTRACT AGREEMENT PROPOSERS STATEMENT Proposer understands and agrees that this written RFQ (or any part thereof specifically designated and accepted by the City of Santa Ana (hereinafter "the City") shall constitute the entire agreement between proposer and the City only after It has been accepted by the City, endorsed by the Clerk of the Council with his/her signature and official seal noting here on the action of approval of the Council, signed by the Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his/her approval of the form of this document, and Its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish the City all required bonds and certificates of liability insurance within ten (10) days (excluding Saturdays, Sundays and the CitVs legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by the City because of the failure to enter into an Agreement andlor furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by the City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFQ schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained In the Specifications, the Certification of Non -Discrimination by Owners, and the Workers' Compensation Insurance Certificate are to be Incorporated by reference Into this Agreement and are made specifically as part of this RFQ. SIGNED AND PRINTED NAME DATE City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 17 TO BE INCLUDED iN PROPOSAL EXHIBIT F CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR 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, national origin or any other protected class. 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, national origin or any other protected class. 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, national origin or any other protected class. 3, The Contractor shall send to each labor union or representative of workers with which he 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/services 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 City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 18 Fi R `a pruvided in Fxecuiive Order '11246 of September 24, 1955, or by rule, ibguiatiuns, of order ul the Secretary of Labor, or as otherwise provided by law. 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 8. Contractor may request that the United States enter Into such litigation to protect the Interests of the United States. 9. Pursuant to California Labor Code Section 1735, as added by Chapter 643 State. 1039, and as amended, No discrimination shall be made In the employment of persons because of race, religious creed, color national origin, ancestry, physical handicaps, mental condition, marital status, sex of such persons, or any other protected class, except as provided In Section 1420, and any Contractor violating this Section Is subject to all the penalties imposed for a violation of the Chapter. SIGNED AND PRINTED NAME DATE City of Santa Ana Community Development Agency Request for Quallfications—Affordable Housing Financial, Analytical and Advisory Services Page 19 80A-31 TO BE 114CLUDED 1i4 PROPOSAL EXHIBIT G CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICALAND ADVISORY SERVICES (RFQ) PROPOSAL AND CONTRACT AGREEMENT NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA, In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the PROPOSER declares that the bld is not made In the interest of, or on behalf of, any undisclosed person, partnership, company, assoclation, organization, or corporation; that the bid Is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other PROPOSER to put in a false or sham bid, and has not directly or Indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the PROPOSER has not in, any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other PROPOSER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the PROPOSER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged Information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note; The above Non -collusion Affidavit Is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. PROPOSERS are cautioned that making a false certification may subject the certlfler to criminal prosecution. State of California County of _ Subscribed and sworn to (or affirmed) before me on this who appeared before me. day of , 20 , by , proved to me on the basis of satisfactory evidence to be the person(s) Notary Public Signature Notary Public Seal City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 20 80A-32 EXHIBIT B CONSULTANT'S PROPOSAL 11 KEYSER MARSTON ASSOCIATES- ADVISORSINPUBLIC/PRIVATE REAL ESTATE DEVELOPMENT June 05, 2018 ARVISOAs IN: Real Esmte Redevelopment Affordable Housing Economic Development Judson Brown Housing Division Manager SAN FRANCISCO A.JerryKeyser City of Santa Ana Timothy C. Kelly Kate Emte Funk Community Development Agency (611 Floor) Dabble M. Kern David Donema 20 Civic Center Plaza, M-26 Los ANa u Santa Ana, California 92701 Kathleen 1L Head James A. Rabe Gregory D. Sao -Roo Re: Request for Qualifications for Affordable Housing Financial, Analytical and Kevin R. Angstrom Julie L.Ramey Advisory Services SAN DIEGO Paul C. Marra Dear Mr. Brown: Keyser Marston Assodates, Inc. (KMA)I is pleased to submit this proposal to the City of Santa Ana and the Santa Ana Community Development Agency (collectively referred to as the "City") request for qualifications to provide affordable housing financial, analytical and advisory services (RFQ). Specifically, KMA is proposing to provide financial and analytical assistance with multifamily and single-family housing projects and programs; bond issuance advisory services; and financial analysis of projects subject to the City s Inclusionary Housing Program. KMA is a full -service real estate, financial, and economic consulting firm with a specialization in affordable housing services. KMA brings in-depth expertise in a variety of financing techniques such as tax-exempt multifamily bonds, Low Income Housing Tax Credits, New Market Tax Credits United States Department of Housing and Urban Development (HUD) assistance sources, financing programs offered by the California Housing and Community Development Department (HCD), the Federal Home Loan Bank Affordable Housing Program funds (AHP), and the revenue sources that are available to the housing successors to former redevelopment agencies, KMA understands thatthe City wishes to enter into a three-year contract with the selected firm, with the possibility for three (3) one-year options. If KMA is selected, we 500 SOUTH GRAND AVENUE, SUITE 1480 > LOS ANGELES, CALIFORNIA 90071 Y PHONE 213.622.8095 W W W.KEYSERMARSTON.CDM 1806001 KMA KHH 19090.014 • ' 1 A L� will obtain a City of Santa Ana business license and provide the insurance certification required by the RFQ. We will also comply with the anti -collusion requirements that are spelled out in Exhibit G to the RFQ. For purposes of the response to the RFQ the Principal -in -Charge of this engagement, and the authorized signatory to a legally binding commitment, the KIuIA representative is: Ms, Kathleen Head, Managing Principal Keyser Marston Associates, Inc. 500 South Grand Avenue, Suite 1480 Los Angeles, California 90071 Telephone: 213.622.8095 /Fax: 213.622,5204 Email: kheaditas—ermarston.com KMA appreciates the opportunity to assist the City. If you require any additional information, please do not hesitate to contact me. Sincerely, Keyser Marston Associates, Inc. Kathleen Head 1906001 KMA KHH "090.014 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services SECTION I STATEMENT OF QUALIFICATIONS Organizational Background...................................................................01 Scopeof Services.........................................................................04 FirmExperience............................................................................06 Designated Personnel....................................................................08 Relevant Experience......................................................................09 References..................................................................................14 FeeSchedule...............................................................................15 Disclosures and Disclaimers...........................................................16 SECTION2 EXHIBITS Exhibit B: Proposer's Statement & Proposal Item Pricing ............................17 Exhibit C; Insured Endorsement......................................................19 Exhibit D: References and Relevant Work History. .............................. 20 Exhibit E: Proposer's Statement......................................................21 Exhibit F: Certification of Nondiscrimination.....................................22 Exhibit G: Non -Collusion Affidavit....................................................24 Keyser Marston Associates, Inc. Page i Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services ORGANIZATIONAL BACKGROUND Firm Introduction & Summary Keyser Marston Associates, Inc. WvIA) is a California corporation founded in 1973 with expertise in real estate, fiscal impact, affordable housing, valuation and litigation support, economic development and infrastructure finance, KMA is a privately held corporation whose shareholders are all principals of the firm, KMA has 20 professional staff persons in offices across the State of California in the cities of Los Angeles, San Francisco and San Diego. In addition, the firm has a satellite office in downtown Fullerton. The majority of KMA assignments involve long-standing client relationships with city and county governments, including clients throughout the Orange County. KMA provides a complete range of real estate services including market analyses, highest and best use studies, financial feasibility analyses, preparation of requests for qualifications and proposals, developer selection, and disposition negotiations including ground lease negotiations. Supporting technical analyses include fiscal impact analyses and the analyses of alternative occupancy options. Uniquely, KMA combines its real estate advisory services with a range of financial planning services, including tax increment projections and verification, fiscal consultant services, projection of public revenues, fiscal impact analyses and economic analyses of alternative land use options. This integration of disciplines allows extremely cost effective coordinated services for our clients. KMA's principals have acted as instructors at the following CRA Institute courses: Beginning and Advanced Affordable Housing; Affordable Home Ownership; Pro Forma Analysis; Components of the DDA; Developer Selection, and Redevelopment Finance, KMA principals have also lectured at the UCLA Anderson School of Business, the UCLA Graduate School of Urban Planning, the USC Graduate School of Urban Planning; and the California State University at Long Beach Graduate School of Public Administration. Keyser Marston Associates, Inc. Page 1 8,OA-37 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services KMA's services fall within the following general areas: Real Estate Evaluation and Transaction Services Strategic Planning and Economic Development Services Affordable Housing Valuation and LitigationSupport Fiscal Impact Analyses The increased complexities of real estate transactions demand a strong technical understanding of market opportunities and constraints, KMA can provide services that are grounded in a fundamental understanding of regional real estate markets, valuations and investment financing. Unique characteristics possessed by IQVIA include: Experience I MAhasOyeatsofexperienceassistingclientsthroughouttheWestinrealestatemarket and evaluation services, negotiation services; structuring public/private transactions, and project implementation services. Cost F,ffectiveness KMA is able to be cost effective for our clients given our ability toprovide comprehensive services relating to market and financial feasibility, economic analysis, direct Implementation experience and public finance without the need for multiple consultants, Commitment KMAoffers the commitmentofprincipalswho are recognized leadersinrealestate advisoryservices throughoutCalifornia, Thephilosophy and structure ofKMA results in clientshavingmaximumdirect contact with the firm'sprincipals, KMA has developed a methodology and approach to ensure quality control for its analytical and advisory services. The methodology and approach include the following: Keyser Marston Associates, Inc. Page 2 FOODYAWOO Request for Qualifications for Affordable Mousing Financial Analytical and Advisory Services Direct Principal Responsibility Each assignment is headed by one of the firm's experienced principals, selected based upon the particular skill set required for the assignment. Kathleen Head manages the firm's affordable housing practice, Consulting Specialist For projects where a variety of skill sets are required (i.e,, a mixed -use project that includes both affordable and market rate housing and a retail component), KMA will bring consulting principals within the firm with the particular expertise required for the assignment. Specialty Area Subgroup The firm has created subgroups which include selected principals and senior staff, to ensure that the best practices and analytical tools are made available firm wide. These specialty groups meet on a regularly scheduled basis and include such areas as affordable housing, mixed -use, public parking, ground lease development and redevelopment finance. Proprietary Sofhvare Models The firm has created subgroups wldch include selected principals and senior staff, to ensure that the best practices and analytical tools are made available firm wide. These specialty groups meet on a regularly scheduled basis and include such areas as affordable housing, mined -use, public parking, ground lease development and redevelopment finance. Keyser Marston Associates, Inc. Page 3 it strength of prop'os'ed projects .,-Assistance. with funding sources to = efficiency of'lhe use,of City funds - - ianciaf feasibility analyses, for3afford'able and me rental and:ormershl' projects L financial "gap evaluatlons'required;as apart off:'` d layering analyses - irket analyses and compile general economic -I *" :Cty s use ' i- i ialysis ofyj�rojects that ai-e pi oposmg'to pay tlie..',° )rovided for`in the HOO. niel reporting services related to proejcts income"` idility covenants e Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services FIRM EXPERIENCE Affordable Housing Services ICMA has extensive experience in the analysis of affordable housing transactions, and our staff are experts in analyzing a full range of residential uses including rental and for -sale projects; projects in urban, suburban and rural locations; and very -low income to luxury unit types, XMA is practiced in all aspects of housing finance, bringing in-depth expertise in a variety of financing techniques such as the following: ,Conventional loans •Tax-exempt multuarally bonds -Section 221dS/4 PHA mortage Insurance •CallfomiaHosuingFlaance Agency (CaMA) financing programs -Banking Industry settlement rsubordinate loans •W. and 4% Low Income Housing Tax Credits (LMCs) -New Market Tax credits •Hlatodc Tax Credits fu�= • ■ -HOW Investment Partnership (HOME) • community Development Block Grants (CDBG) • section 8 • Section 202/811 •McKinney Act -Section 108/Brownfield Economic Development Investment -New Issue Bond Program 'Neighborhood Stabilization Program (NSP) , •TOD loans and grants •Infill Infrastructure grants •Multifamily Housing Program (MHP) -BEGIN •CalHOME •Former redevelopment affordable housing sources •Indmionary housing in -lieu and Impact fees ,Mental Health Services Act (WISA) -Federal Home Loan Bank Affordable Housing Program Keyser Marston Associates, Inc. Page 6 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services The affordable housing areas in which KMA provides services include the following: Layering and Leveraging Analyses - KMA prepares market and financial analyses to quantify the appropriate Ievel of client assistance to a project. We evaluate the impact of burdens and incentives on affordable housing programs and advise on all aspects of project financing, including the use of available outside funding and assistance sources KMA has extensive experience preparing HOME layering analyses under the new HOME final rule. Developer Solicitation/Selection - KMA assists clients in the evaluation and selection of developers for affordable housing projects, The evaluation typically includes a thorough review of the developer's prior experience and that of the development team, its financial strength and property management expertise. Inclusionary Housing Programs - KMA analyzes the financial impact associated with requiring private sector residential developers to set aside units for very -low, low and moderate income households, These analyses quantify the net economic detriment created by the inclusionary requirement, after consideration of the benefits associated with various incentives being offered by public entities. IWA has evaluated the financial impacts on both rental and ownership housing and assisted cities in drafting inclusionary housing ordinances and implementation documents as well as participating in the public hearing approval process. Policies and Procedures M, annals — IQ 1A has written policies and procedures manuals for clients to ensure compliance with HOME Program regulations as well as developed programs for the use of HOME Program funds. In addition, KMA has prepared policies and procedures manuals to implement inclusionary housing programs and programs funded by the NSP. SB 341 Affordable Housing Reports — KMA has prepared a template to be used by Housing Successor staff to prepare the required annual SB 341 report. In addition, KMA also prepares the report for housing successor agencies. Compliance Monitoring - Affordable rental housing is typically funded with a variety of layered funding sources. These sources impose income and affordability restrictions that require clients to monitor compliance of the relevant affordable standard. IQVIA's experience includes structuring housing projects funded with multiple assistance sources and monitoring the completed projects to ensure continuing compliance with the income and affordability covenants. Keyser Marston Associates, Inc. Page 7 • M Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services Residual Receipts Calculation and Compliance - KMA has assisted clients in the evaluation of affordable housing operations and ensuring compliance with residual receipts Ioan repayment terms. The evaluation typically includes a review of the annual audited financial statements and operating statements to determine any residual receipts payments due. Designated Personnel KMA has designated Kathleen Head as the Project Manager/Principal Agency for contract coordination and in the delivery of all services detailed herein. The contact information for Kathleen is as follows: Kathleen Head, Managing Principal 500 South Grand Avenue, Suite 1480 Los Angeles, California 90071 Telephone: 213.622.8095 Fax: 213.622,5204 Email: I<head®I<eysermarston.com The personnel that would be assigned to this engagement are presented in the following organizational chart: Kathleen Head manages the housing related services performed by the KMA Los Angeles office, and has extensive experience in program creation, policy analysis, feasibility evaluations and transaction structuring. Kathleen has analyzed hundreds of projects utilizing various local, state and federal assistance packages. Keyser Marston Associates, Inc. Page 8 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services Julie Roney is a Senior Principal who advises clients on affordable housing policy, economic development and real estate assignments. Julie has performed market and economic feasibility, tax allocation, land disposition and reuse analyses for affordable housing projects for over 20 years, Tim Bretz is a Manager who has been with IWA since 2008. Tim has prepared affordable housing feasibility, market and reuse analyses for the firm's public sector clients. RELEVANT EXPERIENCE County of San Bentardiuo / MultigenerationaI Housing and Library IQvIA assisted the County of San Bernardino in evaluating the financial gap associated with the Bloomington multigenerational housing and public library mixed use project. The project consists of 72 senior -citizen apartment units, 35 family apartment units, and a 6,600 square foot public library. The apartment components of the project are subject to 55-year income and affordability covenants that allocate the units to households earning between 30% and 50% of the San Bernardino County median income. The developer obtained 9% LIHTCs and conventional financing, The County provided NSP1 and NSP 3 funds, tax-exempt bonds that were secured by property tax increment housing set -aside funds, MHSA funds; and a contribution of water line impact fees. KMA assisted in the negotiations process, quantified the warranted local assistance to the project, and prepared the subsidy layering analysis required by California Health and Safety Code Section 33433. KMA Work Completed: 2014 Contact Person: Dena Fuentes, Director of Redevelopment and Housing Telephone Number: 909.387.4392 Email: dfuentes®rda.sbcountv.eov City offfimhngtou Beach l Disposition of Cityy Owned Property The City of Huntington Beach engaged KMA to evaluate the options for selling or holding a 164-unit City -owned apartment project targeted to very -low and low income senior citizens. As part of this engagement, ICMA evaluated the projeces operating results; future capital expenditures requirements; and income and affordability Keyser Marston Associates, Inc. Page 9 • M Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services controls. KMA recommended that the City market the project to housing developers that could acquire and rehabilitate the property to modern standards using LIHTCs and tax exempt multifamily bond financing. KMA evaluated the purchase offers, - recommended income and affordability requirements to maximize outside leveraging sources; and compared the financial terms and structure of the purchase offers. The sale and financing was completed in 2010, KMA Work Completed: 2010 Contact Person: Kellee Fritzal, Deputy Director, Office of Business Development Telephone Number: 714.374.1519 Email: kfhtzalosurfcw -hb orgorg City of Orange / Santa Ines Villas and I enion Grove Apartments I<MA prepared a HOME layering analysis for the proposed 42-unit Santa Ines Villas senior citizen apartment project. The I(MA analysis was performed in accordance with the HOME final rule, and it included an evaluation of the developer's cost projections; rent and operating expense estimates; and the proposed funding sources. The proposed funding sources included conventional financing, 9% LIHTCs, and MHSA funds. I MA quantified the amount of HOME funds required to ensure the affordability of the project, and reviewed and evaluated the financial wherewithal of the developer to undertake the proposed project. KMA prepared a HOME layering analysis and SB 341 analysis for the proposed 82-unit Lemon Grove Apartments project. The project is proposed to be financed with tax- exempt multifamily bonds/4% LIHTCs, Bank of America subordinate debt, a deferred Developer Fee, Set -Aside funds and HOME CHDO Funds. KMA Work Completed: 2013 and 2015 Contact Person: Mary Ellen Laster, Senior Housing Manager Telephone Number: 714,744.7211 Email: mlaster®cityoforange.org City of Santa Monica / Village Site KMA assisted the City of Santa Monica in the developer selection and implementation process for the development of affordable rental housing, market rate ownership Keyser Marston Associates, Inc. Page 10 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services housing, and retail uses on a 3.77-acre property. ICAA assisted the City in drafting a RFQ, evaluating the 16 responses to the RFQ, drafting the financial component of RFPs that was distributed to the three finalist developers, evaluating the responses, and participating in the developer interviews. After a developer was selected, KMA prepared the financial analysis for the proposed scope of development, participated in the negotiations process for a long-term ground lease and Disposition and Development Agreement (DDA), and prepared the Summary Report required by California Health and Safety Code Section 33433, KMA Work Completed: 2014 Contact Person: Andy Agle, Director of Housing & Economic Development Telephone Number: 310.458.2251 Email: andy,agle@smgov,net LongBea(.I%HausingDevelolnraentCorporation/ Senior Artist Colony KMA prepared a financial analysis for the Senior Artist Colony project and assisted the LBHDC during deal structuring negotiations. The project includes 200 apartment units in a transit -oriented development that is geared towards active seniors with a large component of artist -related amenities. All of the units are restricted to low and very - low income households and utilizes the following funding sources: tax-exempt bonds through the New Issue Bonds Program, 4% LIHTCs, TOD grants and loans from HCD, a FHLB AI-IP loan and Set-Aslde funds from the LBHDC. KMA Work Completed: 2011 Contact Person: Patrick Ure, Housing Development Officer Telephone Number: 562,570.6026 Email: Patrick_Ure@longbeach.gov Costa Mesa Housing Authority l Special Needs Project KMA assisted the Costa Mesa Housing Authority in evaluating the financial characteristics of an income restricted project targeted to homeless individuals with mental health issues. During the initial stages, KMA assisted the redevelopment agency in structuring a project with 9% LIHTCs; HOME funds; and Set -Aside finds assistance, The project was subsequently restructured as a tax-exempt multifamily bond/4% Keyser Marston Assoclates, Inc. Page 1i • M Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services LIHTC project with funding assistance provided from MHSA funds offered by the County of Orange, KMA Work Completed: In Progress Contact Person: Rick Francis, Assistant CEO Telephone Number: 714.754.5099 Email: Ricl<,Francis@costamesaca,gov Moreno Valley Redevelopment Agency / Special Needs Project The Moreno Valley Redevelopment Agency engaged KMA to prepare a HOME layering analysis for an apartment project targeted to senior citizens and developmentally disabled adults. The financial assistance to the project assistance Includes MHP Supportive Housing funds; County of Riverside HOME funds; City of Moreno Valley HOME funds, donation of the land for the project from the Redevelopment Agency of the City of Moreno Valley; an PHLB AHP loan, and financial contributions from the developer and contractor. KMA Work Completed: In Progress Contact Person: Shanikqua Freeman, Housing Program Coordinator Telephone Number: 951.413,3445 Email: shanikqua- moval.org City of San Dimas l Grove Station KMA assisted the City in restructuring the covenants imposed on 10 "for sale" affordable units to reflect current market conditions. The original covenants were imposed irrevocably over a 45-year term. The revised covenants allow home owner's to resell the home on an unrestricted basis in return for providing the City with a share in the units equity appreciation. KMA prepared the program documentation to be used with the revised covenants. KMA Work Completed: 2014 Contact Person: Larry Stevens, Assistant City Manager Telephone Number. 909.394.6250 Email: Istevens@ci.san-dimas.ca.Lis Keyser Marston Associates, Inc. Page 12 .o* R � ' e Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services City of Pasadena - 60-80 South Vinedo DeusRy Bonus Analyses KMA analyzed a developer's request to construct a 26-urdt residential development on a 30,000 square foot property. The proposed project includes an 18% density bonus and one concession. To evaluate the developer proposal, IMiA analyzed a project that complies with the existing zoning, a scenario that tested the value created by the density bonus, and the proposed project. IMIA prepared a memorandum that summarizes the developer's request, outlined the City's Density Ordinance requirements, and provides a finding on whether or not the developer's request met the Ordinance's requirements. KMA Work Completed: 2014 Contact Person: Jose Jimenez, Planner Telephone Number: 626.744.7137 Email: josejimenez@cityofpasadena,net City of Claremont I Inclusionary Housing Policy KMA assisted the City of Claremont in creating an Inclusionary Housing Ordinance and an in -lieu fee structure. IMIA quantified the net economic detriment created by the requirement to provide low and moderate income housing after consideration of the benefits associated with the incentives being offered by the City. KMA also prepared the policies and procedures manual and supporting documentation required to implement the program. IMIA also provides financial analyses of projects that are proposing to use the in -lieu fee option. Year Completed: 2014 Contact Person: Brian Desatnik, Community Development Director Telephone Number: 909.399.5342 Email: bdesatni1<@c1.daremoni.ca.us Keyser Marston Associates, Inc. Page 13 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services References KMA has provided ongoing affordable housing services to a number of public sector clients for over 25 years. A sample of long-time clients that are located in Orange County includes the Anaheim Housing Authority, the City of Fullerton, the Huntington Beach Housing Authority, and the Costa Mesa Housing Authority, It should also be noted that ICMA has provided consulting services to the City of Santa Ana Housing Authority, Planning Department, and former Redevelopment Agency for over 30 years. Contact information for the identified long-term Orange County clients are presented below: �A`tj�.Ileitl'�.:({oi1�InB':.AC{chnri;y;. ,:t:-y;: �.t:;.;, �`;�•ty=<:. �:;; John Woodhead, Executive Director ii _4'ti � �ll e' ::4 •i v mow.:..::: yi'_ ;.. �IVtI 7 Email Address: jwoodhead@anaheim,nat City;a f Fullertnli (HousingSuCtes54:i Charles Kovac, Project Manager ��•_ '� tel�piio'n`Q=,714iy38i2 Email Address: chariesk@cl,fullerton.ca,us 'Crigton;Re'ashHoifsing`.AukligGify, ':�'' �•��`r'�,:: - Kellee Fritzal, Deputy Director, Office of Business Development Tele `h' ne-: 71 519:, ... ,t... .:,t:;.. . ep: A 4' - Email Address: kfritzal@surfcity-hb.org Cas'ta;Mesa-Mod5lhg Authority. '. Rick Francis, Assistant CEO :: Tel'eph'one,;..;•:. •:; 774.754,5099:: ' ..,:. Email Address: Rick.Francis@costaMesaca.gov Keyser Marston Associates, Inc, Page 14 1M1 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services KEYSER MARSTON ASSOCIATES FEE SCHEDULE A. JERRY KEYSER* $280.00 MANAGING PRINCIPALS" $280.00 SENIOR PRINCIPALS* . $270,00 PRINCIPALS* $250.00 MANAGERS* $225.00 SENIOR ASSOCIATES $187.50 ASSOCIATES $167.50 SENIOR ANALYSTS $150.00 ANALYSTS $130.00 TECHNICAL STAFF $95.00 ADMINISTRATIVE STAFF $80.00 Directlyrelatedjobexpensesnotincludedintheaboveratesare: automileage,parking, airfares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data processhig, graphics and printing. Directly relatedjob expenses willbe billed at 110%of cost, Monthlybilihigsforstafftime andexpensesincurred duringtlieperlodwillbepayable within thirty (30) days of invoicedate. * Rates for individuals in these categorieswillbe increased by 50% fortime spent in court. testimony, Keyser Marston Associates, Inc. Page 15 80A-51 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services DISCLOSURES AND DISCLAIMERS City represents, acknowledges and agrees that. (i) Consultant- is not advising or recorranend ng any action be taken by the City with respect to any prospective, new or existing municipal financial products or issuance of municipal securities (including with respect to the structure, timing, terms and other similar matters concerning such financial products or issues); (ii) Consultant is not registered with the U.S. Securities and Exchange Commission ("SEC") as a municipal advisor; and (iii) Consultant is not acting as a mrmicipal advisor to City and does not assume any fiduciary duty hereunder, including, without ]initiation, a fiduciary dray to City pursuant to Section 15B of the Exchange Act with respect to the services provided hereunder and any information and material contained in Consultant's work product. City further represents, acknowledges and agrees that. (i) City shall discuss any such information and material contained in Consultant's work product with any and all internal and/or external advisors and experts, including its own municipal advisors, that it deems appropriate before acting on the information and material; (if) City uses the services of one or more municipal advisors registered with the SEC to advise it in connection with municipal financial products and the issuance of mmnicipal securities; (iii) City is not looking to Consultant to provide, and City shall not otherwise request or require Consultant to provide, any advice or recommendations with respect to municipal financial products or the issuance of municipal securities (including any advice or recommendations with respect to the stricture, timing, terms, and other similar matters concerning such financial products or issues); and (iv) City warrants that the provisions of this contract and the services to be provided hereunder are notintended (and shall not be construed) to constitute or include any municipal advisory services within the meaning of Section 1513 of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations adopted thereunder, Keyser Marston Associates, Inc. Page 16 80A-52 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR HOUSING FINANCIAL ANALYTICAL AND ADVISORY SERVICES PROPOSER'S STATEMENT AND PROPOSAL FEE SCHEDULE EXHIBIT B Certification --1 certify that I have read, understand and agree to the terms and conditions of t his Request for Qualifications. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitations that may impact work requests. I understand and agree that I am responsible for reporting any errors, omisslons or discrepancies to the City for clarification prior to the submission of my proposal. KMA BILLING RATES The billing rates for the KMA staff members who may be assigned to this engagement are presented In the following table. KMA will not Increase these hourly fees during the initial two- year contract term. Title Hourly Rates Managing Principal $280.00 Senior Principals $270.00 Senior Associates $187,50 Technical Staff $95.00 Administrative Staff $60.00 PROPOSED FEE AND TIMELINE FOR SAMPLE ASSIGNMENTS Subsidy Layering for an Affordable Multifamily Project The technical components of a subsidy layering analysis can be completed within a three-week time frame at a budget In the range of $9,000. This budget does not include KMA participation In the negotiations or transaction structuring process, which vary widely based on the transaction's level of complexity. Financial Advisory Services for a Multifamily Bond Issuance Based on the scope of bond advisory services KMA described in Exhibit A of this proposal, KMA estimates the fee related to a multifamily bond Issue in the range of $20,000. The KMA services would be provided throughout the negotiations, structuring and financing process for a project. This can be accomplished In as few as 90 days, but the process is more likely to require six months or more to complete. Keyser Marston Associates, Inc. 213.622, 80951213.622.6204 LEGAL NAME OF COMPANY PHONE AND FAX NUMBER 500 South Grand Avenue, Suite 1480, Los Angeles, California 90071 BUSINESS ADDRESS Kathleen Head PRINTED NAME OF AUTHORIZED AGENT SIGNATURE OF AUTHORIZED AGENT DATE 94-23663741 FEDERAL ID NUMBER Managing Principal / Vice President TITLE khead@keysermarston.com EMAIL ADDRESS EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY AND BUSINESS AUTOMOBIL POLICIES 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 M-25, Banta Ana, California 92701; Its officers, employees, agents, volunteers and representatives are names as additional Insured(s) ("additional Insured(s)" 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 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 additional Insured(s). 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 of 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 Insured(s), 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 M-25, Santa Ana, California 92701, (iOomplailom of.fhe following;• InclOdtng countersignature, ls: required Id. make •this -endorsement effective.) Effective this endorsement form as part of Policy # Issued to Name Insured Countersigned by., Authorized Representative City of Santa Ana Community Development Agency Request for Qualifications- Housing Financlal Analytical and Advisory$ervlces Page 19 EXHIBIT D CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR HOUSING FINANCIAL ANALYTICAL AND ADVISORY SERVICES THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages If required for additional references. The City reserves the right to contact each of the references listed for additional Information regarding your firm's qualifications. Reference No. 1 Customer Name: City of Huntington Beach Address; 2000 Main Street Huntington Beach, CA Contract Amount; $270,000 Contract Individual: Kellee Fritzal Phone Number: 714.374,1519 Email Address: kfritzal@surfcity-hb.org Year: 2014 - 2016 Description of supplies, equipment, or services provided: On -call financial consulting services to the City, the Successor Agency and the Housing Authority. Reference No. 2 Customer Name: San Bernardino County Contract Individual: Dena Fuentes Address: 385 N Arrowhead Avenue Phone Number: 909.387.4392 San Bernardino, CA Email Address: dfuentes@rda.sbcounty.gov Contract Amount: $200,000 Year: 2013 - 2015 Description of supplies, equipment, or services provided: On -call affordable housing consulting services to the Counties Housing Department. Reference No. 3 Customer Name: City of Claremont Contract Individual: Brian Desatnik Address: 207 Harvard Avenue Phone Number. 909.399.6342 Claremont, CA Email Address: bdesatnll<@cl.claremont.ca.us Contract Amount: $25,000 Year: 2014 -2015 Description of supplies, equipment, or services provided: Provide technical assistance to the City staff, the External Administrator, and developers in the implementation of the Inclusionary Housing Ordinance. .O •. TO BE INCLUDED IN PROPOSAL EXHIBIT E CITY OF SANTA AND COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALFICATIONS FOR HOUSING PINANICAL ANALYTICAL AND ADVISORY SERVICES PROPOSAL & CONTRACT AGREEMENT P,Rc PQAEf '§ S,TATPMENT Proposer understands and agrees that this written RFQ (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constltute the entire agreement between proposer and the City only after It has been accepted by the City Council, endorsed by the Clark of the Council with her signature and official seal noting here on the action of approval of.the Council, signed by the Executive Director or her duly authorized agent, and signed by the City Attorney, denoting her approval of the form for this document, and Its execution, and when It or an exact copy of It has be either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificates of liability Insurance within ten (t 0) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check drafts, or proposer's bond substituted In lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damager due to the delay and other causes suffered by City because of failure to enter into an Agreement and/or furnish necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City Is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal Is required for the entire work, that the estimated quantities set forth in the RFQ schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed, All terms contained In the Specifications, the Certification of Non -Discrimination by Contractors, and the Workers' Compensation Insurance Certificate are to be Incorporated by reference Into this Agreement and are made specifically as part of this RFQ. MYSER MARSTON ASSOCIATES, ING MANAGING PRINCIPAL 616/2018 TITLE DATE City of Santa Ana Community Development Agency Request for Qualifications - Housing Financial Analytical and Advisory Services Page 21 80A-57 TO BE INCLUDED IN PRQPOSAL EXHIBIT F CITY OF SANTA AND COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALFICATIONS FOR HOUSING FINANICAL ANALYTICAL AND ADVISORY SERVICES PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 1, The Contractor shall not discriminate against any employee or applicant for employment because of race, color. religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall Include, but not limited to, the following; employment, upgrading, demotions, or transfer; 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 nondisorimination clause. 2. The Contractor shall, In all solicitations or advertisements for employees placed by or on behalf of the Contractor, %fate that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. a, The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreements or other contract or understanding, a notice to be provided advising the said labor union or workers' representative 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 compiles with all provisions of Executive Order 11246 of September 24,1065, 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 order 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 the Contractor's non-compliance with the non-discrimination 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 far further Government contracts or . federally assisted constructlonl services contracts In accordance with procedures authorized in Executive Orders 11246 of September 24,1965, and such other sanctions may be Imposed and remedies Invoked as provided In Executive Order 11246 of September 24,1966, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law, 7, 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 City of Santa Ana Community Development Agency Request for Qualifications - Housing Financial Analytical and Advisory Services Page 22 .O • rules, regulations, or orders of the Secretary of Labor Issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for nonoompliance; provided, however, that In the avant 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 such litigation to protect the Interests of the United States, 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 State. 1039, and as amended, no discrimination shall be made in the employment of persons because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided In $action 1420, and any Contractor violating this Section Is subject 10 all the penalties Imposed for a violation of the Chapter. KEYSER MARSTON ASSOCIATES, INC FIRM MANAGING PRINCIPAL 6/512410 TITLE DATE City of Santa Ana Community Development Agency Request for Qualifications - Housing Financial Analytical and Advisory Services Page 23 TO BE INCLUDED IN PROPOSAL EXHIBIT G CITY OF SANTA ANA COMMUNITY DEVELOPMENTAGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PROPOSAL AND CONTRACT AGREEMENT NON-COLLU510N AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7t06) To the CITY OF SANTA ANA, In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the PROPOSER declares that the bid Is not made'In the Interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporatlon; that the bid Is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other PROPOSER to put in a false or sham bid, and has not directly or Indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put In a sham bid, or that anyone shall refrain from bidding; that the PROPOSER has not in any manner, directly or Indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other PROPOSER, or to secure any advantage against the public body awarding the contract of anyone Interested In the proposed contract; that all statements contained in the bid are true; and, fuhher, that the PROPOSER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contants thereof, or divulged Information or date relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit Is part of the Proposal, Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. PROPOSERS are cautioned that making.a false certification may subject the certifier to orlminal prosecution. State of California County of 1)12A��- Subscribed and sworn to (or affirmed) before me on this `4A—. day of J tx D , 20 16 , by 1 t i � i r E D In proved to me on the basis of satisfactory evidence to be the person($) EN0149 "M1"FNEwm1N1;"who appeared before me, r1ePNea02165917 Io CBIlfornlG e County lro� Nov, 1E, E02o otaryPu Iic gnature Notary Public Sea) City of Santa Ana Community Development Agency Request for qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 20 80A-60 CERTIFICATE OF UARILITV INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certlflcate holder Is an ADDITIONAL INSURED, the POUDy(1e3) must be endorsed. if SUBROGATION IS WAIVED, subject to the terms and Conditions of the policy, certain policies may require an endorsement. A etatementon this certificate does not confer rights to the PRODUCER MOC•Xnsuranca Sorvioan License No. 0589960 44 Montgonory St., 17th F1, Ban Francisco CA 9410E INSURED Beyeer Marston Associates, Inc. 1299 4th Street, Suite 406 Ban Rafael CA core anmaoco.gAl 9-201R RFVIRIOM NUMBER: V THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES 13CSCRIDED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1 1YPe OP INSURANCE POLICY UMBER POOCDY P POI& EXPLIM O X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 4 1,000,000 A CLAIMS -MACE & OCCUR X =2A49104903 12/1/2017 10111201H PRUW.ISES IE oc ce 4 N00,000 MED E(P An o0n arson 4 10,000 No Deductible Appld6u PER DRALAADV INJURY 4 i,000,000 GEN-LACGREOATEUHqM�B'APPLIESPER: . POLICY ® jEOY n LOC GENERALAGGREGATa 4 2,000,ODU PR09UOT8-00MPIOPAGG 4 lnciuded 4 OTHER! AUTOMODiLRIIp&CITY Ea a¢IdODB SINGLE 1 4 1,000,000 BODILY INJURY (Per Pena,O 4 B X ANYAUTO AAILLLOOWN50 A10AasULED MDR ED AUTOS pNX C00600 x Come 66c) x I l A49004903 12/1/2017 12/1/2019 DOILY WARY (P&ealdenl) 4 R VE1MAE a m Y S Unlnw dmolmlelm binad 6 1,000,000 X UMBRELLA LIAS x I OCCUR EACH OCCURRENCE 4 4,009,029 AGGREGATE 4 4,000,000 EXCESS LIAB CLAIMS -MADE eD I X I PETENTION4 D X Ca2A49117103 12/1/2017 12/1/201e WORRERSCOMPENBATION AND aMPLOYERW LIABILITY ANY PROPRJUORIPARLl OEm ECUTNa OFFD In NH) �OE80RIP NIA 3954623 12/1/2D17 01/01/2018 X ra E.I. EACH ACCIDENT 6 11000,000 E.L. DISEASE• EA BMPLDYE 4 1,000,000 EL. DISEASE• POLICY LIMIT 6 11000,000 1M1Y�CMeIary (ON OdOPERATIONS Oefow C Liability IRED42616500 12/l/2017 12/1/201e EerhY[MIUlAG $1,000,000 IProfessional Retention $25,000 Rntxo Dater 21/Sl/1376 AW pate LhR $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS VEIIICLES (ACORD 101, Adakh4 Romuke SCMd.h, may to aaeched RPM apaec Is Mquhed) City of Santa Ana, City of Santa Ana Acting as Successor Agency and/or Housing Authority of the City of Santa Ana, its officers, oreployaes, agents, volunteers and representatives are Additional Insured with respects to the Insured'a operations, Ineurance provided is primary and is not contributory vrith any other insurance Carried, 30 Day Notice of Cancellation/10 Day for nonpayment of premium. City of Santa Ana. EXecutive Director of CDA 20 Civic Center Plaza M-25 Santa Ana, CA 927DI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BR DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Callejas/HCA Q1BSB-2014ACORD CORPORATION. Allrights ACORD 25 (2014101) The ACORD name and logo are registered marl(& of ACORD INS025(204011 QO A -61 COMMERCIAL GENERAL LIABILITY POLICY NUMBER; ZDFA49104003 CG 2010 07 04 Effective Date: 12/01/2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(a) or or anizatlon s ; Locations of Covered Operations The City of Santa Ana, Housing Authority as Successor Housing Agency, its officers, employees, agents, volunteers and representative. It is understood and agreed that this Insurance Is primary and any other Insurance maintained by the Additional Insured shall be excess only and not contributing with this Insurance In regards to all operations as pertains to the named Insured. Information required to complete this Schedule If not shown above will be shown In the Declarations, A. Section II — Who Is An Insured Is amended to Include as an additional Insured the person(s) or organlzation(s) shown In the Schedule, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising Injury" caused, in whole or In part, by: 1. Your acts or omissions; or 2. The acts or omissions of those soling on your behalf; In the performance of your ongoing operations for the additional Insured(s) at the location(s) deslg- nated above. CG 2010 07 04 B. With respect to the Insurance afforded to these additional Insureds, the following additional exclu• slons apply, This Insurance does riot apply to "bodily Injury" or "property damage" occurring aller. 1. All work, Including materials, parts or equip-ment furnished In connection with such work, on the project (other than service, maintenance or repairs) to be performed by or an behalf of the additional Insured(s) at the location of the covered operations has been completed; or 2. That portion of"yourwork" out of which (he Injury or damage arises has been put to Its In -tended use by any person or organization other than another contractor or subcuntractor engaged In performing operations for a pdncl-pa) as a part of the same project. © ISO Properties, Inc., 2004 Page 1 of 1 a .O X • Keyser Marston Asacaiatea, Ina COMMERCIAL AUTO CA 00 0103 06 BUSINESS AUTO COVERAGE FORM Various provisions In this policy restrict coverage. SECTIONI— COVERED AUTOS Read the entire policy carefully to determine rights, Item Two of the Declarations shows the "autos" that duties and what Is and Is not covered. are covered "autos" for each of your coverages. The Throughout this policy the words "you" and "your" refer following numerical symbols describe the "autos" that to the Named Insured shown In the Declarations. The may he covered "autos". The symbols entered next to words "we", "us" and "our" refer to the Company pro- a coverage on the Declarations designate the only viding this Insurance. "autos" that are covered "autos". Other words and phrases that appear In quotation A. Description Of Covered Auto Designaiion marks have special meaning. Refer to Section V — Symbols Definitions. Symbol Description Of Covered Auto Designation Symbols 1 An "Auto" 2 Owned "Autos" only those "autos" you own (and for Liability Coverage any "trailers" you don't own Only whlleaftached to power units you own). This Includes those "autos" you acquire ownership of after the policy begins. 3 Owned Private Only the private passenger "autos" you own. This Includes those private passenger Passenger "autos" you acquire ownership of after the policy begins. "Autos" Only 4 Owned "Autos" Only those "autos" you own that are not of the private passenger type (and for LI- OtherThan Prl- abinty, Coverage any "trailers" you don't own while attached to power units you vale Passenger own), This includes those "autos" not of the private passenger type you acquire "Autos" Onl ownershl of after the policy be Ins. 6 Owned "Autos" Only those "autos" you own that are required to have No -Fault benefits in the state Subject To No- where they are licensed or principally garaged. This Includes those "autos" you ac- Fault quire ownership of after the policy begins provided they are required to have No - Fault benefits In the state where thay are licensed or prInc[palty garaged, 6 Owned "Autos" Only those "autos" you own that because of the law in the state where they are li- Subject To A caned or principally garaged are required to have and cannot reject Uninsured Compulsory Un- Motorists Coverage. This includes those "autos" you acquire ownership of afterthe insured Motor- policy begins provided they are subject to the same state uninsured Motorists re- fats Law ulrement. 7 specifically De- Only those "autos" described in Item Three of the Declarations forwhich a pre- scribed "Autos" mlum charge Is shown (and for Llabllity Coverage any'Ymilers" you don't own while attached to any power unit described In Item Three). S Hired "Autos" Only those "autos" you lease, hire, rent or borrow. This does not Include any "auto" Only you lease, hire, rent, or borrow from any of your "employees", partners (if you are a partnership), members (If you are a limited Ilabllkycompany) or members of their households. 9 Nonowned Only those "autos" you do not own, lease, hire, rent or borrow that are used In con - "Autos" Only nectlon with your business. This Includes "autos" awned byyour "employees", part- nars (if you are a partnership), members (if you are a limited liability company), or members of their households but only while used in your business or your personal affairs. CA 00 D1 D3 06 © ISO Properties, Inc., 2006 Page 1 of 12 13 19 Mobile Equlp- Only those "autos" that are land vehicles and thatwould qualify under the definitior ment Subject To of "mobile equipment" under this polloy if they were not subject to a compulsory or Compulsory Or financial responsibility law or other motor vehicle Insurance law where they are II - Financial Re- censed or principally garaged. sponsibility Or 13. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage In Item Two of the Declare- tlons, then you have coverage for "autos" that you acquire of the type described for the re- mainder of the policy period. 2, But, If Symbol 71s entered next to a coverage In Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that cover- age only If: a. We already cover all "autos" that you own' for that coverage or It replaces on "auto" you, prevlbusly owned that had that cover- age; and b. You tell us within 30 days after you acquire It that you went us to cover it for the( covsr- age. C. Certain Trailers, Mobile Equipment And Temporary, 8ubstituteAOtos If Liability Coverage Is provided by this Coverage Form, the following types of vehicles are also cov- ered "autos" for Liability Coverage; 1. '"trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Moblle..equlpmont" while being carried or towed by a covered "auto", 3. Any "auto" you do not own while used with the pennlesfon of Is owner as a temporary, substi- tute for a covered "auto" you own that Is out of service because of Its; a. Breakdown; b. Repair, c. Servicing; d. "Loss"; or a. Destruction, Page 2 of 12 SECTION II — LIABILITY COVERAGE A. Coverage We will pay all sums an 'Insured" legally must pay as damages because of "bodily Injury" or "property damage" to which this Insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto", We will also pay all sums an "Insured" legally must pay as a "covered pollution cost or expense" to which this Insurance applies, caused by an "acci- dent" and resulting from the ownership, mainte- nance or use of covered "autos", However, we will only pay for the "covered pollution cost or ex- pense" If there Is either 'bodily Injury" or "property damage" to which [his Insurance applies that Is caused by the same "accident', We have the right and duty to defend any "Insured" against a "suit" asking for such damages or a "covered pollution cost or expense", However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily Injury' or "prop- erty damage" or a "covered pollution cost or ex- pense" to which this Insurance does not apply. We may Investigate and settle any claim or "suit" as we consider appropriate, Our duty to defend or settle ends when the Liability Coverage Limit of Ineur- ance has been exhausted by payment of judg- ments or settlements, 1, Who Is An Insured The following are "Insureds"; a, You for any covered "autd', b. Anyone else while using with your permis- sion a covered "auto" you own, hire or bor- row except: (1) The owner or anyone alas from whom you hire or borrow a covered "auto". This exception does not apply If the covered "auto" Is a "hailer" connected to a cov- ered "auto" you own. © ISO Properties, Inc„ 2005 CA 00 0103 06 M .I I N I V (2) Your "employee" if the covered "auto" is owned by that "employed" or a member of his or her household. (a) Someone using a covered "auto" while ha• or she Is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours, (4) Anyone other than your "employees", partners (If you are a partnership), members- (If you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". '(6) A partner (If you are a partnership), or a member (If you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "in- pured" described above but only to the ex- tent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we Incur. (2) Up to $2,000 for cost of bail bonds (irl- cluding bonds for related traffic law vlo- fations) required because of an "acci- dent" we cover. We do not have to fur- nish these bonds. (3) The cost of bonds to release attach- ments in any "suit" against the "Insured" we defend, but only for bond amounts Within our Lmit of Insurance. (4) All reasonable expenses incurred by the "Insured" at our request, Including actual loss of earnings up to $250 a day be- cause of time off from work. (6) All costs taxed against the "Insured" in any "suit" against the "Insured" we de- fend, (6) Ali Interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "in- sured" we defend, but our duty to pay in- terest ends when we have paid, offered to pay or deposited In court the pad of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance, b, Out -Of -State Coverage Extensions While a covered "auto" Is away from the state where It Is licensed we will: (1) Increase the Limit of Insurance for LI• ability Coverage to meet the limits speci- fied by a compulsory or financial re- sponsibility law or the jurisdiction where the covered "auto" Is being used. This extension does not apply to Ilia, limit or limits specified by any law governing mptor carriers of passengers or prop. erty. (2) Provide the minimum amounts and types of other,coverages, such as no- fault, required of out -of -stale vehicles by the jurisdiction where the covered "auto" Is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This Insurance does not apply to any of the follow- Ing: 1. Expected Or Intended Injury "Badlly Injury' or "property damage" expected or Intended from the standpoint of the "In- sured". 2, Contractual Llabllfly assumed under any contract or agree- ment. But this exclusion does not apply to liability for damages: a.. Assumed in a contract or agreement that Is an "Insured contract" provided the "bodlly In- jury" or "property damage" occurs subse- quent to the execution of the contract or agreement; or b. That the "insured" would have In the ab- sence of the uontracl or agreement, 3. Workers' Compensation Any obligation for which the "Insured" or the "Insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. 4. Employee Indemnification And Employer's Liability . "Bodily Injury' to: a. An "employee" of the "Insured" arising out of and In ilia course of: (1) Employment by the "Ihsured";or CA 00 01 03 06 0 ISO Properties, Inc., 2006 Page 3 of 12 ❑ C:FIRTIFIrATF OF I..I.A.RJUTY INSU RANCF I M/2B118 CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED to holder Is an ADDITIONAL INSURED, the pollcy(IsS) MUSt haVO ADDITIONAL IN5UREP provisions or be IS WAIVED, Subject to the terms and conditions of the pollcy, certain policies may require an endersement. A Ina COVERAGES CERTIFICATE NUMBER: 1873463 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES- DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, LIMITS SHOWN AREAS REQUESTED. INSF LTR TYPE OF INSURANCE AD LSURR VIVO POUCYNUMBER POLICY OF JMIDONYYYMIZIDDY POLICY EXP LIMITS COMMBRCAIGENERAL LIABILITY CWMS-MADE OCCUR EACH OCCURRENCE $ DAVAOETORENTED PREMISES aaaaueenca 5 MEDEXP am e,son 3 PERSOMAL SADV INJURY 5 GENL AGGREGATE LINT APPLIES PER: POUOY ❑ PROJECT ❑ LOO OTHER GENFRALAGOREGATE 5 PRODUCTS-COMPIOPAGG 5 5 AITTOMOBILB LIABILITY ANY AUTO OWNED 9CHFDULEO AUTOS ONLY AVTO8 HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Eau Genf 5 BODRY INJURY Per armn S BODILY INJURY(Per no dam $ PROPERTYOAMAGE Paracdden 5 S UMBRELLA UAS EXCESS LIAR OCCUR CLAIMSddADE EACHOCCURRENCE 3 AGGREGATE 3 DEG I I RETENTIONS A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETDRIpARTNEWE%EWTIYE OFFICERIMEMBER EXCLUDED? (Mandalo In NHI vyee, dead' ceder DESCRIPTION OF OPERATIONS below NIA X WC 028181717 CA 01101H8 07/01118 X STATUTE ER E.L EACH ACCIDENT $ 2,0o0,0Oo EL DISEASE• EA EMPLOYE $ 2,000,000 E.L. DISEASE -POLICY LIMIT $ 2,00%DO0 DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES JACORD 101, Additional Remarks Schedule, may be reached If more apace le raqulred) See eUatlred ceNAcele HolderCm,sOollon Notice, A0 waksllo omployeoswaH,gfor KEYSERMARSTON ASSOCIATES, INC., Pad IEdWAOPYOTALSOURCE, INC- psyrot am cry" undarneabcao Mated pellcy, WAIVER OF SUBROGATION IN FAVOR OF CITY OF SANTAANA ITS OFFICERS, OFFICIALS, ENPLOYEES.AGENT, REPRESNTATIVES AND VOLUNTEERS AS RESPECTS OF JOB PERFORMED BY KEYSER MARSTONASSOCIATES, INC, AS REQUIRED BY WTOTTEN CONTRACT, U=K I H-16A I C MULUCK Cry Of Same Ana Moalor of COA 20CNo CantorPlaza MQ6 Smts An., CA 62701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES SE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE ACORD 26 (2016103) The ACORD name and ID90 are registered marks of ACOR13 POLICY HOLDER NOTICE CERTIFICATE HOLDER CANCELLATION NOTICE SCHEDULE Should this policy be cancelled before the expiration date hereof, the producer will endeavor to mail 30 days written notice to the certificate holder named herein, but failure to do so shall impose no obligation or liability of any kind upon the Insurer, the producer, or the respective agents or representatives of each. SCHEDULE: CERTIFICATE HOLDERS AS IDENTIFIED ON THE MOST RECENT QUARTERLY SCHI DULE OF CERTIFICATE HOLDERS PROVIDED BY THE INSURED'S BROKER OF RECORD TO THE INSURER. EXHIBIT C ADDITIONAL INSURED ENDORSEMENT 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 92702; its officers, employees, agents and volunteers 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 canceled, 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 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective part of Policy # Issued to Named Insured Countersigned by this endorsement form as a Authorized Representative 12 FOODYNIFOO MINUTES OF THE SPECIAL MEETING OF THE SUCCESSOR AGENCY OF THE CITY OF SANTA ANA, CALIFORNIA CALLED TO ORDER ATTENDANCE PUBLIC COMMENTS - None JULY 17, 2018 COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 8:39 P.M. AGENCY MEMBERS Present: MIGUEL A. PULIDO, Chair P. DAVID BENAVIDES VICENTE SARMIENTO SAL TINAJERO JUAN VILLEGAS AGENCY MEMBERS Absent: MICHELE MARTINEZ, Chair Pro Tern JOSE SOLORIO STAFF Present: RAUL GODINEZ II, City Manager SONIA R. CARVALHO, Legal Counsel MARIA D. HUIZAR, Recording Secretary CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on the following Consent Calendar Items: 1 through 3. MOTION: Sarmiento SECOND: Tinajero VOTE: AYES: Benavides, Martinez, Pulido, Sarmiento, Tinajero, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez and Solorio (2) MINUTES FOR CITY OF SANTA ANA 1 JULY 17, 2018 ACTING AS SUCCESSOR AGENCY SA-1 -1 1. SPECIAL MEETING MINUTES OF FEBRUARY 20, 2018 {STRATEGIC PLAN NO. 5, 11 MOTION; Approve Minutes. 2. EXCUSED ABSENCES MOTION: Excuse the absence of Agency member Martinez and Solorio from said meeting. 3. APPROVE QUARTERLY REPORT OF CONTRACTS ENTERED INTO BY THE CITY MANAGER (JANUARY 1, 2018 — MARCH 31, 2018) {STRATEGIC PLAN NO. 4, 11 — Community Development Agency MOTION: Receive and file. **END OF CONSENT CALENDAR** COMMENTS 4. CITY COUNCIL ACTING AS SUCCESSOR AGENCY COMMENTS - None ADJOURNED - 8:40 P.M. Maria D. Huizar, Recording Secretary MINUTES FOR CITY OF SANTA ANA 2 JULY 17, 2018 ACTING AS SUCCESSOR AGENCY SA-1 A_A _n REQUEST • - d Y SUCCESSORRI 1 ,i ACTION etuti MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE AGREEMENTS WITH URBAN FUTURES INC., ORRICK, HERRINGTON & SUTCLIFFE, LLP, AND BEST, BEST & KRIEGER, LLP FOR BOND SERVICES PERTAINING TO THE REFUNDING OF THE TAX ALLOCATION BONDS, SERIES 2003 A & B AND 2011A (NON -GENERAL FUND) (STRATEGIC PLAN NO. 4, 2D) CITY Ij ANAGER RECOMMENDED ACTION CLERK OF THE COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Implementing Resolution ❑ Other CONTINUED TO FILE NUMBER 1) Authorize the City Manager and Clerk of the Council to execute an agreement with Urban Futures Inc. for financial advisor & fiscal consultant services related to the refunding of the Tax Allocation Bonds for a one-year term beginning August 21, 2018 through July 31, 2019, for a not -to -exceed amount of $60,000 for financial advisor services and a not -to -exceed amount of $25,000 for fiscal consultant services, subject to non -substantive changes approved by the City Manager and the Agency Counsel. 2) Authorize the City Manager and Clerk of the Council to execute an agreement with Orrick, Herrington & Sutcliffe, LLP for bond counsel services related to the refunding of the Tax Allocation Bonds for a one-year term beginning August 21, 2018 through July 31, 2019, for a not -to -exceed amount of $66,500, subject to non -substantive changes approved by the City Manager and the Agency Counsel. 3) Authorize the City Manager and Clerk of the Council to execute an agreement with Best, Best & Krieger, LLP for disclosure counsel services related to the refunding of the Tax Allocation Bonds for a one-year term beginning August 21, 2018 through July 31, 2019, for a not -to -exceed amount of $52,500, subject to non -substantive changes approved by the City Manager and theAgency Counsel . DISCUSSION As a best practice and a matter of prudence, the City's Finance and Management Services Agency, , valuates the City's existing debt obligations to identify potential savings in its borrowing SA-3-1 Agreements with Urban Futures, Orrick & BBK August 21, 2018 Page 2 costs. The analysis disclosed that interest rates have decreased since the original issuance of the bonds in both 2003 and 2011. As a result, staff began to discuss its options with its financial advisor Urban Futures, Inc. ("UFI"). After conducting its due diligence, which encompassed evaluation of the current interest rate and financing environment, it was determined that both the 2003 and 2011 Tax Allocation Bonds (TAB's) were appropriate to initiate the Refunding Process ("refunding"). Both the 2003 and 2011 TAB's were originally issued by the former Santa Ana Redevelopment Agency (RDA). Staff began analyzing the feasibility of a refunding in 2016. In preparation for the refunding, staff directed UFI to issue Requests for Proposals ("RFPs") for bond and disclosure counsel services. Six proposals were received. After evaluating the proposals, staff recommended the Successor Agency to engage Orrick, Herrignton & Sutcliffe ("Orrick") as the bond counsel and Best Best & Krieger, LLP (BBK) as disclosure counsel. Both Orrickand BBK, presented the lowest cost of the experienced firms available for bond and disclosure counsel services respectively. Staff utilized the pool of financial advisors previously authorized by the City Council to select and engage UFI as its financial advisor. However, due to litigation surrounding the California Department of Finance's ("DOF") decision on unencumbered funding for affordable housing (Cuenca v. Cohen 2017), the efforts of refunding the Tax Allocation Bonds in 2016 were temporarily halted. Subsequent to the California Supreme Court upholding the DOF's decision, staff has resumed the process of refunding the 2003 A & B bonds and is now recommending to include the 2011 bonds to generate additional debt service savings. The Oversight Board and the Successor Agency approved the authorizing resolutions to refund the Tax Allocation Bonds at their respective meetings on June 27, 2018 and July 17, 2018. Currently, and per AB 1484, the DOF is reviewing the resolutions and the issuance of the refunding bonds. The DOF has sixty days to review and upon approval, staff will present to the Successor Agency the financing documents in order to execute the refunding. CURRENT MARKET ANALYSIS Currently, market interest rates are at 3.49%. Refinancing the 2003A & B and 2011A Bonds through the issuance of a refunding bond issue (the "2018 Bonds") is expected to generate a total debt service savings of approximately $19.9 million, without extending the current maturity date of the bonds. In order to maximize the savings amount, the Agency will contribute the existing cash funded reserve account (approx. $6.7 million) and unexpended proceeds (approx. $5.8 million) from the 2011 A Bonds, to the refunding escrow for the 2018 Bonds. The former RDA was prohibited from entering into new agreements for the use of the 2011 bond proceeds upon enactment of AB X1 26, shortly after the issuance of the 2011 Bonds. As such, the $5.8 million remain unexpended and is available to be used in this refunding transaction. The final savings amount will depend on the market interest rates in effect at the time the 2018 Bonds are priced, which is anticipated to be during the first week of October 2018. Based on the redevelopment dissolution laws, the estimated annual savings amount (approximately $1.97 million per year through 2028 and then $100,000 from 2029 to 2031) would be allocated towards enforceable obligations, or shared among taxing entities (including: Santa Ana Unified School SA-3-2 Agreements with Urban Futures, Orrick & BBK August 21, 2018 Page 3 District, the County of Orange, Rancho Santiago Community College District and other countywide special districts) as residual revenues. In anticipation of DOF approval and in order to continue with the process of refunding, staff is recommending to reconfirm and assign the following financing team members: Urban Futures, Inc. ("UFI") as Financial Advisor and Fiscal Consultant; Orrick, Herrington & Sutcliffe, LLP ("Orrick") as Bond Counsel and; Best, Best & Krieger, LLP ("BBK") as Disclosure Counsel. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #4 — City Financial Stability, Objective #2 — (Provide a reliable five-year financial forecast that ensures financial stability in accordance with the strategic plan), Strategy D (Conduct an assessment of the City's debt and refinancing options to achieve savings). FISCAL IMPACT All costs associated with this transaction will be paid at closing of the Refunding Process, with proceeds from the refunding 2018 Bonds scheduled for October/November 2018. Steven A. Mendoza Executive Director Community Development Agency Sergio Vidal go Assistant Finance Director Finance and Management Services Agency Exhibits: 1. Urban Futures Inc. Agreement 2. Orrick, Herrington & Sutcliffe, LLP Agreement 3. Best, Best & Krieger, LLP Agreement SA-3-3 SA-3-4 Exhibit 1 PROFESSIONAL SERVICES AGREEMENT WITH URBAN FUTURES, INC. FOR FINANCIAL ADVISORY SERVICES THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this day of , 2018, by and between Urban Futures, Incorporated (herein "Consultant"), and the Successor Agency to the Community Redevelopment Agency for the City of Santa Ana, a public body, corporate and politic (hereinafter "Successor Agency"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the financial advisory and fiscal consultant work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City of Santa Ana and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits. Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement including, but not limited to, registration as a financial advisor with the Securities and Exchange Commission (SEC) and Municipal Securities RulemakingBoard(MSRB). 2.0 CONTINGENT COMPENSATION 2.1 Contract Sum. Payment to Consultant is contingent upon final bond team and package approval by Successor Agency Board with regard to the refunding of outstanding Community Redevelopment Agency Series 2003A and 2003B and 2011 Tax Allocation Bonds (TABS). For the services rendered pursuant to this Agreement, the Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference. Total compensation under this Agreement shall not exceed $85,000.00. 2.2 Invoicing. Consultant shall maintain a detailed invoice, in the form approved by City's Finance Director, describing the tasks performed and amount charged for each such task. The Successor Agency shall review the invoice and pay Consultant the approved charges no later than thirty (30) days following the Successor Agency Board action referenced above. 1 SA-3-5 Exhibit 1 3.0 COORDINATION OF WORK 3.1 Representative of Consultant. Michael Busch is hereby designated as being the principal and representative of the Consultant authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. 3.2 Contract Officer. The City Manager of the City of Santa Ana, is hereby designated as being the representative of the Successor Agency authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager shall have the right to designate another Contract Officer by providing written notice to the Consultant. 3.3 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the Successor Agency. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of the City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the Successor Agency nor any of its employees shall have any control over tite manner, mode or means by which the Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent the contractor of the City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of the Successor Agency. 4.0 INSURANCE AND INDEMNIFICATION 4.1 Insurance. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to the Successor Agency, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate. Such insurance shall (a) name the Successor Agency, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the Successor Agency; and (c) contain standard separation of insured'sprovisions. (b) Worker's Compensation Insurance. A policy of worker's SA-3-6 Exhibit 1 compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Consultant and the Successor Agency against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Said policy shall include coverage for owned, non -owned, leased and hired cars. (d) Professional Liability or Error and Omissions Insurance. A policy of insurance in an amount not less than $1,000,000.00 per claim or as is customary for the work to be performed under this contract with respect to loss arising from the actions of Consultant perfonningprofessional services hereunder on behalf ofthe Successor Agency. All of the above policies of insurance shall be primary insurance and shall name the Successor Agency, its officers, employees and agents as additional insured's. The insurer shall waive all rights of subrogation and contribution it may have against the Successor Agency, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the Successor Agency. In the event any of said policies of insurance are canceled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the Successor Agency with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverage and said Certificates of insurance or binders are approved by the Successor Agency. CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. The Consultant agrees that the provisions of this Section 4.1 shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Successor Agency Attorney due 3 SA-3-7 Exhibit 1 to unique circumstances. 4.2 Indemnification. Consultant agrees to indemnify the Successor Agency, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, including paying any legal costs, attorney's fees, or paying any judgment (herein "claims ordiabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the performance of the work or services of the Consultant, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of the Consultant hereunder, or arising from the Consultant's negligent performance of or failure to perform any term, provision covenant or condition of this Agreement, but excluding such claims or liabilities to the extent caused by the sole negligence or willful misconduct of the Successor Agency. 4 SA-3-8 Exhibit 1 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall begin on the Effective Date and continue in full force and effect until July 31, 2019. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the Successor Agency Legal Counsel. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Consultant shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. 6.0 MISCELLANEOUS 6.1 Covenant Aeainst Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non -liability of Successor Aeencv Officers and Employees. No officer or employee of the Successor Agency shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the Successor Agency or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the Successor Agency shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the Successor Agency, to the City Manager and to the attention of the Contract Officer, Clerk of the Council, City of Santa Ana, 20 Civic Center Plaza (M-30), P.O. Box 1988, Santa Ana, California 92702-1988, and in the case of the Consultant, to the person at the address designated on the execution page of this Agreement. 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might 5 SA-3-9 Exhibit 1 otherwise apply. 6.6 Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the parry's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys fees, whether or not the matter proceeds tojudgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate anyprovision of any other Agreement to which said party is bound. C SA-3-10 Exhibit 1 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. ATTEST: MARIAD.HUIZAR Clerk of the Council SUCCESSOR AGENCY OF THE CITY OF SANTA ANA RAUL GODINEZ II City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT I Urban Futures, Inc. Recommended for Approval: Sergio Vidal Assistant Finance Director Finance and Management Services Agency LE Michael Busch Chief Executive Officer Address: 17821 E. 17' Street, Suite 245 Tustin, CA 92780 7 SA-3-11 Exhibit 1 EXHIBIT"A" SCOPE OF SERVICES The specific tasks to be performed and completed by Consultant in performing the financial advisory and fiscal consultant services are as provided below in this Exhibit "A". Consultant shall complete all services under this Agreement within the Tenn, as described in Section 5.1. 1. Assist in the selection of appropriate team members, such as underwriter, bond counsel, and other members of the financing team (depending on method of sale). 2. If requested, prepare fee comparables necessary to negotiate professional service fees. 3. Coordinate review and approval of financing documents with outside State agencies. 4. Evaluate the financing structure, to include debt service schedules; call features; bond security; flow of funds; sources and uses of funds including costs of issuance; underwriters discount and original issue discount; investment of bond proceeds; and estimated positive and negative cash flow to the Client. 5. Assist client staff, underwriters and other financing team members in working with credit rating agencies and financial institutions, and prepare any presentation materials and documentation for rating and credit reviews. 6. Work with client staff, bond counsel, disclosure counsel, underwriters and other participants, to review, prepare and advise on information contained in the preliminary and final official statements, Indenture of Trust, fiscal agent agreement, investment agreements, and other legal and disclosure documents and materials required to facilitate the sale of the bonds. 7. Prepare a pre -pricing book and comparable rates and scales to ensure the client is receiving the best yield in the market. 8. Assist in the final closing of the financing and monitor market conditions including interest rate "spreads" between various tax-exempt and taxable securities, up until the actual marketing and pricing of the bonds. 8 SA-3-12 z 0 H Q z Z m a 0 m U = w X 0 W J LU W 2 V N .7 0 c X W N a o 0 Y Y N N N Z O IYIf IYIf z U u a a a a aavva E E EEEoD° wVa EL D_ c0 O O O ON C "Vvi Oa v0i N0 a.n a. w U wuw w ag o n N a tD Ln tD O 'O O Ln n D1 N Dl Ln N O D1 (n C O to n V' -t Ln V' tD D1 m N d' O O a N D1 w n O m Ln -* Yn al m O tD a Ln. H CDr+ tD n a tD in m m tO o Do 0 n 0 m 0 N 0 m 0 Ln 0 o 0 0 0 o o tD n a o 0 0 o c o 0 0 0 0 o d 0 0 0 0 0 0 0 0 0 0 0 0 ��LmLnOgLn00gLq0 "Ioo�ttODtoDN00N a1D"n " o VT VT VT V1 ur V1 V! to V/ V! VF N O O N N u Ln i C N ~ O ~ a CL vT to VT V? O O O O O O O O O O CD O cm O O O O O O O O O a N 0 0 0 O' to O O O m O co O tD m U. Ow 10n t�D w N' N "NV en VT V} V?{j!r'1/P 'V}I{I 1A Vf VT �n to V? fL I C a Y E w 0 n ,ro N y m v U Q ma c c2 c E m 0 u0i a a Q a Qj C t0 Y C k aa+ y V U C tC0 V � � Y Yf rL O O CO iL. ll. H t,i C: > C Ea SA-3-13 SA-3-14 Exhibit 2 SPECIAL LEGAL COUNSEL SERVICES AGREEMENT This AGREEMENT, made and entered into this _ day of , 2018, by and between Orrick, Herrington & Sutcliffe LLP, a Califomia professional law corporation ("Attorneys"), and the Successor Agency to the Community Redevelopment Agency for the City of Santa Ana, a public body, corporate and politic (hereinafter "Successor Agency"). RECITALS A. Successor Agency desires to employ Attorneys to assist the Successor Agency Legal Counsel in the provision of specialized legal services to the Successor Agency in a bond issuance, refinancing and refunding, and other related legal matters, as well as serving as bond counsel, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of public financing and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS Successor Agency hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the Successor Agency Legal Counsel in bond counsel services related to 2018 Tax Allocation Refunding Bonds and other legal issues when and as requested by the Successor Agency Legal Counsel to do so. Attorneys accept said retention and agree to perform, in timely and efficient manner, all such services as may be requested by the Successor Agency Legal Counsel. Attorneys shall confirm their acceptance of work requested by Successor Agency in writing by e-mail or letter. 2. A. CONTRACT SUM Payment to Consultant is contingent upon final bond team and package approval by Successor Agency Board with regard to the refunding of outstanding Community Redevelopment Agency Series 2003A and 2003B and 2011 Tax Allocation Bonds (TABs). Successor Agency agrees to compensate Attorneys, and Attorneys agree to accept from Successor Agency, as and for payment in full for all of said services in regard to each such action, compensation which shall not exceed $66,500.00. See Schedule of Compensation attached hereto as Exhibit A and incorporated herein by reference. B. REIMBURSEMENT FOR COSTS Successor Agency agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, expert witness fees, copying costs, service of process, and mail services authorized by the Successor Agency Legal Counsel in connection with the performance of duties under this Agreement. Any costs in excess of $5,000 require Successor Agency Legal Counsel approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. SA-3-15 Exhibit 2 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc). 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the Successor Agency Legal Counsel, as aforesaid, shall be and remain under, and subject to the control and direction of said Successor Agency Legal Counsel at all stages, and that they shall at all times keep the Successor Agency Legal Counsel informed of all matters pertaining thereto. Successor Agency will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by Successor Agency, as hereinafter specified, they shall return to Successor Agency Legal Counsel any and all files then in their possession concerning each and every matter or proceeding in which they represented the Successor Agency pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the Successor Agency Legal Counsel, Director of Finance, and anyone other person(s) designated by the Successor Agency informed of significant events in the transaction. 6. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2019, unless terminated earlier pursuant to Section 13 below. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the Successor Agency Legal Counsel. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of Successor Agency. 8. INSURANCE Attorneys shall provide to the Successor Agency Legal Counsel proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to fumish the Successor Agency with required proof that insurance has been procured and is in force and paid for, the Successor Agency shall have the right, at the Successor Agency's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. 7. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the Successor Agency, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of Attorneys' negligent or wrongful performance or conduct of this Agreement. 8. CONFIDENTIALITY If Attorneys receive from the Successor Agency information, which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Attorneys agree that it shall not use or disclose such information except in the performance of this Agreement, and further agree to exercise the same degree of care it uses to 2 SA-3-16 Exhibit 2 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 Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the Successor Agency. 9. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: Successor Agency: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: Successor Agency Legal Counsel City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Justin Cooper, Partner Orrick, Herrington & Sutcliffe LLP 405 Howard Street San Francisco, CA 94105 Facsimile: (415) 773-5759 Email: icooperOorrick.com A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other 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 3 SA-3-17 Exhibit 2 postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the Successor Agency and Attorneys, 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 Successor Agency and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the Successor Agency. 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 parties, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Successor Agency and any such assignment, transfer, delegation or subcontract without the Successor Agency's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Successor Agency's ability to have any of the services which are the subject of this Agreement performed by Successor Agency personnel or by other Attorneys retained by Successor Agency. 13. TERMINATION This Agreement may be terminated by Successor Agency at any time. As a condition of such termination, Attorneys shall deliver to the Successor Agency all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide reasonable notice to arrange alternative representation. In such case, Successor Agency agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in any litigation in which Attorneys may be involved. 14. DISCRIMINATION Attorneys 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. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both SA-3-18 Exhibit 2 parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. MISCELLANEOUS PROVISIONS 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 Successor Agency fully, including reasonable costs and attorney's fees, for any injuries or damages to Successor Agency in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: SUCCESSOR AGENCY OF THE CITY OF SANTA ANA Maria D. Huizar Clerk of the Council Raul Godinez II City Manager APPROVED AS TO FORM: SONIA R. CARVALHO ORRICK, HERRINGTON & SUTCLIFFE Successdi1eencx-Leeal Counsel LLP By: ' Ryan o g By: Assistant al Co sel Name: Title: Tax ID No. Recommended for Approval: Sergio Vidal Assistant Finance Director 5 SA-3-19 SA-3-20 Exhibit 3 SPECIAL LEGAL COUNSEL SERVICES AGREEMENT This AGREEMENT, made and entered into this _ day of 2018, by and between Best Best & Krieger, a California Professional Corporation ("Attorneys"), and the Successor Agency to the Community Redevelopment Agency for the City of Santa Ana, a public body, corporate and politic (hereinafter "Successor Agency"). RECITALS A. Successor Agency desires to employ Attorneys to assist the Successor Agency Legal Counsel in the provision of specialized legal services to the Successor Agency in a bond issuance, refinancing and refunding, and other related legal matters, as well as serving as disclosure counsel, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of public financing and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS Successor Agency hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the Successor Agency Legal Counsel in disclosure counsel services related to 2018 Tax Allocation Refunding Bonds and other legal issues when and as requested by the Successor Agency Legal Counsel to do so. Attorneys accept said retention and agree to perform, in timely and efficient manner, all such services as may be requested by the Successor Agency Legal Counsel. Attorneys shall confirm their acceptance of work requested by Successor Agency in writing by e-mail or letter. 2. PAYMENT FOR SERVICES RENDERED A. CONTRACT SUM Payment to Consultant is contingent upon final bond team and package approval by Successor Agency Board with regard to the refunding of outstanding Community Redevelopment Agency Series 2003A and 2003B and 2011 Tax Allocation Bonds (TABs). Successor Agency agrees to compensate Attorneys, and Attorneys agree to accept from Successor Agency, as and for payment in full for all of said services in regard to each such action, compensation which shall not exceed $52,500.00. See Schedule of Compensation attached hereto as Exhibit A and incorporated herein by reference. B. REIMBURSEMENT FOR COSTS Successor Agency agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, expert witness fees, copying costs, service of process, and mail services authorized by the Successor Agency Legal Counsel in connection with the performance of duties under this Agreement. Any costs in excess of $5,000 require Successor Agency Legal Counsel approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 1 SA-3-21 Exhibit 3 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc). 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the Successor Agency Legal Counsel, as aforesaid, shall be and remain under, and subject to the control and direction of said Successor Agency Legal Counsel at all stages, and that they shall at all times keep the Successor Agency Legal Counsel informed of all matters pertaining thereto. Successor Agency will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by Successor Agency, as hereinafter specified, they shall return to Successor Agency Legal Counsel any and all files then in their possession concerning each and every matter or proceeding in which they represented the Successor Agency pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the Successor Agency Legal Counsel, Director of Finance, and anyone other person(s) designated by the Successor Agency informed of significant events in the transaction. 6. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2019, unless terminated earlier pursuant to Section 13 below. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the Successor Agency Legal Counsel. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of Successor Agency. 8. INSURANCE Attorneys shall provide to the Successor Agency Legal Counsel proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than S 1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to furnish the Successor Agency with required proof that insurance has been procured and is in force and paid for, the Successor Agency shall have the right, at the Successor Agency's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. 7. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the Successor Agency, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of Attorneys' negligent or wrongful performance or conduct of this Agreement. 8. CONFIDENTIALITY If Attorneys receive from the Successor Agency information, which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Attorneys agree that it shall not use or disclose such information except in the performance of this Agreement, and further agree to exercise the same degree of care it uses to 2 SA-3-22 Exhibit 3 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 Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the Successor Agency. 9. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: Successor Agency: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: Successor Agency Legal Counsel City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Best Best & Krieger 3390 University Avenue, 5'h Floor P.O. Box 1028 Riverside, California 92502 Phone: (951) 686-1450 Facsimile: (951) 686-3083 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be 3 SA-3-23 Exhibit 3 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. 1l. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the Successor Agency and Attorneys, 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 Successor Agency and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the Successor Agency. 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 parties, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Successor Agency and any such assignment, transfer, delegation or subcontract without the Successor Agency's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Successor Agency's ability to have any of the services which are the subject of this Agreement performed by Successor Agency personnel or by other Attorneys retained by Successor Agency. 13. TERMINATION This Agreement may be terminated by Successor Agency at any time. As a condition of such termination, Attorneys shall deliver to the Successor Agency all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide reasonable notice to arrange alternative representation. In such case, Successor Agency agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in any litigation in which Attorneys maybe involved. 14. DISCRIMINATION Attorneys 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. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. SA-3-24 Exhibit 3 16. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Successor Agency fully, including reasonable costs and attorney's fees, for any injuries or damages to Successor Agency in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R.,QARVALHO Counsel By: RyanO. Assistant Recommended for Approval: Sergio Vidal Assistant Finance Director SUCCESSOR AGENCY OF THE CITY OF SANTA ANA Raul Godinez II City Manager BEST BEST & KRIEGER By: Name: Title: Tax ID No. SA-3-25 SA-3-26