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HomeMy WebLinkAbout FULL PACKET_2020-19-05DRAFT MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA May 5, 2020 CLOSED SESSION MEETING - 5:00 p.m. IN AN EFFORT TO PROTECT PUBLIC HEALTH AND PREVENT THE SPREAD OF COVID-19 (CORONAVIRUS), THE CITY OF SANTA ANA DECLARED A LOCAL EMERGENCY. CITY COUNCIL WILL MEET VIA TELECONFERENCE. THERE WILL BE NO IN -PERSON PUBLIC MEETING LOCATION. TO WATCH THE MEETING: LIVE STREAM AT SANTA-ANA.ORG/CITY-MEETINGS AND YOUTUBE; CABLE CHANNEL 3 (SPECTRUM) OR CHANNEL 99 (AT&T U- verse). TO PROVIDE COMMENT ON AGENDA ITEMS, SUBMIT YOUR COMMENTS VIA EMAIL TO ECOMMENT@SANTA-ANA.ORG BY 5:00 P.M. ON COUNCIL MEETING TUESDAY. TO PROVIDE A COMMENT AT THE TIME THE ITEM IS BEING DISCUSSED ON PUBLIC HEARING AND NON -AGENDA ITEMS, CALL: (669) 900-9128, MEETING ID: 315 965 149#. CALL TO ORDER - MAYOR PULIDO Mayor Pulido called the closed session to order at 5:03 p.m. Councilmember Sarmiento and Councilmember Solorio joined the meeting at 5:06 p.m. Councilmembers, BACERRA, IGLESIAS, PENALOZA, SARMIENTO, SOLORIO AND VILLEGAS PUBLIC COMMENTS - In accordance with California Governor's Executive Order N-25- 20 regarding the Brown Act and guidance from the California Department of Public Health on gatherings, please note the following: Comments for Public Participation or for a specific item on the agenda will be accepted by email only. Comments will be viewable on the City Meetings web page. The City Clerk will announce a report in support of or opposition to an item. The deadline to submit your comments is Council meeting Tuesday, by 5:00 p.m. Please email your comments to ecomment@santa-ana.org Please state your name for the record, on the subject line of your email, state the following: "Public Comment for Agenda Item No. #" DRAFT CITY COUNCIL MINUTES 104-1 MAY 5, 2020 None. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: A. Dongyuan Li; Romaldo Marchan Delgado v. City of Santa Ana; Ricky Prieto and Caroline Contreras, U.S. District Court, Case No. 8:20-cv-00068-JLS (JDE) B. City of Santa Ana v. County of Orange, et al, United States District Court Case No. SA CV 20-0069-DOC (DFMx) C. City of Santa Ana, People of the State of California v. Orange County Association for Mental Health DBA Mental Health Association of Orange County, et al., Orange County Superior Court Case No. 30-2020-01124174- CU-MC-CJC 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) E. City of Santa Ana v. County of Orange, et al., (Cross -Complaint), U.S. District Court (Central District of California), Case No. SA CV 18-0155-DOC (KESx) 2. CONFERENCE WITH LEGAL COUNSEL - POTENTIAL LITIGATION Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9 of the Government Code: One Case - California Apartment Association Coalition potential challenge to City's temporary order prohibiting rent increases. 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. City Attorney Sonia Carvalho stated there was no reportable action. r_1.aL111:7►Eel 11601:11 &*&&AEel ►r_l►1.xele]0 0:11►1:2r.11r:IQ:7xe11JA_Vz.]»0�y*&AEel ►1 Mayor Pulido adjourned Closed Session meeting at 6:11 p.m. and convened to the Regular Open Session. DRAFT CITY COUNCIL MINUTES 1 O z _w MAY 5, 2020 CITY COUNCIL REGULAR OPEN MEETING MAY 5, 2020, 5:45 p.m. (Immediately following the Closed Session Meeting) CALL TO ORDER - MAYOR PULIDO Mayor Pulido adjourned the Closed Session at 6:11 p.m. and called the Regular Open Session to order at 6:17 p.m. COUNCILMEMBERS Present: Mayor Pulido Mayor Pro Tern Villegas Councilmember Bacerra Councilmember Penaloza Councilmember Sarmiento Councilmember Solorio COUNCILMEMBERS Absent: Councilmember Iglesias STAFF Present Clerk of the Council Daisy Gom( PLEDGE OF ALLEGIANCE - MAYOR PULIDO INVOCATION - JACK ABEELEN, POLICE CHAPLAIN comment. CLOSED SESSION REPORT - The City Attorney will report items to be added to Consent Calendar Item 19A from the Closed Session meeting. City Attorney Sonia Carvalho stated there was no reportable action. PUBLIC COMMENTS - In accordance with California Governor's Executive Order N-25- 20 regarding the Brown Act and guidance from the California Department of Public Health on gatherings, please note the following: Comments for Public Participation or for a specific item on the agenda will be accepted by email only. Comments will be viewable on the City Meetings web page. The City Clerk will announce a report in support of or opposition to an item. The deadline to submit your comments is Council meeting Tuesday, by 5:00 p.m. Please email your comments to ecomment@santa-ana.org Please state your name for the record, on the subject line of your email, state the following: "Public Comment for Agenda Item No. #" Correspondence for items 11A and 11 B received and entered into record. DRAFT CITY COUNCIL MINUTES 1 Off,-3 MAY 5, 2020 CONSENT CALENDAR MOTION: Approve staff recommendations on the following Consent Calendar Items 10A through 55A with the exception of items 11A, 11 B, 19C, and 25B. ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF APRIL 21, 2020 — Clerk of the Council Office MOTION: Approved Minutes. ORDINANCES/SECOND READING - In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A. ADOPT ORDINANCE NO. NS-XXXX - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, REPEALING ORDINANCE NO. NS- 2980 APPROVING AMENDMENT APPLICATION NO. 2018-10 REZONING THE PROPERTY LOCATED AT 2525 NORTH MAIN STREET FROM PROFESSIONAL (P) TO SPECIFIC DEVELOPMENT NO. 93 (SD-93) (AA NO. 2018-10) AND ADOPTING SPECIFIC DEVELOPMENT NO. 93 (SD-93) FOR SAID PROPERTY — Clerk of the Council Office - Placed on first reading at the April 21, 2020 City Council meeting and approved by a vote of 6-0 (Solorio abstained). Published in the Orange County Reporter on April 24, 2020. MOTION: Place ordinance on second reading and adopt. Motion to adopt and place ordinance on second reading and adopt Ordinance No. NS- 2988. moved by Councilmember Penaloza seconded by Councilmember Bacerra. Councilmember Penaloza motioned to adopt, seconded by Councilmember Bacerra. MOTION: Councilmember SECOND: Councilmember Bacerra Penaloza VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember Penaloza, Councilmember Sarmiento (5) NOES: None (0) ABSTAIN: Councilmember Solorio (1) ABSENT: Councilmember Iglesias (1) DRAFT CITY COUNCIL MINUTES 1 O Q _4 MAY 5, 2020 11 B. ADOPT ORDINANCE NO. NS-XXXX - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO THE PROVISIONS OF SPECIFIC DEVELOPMENT NO. 75 (SD-75) TO ALLOW RESIDENTIAL USES AND TO APPROVE RESIDENTIAL DEVELOPMENT STANDARDS FOR THE ONE BROADWAY PLAZA MIXED -USE DEVELOPMENT AT 1109 NORTH BROADWAY — Planning and Building Agency - Placed on first reading at the April 21, 2020 City Council meeting and approved by a vote of 6-1 (Iglesias dissented). Published in the Orange County Reporter on April 24, 2020. MOTION: Place ordinance on second reading and adopt. Clerk of the Council, Daisy Gomez, reported out on correspondence received for Item 11 B. Motion to Adopt Place ordinance on second reading and adopt Ordinance No. NS- 2989. moved by Councilmember Bacerra seconded by Councilmember Solorio. Councilmember Bacerra motioned to adopt, seconded by Councilmember Solorio. MOTION: Councilmember Bacerra VOTE: AYES: MISCELLANEOUS ADMINISTRATION SECOND: Councilmember Solorio Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio (6) None (0) None (0) Councilmember Iglesias (1) 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office City Attorney Sonia Carvalho stated there was no reportable action. During the Housing Authority meeting, Council excused the absence of Councilmember Iglesias from the Regular Open meeting held on May 5, 2020 by a vote of 6-0, motioned by Mayor Pro Tern Villegas and seconded by Councilmember Sarmiento. DRAFT CITY COUNCIL MINUTES 1 O $, _5 MAY 5, 2020 19C. RECEIVE AND FILE QUARTERLY REPORT FOR HOUSING DIVISION PROJECTS AND ACTIVITIES JANUARY 2020-MARCH 2O20 - Community Development Agency MOTION: Receive and file the Quarterly Report for Housing Division Projects and Activities for the period of January 2020-March 2020. Motion to Approve receive and file the Quarterly Report for Housing Division Projects and Activities for the period of January 2020-March 2020. moved by Councilmember Bacerra seconded by Councilmember Penaloza. Councilmember Bacerra motioned to approve, seconded by Councilmember Penaloza. MOTION: Councilmember SECOND: Councilmember Penaloza Bacerra VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio (6) NOES: None (0) ' ABSTAIN: None (0) ABSENT: Councilmember Iglesias (1) X Mayor Pulido announced that ltems 11A'and 115 will be considered later in the evening; and Councilmember Penaloza inquired about the method of providing public comment. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROVE AN APPROPRIATION ADJUSTMENT RECOGNIZING $10,000, AUTHORIZE EXECUTION OF A COOPERATIVE AGREEMENT WITH THE ORANGE COUNTY TRANSPORTATION AUTHORITY TO ACQUIRE PROPERTIES AND EASEMENTS, REIMBURSE THE CITY FOR PROJECT COSTS RELATED TO THE SR-55 WIDENING PROJECT, AND APPROVE STAFF TO PROCEED WITH A 'CONSTRUCTION MANAGER AT RISK' DELIVERY METHOD FOR WATER RELOCATION PROJECTS (NON -GENERAL FUND) - Public Works Agency Authorize the City Manager to execute a Cooperative Agreement C-0-2201 with the Orange County Transportation Authority (OCTA) to acquire City properties DRAFT CITY COUNCIL MINUTES 1 O fj, _6 MAY 5, 2020 and easements, and reimburse the City up to $100,000 until June 30, 2025 for actual costs of services related to the State Route 55 Improvement Project, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-166 - Recognizing $10,000 in funds from OCTA, as outlined in the cooperative agreement for the State Route 55 Improvement Project, into the Measure M OCTA Transitway Project Fund revenue account and appropriating the same into the Measure M OCTA Transitway Project Fund expenditure account. 3. Approve an amendment to the Fiscal Year 2019-20 Capital Improvement Program to add SR-55 Widening Project to include design funds in the amount of $10, 000. 4. Authorize the City Manager to execute three utility reimbursement agreements, COSA-1101/1103, COSA-1115, and COSA-1117, with the Orange County Transportation Authority for water relocation project costs related to the State Route 55 widening project until June 30, 2025, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A- 2020-XXX, A-2020-XXX and A-2020-XXX). 5. Approve the use of a `Construction Manager at Risk' Delivery Method for the associated pipeline replacement and pressure reducing station relocation projects. This consent Item was approved: Agreement No. 2020-086 - ORANGE' COUNTY TRANSPORTATION AUTHORITY COOPERATIVE AGREEMENT NO. C-0-220, Agreement No. 2020-087 - ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT NO. COSA 1101/1103, Agreement No. 2020-088 - ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT NO. COSA -1115, and Agreement No. 2020-089 - ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT NO. COSA-1117 20B. APPROVE AN APPROPRIATION ADJUSTMENT, AUTHORIZE A BUDGET REALLOCATION, AND AWARD A CONSTRUCTION CONTRACT TO HYM ENGINEERING, INC. IN THE AMOUNT OF $882,919, FOR THE HAZARD AVENUE BIKE LANES PROJECT WITH AN ESTIMATED TOTAL COST OF $1,081,000 (PROJECT NO. 18-6903) (NON -GENERAL FUND) - Public Works Agency Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-165 - Recognizing $935,000 in Fiscal Year 2018-19 Congestion Mitigation and Air Quality (CMAQ) construction DRAFT CITY COUNCIL MINUTES 1 U z _7 MAY 5, 2020 funds in the Select Street Construction, Federal Grant -Indirect revenue account and reappropriating the same amount in Fiscal Year 2019-20 Select Street Construction, Improvements Other Than Building expenditure account. 2. Authorize reallocation of $18,000 in unspent Measure M2 Local Fairshare funds from the Bike Lane Development Project (No. 19-6904) to the Hazard Avenue Protected and Class II Bike Lanes Project (No. 18-6903), to fulfill the City matching funds requirement. 3. Award a construction contract to HYM Engineering, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $882,919, for construction of Hazard Avenue Bike Lanes Project, for the term beginning on May 5, 2020 and ending upon project completion, and authorize the City Manager to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney 4. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,081,000, which includes $882,919 for the construction contract; $109,741 for contract administration, inspection and testing; and a $88,340 project contingency for unanticipated or unforeseen work 20C. APPROVE AN APPROPRIATION ADJUSTMENT AND APPROVE A MEMORANDUM OF UNDERSTANDING WITH THE PART-TIME CIVIL SERVICE EMPLOYEES' UNIT, SERVICE EMPLOYEES INTERNATIONAL UNION LOCAL 721 (SEIU) (GENERAL FUND AND OTHER FUNDS) - Human Resources Department Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-174 - Transferring $10,980 from General Fund Non -Departmental into the appropriate General Fund Accounting Units. 2. Authorize with City Manager to execute a Memorandum of Understanding (MOU) with the Part -Time Civil Service Employees' Unit (PTCS), Service Employees International Union Local 721 (SEIU) for the period of July 1, 2019 through June 30, 2022, regarding wages and other terms and conditions of employment (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-090 was approved. SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES DRAFT CITY COUNCIL MINUTES 1 O $ _8 MAY 5, 2020 22A. AMEND THE BLANKET ORDER CONTRACT AWARD FOR DESKTOP COMPUTERS, LAPTOPS, MOBILE DEVICES AND RELATED EQUIPMENT IN AN ANNUAL AGGREGATE AMOUNT NOT TO EXCEED $600,000 (SPECIFICATION NO. 18-074) (VARIOUS FUNDS) - Finance and Management Services Agency and Information Technology Department MOTION: Amend the contracts for desktop computers, laptops, mobile devices and related equipment to increase the annual agreement amount by an additional $200,000, for a revised annual aggregate amount not to exceed $600,000 subject to non -substantive changes approved by the City Manager and City Attorney, with the following vendors: 1. 2nd Gear, LLC — Costa Mesa, CA 2. Dell Computer Corp. — Austin, ;ie PROJECTS/CHANGE ORDERS A1kN 41116, 23A. AMEND THE FISCAL YEAR 2019-20 CAPITAL IMPROVEMENT PROGRAM, AWARD A CONSTRUCTION CONTRACT TO VIDO SAMARZICH. INC. IN THE AMOUNT OF $398,700 FOR THE LOCAL STREET CURB RAMP IMPROVEMENTS PHASE II PROJECT, ESTIMATED DELIVERY COST: $405,490 (PROJECT NO 20- 7548) (NON -GENERAL FUND, GRANT -FUNDED) - Public Works Agency and Community Development Agency 1. Approve an amendment to the Fiscal Year 2019-20 Capital Improvement Program adding the Local Street Curb Ramp Improvements Phase II Project with a budget of $405,490 in reprogrammed Community Development Block Grant (CDBG) funding. Award a construction contract to Vido Samarzich, Inc., the lowest responsible bidder, in accordance with the base bid, in the amount of $398,700, for construction of the Local Street Curb Ramp Improvements Phase II Project, for the term beginning May 5, 2020 and ending upon project completion, and authorize the City Manager to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $405,490, which includes $398,700 for the construction contract, $6,790 for contract administration, inspection and testing, paid with Community Development Block Grant funding. 23B. AUTHORIZE THE ISSUANCE OF A CHANGE ORDER TO INCREASE THE CONSTRUCTION CONTRACT WITH R.J. NOBLE (PROJECT NO. 19-6941) BY DRAFT CITY COUNCIL MINUTES 1 Off,-s MAY 5, 2020 $952,978 TO PERFORM ADDITIONAL STREET IMPROVEMENTS, FOR A NEW ESTIMATED TOTAL PROJECT DELIVERY COST OF $1,985,538 (PROJECT NOS.19- 6941, 19-6617) (GENERAL FUND)— Public Works Agency MOTION: Authorize the issuance of a change order to increase the existing construction contract with R.J. Noble (Project No. 19-6941) to perform additional street improvements in the amount of $952,978, for a new total not to exceed $1,986,338, to be completed by June 30, 2020, subject to non -substantive changes approved by the City Manager and City Attorney AGREEMENTS 25A. APPROVE AN AMENDMENT TO AGREEMENTS WITH MIKE PRLICH AND SONS, PAULUS ENGINEERING, INC., AND TE ROBERTS, INC. FOR EMERGENCY ON -CALL SEWER AND WATER SYSTEM REPAIR SERVICES TO INCREASE TOTAL ANNUAL AMOUNT BY $250,000, WITH A TOTAL AGGREGATE AGREEMENT INCREASE AMOUNT NOT TO EXCEED $1,250,000 (RFP NO. 19-032) (NON -GENERAL FUND) — Public Works Agency MOTION: Authorize the City Manager to execute an amendment to the agreements with Mike Prlich and Sons, Paulus Engineering, Inc., and TE Roberts, Inc. to provide on -call emergency sewer and water system repair services for the three-year period beginning August 20, 2019, and expiring August 19, 2022, with a provision for one two-year extension exercisable by the City Manager and City Attorney, by increasing the total aggregate annual amount by $250,000, for a total aggregate agreement increase amount not to exceed $1,250,000, subject to nonsubstantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item was approved: Agreement No. 2020-091-01 - MIKE PRLICH AND SONS, Agreement No. 2020-091-02 - PAULUS ENGINEERING, INC., and Agreement No. 2020-091-03 - TE ROBERTS, INC. 25B. APPROVE MUNICIPAL FACILITIES LICENSE AGREEMENT WITH NEW CINGULAR WIRELESS PCS, LLC — Public Works Agency MOTION: Authorize the City Manager to execute an agreement with New Cingular Wireless PCS, LLC for the use of certain City facilities for a ten-year period beginning May 15, 2020, and expiring May 14, 2030, with a provision for two five-year extensions, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). Motion to continue Item 25B for 30-days to allow the Public Works Agency sufficient time to finalize their presentation and make it available to the public. moved by Councilmember Penaloza seconded by Councilmember Bacerra. DRAFT CITY COUNCIL MINUTES 1 O4_ 1 O MAY 5, 2020 Councilmember Penaloza motioned to continued, seconded by Councilmember Bacerra. MOTION VOTE: Councilmember Penaloza AYES: NOES: ABSTAIN ORDINANCES/FIRST READING SECOND: Councilmember Bacerra Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio (6) None (0) None (0) Councilmember Iglesias (1) It 14111h, 'X 50A. ORDINANCE FIRST READING: APPROVE THE TRANSFER OF THE PARKING OPERATIONS PROGRAM FROM THE FINANCE AND MANAGEMENT SERVICES AGENCY TO THE COMMUNITY DEVELOPMENT AGENCY — Finance and Management Services Agency and Community Development Agency MOTION: Place ordinance on first reading and authorize publication of title. AN ORDINANCE OF THE CITY OF SANTA ANA AMENDING CHAPTER 36, ARTICLE IV OF THE SANTA ANA MUNICIPAL CODE RELATING TO PARKING REGULATIONS TO TRANSFER THE PARKING OPERATIONS PROGRAM TO THE COMMUNITY DEVELOPMENT AGENCY RESOLUTIONS 55A. APPROVE AN APPROPRIATION ADJUSTMENT, APPROVE AGREEMENT WITH EMERGENCY PLANNING CONSULTANTS IN THE AMOUNT OF $74,000, AND ADOPT RESOLUTION ACCEPTING HAZARD MITIGATION GRANT PROGRAM (HMGP) FUNDS - Police Department 1. Adopt a resolution authorizing the City Manager to act on behalf of the City of Santa Ana for the purpose of obtaining and utilizing federal Hazard Mitigation Grant Program (HMGP) funds for hazard mitigation planning, provided by the US Department of Homeland Security and sub -granted through the State of California. 2. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT DRAFT CITY COUNCIL MINUTES 1 O -1 1 MAY 5, 2020 NO. 2020-164 - Recognizing up to $74,000 in Hazard Mitigation Grant Program (HMGP) funds in revenue account, and appropriating same to expenditure account. 3. Authorize the City Manager to execute a two-year agreement with a provision for a one-year extension to Emergency Planning Consultants, for the period of July 1, 2020 through June 30, 2022, for preparation of a Hazard Mitigation Plan, in an amount not to exceed $74,000, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item was approved: Resolution No. 2020-039, Agreement No. 2020-092 Ar Motion to approve staff recommendations on the following Consent Calendar items: 10A through 55A with the exception of items 11A, 11 B, 19C and 25B. moved by Councilmember Sarmiento seconded by Councilmember Solorio. Councilmember Sarmiento motioned to approve, seconded by Councilmember Solorio. MOTION: Councilmember Sarmiento AYES:, N S: :11�1 VT: SECOND: Councilmember Solorio Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio (6) None (0) None (0) Councilmember Iglesias (1) A019][6191Ki1►69:11►11111567_1IA►1U_1C7 BUSINESS CALENDAR ADMINISTRATIVE MATTERS - BUSINESS DRAFT CITY COUNCIL MINUTES 1 U4-12 MAY 5, 2020 60A. DISCUSS EXECUTIVE ORDERS ISSUED PURSUANT TO DECLARATION OF LOCAL COVID-19 EMERGENCY RESOLUTION NO. 2020-016 AND CONSIDER AFFIRMING, AMENDING, EXTENDING OR RESCINDING ORDER RELATED TO TEMPORARY BAN ON RESIDENTIAL RENT INCREASES — City Manager's Office MOTION: Review the City's three Executive Orders adopted in response to the COVID-19 emergency and discuss whether to affirm, amend, extend or rescind that portion of Executive Order No. 2-2020, imposing a temporary prohibition on residential rent increases. Clerk of the Council, Daisy Gomez, reported out on correspondence received for Item 60A. Motion to approve to affirm Executive Order No. 2-2020, imposing a temporary prohibition on residential rent increases. moved by Councilmember Sarmiento seconded by Councilmember Penaloza. Councilmember Sarmiento motioned to approve, seconded by Councilmember Penaloza. MOTION: Councilmember IN Sarmiento=' VOTE: AYES: AOIA NOES: ABSTAIN.; ABSENT: SECOND: Councilmember Penaloza Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember Penaloza, Councilmember Sarmiento (5) Councilmember Solorio (1) None (0) Councilmember Iglesias (1) Mayor Pulido announced that Councilmember Iglesias will not attend tonight's open regular meeting. 60B. DISCUSS THE ORANGE COUNTY SUPERIOR COURT COMMISSIONER'S ORDER TO RELEASE INDIVIDUALS WITH PRIOR SEXUAL ASSAULT CONVICTIONS EARLY AND INTO THE COMMUNITY MOTION: Discuss the Orange County Superior Court commissioner's order to release individuals with prior sexual assault convictions early and into the community and provide direction to staff. Motion to approve Mayor Pulido, on behalf of the Council, present a formal complaint letter to the Presiding Judge overseeing Commissioner Dane, file a copy with the Commission on Judicial Conduct, and reach out to the Orange County Mayors to DRAFT CITY COUNCIL MINUTES 1 U4-13 MAY 5, 2020 communicate the City's stance and request a unified front to issue their own respective letters. moved by Mayor Pulido seconded by Councilmember Bacerra. Mayor Pulido motioned to approve, seconded by Councilmember Bacerra. MOTION: Mayor SECOND: Councilmember Bacerra Pulido VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Bacerra, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio (6) NOES: None (0) 1 ABSTAIN: None (0) 14 ABSENT: Councilmember Iglesias (1 11A and 11 B considered after Item 60B. PUBLIC HEARINGS PUBLIC COMMENTS - PUBLIC HEARING ITEMS WILL BE MADE AVAILABLE TO COMMENT BY CALLING: (669) 900-9128, MEETING ID: 315 965 149#. DIAL *9 TO LET US KNOW THAT YOU WANT TO SPEAK. 75A. PUBLIC HEARING - APPROVE THE 2020-2024 FIVE-YEAR CONSOLIDATED PLAN, 2020-2021 ANNUAL ACTION PLAN, AND ANALYSIS OF IMPEDIMENTS TO FAIR HOUSING CHOICE AND AUTHORIZE SUBMISSION TO HOUSING AND URBAN DEVELOPMENT- Community Development Agency Legal Notice published in the Orange County Register, La Opinion, and Ngoi Viet on April 16, 2020. 1. Approve the 2020-2024 Five -Year Consolidated Plan, 2020-2021 Annual Action Plan, and Analysis of Impediments to Fair Housing Choice. Authorize the submission of the 2020-2024 Five -Year Consolidated Plan, 2020-2021 Annual Action Plan, and Analysis of Impediments to Fair Housing Choice to the United States Department of Housing and Urban Development. Executive Director of Community Development Agency Steven Mendoza provided a brief presentation. DRAFT CITY COUNCIL MINUTES 1 U }4_ 1 4 MAY 5, 2020 Mayor Pulido opened the public hearing at 7:18 p.m. 10011W OT,i "HTMINI Luis Sarmiento spoke regarding the inclusion of Community Land Trust, in the five-year consolidated plan. Fausto Ramirez spoke regarding rent increase. Nathaniel Greensides spoke regarding the benefits of positive development in areas of the city that are deficient and requests that the plan ensure direct involvement by the residents that are directly being impacted. Aft Seeing no one else wishing to speak Mayor Pulido closed the public hearing at 7:24 p.m. Motion to Approve 1. Approve the 2020-2024 Five -Year Consolidated Plan, 2020-2021 Annual Action Plan, and Analysis of Impediments to Fair Housing Choice.2. Authorize the submission of the 2020-2024 Five -Year Consolidated Plan, 2020-2021 Annual Action Plan, and Analysis of Impediments to Fair Housing Choice to the United States Department of Housing and Urban Development. moved by Mayor Pro Tern Villegas seconded by Councilmember Solorio. Mayor Pro Tern Villegas motioned to approve, seconded by Councilmember Solorio. MOTION: Mayor Tern Villegas AYES: Pro SECOND: Councilmember Solorio Mayor Pulido, Mayor Pro Councilmember Bacerra, Penaloza, Councilmember Councilmember Solorio (6) one (0) None (0) ABSENT: Councilmember Iglesias (1) Tern Villegas, Councilmember Sarmiento, COUNCIL AGENDA ITEMS - Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. Only action available to City Council is to provide direction to City Manager. 85A. DISCUSS AND CONSIDER DIRECTING CITY MANAGER TO DIRECT STAFF to DRAFT POLICY FOR COUNCIL'S CONSIDERATION REGARDING POLICY ON DRAFT CITY COUNCIL MINUTES 1 O4_ 1 5 MAY 5, 2020 ABSTENTIONS ON VOTES ON ITEMS ON THE CITY COUNCIL'S AGENDA - Councilmembers Bacerra and Penaloza Direct staff to research state law, current existing policy on council participation and bring back to a future meeting for council's consideration. 85B. DISCUSS AND CONSIDER DIRECTING CITY MANAGER TO DIRECT STAFF TO DISCUSS OPTIONS AND TIMELINE FOR AMENDING THE HOUSING OPPORTUNITY ORDINANCE TO MAKE IT APPLY CITYWIDE, INCLUDE FOCUS ON FINANCING AFFORDABLE FOR -SALE HOUSING UNITS, REHABILITATE SUBSTANDARD RENTAL HOUSING, PROVIDE FUNDING FOR RENTAL ASSISTANCE PROGRAMS AND MAKE OTHER UPDATES TO INCENTIVIZE THE DEVELOPMENT OF AFFORDABLE HOUSING AND LOCAL HIRE PROGRAMS - Councilmember Solorio Clerk of the Council, Daisy Gomez, reported out on correspondence received for Item 85B. City Manager Kristine Ridge provided an update on forthcoming policies and procedures staff is working on to be presented for council's consideration in 30 days. 85C. DISCUSS AND CONSIDER DIRECTING CITY MANAGER TO PROVIDE A REPORT ON CITYWIDE WI-FI/INTERNET AVAILABILITY AND SERVICE PROVIDER PROGRAMS AVAILABLE FOR DISADVANTAGED FAMILIES THAT LACK INTERNET ACCESS - Councilmember Sarmiento Clerk of the Council, Daisy Gomez, reported out on correspondence received for Item 85C. Direct City Manager Kristine to continue having conversations with Superintendent Jerry Almendarez and his staff to work with the internet carriers and return to council with a permanent plan using Orange County COVID-19 funds to provide affordable citywide WiFi. 85D. DISCUSS AND CONSIDER DIRECTING CITY MANAGER TO UTILIZE CITY ACCESSIBLE DIGITAL BOARDS TO SEND CONGRATULATORY MESSAGING TO ALL THOSE 2020 HIGH SCHOOL GRADUATES IN OUR CITY - Councilmember Iglesias City Manager Kristine Ridge announced that all 2020 graduates in the community will be digitally congratulated via the digital boards the city has access to. In addition, Santa Ana Unified School District made two requests to celebrate the graduates: light up the Water Tower and purchase of banners to be placed around the city. Councilmember Solorio requested the use of the City's cable channel to display information on the city's graduates along with graduates from the surrounding School DRAFT CITY COUNCIL MINUTES 1 U } _ 1 6 MAY 5, 2020 Districts. Mayor Pulido concurred and pointed out the various private and charter schools that also need to be recognized. He asked that staff come up with ideas to recognize all graduates for their hard work and accomplishments. MAYOR PULIDO RECESSED THE COUNCIL MEETING AND CONVENED TO THE HOUSING AUTHORITY MEETING AT 8:13 P.M. MAYOR PULIDO ADJOURNED THE HOUSING AUTHORITY MEETING AND RECONVENED TO THE CITY COUNCIL MEETING AT 8:15 P.M. COMMENTS PUBLIC COMMENTS - NON -AGENDA ITEMS WILL BE MADE AVAILABLE TO COMMENT BY CALLING: (669) 900-9128, MEETING ID: 315 965 149#. DIAL *9 TO LET US KNOW THAT YOU WANT TO SPEAK. Clerk of the Council, Daisy Gomez, reported out on correspondence received. Erica Gonzalez spoke regarding Item 85A. Lisa Gonzales -Solomon spoke in support of SWi-FNi.` . Yoselinda, Santa Ana resident, spoke regarding 60A and eviction moratorium. Nathaniel Greensides spoke regarding community education and outreach with regards to the Community Development Block Grant community and the rent freeze. Kailey, Santa Ana resident, spoke in support of extending the rent freeze to match the moratorium. Lydia Ceja in support of extending the rent freeze to match the moratorium. Fred spoke regarding rent freeze. 90A. CITY MANAGER'S COMMENTS City Manager Ridge Kristine made community announcements. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Solorio made community announcements. DRAFT CITY COUNCIL MINUTES 1 U4-17 MAY 5, 2020 Councilmember Penaloza made community announcements. Councilmember Bacerra made community announcements. Councilmember Sarmiento made community announcements. Mayor Pro Tern Villegas made community announcements. Mayor Pulido made community announcements. ADJOURNMENT - The next meeting of the City Council is scheduled for Tuesday, May 19, 2020 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Future Agenda Items t ' Ak 1. Commercial and Medicinal Cannabis Regulation Amendments and Updates ►a Disposition and Development Agreement (DDA) for the Third and Broadway Development Project y DRAFT CITY COUNCIL MINUTES 1 U } _ 1 8 MAY 5, 2020 STRIKETHROUGH VERSION ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY OF SANTA ANA AMENDING CHAPTER 36, ARTICLE IV OF THE SANTA ANA MUNICIPAL CODE RELATING TO PARKING REGULATIONS TO TRANSFER THE PARKING OPERATIONS PROGRAM TO THE COMMUNITY DEVELOPMENT AGENCY THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: SECTION 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: A. The City Council has determined that a parking meter system is justified to defray the cost of installation, operation, and control, as well as the costs of other parking management related activities; and B. Planned new development and expansion in Downtown Santa Ana together with the Orange County Street Car Project currently under construction in Santa Ana are likely to increase traffic and parking demand and reduce the number of available on -street parking spaces; and C. The City has designated on -street parking spaces with parking meters in order to regulate and manage traffic circulation and parking availability; and D. The location of and hours for parking directly impact traffic and parking circulation patterns, traffic congestion and other traffic hazards, and parking availability; and E. The City Council is authorized pursuant to section 2508 of the California Vehicle Code, to set parking hours and parking zones; and F. The City Council may determine the City agency which shall be vested with the administrative duties and authority to administer the City's parking meter system and related parking meter system regulations; and G. Based on the foregoing, it is necessary to amend various sections of the Code in order to transfer administrative authority for the City's Parking Operations Program from the Finance and Management Services Agency to the Community Development Agency to better coordinate, control, and regulate traffic and parking circulation within the City's parking district in keeping with the City's community development efforts to improve the City's transportation network in order to promote a more sustainable transportation system; to ensure adequate parking availability for residents, workers, and visitors; to prevent traffic congestion and hazardous traffic conditions; and to promote compliance and facilitate more efficient and effective notice and enforcement, all of which will promote the public health, safety, and general welfare. Ordinance No. NS-XXX Page 1 of 4 11 A-1 SECTION 2. The adoption of this ordinance is exempt from the California Environmental Quality Act and a Notice of Exemption will be filed if this ordinance is adopted. SECTION 3. Section 36-399 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 36-399. - Hours. (a) Except as otherwise provided in subsection (b) of this section, the provisions of this article relating to the operation of parking meters shall be effective only between the hours of 8:00 a.m. and 8:00 p.m. on Monday, Tuesday, Wednesday, Thursday, Friday and Saturday of each week, except such parking limitations shall not be operative on any legal holiday. Further limitations of the hours of operation shall be effective only when appropriate signs giving notice thereof are affixed to specific parking meters. (b) In the following parking meter zones effective parking hours shall be as follows: (1) Willard Zone. The provisions of this article relating to the operation of parking meters shall be effective only between the hours of 8:00 a.m. and 8:00 p.m. on Monday, Tuesday, Wednesday, Thursday and Friday of each week, except such parking limitations shall not be operative on any legal holiday. Further limitations of the hours of operation shall be effective only when appropriate signs giving notice thereof are affixed to specific parking meters. (2) Midtown Zone. The provisions of this article relating to the operation of parking meters shall be effective only between the hours of 8:00 a.m. and 8:00 p.m. on Monday, Tuesday, Wednesday, Thursday, Friday and Saturday of each week, except such parking limitations shall not be operative on any legal holiday. Further limitations of the hours of operation shall be effective only when appropriate signs giving notice thereof are affixed to specific parking meters. (3) Downtown Zone. The provisions of this article relating to the operation of parking meters shall be effective only between the hours of 8:00 a.m. and 10:00 p.m. on Monday, Tuesday, Wednesday, Thursday, Friday, Saturday and Sunday of each week, except such parking limitations shall not be operative on any legal holiday. Further limitations of the hours of operation shall be effective only when appropriate signs giving notice thereof are affixed to specific parking meters. (c) Legal holiday shall be defined as those legal holidays observed by city employees as identified in section 9-135 of the Santa Ana Municipal Code. Ordinance No. NS-XXX Page 2 of 4 11 A-2 (d) The executive director of the r^^^^^ ;;Rd meRt Gscommunity development agency or designee is authorized to place signs or markings, on or immediately adjacent to parking meters, prohibiting parking in excess of twelve (12) minutes, fifteen (15) minutes, twenty-four minutes (24), thirty (30) minutes, one (1) hour, two (2) hours, three (3) hours or four (4) hours on any portion of any street within such parking meter district zone, for any time period up to and including twenty-four (24) hours per day. Such restrictions may be limited so as not to apply on specified days. SECTION 4. Section 36-421 of the Santa Ana Municipal Code is hereby added such that it reads as follows: Sec. 36-421. Change in reference. (a) Wherever the language of any section, subsection, provision, or clause contained in Chapter 36 of this Code shall mention the finance and management services earnmunity development agency, such section, subsection, provision, or clause shall mean the FRaRre QRGI MARagemeRt6eRtiGeS community development agency. (b) Wherever the language of any section, subsection, provision, or clause contained in Chapter 36 of this Code shall mention the executive director of the finance and management services Gern unit„ deve'^^^n^^t agency, such section, subsection, provision. or clause shall mean the executive director of the fiRaRA^ ".,t .. eRt sepvi^^4s community development agency. (c) Wherever the language of any section, subsection, provision, or clause contained in Chapter 36 of this Code shall mention the treasury and customer services manager , such section, subsection, provision, or clause shall mean the executive director of the communitv development aaencv or his or her desicineetFeaS Fy and e ,st,.rner 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. SECTION 6. Effective Date. This Ordinance after its adoption by the City Council of the City of Santa Ana shall first be effective July 1, 2020. H H Ordinance No. NS-XXX Page 3 of 4 11 A-3 ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:r Ryan O. Hodge Assistant City Attorney AYES: NOES: Councilmembers Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 12020. Miguel A. Pulido Mayor CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, 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: Ordinance No. NS-XXX Page 4 of 4 Daisy Gomez Clerk of the Council City of Santa Ana 11 A-4 CLEAN VERSION ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY OF SANTA ANA AMENDING CHAPTER 36, ARTICLE IV OF THE SANTA ANA MUNICIPAL CODE RELATING TO PARKING REGULATIONS TO TRANSFER THE PARKING OPERATIONS PROGRAM TO THE COMMUNITY DEVELOPMENT AGENCY THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: SECTION 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: A. The City Council has determined that a parking meter system is justified to defray the cost of installation, operation, and control, as well as the costs of other parking management related activities; and B. Planned new development and expansion in Downtown Santa Ana together with the Orange County Street Car Project currently under construction in Santa Ana are likely to increase traffic and parking demand and reduce the number of available on -street parking spaces; and C. The City has designated on -street parking spaces with parking meters in order to regulate and manage traffic circulation and parking availability; and D. The location of and hours for parking directly impact traffic and parking circulation patterns, traffic congestion and other traffic hazards, and parking availability; and E. The City Council is authorized pursuant to section 2508 of the California Vehicle Code, to set parking hours and parking zones; and F. The City Council may determine the City agency which shall be vested with the administrative duties and authority to administer the City's parking meter system and related parking meter system regulations; and G. Based on the foregoing, it is necessary to amend various sections of the Code in order to transfer administrative authority for the City's Parking Operations Program from the Finance and Management Services Agency to the Community Development Agency to better coordinate, control, and regulate traffic and parking circulation within the City's parking district in keeping with the City's community development efforts to improve the City's transportation network in order to promote a more sustainable transportation system; to ensure adequate parking availability for residents, workers, and visitors; to prevent traffic congestion and hazardous traffic conditions; and to promote compliance and facilitate more efficient and effective notice and enforcement, all of which will promote the public health, safety, and general welfare. Ordinance No. NS-XXX Page 1 of 4 11 A-5 SECTION 2. The adoption of this ordinance is exempt from the California Environmental Quality Act and a Notice of Exemption will be filed if this ordinance is adopted. SECTION 3. Section 36-399 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 36-399. - Hours. (a) Except as otherwise provided in subsection (b) of this section, the provisions of this article relating to the operation of parking meters shall be effective only between the hours of 8:00 a.m. and 8:00 p.m. on Monday, Tuesday, Wednesday, Thursday, Friday and Saturday of each week, except such parking limitations shall not be operative on any legal holiday. Further limitations of the hours of operation shall be effective only when appropriate signs giving notice thereof are affixed to specific parking meters. (b) In the following parking meter zones effective parking hours shall be as follows: (1) Willard Zone. The provisions of this article relating to the operation of parking meters shall be effective only between the hours of 8:00 a.m. and 8:00 p.m. on Monday, Tuesday, Wednesday, Thursday and Friday of each week, except such parking limitations shall not be operative on any legal holiday. Further limitations of the hours of operation shall be effective only when appropriate signs giving notice thereof are affixed to specific parking meters. (2) Midtown Zone. The provisions of this article relating to the operation of parking meters shall be effective only between the hours of 8:00 a.m. and 8:00 p.m. on Monday, Tuesday, Wednesday, Thursday, Friday and Saturday of each week, except such parking limitations shall not be operative on any legal holiday. Further limitations of the hours of operation shall be effective only when appropriate signs giving notice thereof are affixed to specific parking meters. (3) Downtown Zone. The provisions of this article relating to the operation of parking meters shall be effective only between the hours of 8:00 a.m. and 10:00 p.m. on Monday, Tuesday, Wednesday, Thursday, Friday, Saturday and Sunday of each week, except such parking limitations shall not be operative on any legal holiday_ Further limitations of the hours of operation shall be effective only when appropriate signs giving notice thereof are affixed to specific parking meters. (c) Legal holiday shall be defined as those legal holidays observed by city employees as identified in section 9-135 of the Santa Ana Municipal Code. Ordinance No. NS-XXX Page 2 of 4 11 A-6 (d) The executive director of the community development agency or designee is authorized to place signs or markings, on or immediately adjacent to parking meters, prohibiting parking in excess of twelve (12) minutes, fifteen (15) minutes, twenty-four minutes (24), thirty (30) minutes, one (1) hour, two (2) hours, three (3) hours or four (4) hours on any portion of any street within such parking meter district zone, for any time period up to and including twenty-four (24) hours per day. Such restrictions may be limited so as not to apply on specified days. SECTION 4. Section 36-421 of the Santa Ana Municipal Code is hereby added such that it reads as follows: Sec. 36-421. Change in reference. (a) Wherever the language of any section, subsection, provision, or clause contained in Chapter 36 of this Code shall mention the finance and management services agency, such section, subsection, provision, or clause shall mean the community development agency. (b) Wherever the language of any section, subsection, provision, or clause contained in Chapter 36 of this Code shall mention the executive director of the finance and management services agency, such section, subsection, provision, or clause shall mean the executive director of the community development agency. (c) Wherever the language of any section, subsection, provision, or clause contained in Chapter 36 of this Code shall mention the treasury and customer services manager, such section, subsection, provision, or clause shall mean the executive director of the community development agency or his or her designee. 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. SECTION 6. Effective Date. This Ordinance after its adoption by the City Council of the City of Santa Ana shall first be effective July 1, 2020. // Ordinance No. NS-XXX Page 3 of 4 11 A-7 ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:_ Ryan O.Hodg& Assistant -City ,attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 12020. Miguel A. Pulido Mayor CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, 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: Ordinance No. NS-XXX Page 4 of 4 Daisy Gomez Clerk of the Council City of Santa Ana 11 A-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE QUARTERLY REPORT OF CONTRACTS UP TO $50,000 FOR NON-PUBLIC WORKS AND UP TO $250,000 FOR PUBLIC WORKS AUTHORIZED BY THE CITY MANAGER AS PERMITTED BY CHARTER SECTION 421 /s/Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: _••e• W ❑ As Recommended ❑ As Amended ❑ Ordinance on 1"Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO �1��►U1�1:3q:7 RECOMMENDED ACTION Receive and file Quarterly Report of Contracts entered into between January 1, 2020 to March 31, 2020 valued at up to $50,000 for non-public works contracts and agreements and up to $250,000 for public works contracts and agreements. DISCUSSION Section 421 of the Charter requires the City Manager to submit a Quarterly Report (Report) to the City Council disclosing all contracts approved and executed under their authority for informational purposes. The Report is required to include the names of the contractors and the amounts of each contract along with a brief description. Section 2-748 provides the City Manager contracting authority to enter into non-public works contracts and agreements up to $50,000 and public works contracts and agreements up to $250,000. Exhibit 1 is a listing of all purchase orders and agreements (Non-COVID-19 related) entered into during the period January 1, 2020 to March 31, 2020, valued at amounts between $500 and $50,000 for non-public works and up to $250,000 for public works contracts and agreements. Exhibit 2 reflects all COVID-19 related contracts entered into during the period January 1, 2020 through March 31, 2020 valued at amounts between $500 and $50,000 for non-public works and up to $250,000 for public works contracts and agreements. Contracts and service agreements valued at greater than $50,000 for non-public works and greater than $250,000 for public works 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. 19C-1 Quarterly Report of Contracts May 19, 2020 Page 2 Exhibits: 1. Quarterly Report of Contracts (non-COVI D-1 9) 2. 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Z ri ri ri ri ri ri ri ri ri ri ri ri ri d a 0 0 0 0 0 0 0 0 0 0 0 0 0 f 2 2 2 2 2 2 2 2 2 2 2 2 2 0 0 0 0 0 0 0 0 0 0 0 0 0 d N N N N N N N N N N m m m m m mmmmmmmmmm C 0 0 0 0 0 0 0 0 0 0 0 0 0 N m X W 19C-9 00 O u1 u1 Gl O M 00 c 7 O 00 l0 c-i Oi O O C� M d ++ d Y d d r d u N LL O ti 0 0 vl M VT O o0 m m w VT m 00 o0 m vl d N VT . m ti 0 ti d m VT O O O 0 m N O VT m N n O N 0 VT N -i m m N m VT m o0 m m m m V m a O M m V m ti m w o0 M m VT m N m ti vi ri V ti O N 0 m id N VT 0 m m m VT N N I� n ri a N O O m 0 0 0 a 0 O m � m m� O O r-� a O N M 0 r-� .i m O a N d o o a a o m w m m Y 0 0 m m 0 w m O ri n m w m a N a 0 vi N O O m L' O m m oc Lr m Lr O 0 00 N N N N n n n O C O O M a w M m M 0 m .� m 0 .--I .� .� m N ti ti ti O V t r-i N F R 0 O VT VT VT VT VT VT VT VT VT VT VT VT VT N N N U v 2 Q u 0 O U �_ v O v Q Q ` m U O U v v a Ofl i u u E 0 QQ C Y 0 'o w � u C0 mJ a C. U W d O E d O m u m JO O C C O_ d pD p \ v 2 E l0 E" u Y 3 v U - �_ d �_ 0 �_ C N J C �p O n O Q CJ u CJ u CJ LL S J 2 2 2 2 f 19C-10 Z z O W H a(D w U z w w < H W Q W Vl > Z J m W J K U O U W 0 Vl N Z K a (7 w Z o V W O 2= K} J O D D O w a S J 0 (7 2 Q K J J O twit ~ (aJ K Z Z Z twit N (7 + _ N J V 2 K Q S~ Q (7 2 K K 0 N W 2 Z V W N Q> Y Y Z 0 m W O O N N 3 N ti ti m ti a (o ti m o o �n a E m N O ti N O N .ti lD ti N N lD a n r-I Nl n n lD r-I r-I Nl r-I lD r-I a u Q xO O O O O� m�: 0 O O O dooNma�n (oNmmoma £ m m m m m m m m m m m m m N N N N N N N N N N N N N 3 N N N N N N N N N N N N N Z ri ri ri ri ri ri ri ri ri ri ri ri ri d fa 0 0 0 0 0 0 0 0 0 0 0 0 0 2 2 2 2 2 2 2 2 2 2 2 2 2 0 0 0 0 0 0 0 0 0 0 0 0 0 d N N N N N N N N N N m m m m m mmmmmmmmmm C 0 0 0 0 0 0 0 0 0 0 0 0 0 N m X W 19C-11 00 O u1 u1 Gl O M 00 c 7 O 00 l0 c-i Oi O O C� M d ++ d Y d d r d u N LL O ti 0 0 vl M VT O o0 m m w VT m 00 o0 m vl d N VT . m ti 0 ti d m VT O O O 0 m N O VT m N n O N 0 VT N -i m m N m VT m o0 m m m m V m a O M m V m ti m w o0 M m VT m N m ti vi ri V ti O N 0 m id N VT 0 m m m VT N N I� n ri a N O O m 0 0 0 a 0 O m � m m� O O r-� a O N M 0 r-� .i m O a N d o o a a o m w m m Y 0 0 m m 0 w m O ri n m w m a N a 0 vi N O O m L' O m m oc Lr m Lr O 0 00 N N N N n n n O C O O M a w M m M 0 m .� m 0 .--I .� .� m N ti ti ti O V t r-i N F R 0 O VT VT VT VT VT VT VT VT VT VT VT VT VT N N N U v 2 Q u 0 O U �_ v O v Q Q ` m U O U v v a Ofl i u u E 0 QQ C Y 0 'o w � u C0 mJ a C. U W d O E d O m u m JO O C C O_ d pD p \ v 2 E l0 E" u Y 3 v U - �_ d �_ 0 �_ C N J C �p O n O Q CJ u CJ u CJ LL S J 2 2 2 2 f 19C-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE RECEIVE AND FILE QUARTERLY REPORT OF INVESTMENTS AS OF MARCH 31, 2020 CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION California Code Section 53646 (b) states that if a quarterly report of investments is rendered to the legislative body of a local agency (such as a city's city council), the quarterly investment 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 April 28, 2020. 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. The attached Treasurer's Report (Exhibit 1) accurately reflects all pooled investments held on behalf of the City as of March 31, 2020. 19D-1 Quarterly Report of Investments May 19, 2020 Page 2 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 March 31, 2020. COSA State Amount Portfoli Polic Law Type of Investment Invested $ o /o y Limit Limit S �o S % Certificate of Deposit (CD) $1,734,000.00 0.73% 30% 30% Federal Farm Credit Bank (FFCB) $30,186,710.25 11.01% None None Federal Home Loan Bank (FHLB) $53,464,508.33 19.49% None None Federal Home Loan Mortgage Corp. (FHLMC) $81,005,474.60 29.54% None None Federal National Mortgage Association $33,201,540.00 12.11% None None FNMA Local Agency Investment Fund (LAIF) $74,655,967.55 27.22% None None subtotal $274,248,200.7 100% 3 Cash $66,816,792.11 Total $341,064,992.8 4 Restricted Cash t, 1 $146,521.08 Total 1 $146, 521.08 t Restricted cash is held by a Trustee, Bank of New York Mellon, and is segregated from cash used for daily operations. (exp. Bond reserve funds) 19 D-2 Quarterly Report of Investments May 19, 2020 Page 3 The following City investment portfolio graph represents percentages within the respective investment types as of March 31, 2020: CD 73% FNA 12.1 FFCB 11.01 % 29.54% ■ 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) Aggregate Average Market Yield To Date Average Month To Date (AMTD) 11.95% Breakdown by Type of Investment Par Value of Investments Yield to Maturity % of Portfolio Average Market Yield to Date Certificate of Deposits $1,734,000.00 1.80% 0.63% 0.01% LAIF $74,655,967.55 1.75% 27.22% 0.48% Federal Agency Securities $198,132,000.00 2.02% 72.15% 1.46% Total $274,521,967.55 1.95% 100.00% 1.95% 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 fiscal impact associated with this action. Exhibit: 1. 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Mfob aa m M M N Np oMo C W o UNI O a } m Y U U 7 K K ui K K LL� wn}y�oow �w`w w��:z qq r5 S Vxl N x ❑ O M ❑ O O ❑ ❑ ❑ ❑ ❑ ❑ O `tii 19 D-9 §I§ §I§ §I§ rd ! 2 § REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE RECEIVE AND FILE FOOD VENDORS OPERATING IN CITY PARKS INFORMATIONAL REPORT CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and file Food Vendors Operating in City Parks informational report. DISCUSSION At the March 17, 2020 City Council meeting, the City Council directed the City Manager to explore opportunities for food vendors to operate in city parks to encourage greater utilization of this space. City staff will begin to implement a food vendor pilot program once restrictions of COVID-19 (Coronavirus) pandemic in California are lifted by Governor Gavin Newsom and the California Department of Public Health. The process to implement a pilot food vendor program in the City of Santa Ana includes, but is not limited to the following steps: 1. Santa Ana Municipal Code Amendment An amendment of the Santa Ana Municipal Code Ordinance NS-2262 Section 31-2.18 is required to allow vendors to sell food in City parks. The amendment will be presented to the City Council for approval, require two readings, and the amendment will go into effect 30 days later. Food Vendor Pilot Program A food vendor pilot program will be at six park sites throughout the city (one per ward). The process includes conducting a Request for Proposals (RFP) inviting qualified and experienced food vendors to submit a proposal to sell food to park patrons. Once the evaluation process of proposals is completed, an agreement(s) with the selected vendor(s) will be awarded. 3. Implementation and Evaluation Upon execution of the vendor agreement(s) with the City, the pilot program will begin at selected park sites for one year. Once the food vendor pilot program is completed, City staff will evaluate and make adjustments as appropriate. 19E-1 Receive and File: Food Vendors Operating in City Parks Informational Report May 19, 2020 Page 2 STRATEGIC PLAN ALIGNMENT 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 There is no fiscal impact associated with this action. 19E-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE: APPROVE APPROPRIATION ADJUSTMENTS RECOGNIZING WIOA 25% DISLOCATED WORKER FUNDS AND NATIONAL DISLOCATED WORKER GRANT, EMPLOYMENT RECOVERY FUNDS TO PROVIDE EMPLOYMENT, TRAINING AND SUPPORT SERVICES TO COVID-19 IMPACTED INDIVIDUALS (NOT TO EXCEED $535,000) (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2i1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Adopt a plan for the allocation and implementation of $535,000 in federal and state funding to respond to the coronavirus ("COVID-19") pandemic including $360,000 in 25% Dislocated Worker funds and an estimated $175,000 in COVID-19 National Dislocated Worker Grant, Employment Recovery funds. 2. Approve an appropriation adjustment recognizing 25% Dislocated Worker grant funds from the State of California, Employment Development Department to provide support services to underserved COVID-19 impacted individuals in the amount of $360,000 in revenue account (no. 12318002-52001) and appropriating same to expenditure account (no. 12318761-69144). 3. Approve an appropriation adjustment recognizing National Dislocated Worker Grant, Employment Recovery funds from the State of California, Employment Development Department to provide re-employment and training services to COVID-19 impacted individuals in an amount not to exceed $175,000 in revenue account (no. 12318002-52001) and appropriating same to expenditure account (nos. 12318762-various). 4. Direct the City Attorney to prepare and authorize the City Manager to enter into negotiations, execute agreements, and approve any other required actions necessary with various service providers, contractors, and subrecipients, who will implement the WIOA COVID-19 Response Funding Plan, subject to non -substantive changes approved by the City Manager and City Attorney. 20A-1 Appropriation Adjustments Recognizing WIOA 25% Dislocated Worker Funds and National Dislocated Worker Grant May 19, 2020 Page 2 DISCUSSION On April 24, 2020 the City received an award of $360,000 in Federal Workforce Innovation and Opportunity Act (WIOA) 25% Dislocated Worker funds to provide supportive services to individuals who have not received wages above 400% of the Federal Poverty Level for the last six months and impacted by COVID 19 (Exhibit 1). In an effort to act swiftly to help workers most impacted financially, the Local Workforce Development Boards are requested to prioritize underserved populations, particularly those in need of support services in the English Language Learner (ELL) and ELL Navigator programs. These support services may include, but not limited to, equipment necessary to telework (e.g. computer, internet, etc.), financial assistance with housing, utilities, childcare, and transportation. Staff is working with the Housing Division and the Santa Ana COVID- 19 Emergency Rental Relief Fund and have identified a portion of these funds to pay utility and or rent expenses for those who meet the Federal Poverty Level guidelines and were impacted by the pandemic (Exhibit 2). In addition, the City is expected to receive up to $175,000 in National Dislocated Worker Grant (NDWG), Employment Recovery funds. To recover from the statewide impact caused by the COVID-19 Coronavirus, project funds will be used to provide dislocated workers with employment and training services to help them obtain permanent employment. The Employment Development Department (EDD) in partnership with the city's Workforce Development Board will provide employment services, vocational skills training, work -based learning, entrepreneurial classes and supportive services to participants to help them return to work. STRATEGIC PLAN ALIGNMENT Approval of this item support the City's effort to meet Goal #2 - Youth, Education, Recreation, Objective #4 (partner with groups and organization to promote education, senior services, job training and development for all Santa Ana residents). FISCAL IMPACT Approval of the appropriation adjustments will recognize up to $535,000 into the WIOA, Federal Grant -Indirect revenue account (no. 12318002-52001) and increase the expenditure accounts as follows: Fiscal Year Accounting Unit- Fund Description Accounting Unit, Account Amount Account Description 25% DW Underserved COVID FY 19-20 12318761-69144 WIOA Grant Impacted Grant, Supportive $ 72,000 (June) Services 25% DW Underserved COVID FY 20-21 12318761-69144 WIOA Grant Impacted Grant, Supportive $288,000 (July -Sept.) Services National Dislocated Worker FY 19-20 12318762-various WIOA Grant Grant -Employment Recovery, $ 12,000 (May -June) Various National Dislocated Worker FY 20-21 12318762-various WIOA Grant Grant -Employment Recovery, $163,000 (July -June) Various TOTAL $535,000 20A-2 Appropriation Adjustments Recognizing WIOA 25% Dislocated Worker Funds and National Dislocated Worker Grant May 19, 2020 Page 3 The expenditure spending plan is only an estimate and subject to change upon official allocation of the NDWG grant award. The final appropriation adjustment will only include final grant award amounts for both grant programs. Exhibits: 1. Information Notice WSIN 19-39 and Award Announcement 2. WIOA COVID-19 Response Funding Plan 20A-3 EXHIBIT 1 �\ Employment INFORMATION NOTICE Developent _ j Departmment Date: April 2, 2020 Number: WSIN19-39 •� state a f California Expiration Date: 05/02/2022k�°€,:.,u a WIOA DISLOCATED WORKER FUNDS FOR UNDERSERVED COVID-19 IMPACTED INDIVIDUALS In an effort to act swiftly to help workers most impacted financially by the coronavirus (COVID- 19) pandemic, the Employment Development Department (EDD) announces the availability of up to $10 million of Workforce Innovation and Opportunity Act (WIOA) 25% Dislocated Worker Funds to provide supportive services to individuals impacted by COVID-19. The following information outlines the eligibility criteria for individuals to receive these funds, in addition to the allowable use of funds for supportive services. Local Workforce Development Boards (Local Board) are requested to prioritize underserved populations, particularly those in need of support services in the English Language Learner (ELL) and ELL Navigator programs. To ensure speedy delivery of services, the information provided in this notice supersedes Local Board's supportive services policies; Local Boards may not impose additional restrictions to the supportive services funded by this effort including local policies related to Pathway to Services, Referral, and Enrollment (WSD18-03 PDF). Please note the eligibility requirements and use of funds differs from traditional WIOA 25% Dislocated Worker funds, and the information outlined in this notice does not apply to other WIOA funds. COVID-19 Related Eligibility Criteria In addition to meeting WIOA Title I eligibility, eligible individuals must satisfy all of the following: • Individuals are enrolled in Title I Dislocated Worker services.* • Individuals have not received wages above 400%of the federal poverty level (FPL) for the last six months of income. For additional FPL information, please visit the U.S. Department of Health & Human Services Poverty Guidelines. o Household Annual Salary for 400% FPL is as follows: • Family of 1: $51,040 • Family of 2: $68,960 • Family of 3: $86,880 • Family of 4: $104,800 Individuals meet one of the following: o Laid off due to COVID-19. o Experienced a reduction in hours and/or pay due to COVID-19. o Unable to work for any of the following COVID-19 related reasons: • Subject to quarantine. The EDD is an equal opportunity employer/program. Auxiliary aids and services are available upon request to individuals with disabilities. Page 1 of 2 50:215 20A-4 • Caregiver for someone who is subject to quarantine. • Need to care for children because of school closure or closure of other child care provider. • At higher risk of getting seriously ill from COVID-19, or lives with someone at higher risk, as outlined on the California Department of Public Health COVID-19 website. • Required to telework, but does not have the necessary equipment. * If an individual is not eligible for the Dislocated Worker program, they can be enrolled into the Title I Adult program and provided the tiered supportive services described below, as long as they meet all of the COVID-19 related eligibility criteria listed above. Due to the COVID-19 public health emergency, individuals may self -attest to their income and the COVID-19 related eligibility criteria listed above. Supportive Services Supportive services may be provided to individuals impacted by COVID-19, with an emphasis on providing supportive services to underserved populations, particularly participants in the ELL and ELL Navigator programs. These supportive services may include, but are not limited to, equipment necessary to telework (e.g. computer, internet, etc.), housing assistance, utility assistance, childcare assistance, and transportation assistance. Supportive services are available in two tiers: 1. Individuals receiving at least 50% of their previous wages either from their employer directly, or with Unemployment Insurance (UI) payments, may receive supportive services totaling $400. 2. Individuals who are not receiving at least 50% of their wages from their employer directly, or with UI payments, may receive supportive services totaling $800. If Local Workforce Development Areas (Local Area) use other funds such as existing WIOA Adult or Dislocated Worker formula funds, or local funds to provide supportive services, then those funds do not count towards the $800 limit. The EDD will request additional funding for this effort, if needed, but currently has $10 million available statewide to Local Areas to provide supportive services. Local Areas interested in receiving funds for this effort must email their request with the number of participants expected to be served, and the requested amount of funds to Nicole Laktash by 5 p.m. on Monday, April 6, 2020. Any questions related to this information should be directed to Nicole Laktash via email at Nicole.Laktash@edd.ca.gov or phone at 1-916-208-4431. /s/ JAIME L. GUTIERREZ, Chief Central Office Workforce Services Division Page 2 of 2 20A-5 Employment Development Department N E W S R E L E A S E Contact: Loree Levy Aubrey Henry 916-654-9029 Date: April 24, 2020 News Release No.: 20-13 EDD awards $10 million in funding to assist California Workers impacted by COVID-19 SACRAMENTO — The California Employment Development Department (EDD) and the Labor & Workforce Development Agency announced today they have awarded $10 million to 42 Local Workforce Development Areas (Local Area). This is the result of initiatives Governor Gavin Newsom announced earlier this month to support California's workers impacted by the COVID-19 pandemic. Each of these Local Areas have a unique plan to assist their communities with these funds, and they will use the emergency funds to provide supportive services to underserved populations, particularly participants in the English Language Learners (ELL) and ELL Navigator programs. The additional assistance funds will provide up to $800 per person for basic needs such as childcare, housing and utility assistance, and transportation costs. In addition, funding assistance for equipment needed for teleworking along with digital services for Wi-Fi access may be available for workers in some areas. "The immense impact of COVID-19 has put an incredible financial strain on the lives of many Californians," said EDD Director Sharon Hilliard. "It is our hope that this funding, along with other ongoing efforts, will help provide some relief to Californians who need it as quickly as possible." Funding was provided in accordance with the federal Workforce Innovation and Opportunity Act (WIOA) and administered by the EDD and the California Labor and Workforce Development Agency. Tulare County Through its network of partnerships, Tulare County will be able to reach out to individuals to provide support where other safety net programs are unable to meet the need. These funds will help provide support to get them through the crisis. Tulare County has many participants who were on a path to self-sufficiency until the pandemic derailed their progress. "The Workforce Investment Board of Tulare County is committed to helping our community recover from this health and economic crisis," said Workforce Investment Board of Tulare County Executive Director Adam Peck. "We will use this investment to provide rent and utility assistance for individuals impacted by COVID-19, and help stabilize their lives until they can return to work." PO Box 826880 • MIC 85 • Sacramento CA • 94280-0001 • w .edd.ca.gov 20A-6 EDD News Release No.: 20-13 - 2 - April 24, 2020 San Francisco County The San Francisco Office of Economic and Workforce Development intends to provide individuals with emergency supportive services through their existing network of Neighborhood Access Points and Hospitality Initiative service providers. "Like cities and counties across the state, San Francisco's workforce, in particular the workers in our most underserved communities, are reeling from the economic impacts of the coronavirus pandemic," said San Francisco Office of Economic and Workforce Development Director Joshua Arce. "As unemployment grows, these vital resources will allow us to temporarily stabilize the dislocated workers in some of our hardest hit industries until they can get back on their feet." Los Angeles County The Los Angeles County Workforce Development, Aging & Community Services (WDACS) will launch a Worker Resiliency Fund to help those job seekers most heavily impacted by the global pandemic. "In partnership with the state and trusted, community -based organizations, we intend to provide outreach to the English language learner communities in the Los Angeles area," said WDACS Acting Dierctor, Otto Solorzano. "By providing them with essential supportive services such as food and shelter, we hope to ease some of the hardships these individuals are facing." Please refer to the table below for the organization's contact information to learn more about the specific supportive services available with these funds. 2020 COVID-19 Funds for Supportive Services Local Workforce Contact Award Development Area Amount Alameda County Workforce Patti Castro, Executive Director $153,000 Development Board (510) 259-3843 City of Anaheim Workforce Mike Lyster, Chief Communications $450,000 Development Division Officer 714 765-4497 Workforce Development Donna Van Wert, Executive Director $108,000 Board of Contra Costa (925) 671-4514 Count Foothill Workforce Dianne Russell -Carter, Executive $450,000 Development Board Director 626 584-8395 Fresno Area Workforce Blake Konczal, Executive Director $315,000 Development Corporation 559 960-1282 PO Box 826880 • MIC 85 • Sacramento CA • 94280-0001 • w .eddxa.gov 20A-7 EDD News Release No.: 20-13 - 3 - April 24, 2020 Golden Sierra Job Training Jason Buckingham, Executive Director $45,000 Agency 916 773-8542 Humboldt County Workforce Cara Sue Owings, Deputy Branch $126,000 Development Board Director (707)954-2307 Imperial County Workforce Linsey J. Dale, Public Information Officer $72,000 Development Office (442) 265-1018 Kern/Inyo/Mono Consortium Teresa Hitchcock, Assistant County $252,000 Administrator Officer 661 304-0058 City of Long Beach Erick Serrato, Assistant Director $270,000 Pacific Gateway Workforce (562) 570-3702 Innovation Network City of Los Angeles Mayor's Eric Garcetti's Communications $810,000 Economic & Workforce Office Development Department 213 978-0741 Los Angeles County Michael Kapp, Director of Public Affairs $810,000 Workforce Development, (213) 706-8140 Aging & Community Services Madera County Workforce Tracie Scott -Contreras, Executive $27,000 Investment Corporation Director (559)662-4587 Merced County Workforce David Mirrione, Assistant County $99,000 Development Board Executive Officer, Merced County Director 209 385-7515 Monterey County Workforce Christopher Donnelly, Executive Director $90,000 Development Board 831 759-6644 Mother Lode Consortium Amy Torres, Operations Manager $135,000 209 536-4701 Northern Rural Training Michael Cross, Executive Director $153,000 Employment Consortium 530 892-9600 Ext. 204 North Central Counties Cindy Newton, Executive Director $63,000 Consortium 530 751-8202 NOVA Workforce Board Kris Stadelman, Director $180,000 408 730-7233 Oakland Workforce Harry Hamilton, Marketing Coordinator $126,000 Development Board, City of 510-238-6766 Oakland Economic & Workforce Development Department PO Box 826880 • MIC 85 • Sacramento CA • 94280-0001 • w .eddxa.gov 20A-8 EDD News Release No.: 20-13 - 4 - April 24, 2020 Orange County Mechelle Haines, Public Information $900,000 Development Board Officer 714 480-2941 City of Richmond Sal Vaca, Director of Community $162,000 Employment and Training Services 510 307-8006 Riverside County Economic Brooke Federico, Public Information $252,000 Development Agency Officer (951)743-0075 Sacramento Employment Terri Carpenter, Workforce Development $90,000 and Training Agency Manager 916 263-7891 San Benito County Enrique Arreola, Deputy Director $54,000 Workforce Development (831) 634-4918 Board San Bernardino County Phil Cothran, Workforce Board Chair $315,000 Workforce Development (909) 822-3545 Board San Diego Workforce Andrew Picard, Chief Programs Officer $315,000 Partnership, Inc. 619 228-2929 San Francisco Office of Gloria Chan, Director of $675,000 Economic and Workforce Communications Development (415) 554-6926 Employment and Economic John M. Solis, Executive Director $252,000 Development Department (209) 601-1249 San Joaquin Count San Jose Silicon Valley - Elisabeth Handler, Public Information $45,000 work2future Officer 408 535-8168 San Luis Obispo County Dawn Boulanger, Workforce $10,080 Department of Social Development Board Director Services (805) 781-1835 Santa Ana Workforce Paul Eakins, Public Affairs Information $360,000 Development Board Officer 714 647-5224 Santa Barbara County Luis Servin, Workforce Program $135,000 Manager 805 896-6835 Sonoma County Workforce Katie Greaves, Director $270,000 Development Board 707 565-8501 PO Box 826880 • MIC 85 • Sacramento CA • 94280-0001 • w .eddxa.gov 20A-9 EDD News Release No.: 20-13 - 5 - April 24, 2020 South Bay Workforce Jan Vogel, Director $40,500 Development Board (310) 970-7700 SELACO Workforce Sandra Michel, Director, Policy and $252,000 Development Board Compliance 562 484-5046 Stanislaus County Doris Foster, Director $171,000 Department of Workforce (209) 652-2458 Development Workforce Development Nicola Wissler, Business Resource $180,000 Board of Tulare County Specialist 559 713-5208 Workforce Development Rebecca Evans, Executive Director $450,000 Board of Ventura Count 805 758-8411 Verdugo Consortium Judith Velasco, Executive Director $90,000 818 937-8031 Workforce Alliance of North Laura Davis, Operations Officer $54,000 Bay 707 699-1952 Yolo County Health and Jenny Tan, Public Information Officer $270,000 Human Services Agency 530 666-8042 PO Box 826880 • MIC 85 • Sacramento CA • 94280-0001 • w-eddxa.gov 20A-10 EXHIBIT 2 WIOA COVID-19 Response Funding Plan As of May 19, 2020 PROGRAM• • DESCRIPTION OF To swiftly help workers most impacted financially by COVID-19 to WIOA Dislocated Worker Funds for Underserved COVID- provide supportive services up to $400 if receiving at least 50% of 19 Impacted Individuals (25% DW) previous wages or $800 if receiving less than 50% of their wages from employer or UI payments. Assist renters and homeowners impacted by COVID-19 reasons and meet Poverty Income Level guidelines to pay gas, electric,phone, and water utility Emergency Utilities/Housing Assistance bills and or rental assistance. Coordinate with Housing Division to implement $ 300,000 with their Santa Ana COVID-19 Emergency Rental Relief Fund. Households Relief Fund receiving up to 50% of their previous wages may receive $400 in assistance, households receiving less than 50% of their wages may receive up to $800 in assistance. Provide devices and/or access to reliable Wi-Fi so students can continue 50,000 Distance Learning Tools -Adult Students with distance learning. Priortize students enrolled in English Language Learner (ELL) and ELL Navigator programs. 10,000 Other Support Services Work boots, tools, uniform, transportation expenses et.al. that support a return to employment. $ 360,000 Total Available Funds COVID-19 National Dislocated Worker Grant - Employment Recovery (DOL Emergency NDWG) Provide dislocated workers with employment and training services to help obtain permanent employment. $ 175,000 Employment Recovery Provide employment services, work -based learning, entrepreneurial training and support services to return residents to work. $ 175,000 Total Available Funds $ 535,000 TOTAL 20A-11 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT FOR THE CONSTRUCTION OF NEW PARKS AT STANDARD/ MCFADDEN AND RAITT/MYRTLE FUNDED BY STATE GRANT FUNDS AND ACQUISITION AND DEVELOPMENT FUNDS IN THE AMOUNT OF $5,240,928 (NON -GENERAL FUND) /s/Kristine Ri CITY MANAGER CLERK OF COUNCIL USE ONLY: F-ITUNT1.07iirs, ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Approve an appropriation adjustment to recognize $3,600,000 in grant revenue from the State of California, record $400,000 in acquisition and development funds from District 3 that was received in a previous year and appropriate $4,000,000 into the corresponding expenditure accounts (Parks, Recreation, and Community Services Agency Capital Grant Fund and Acquisition & Development Fund -District 3) for the construction of a new park at Standard Avenue and McFadden Avenue. 2. Approve an appropriation adjustment to recognize $1,640,928 in grant revenue from the State of California and appropriate $1,640,928 into the corresponding expenditure account (Parks, Recreation, and Community Services Agency Capital Grant Fund) for the construction of a new park at Raitt Street and Myrtle Street. DISCUSSION The State of California Statewide Park Program made $254,942,000 available to Cities, Counties, Districts and Joint Powers Authorities for projects that will create, expand or renovate parks. The City of Santa Ana submitted grant applications for the following projects, which were awarded funding: 1. Standard & McFadden New Park — Grant Award $3,600,000 The proposed project develops the existing vacant, unused parcel of land into a new park, which would include a skate area, exercise area, playground area, walking loop, open space and basketball court. The project would also include drought tolerant landscaping, river - rock bio-swale, and a picnic area. For security and safety, a complete lighting system will be included as well as fencing to act as a barrier between the park and street. The estimated total project cost is $4,000,000. There is $400,000 of funding identified for this project and the successful grant award of $3,600,000 will allow the project to move forward. Indirect/Overhead costs are not funded by the grant. 20B-1 Appropriation Adjustment for the Construction of New Parks at Standard/McFadden and Raitt/Myrtle May 19, 2020 Page 2 Raitt/Myrtle New Park — Grant Award $1,640,928 The proposed project develops the existing vacant, unused parcel of land into a new park, which would include a skate area, exercise area, tot lot and butterfly interpretive garden, walking loop, open space, and restroom. The project would also include drought tolerant landscaping, river -rock bio-swale, and a picnic area. The total project cost is $3,310,928. There is $1,670,000 of funding identified for this project from another grant (North OC Watershed Management) and the successful grant award of$1,640,928 will allow the project to move forward. Indirect/Overhead costs are not funded by the grant. The grant agreements are being processed by the State of California and the City is seeking an appropriation adjustment in order to begin progress on the two projects once the agreements are executed. 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). FISCAL IMPACT An appropriation adjustment to recognize revenue and appropriate funds to the respective accounts is shown below. Fiscal Accounting Fund Accounting Unit, Account Amount Year Unit -Account # Description Description FY 19-20 16113002- PRCSA Capital Parks/Rec Capital Grants, $5,240,928 52025 Grants State Grants -Direct FY 19-20 16113264- PRCSA Capital 2018 Parks Bond Act Program, $5,240,928 66220 Grants Improvements Other Than Building FY 19-20 31313002- Acquisition & PRCSA-Acquisition & $400,000 50001 Development Development, Prior Year Carry Fund -District 3 1 Forward FY 19-20 31313260- Acquisition & PRCSA-Acquisition & $400,000 66220 Development Development, Improvements Fund -District 3 Other Than Building Funding balances will be carried forward to future years as expenditures are expected to occur in the following fiscal years and accounts. The ongoing maintenance costs for each project are estimated at $25,000-$30,000 per year. 20B-2 Appropriation Adjustment for the Construction of New Parks at Standard/McFadden and Raitt/Myrtle May 19, 2020 Page 3 Fiscal Accounting Fund Accounting Unit, Account Amount Year Unit -Account # Description Description FY 20-21 16113264- PRCSA Capital 2018 Parks Bond Act Program, $4,500,000 66220 Grants Improvements Other Than Building FY 21-22 16113264- PRCSA Capital 2018 Parks Bond Act Program, $740,928 66220 Grants Improvements Other Than Building FY 21-22 31313260- Acquisition & PRCSA-Acquisition & $400,000 66220 Development Development, Improvements Fund -District 3 Other Than Building r1- REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE: APPROVE APPROPRIATION ADJUSTMENT AND AGREEMENT ACCEPTING BUREAU OF RECLAMATION WATERSMART GRANT FUNDS FOR THE ADVANCED METER INFRASTRUCTURE PROJECT IN THE AMOUNT OF $300,000 (PROJECT NO. 16-6460) (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1"Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing Bureau of Reclamation WaterSMART grant funds in the amount of $300,000 into the Public Works Water Quality & Control Fund, Federal Grant -Direct revenue account and appropriating $275,000 into the Public Works Water Quality & Control, WaterSMART-Watershed Management Program, Improvements Other Than Building expenditure account with the remaining $25,000 recognized in Reserve Appropriation expenditure accounts for future year expenditures. 2. Authorize the City Manager to execute an agreement with the United States Department of the Interior Bureau of Reclamation (R19AP00131) for the period of May 19, 2020 to June 30, 2021, accepting WaterSMART grant funding in the amount of $300,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On October 15, 2019, the Council authorized staff to submit a grant application to the United States Bureau of Reclamation (BOR) WaterSMART (Sustain and Manage America's Resources for Tomorrow) Water Energy and Efficiency Grant Program for the Advanced Metering Infrastructure (AMI) Project. The AMI Project involves, among other things, the transition of approximately 45,000 existing manual -read water meters to new smart meters enabling the City to implement technological enhancements such as automated meter reads, leak detection and usage notifications, and interactive customer service portals. 20C-1 Approve Appropriation Adjustment and Agreement Accepting BOR Funds for AMI Project May 19, 2020 Page 2 A feasibility study to evaluate the applicability and costs associated with the AMI project was completed in 2016. The study estimated the costs of fully deploying this project at approximately $14,400,000. In July 2019, the City was awarded $300,000 in BOR WaterSMART grant funding to help offset the City's cost for the this project. The BOR has obligated $275,000 to the City, while retaining $25,000 for their costs to perform environmental and cultural compliance work associated with the National Environmental Policy Act (NEPA) on the City's behalf. If the cost to perform the environmental and cultural compliance work is less than the estimated amount of $25,000 the remaining balance will be obligated to the City. All grant funds from this agreement (Exhibit 1) will be used for planning and design of Phase 1 of the project, which is estimated to cost approximately $2,600,000. To date, the City has received a total of $5,500,000 in grant funding for the AMI project. The balance of the project costs will be funded by the Water Enterprise's capital funds. These costs have been taken into account in the City's existing five-year water rate plan, and no additional rate adjustments are necessary to deliver this project. Staff will continue to pursue additional grant funding opportunities to deliver this project efficiently. 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). FISCAL IMPACT Approval of the requested appropriation adjustment will recognize $300,000 in Bureau of Reclamation WaterSMART grant funds into the Public Works Water Quality & Control Fund, Federal Grant -Direct revenue account (No. 16417002-52000), and appropriate $275,000 into the Public Works Water Quality & Control, WaterSMART-Watershed Management Program, Improvements Other Than Building expenditure account (No. 16417641-66220), and $25,000 into the Public Works Water Quality & Control, WaterSMART-Watershed Management Program, Reserve Appropriation expenditure account (No. 16417641-69011). Grant funds in the amount of $275,000 will be available for expenditure in FY 2019-20 and $25,000 will be placed in reserve appropriation for future year expenditures. Fiscal Year Accounting Fund Description Accounting Unit, Amount Unit -Account # Account Description Public Works Water WaterSmart-Watershed FY 2019-20 16417641-66220 Mgmt Prog, Improvements $275,000 Quality & Control Other Than Building Public Works Water WaterSmart-Watershed FY 2019-20 16417641-69011 Mgmt Prog, Reserve $25,000 Quality & Control Appropriation Total: $300,000 Exhibit: 1. Agreement 20Ci-2 UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF RECLAMATION ASSISTANCE AGREEMENT ]A AGREEMENTNUMBER 1B.MODNUMBER 2. TYPEOFAGREEMENT 3. CLASS OF RECIPIENT R19AP00131 ® GRANT El COOPERATIVE AGREEMENT 1 City or Township Government 4. ISSUING OFFICE 5. RECIPIENT Bureau of Reclamation City of Santa Ana Acquisitions and Assistance Management Division 20 Civic Center Plz Fl 8 Acquisitions and Assistance Operations Branch Santa Ana, CA 92701-4058 P.O. Box 25007, MS 84-27810 Denver, CO 80225-5007 FIN n: 956000785 county: Orange DUNS u: 083153247 congress. Dist: CA-46 6. RECIPIENT PROJECT MANAGER 7A. INITIAL AGREEMENT 713. MODIFICATION EFFECTIVEDATE: EFFECTIVE DATE: Rudy Rosas, Sr. Civil Engineer See Block 13.a below City of Santa Ana S. COMPLETION DATE 20 Civic Center Plz Fl 8 Santa Ana, CA 92701-4058 June 30, 2021 714-647-3379 Rrosas@Santa-Ana.org 9A. PROGRAM STATUTORY AUTHORITY 913. CFDANumber Section 9504(a) of the Secure Water Act, Public Law 111-11 (42 United States Code 10364) 15.507 10. FUNDINGINFORMATION NON-FEDERAL RECLAMATION TOTAL PROJECT COSTS Total Estimated Amount ofAgreemmt $2,343,938.00 $300,000.00 $2,643,938.00 nis Obligation $2,343,938.00 $275,000.00 $2,618,938.00 Previous Obligation $0.00 $0.00 $0.00 Total Obligation $2,343,938.00 $275,000.00 $2,618,938.00 11. PROJECT TITLE Santa Ana Automated Metering Infrastructure Installation Project 12a. Acceptance of this Assistance Agreement in accordance with the temis and 13a. Award of this Assistance Agreement in accordance with the temrs and conditions contained herein is hereby made on behalf of the above -named conditions contained herein is hereby made on behalf of the United States recipient of America, Department of the Interior, Bureau of Reclamation BY BY DATE: DATE_ 12b. NAME AND TITLE OF SIGNER 13b. NAME OF GRANTS OFFICER Approved as to Form: Attest: Q Jol M. Funk Daisy Gomez Assistant City Attorney Clerk of the Council 20C-3 Page 2 of 50 TABLE OF CONTENTS L OVERVIEW AND SCHEDULE............................................................................................... 4 1. AUTHORITY........................................................................................................................ 4 2. PUBLIC PURPOSE OF SUPPORT OR STIMULATION................................................... 5 3. BACKGROUND AND OBJECTIVES................................................................................. 5 4. PERIOD OF PERFORMANCE AND FUNDS AVAILABILITY ....................................... 6 5. SCOPE OF WORK AND MILESTONES............................................................................ 6 6. RESPONSIBILITY OF THE PARTIES............................................................................... 7 7. BUDGET............................................................................................................................... 8 8. KEY PERSONNEL............................................................................................................. 10 9. LIMITATION OF AUTHORITIES.................................................................................... 10 10. REPORTING REQUIREMENTS AND DISTRIBUTION ............................................... 11 11. REGULATORY COMPLIANCE..................................................................................... 14 12. AGRICULTURAL OPERATIONS [Public Law I I I-11, Section 9504(a)(3)(B)]........... 14 13. TITLE TO IMPROVEMENTS [Public Law I I I-11, Section 9504(a)(3)(D)]................. 14 14. OPERATION AND MAINTENANCE COSTS [Public Law 111-11, Section 9504(a)(3)(E)(iv.)]............................................................................................................ 14 15. LIABILITY [Public Law 111-11, Section 9504(a)(3)(F)]............................................... 14 1I. RECLAMATION STANDARD TERMS AND CONDITIONS ............................................ 16 1. REGULATIONS.................................................................................................................. 16 2. PAYMENT.......................................................................................................................... 16 3. PROCUREMENT STANDARDS (2 CFR 200.317 through 200.326) ............................... 20 4. EQUIPMENT (2 CFR 200.313).......................................................................................... 29 5. SUPPLIES (2 CFR 200.314)............................................................................................... 32 6. INSPECTION...................................................................................................................... 32 7. AUDIT REQUIREMENTS (2 CFR 200.50 1) .....................................................................32 8. REMEDIES FOR NONCOMPLIANCE (2 CFR 200.338)................................................. 34 9. TERMINATION (2 CFR 200.339)...................................................................................... 34 10. DEBARMENT AND SUSPENSION (2 CFR 1400)........................................................ 35 11. DRUG -FREE WORKPLACE (2 CFR 182 and 1401)...................................................... 35 12. ASSURANCES AND CERTIFICATIONS INCORPORATED BY REFERENCE ........ 35 Agreement No. R19AP00131 Agreement Template 20 C _4 (0312019) Page 3 of 50 13. COVENANT AGAINST CONTINGENT FEES.............................................................. 36 14. TRAFFICKING VICTIMS PROTECTION ACT OF 2000 (2 CFR 175.15) ................... 36 15. NEW RESTRICTIONS ON LOBBYING (43 CFR 18).................................................... 38 16. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION POLICIES ACT OF 1970 (URA) (42 USC 4601 et seq) ............................................... 39 18. PROHIBITION ON TEXT MESSAGING AND USING ELECTRONIC EQUIPMENT SUPPLIED BY THE GOVERNMENT WHILE DRIVING ............................................ 41 19. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (2 CFR 170 APPENDIXA).................................................................................................................. 42 20. RECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013)...................... 45 21. RECIPIENT INTEGRITY AND PERFORMANCE MATTERS (APPENDIX XII to 2 CFRPart 200)................................................................................................................... 46 22. CONFLICTS OF INTEREST............................................................................................. 48 23. DATA AVAILABILITY.................................................................................................... 49 Agreement No. R19AP00131 Agreement Template 2 U C _5 (0312019) Page 4 of 50 Financial Assistance Agreement Between Bureau of Reclamation And City of Santa Ana For Santa Ana Automated Metering Infrastructure Installation Project I. OVERVIEW AND SCHEDULE 1. AUTHORITY This Financial Assistance Agreement (Agreement) is entered into between the United States of America, acting through the Department of the Interior, Bureau of Reclamation (Reclamation) and City of Santa Ana (Recipient), pursuant to Section 9504(a) of the SECURE WATER ACT, Subtitle F of Title DX of the OMNIBUS PUBLIC LAND MANAGEMENT ACT OF 2009, Public Law 111-11 (42 United States Code 10364) (the "Act'). The following section, provided in full text, authorizes Reclamation to award this financial assistance agreement: SEC. 9504. WA TER MANA GEMENT IMPR 0 VEMENT. (a) AUTHORIZATION OF GRANTS AND COOPERA TIVEAGREEMENTS (1) AUTHORITY OF SECRETARY —The Secretary may provide any grant to, or enter into an agreement with, any eligible applicant to assist the eligible applicant in planning designing or constructing any improvement (A) to conserve water; (B) to increase water use efficiency; (C) to facilitate water markets; (D) to enhance water management, including increasing the use of renewable energy in the management and delivery ofwater; (E) to accelerate the adoption and use of advanced water treatment technologies to increase water supply; (F) to prevent the decline of species that the United States Fish and Wildlife Service and National Marine Fisheries Service have proposed for listing under the Endangered Species Act of 1973 (16 U.S.C. 1531 et seq.) (or candidate species that are being considered by those agencies for such listing but are not yet the subject of a proposed rule); Agreement No. R19AP00131 Agreement Template 20 C _6 (0312019) Page 5 of 50 (G) to accelerate the recovery of threatened species, endangered species, and designated critical habitats that are adversely affected by Federal reclamation projects or are subject to a recovery plan or conservation plan under the Endangered Species Act of 1973 (16 U.S.C. 1531 etseq) under which the Commissioner of Reclamation has implementation responsibilities, or (I) to carry out any other activity (i) to address any climate -related impact to the water supply of the United States that increases ecological resiliency to the impacts of climate change, or (ii) to prevent any water -related crisis or conflict at any watershed that has a nexus to a Federal reclamation project located in a service area. 2. PUBLIC PURPOSE OF SUPPORT OR STIMULATION The proposed Santa Ana Automated Metering Infrastructure Installation Project (Project) will increase the reliability of water supplies and improve water management. 3. BACKGROUND AND OBJECTIVES Through WaterSMART (Sustain and Manage America's Resources for Tomorrow), Reclamation leverages Federal and non -Federal funding to work cooperatively with states, tribes, and local entities as they plan for and implement actions to increase water supply reliability through investments and attention to local water conflicts. Working together with our stakeholders, WaterSMART provides support for the Department of the Interior's priorities, including creating a legacy of conservation stewardship, sustainably developing our energy and natural resources, modernizing our infrastructure through public -private partnerships, and restoring trust with local communities by improving relationships and communication with states, tribes, local governments, communities, landowners and water users. Through Water and Energy Efficiency Grants, Reclamation provides assistance to states, tribes, irrigation districts, water districts, and other entities with water or power delivery authority to undertake projects that result in quantifiable and sustained water savings and support broader water reliability benefits. The City of Santa Ana, located in southern California, will replace 11,250 manual -read water meters with updated advanced metering infrastructure (AMI) meters. AMI will provide real-time operational modeling information, establish a leak detection system, and provide water - consumption data to allow individuals to better manage their water usage. The project is expected to result in a water savings of 371 acre-feet annually that is currently lost to meter inaccuracies and leaks. The City is currently dependent on a combination of local groundwater and imported water for its supply. Water saved through the project will supplement the City's finite groundwater supply and reduce the need to purchase additional water. Agreement No. R19AP00131 Agreement Template 20 C _7 (0312019) Page 6 of 50 4. PERIOD OF PERFORMANCE AND FUNDS AVAILABILITY This Agreement becomes effective on the date shown in Block 13a of Page 1 of this agreement, United States of America, Department of the Interior, Bureau of Reclamation, Assistance Agreement. The Agreement shall remain in effect until the date shown in Block 8 of Page I of this agreement, United States of America, Department of the Interior, Bureau of Reclamation, Assistance Agreement. The period of performance for this Agreement may only be modified through written modification of the Agreement by a Reclamation Grants Officer. No legal liability on the part of the Government for any payment may arise until funds are made available, in writing, to the Recipient by the Grants Officer. The total estimated amount of federal funding for this agreement is $300,000.00, of which the initial amount of federal funds available is limited to $275,000.00 as indicated by "this obligation" within Block 10 of Page 1 of this agreement, United States of America, Department of the Interior, Bureau of Reclamation, Assistance Agreement. 5. SCOPE OF WORK AND MILESTONES Under this Agreement, the Recipient shall purchase and install 11,250 Advanced Metering Infrastructure (AMI) meters to replace existing manually read meters. Project components are anticipated to include: • 11,250 meters, registers, meter boxes, lids • Network hardware and installation, software and system integration, AMI tower materials • Meter Data Management System, interactive web portal installation The meters will be replaced within the City of Santa Ana. The map included below shows the locations of the City's water system facilities. The Recipient shall include in its records the locations of the meters installed under this Agreement. After review of the methodology used to estimate water conservation savings, consideration of supporting documentation provided by Recipient, and any adjustments made during the evaluation of the Project, it was determined that these improvements are expected to result in annual water savings of 371 acre-feet. Milestone / Task / Activity Planned Start Date Planned Completion Date Complete environmental and cultural compliance September 2019 September 2019 Engineering and design September 2019 March 2020 Award contract April 2020 June 2020 Install AMI towers and meters (50% complete) June 2020 December 2020 Install AMI towers and meters (100% complete) January 2021 March 2021 System testing and data migration March 2021 June 2021 Agreement No. R19AP00131 Agreemmt Template 20 C _g (0312019) Page 7 of 50 6. RESPONSHiILITY OF THE PARTIES 6.1 Recipient Responsibilities 6.1.1 The Recipient shall carry out the Scope of Work (SOW) in accordance with the terms and conditions stated herein. The Recipient shall adhere to Federal, state, and local laws, regulations, and codes, as applicable, and shall obtain all required approvals and permits. If the SOW contains construction activities, the Recipient is responsible for construction inspection, oversight, and acceptance. If applicable, the Recipient shall also coordinate and obtain approvals from site owners and operators. 6.1.2 Interim Performance Reports. The Recipient shall prepare and submit to Reclamation interim Project performance reports (Interim Performance Reports) as required by Section I.10 of this Agreement. Each Interim Performance Report will include (but is not limited to) the information identified in paragraph I.10.3 and will discuss the following: • A comparison of actual accomplishments to the milestones established by the financial assistance agreement for the reporting period • The reasons why established milestones were not met, if applicable • The status of milestones from the previous reporting period that were not met, if applicable • Whether the Project is on schedule and within the original cost estimate • Any additional pertinent information or issues related to the status of the Project 6.1.3 Final Project Report. The Recipient shall prepare and submit to Reclamation a final Project performance report (Final Project Report) as required by Section I.10 of this Agreement. The Final Project Report will include (but is not limited to) the information identified in paragraph I.10.3 and will discuss the following: • Whether the Project objectives and goals were met • The amount of water conserved, if applicable, including information and/or calculations supporting that amount • The amount of energy the renewable energy system is generating annually, if applicable • How the Project demonstrated collaboration, if applicable Photographs documenting the project are also appreciated. Recipient understands that Reclamation may print photos with appropriate credit to Recipient. Recipient also understands that the Final Project Report is a public document and may be made available on Reclamation's website, www.usbr.gov/watersmart/. Agreement No. R19AP00131 Agreement Template 20 C _g (0312019) Page 8 of 50 7. BUDGET 7.1 Budget Estimate. The following is the estimated budget for this Agreement. As Federal financial assistance agreements are cost -reimbursable, the budget provided is for estimation purposes only. Final costs incurred under the budget categories listed may be either higher or lower than the estimated costs. All costs incurred by the Recipient under this agreement must be in accordance with any pre -award clarifications conducted between the Recipient and Reclamation, as well as with the terms and conditions of this agreement. Final determination of the allowability, allocability, or reasonableness of costs incurred under this agreement is the responsibility of the Grants Officer. Recipients are encouraged to direct any questions regarding allowability, allocability or reasonableness of costs to the Grants Officer for review prior to incurrence of the costs in question. BUDGET ITEM DESCRIPTION TOTAL COST CONTRACTUAL/CONSTRUCTION Installation Contract $2,262,938.00 Consultant Contract $356,000.00 OTHER Reclamations Environmental and Cultural Compliance Cost $25,000.00 TOTAL DIRECT COSTS $2,643,938.00 INDIRECT COSTS N/A $0.00 TOTAL ESTIMATED PROJECT COST $2,643,938.00 7.2 Cost Sharing Requirement At least 50% non -Federal cost -share is required for costs incurred under this Agreement. Based on the budget estimate reflected in Section 7.1 above, the estimated Federal share of allowable costs is 11% and the Recipient's estimated non -Federal cost share is 89%. The Federal share of allowable costs shall not be expended in advance of the Recipient's non -Federal share. It is expected that expenditure of Federal and non -Federal funds based upon the estimated cost share percentages shall occur concurrently. At the end of the period of performance, if the final costs are lower than the original estimate and the 50% non -Federal cost share is met, the final payment and financial report can reflect a lower Recipient cost share than the original budget estimate. If a bona fide need arises which requires the expenditure of Federal funds in advance of the Recipient share, then the Recipient must request written approval from the Grants Officer prior to the expenditure. Recipient's may expend their agreed upon share of costs in advance of the expenditure of Federal funds without prior written approval. Agreement No. R19AP00131 Agreement Template 20 C -10 (0312019) Page 9 of 50 7.3 Pre -Award Incurrence of Costs The Recipient is not authorized to incur costs prior to the award of this Agreement. Costs incurred prior to the award of this agreement are not allowable. 7.4 Allowable Costs Costs incurred for the performance of this Agreement must be allowable, allocable to the project, and reasonable. The following regulations, codified within the Code of Federal Regulations (CFR), governs the allowability of costs for Federal financial assistance: 2 CFR 200 Subpart E, "Cost Principles" Expenditures for the performance of this Agreement must conform to the requirements within this CFR. The Recipient must maintain sufficient documentation to support these expenditures. Questions on the allowability of costs should be directed to the Grants Officer responsible for this Agreement. The Recipient shall not incur costs or obligate funds for any purpose pertaining to operation of the program or activities beyond the expiration date stated in the Agreement. The only costs which are authorized for a period of up to 90 days following the project performance period are those strictly associated with closeout activities for preparation of the final reports. 7.5 Revision of Budget and Program Plans In accordance with 2 CFR 200.308(g) the recipient must request prior written approval for any of the following changes: (a) A change in the approved scope of work or associated tasks, even if there is no associated budget revisions. (b) Revisions which require additional Federal funds to complete the project. (c) Revisions which involve specific costs for which prior written approval requirements may be imposed consistent with OMB cost principles listed in 2 CFR 200 Subpart E "Cost Principles". 7.6 Modifications Any changes to this Agreement shall be made by means of a written modification. Reclamation may make changes to the Agreement by means of a unilateral modification to address changes in address, no -cost time extensions, changes to Key Personnel, the addition of previously agreed upon funding, or administrative corrections which do not impact the terms and conditions of this agreement. Additionally, a unilateral modification may be utilized by Reclamation if it should become necessary to suspend or terminate the Agreement in accordance with 2 CFR 200.338. All other changes shall be made by means of a bilateral modification to the Agreement. No oral statement made by any person, or written statement by any person other than the Grants Officer, Agreement No. R19AP00131 Agreement Template 20 C -11 (0312019) Page 10 of 50 shall be allowed in any manner or degree to modify or otherwise effect the terms of the Agreement. All requests for modification of the Agreement shall be made in writing, provide a full description of the reason for the request, and be sent to the attention of the Grants Officer. Any request for project extension shall be made at least 45 days prior to the expiration date of the Agreement or the expiration date of any extension period that may have been previously granted. Any determination to extend the period of performance or to provide follow-on funding for continuation of a project is solely at the discretion of Reclamation. 8. KEY PERSONNEL 8.1 Recipient's Key Personnel. The Recipient's Project Manager for this Agreement shall be: Rudy Rosas, Sr. Civil Engineer City of Santa Ana 20 Civic Center Plz Fl 8 Santa Ana, CA 92701-4058 714-647-3379 Rirosas@Santa-Ana.org 9. LIMITATION OF AUTHORUIES 9.1 Grants Officer. The Grants Officer is the only official with legal delegated authority to represent Reclamation. The Grants Officer's responsibilities include, but are not limited to, the following: (a) Formally obligate Reclamation to expend funds or change the funding level of the Agreement; (b) Approve through formal modification changes in the scope of work and/or budget; (c) Approve through formal modification any increase or decrease in the period of performance of the Agreement; (d) Approve through formal modification changes in any of the expressed terms, conditions, or specifications of the Agreement; (e) Be responsible for the overall administration, management, and other non -programmatic aspects of the Agreement including, but not limited to, interpretation of financial assistance statutes, regulations, circulars, policies, and terms of the Agreement; Where applicable, ensures that Reclamation complies with the administrative requirements required by statutes, regulations, circulars, policies, and terms of the Agreement. Agreement No. R19AP00131 Agreement Template 20 C -12 (0312019) Page 11 of 50 9.2 Grants Management Specialist (GMS). The Grants Management Specialist is the primary administrative point of contact for this agreement and should be contacted regarding issues related to the day-to-day management of the agreement. Requests for approval regarding the terms and conditions of the agreement, including but not limited to modifications and prior approval, may only be granted, in writing, by a Reclamation Grants Officer. Please note that for some agreements, the Grants Officer and the Grants Management Specialist may be the same individual. 10. REPORTING REQUIREMENTS AND DISTRIBUTION 10.1 Noncompliance. Failure to comply with the reporting requirements contained in this Agreement may be considered a material noncompliance with the terms and conditions of the award. Noncompliance may result in withholding of payments pending receipt of required reports, denying both the use of funds and matching credit for all or part of the cost of the activity or action not in compliance, whole or partial suspension or termination of the Agreement, recovery of funds paid under the Agreement, withholding of future awards, or other legal remedies in accordance with 2 CFR 200.338. 10.2 Financial Reports. Federal Financial Reports shall be submitted by means of the SF-425 and shall be submitted according to the Report Frequency and Distribution schedule below. All financial reports shall be signed by an Authorized Certifying Official for the Recipient's organization. 10.3 Monitoring and Reporting Program Performance (2 CFR 200.328). (a) Monitoring by the non -Federal entity. The non -Federal entity is responsible for oversight of the operations of the Federal award supported activities. The non -Federal entity must monitor its activities under Federal awards to assure compliance with applicable Federal requirements and performance expectations are being achieved. Monitoring by the non - Federal entity must cover each program, function or activity. See also 200.331 Requirements for pass -through entities. (b) Non -construction performance reports. The Federal awarding agency must use standard, OMB -approved data elements for collection of performance information (including performance progress reports, Research Performance Progress Report, or such future collections as may be approved by OMB and listed on the OMB Web site). (1) The non -Federal entity must submit performance reports at the interval required by the Federal awarding agency or pass -through entity to best inform improvements in program outcomes and productivity. Intervals must be no less frequent than annually nor more frequent than quarterly except in unusual circumstances, for example where more frequent reporting is necessary for the effective monitoring of the Federal award or could significantly affect program outcomes. Annual reports must be due 90 calendar days after the reporting period; quarterly or semiannual reports must be due 30 calendar days after the reporting period. Alternatively, the Federal awarding Agreement No. R19AP00131 Agreement Template 20 C -13 (0312019) Page 12 of 50 agency or pass -through entity may require annual reports before the anniversary dates of multiple year Federal awards. The final performance report will be due 90 calendar days after the period of performance end date. If a justified request is submitted by a non -Federal entity, the Federal agency may extend the due date for any performance report. (2) The non -Federal entity must submit performance reports using OMB -approved governmentwide standard information collections when providing performance information. As appropriate in accordance with above mentioned information collections, these reports will contain, for each Federal award, brief information on the following unless other collections are approved by OMB: (i) A comparison of actual accomplishments to the objectives of the Federal award established for the period. Where the accomplishments of the Federal award can be quantified, a computation of the cost (for example, related to units of accomplishment) may be required if that information will be useful. Where performance trend data and analysis would be informative to the Federal awarding agency program, the Federal awarding agency should include this as a performance reporting requirement. (ii) The reasons why established goals were not met, if appropriate. (iii) Additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs. (c) Construction performance reports. For the most part, onsite technical inspections and certified percentage of completion data are relied on heavily by Federal awarding agencies and pass -through entities to monitor progress under Federal awards and subawards for construction. The Federal awarding agency may require additional performance reports only when considered necessary. (d) Significant developments. Events may occur between the scheduled performance reporting dates that have significant impact upon the supported activity. In such cases, the non -Federal entity must inform the Federal awarding agency or pass -through entity as soon as the following types of conditions become known: (1) Problems, delays, or adverse conditions which will materially impair the ability to meet the objective of the Federal award. This disclosure must include a statement of the action taken, or contemplated, and any assistance needed to resolve the situation. (2) Favorable developments which enable meeting time schedules and objectives sooner or at less cost than anticipated or producing more or different beneficial results than originally planned. Agreement No. R19AP00131 Agreement Template 20 C -14 (0312019) Page 13 of 50 Reclamation requires Performance reporting for all financial assistance awards, both Construction and non -Construction. Performance reports for Construction agreements shall meet the same minimum requirements outlined in 2 CFR 200.328(b)(2) above. 10.4 Report Frequency and Distribution. The following table sets forth the reporting requirements for this Agreement. Please note the first report due date listed for each type of report. Required Reports Interim Reports Final Report Performance Report Format No specific format required. See content Summary of activities completed requirements within Section 9.3 (2 CFR during the entire period of 200.328) above. performance is required. See content requirements within Section 9.3 (2 CFR 200.328) above. Reporting Frequency Semi -Annual Final Report due within 90 days after the end of the period of performance. Reporting Period October 1 through March 31 and April 1 Entire period of performance through September 30. Due Date Within 30 days after the end of the Final Report due within 90 days Reporting Period. after the end of the period of performance or completion of the project. First Report Due The first performance report is due for N/A Date reporting period ending 09/30/2020. Submit to: sha-dro-faoperations(u,usbr.gov sha-dro-faoperations(a usbr.eov Federal Financial Report Format SF-425 (all sections must be completed) SF-425(all sections must be completed) Reporting Frequency Semi -Annual Final Report due within 90 days after the end of the period of performance. Reporting Period October 1 through March 31 and April 1 Entire period of performance through September 30. Due Date Within 30 days after the end of the Final Report due within 90 days Reporting Period. after the end of the period of performance or completion of project. First Report Due The first Federal financial report is due N/A Date for reporting period ending 09/30/2020. Submit to: sha-dro-faoperations(u,usbr.gov sha-dro-faoperations(u,usbr.gov Agreement No. R19AP00131 Agreement Template 20 C -15 (0312019) Page 14 of 50 11. REGULATORY COMPLIANCE The Recipient agrees to comply or assist Reclamation with all regulatory compliance requirements and all applicable state, Federal, and local environmental and cultural and paleontological resource protection laws and regulations as applicable to this project. These may include, but are not limited to, the National Environmental Policy Act (NEPA), including the Council on Environmental Quality and Department of the Interior regulations implementing NEPA, the Clean Water Act, the Endangered Species Act, consultation with potentially affected Tribes, and consultation with the State Historic Preservation Office. If the Recipient begins project activities that require environmental or other regulatory compliance approval prior to receipt of written notice from the Grants Officer that all such clearances have been obtained, then Reclamation reserves the right to initiate remedies for non-compliance as defined by 2 CFR 200.338 up to and including unilateral termination of this agreement. 12. AGRICULTURAL OPERATIONS [Public Law 111-11, Section 9504(a)(3)(B)] The Recipient shall not use any associated water savings to increase the total irrigated acreage of the Recipient or otherwise increase the consumptive use of water in the operation of the Recipient, as determined pursuant to the law of the State in which the operation of Recipient is located. 13. TITLE TO IMPROVEMENTS [Public Law 111-11, Section 9504(a)(3)(D)] If the activities funded under this Agreement result in an infrastructure improvement to a federally owned facility, the Federal Government shall continue to hold title to the facility and improvements to the facility. 14. OPERATION AND MAINTENANCE COSTS [Public Law 111-11, Section 9504(a)(3)(E)(iv.)] The non -Federal share of the cost of operating and maintaining any infrastructure improvement funded through this Agreement shall be 100 percent. 15. LIABILITY [Public Law 111-11, Section 9504(a)(3)(F)] (a) IN GENERAL. Except as provided under chapter 171 of title 28, United States Code (commonly known as the "Federal Tort Claims Act'), the United States shall not be liable for monetary damages of any kind for any injury arising out of an act, omission, or occurrence that arises in relation to any facility created or improved under this Agreement, the title of which is not held by the United States. Agreement No. R19AP00131 Agreement Template 20 C -16 (0312019) Page 15 of 50 (b) TORT CLAIMS ACT. Nothing in this section increases the liability of the United States beyond that provided in chapter 171 of title 28, United States Code (commonly known as the "Federal Tort Claims Act'). Agreement No. R19AP00131 Agreement Template 20 C -17 (0312019) Page 16 of 50 H. RECLAMATION STANDARD TERMS AND CONDITIONS 1. REGULATIONS The regulations at 2 CFR Subtitle A, Chapter II, Part 200 "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards", are hereby incorporated by reference as though set forth in full text. Failure of a Recipient to comply with any applicable regulation or circular may be the basis for withholding payments for proper charges made by the Recipient and/or for termination of support. 2. PAYMENT 2.1 Payment (2 CFR 200.305). (a) For states, payments are governed by Treasury -State CMIA agreements and default procedures codified at 31 CFR Part 205 "Rules and Procedures for Efficient Federal -State Funds Transfers" and TFM 4A-2000 Overall Disbursing Rules for All Federal Agencies. (b) For non -Federal entities other than states, payments methods must minimize the time elapsing between the transfer of funds from the United States Treasury or the pass - through entity and the disbursement by the non -Federal entity whether the payment is made by electronic funds transfer, or issuance or redemption of checks, warrants, or payment by other means. See also 200.302 Financial management paragraph (b)(6). Except as noted elsewhere in this part, Federal agencies must require recipients to use only OMB -approved standard governmentwide information collection requests to request payment. (1) The non -Federal entity must be paid in advance, provided it maintains or demonstrates the willingness to maintain both written procedures that minimize the time elapsing between the transfer of funds and disbursement by the non -Federal entity, and financial management systems that meet the standards for fund control and accountability as established in this part. Advance payments to a non -Federal entity must be limited to the minimum amounts needed and be timed to be in accordance with the actual, immediate cash requirements of the non -Federal entity in carrying out the purpose of the approved program or project. The timing and amount of advance payments must be as close as is administratively feasible to the actual disbursements by the non -Federal entity for direct program or project costs and the proportionate share of any allowable indirect costs. The non -Federal entity must make timely payment to contractors in accordance with the contract provisions. (2) Whenever possible, advance payments must be consolidated to cover anticipated cash needs for all Federal awards made by the Federal awarding agency to the recipient. Agreement No. R19AP00131 Agreement Template 20 C -18 (0312019) Page 17 of 50 (i) Advance payment mechanisms include, but are not limited to, Treasury check and electronic funds transfer and must comply with applicable guidance in 31 CFR part 208. (ii) Non -Federal entities must be authorized to submit requests for advance payments and reimbursements at least monthly when electronic fund transfers are not used, and as often as they like when electronic transfers are used, in accordance with the provisions of the Electronic Fund Transfer Act (15 U.S.C. 1693-1693r). (3) Reimbursement is the preferred method when the requirements in paragraph (b) cannot be met, when the Federal awarding agency sets a specific condition per 200.207 Specific conditions, or when the non -Federal entity requests payment by reimbursement. This method may be used on any Federal award for construction, or if the major portion of the construction project is accomplished through private market financing or Federal loans, and the Federal award constitutes a minor portion of the project. When the reimbursement method is used, the Federal awarding agency or pass -through entity must make payment within 30 calendar days after receipt of the billing, unless the Federal awarding agency or pass -through entity reasonably believes the request to be improper. (4) If the non -Federal entity cannot meet the criteria for advance payments and the Federal awarding agency or pass -through entity has determined that reimbursement is not feasible because the non -Federal entity lacks sufficient working capital, the Federal awarding agency or pass -through entity may provide cash on a working capital advance basis. Under this procedure, the Federal awarding agency or pass - through entity must advance cash payments to the non -Federal entity to cover its estimated disbursement needs for an initial period generally geared to the non -Federal entity's disbursing cycle. Thereafter, the Federal awarding agency or pass -through entity must reimburse the non -Federal entity for its actual cash disbursements. Use of the working capital advance method of payment requires that the pass -through entity provide timely advance payments to any subrecipients in order to meet the subrecipient's actual cash disbursements. The working capital advance method of payment must not be used by the pass -through entity if the reason for using this method is the unwillingness or inability of the pass -through entity to provide timely advance payments to the subrecipient to meet the subrecipient's actual cash disbursements. (5) Use of resources before requesting cash advance payments. To the extent available, the non -Federal entity must disburse funds available from program income (including repayments to a revolving fund), rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting additional cash payments. (6) Unless otherwise required by Federal statutes, payments for allowable costs by non - Federal entities must not be withheld at any time during the period of performance unless the conditions of 200.207 Specific conditions, Subpart D Post Federal Award Agreement No. R19AP00131 Agreement Template 20 C -19 (0312019) Page 18 of 50 Requirements of this part, 200.338 Remedies for Noncompliance, or one or more of the following applies: (i) The non -Federal entity has failed to comply with the project objectives, Federal statutes, regulations, or the terms and conditions of the Federal award. (ii) The non -Federal entity is delinquent in a debt to the United States as defined in OMB Guidance A-129, "Policies for Federal Credit Programs and Non -Tax Receivables." Under such conditions, the Federal awarding agency or pass - through entity may, upon reasonable notice, inform the non -Federal entity that payments must not be made for obligations incurred after a specified date until the conditions are corrected or the indebtedness to the Federal Government is liquidated. (iii) A payment withheld for failure to comply with Federal award conditions, but without suspension of the Federal award, must be released to the non -Federal entity upon subsequent compliance. When a Federal award is suspended, payment adjustments will be made in accordance with 200.342 Effects of suspension and termination. (iv) A payment must not be made to a non -Federal entity for amounts that are withheld by the non -Federal entity from payment to contractors to assure satisfactory completion of work. A payment must be made when the non -Federal entity actually disburses the withheld funds to the contractors or to escrow accounts established to assure satisfactory completion of work. (7) Standards governing the use of banks and other institutions as depositories of advance payments under Federal awards are as follows. (i) The Federal awarding agency and pass -through entity must not require separate depository accounts for funds provided to a non -Federal entity or establish any eligibility requirements for depositories for funds provided to the non -Federal entity. However, the non -Federal entity must be able to account for the receipt, obligation and expenditure of funds. (ii) Advance payments of Federal funds must be deposited and maintained in insured accounts whenever possible. (8) The non -Federal entity must maintain advance payments of Federal awards in interest -bearing accounts, unless the following apply. (i) The non -Federal entity receives less than $120,000 in Federal awards per year. (ii) The best reasonably available interest -bearing account would not be expected to earn interest in excess of $500 per year on Federal cash balances. Agreement No. R19AP00131 Agreement Template 2 U C -2 U (0312019) Page 19 of 50 (iii) The depository would require an average or minimum balance so high that it would not be feasible within the expected Federal and non -Federal cash resources. (iv) A foreign government or banking system prohibits or precludes interest bearing accounts. (9) Interest earned amounts up to $500 per year may be retained by the non -Federal entity for administrative expense. Any additional interest earned on Federal advance payments deposited in interest -bearing accounts must be remitted annually to the Department of Health and Human Services Payment Management System (PMS) through an electronic medium using either Automated Clearing House (ACH) network or a Fedwire Funds Service payment. Remittances must include pertinent information of the payee and nature of payment in the memo area (often referred to as "addenda records" by Financial Institutions) as that will assist in the timely posting of interested earned on federal funds. Pertinent details include the Payee Account Number (PAN) if the payment originated from PMS, or Agency information if the payment originated from ASAP, NSF or another federal agency payment system. The remittance must be submitted as follows: (i) For ACH Returns: Routing Number: 051036706 Account number: 303000 Bank Name and Location: Credit Gateway ACH Receiver St. Paul, MN (ii) For Fedwire Returns*: Routing Number: 021030004 Account number: 75010501 Bank Name and Location: Federal Reserve Bank Treas NYC/Funds Transfer Division New York, NY (* Please note organization initiating payment is likely to incur a charge from your Financial Institution for this type of payment) (iii) For International ACH Returns: Beneficiary Account: Federal Reserve Bank of New York/ITS (FRBNY/ITS) Bank: Citibank N.A. (New York) Swift Code: CITIUS33 Account Number: 36838868 Bank Address: 388 Greenwich Street, New York, NY 10013 USA Payment Details (Line 70): Agency Name (abbreviated when possible) and ALC Agency POC: Michelle Haney, (301) 492-5065 Agreement No. R19AP00131 Agreement Template 20 C -21 (0312019) Page 20 of 50 (iv) For recipients that do not have electronic remittance capability, please make check** payable to: "The Department of Health and Human Services." Mail Check to Treasury approved lockbox: HHS Program Support Center, P.O. Box 530231, Atlanta, GA 30353-0231 (* * Please allow 4-6 weeks for processing of a payment by check to be applied to the appropriate PMS account) (v) Any additional information/instructions may be found on the PMS Web site at hftp://www.dpm.psc.gov/. 2.2 Payment Method. Recipients must utilize the Department of Treasury Automated Standard Application for Payments (ASAP) payment system to request advance or reimbursement payments. ASAP is a Recipient -initiated payment and information system designed to provide a single point of contact for the request and delivery of Federal funds. ASAP is the only allowable method for request and receipt of payment. Recipient procedures must minimize the time elapsing between the drawdown of Federal funds and the disbursement for agreement purposes. In accordance with 2 CFR 25.200(b)(2) the Recipient shall "Maintain an active SAM registration with current information at all times during which it has an active Federal award or an application or plan under consideration by an agency". If the Recipient allows their SAM registration to lapse, the Recipient's accounts within ASAP will be automatically suspended by Reclamation until such time as the Recipient renews their SAM registration. 3. PROCUREMENT STANDARDS (2 CFR 200.317 through 200.326) 200.317 Procurements by States. When procuring property and services under a Federal award, a state must follow the same policies and procedures it uses for procurements from its non -Federal funds. The state will comply with 200.322 Procurement of recovered materials and ensure that every purchase order or other contract includes any clauses required by section 200.326 Contract provisions. All other non -Federal entities, including subrecipients of a state, will follow 200.318 General procurement standards through 200.326 Contract provisions. 200.318 General procurement standards. (a) The non -Federal entity must use its own documented procurement procedures which reflect applicable State, local, and tribal laws and regulations, provided that the procurements conform to applicable Federal law and the standards identified in this part. (b) Non -Federal entities must maintain oversight to ensure that contractors perform in accordance with the terms, conditions, and specifications of their contracts or purchase orders. Agreement No. R19AP00131 Agreement Template 2 U C -22 (0312019) Page 21 of 50 (c) (1) The non -Federal entity must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts. No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. The officers, employees, and agents of the non -Federal entity may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, non -Federal entities may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the non -Federal entity. (2) If the non -Federal entity has a parent, affiliate, or subsidiary organization that is not a state, local government, or Indian tribe, the non -Federal entity must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or subsidiary organization, the non -Federal entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. (d) The non -Federal entity's procedures must avoid acquisition of unnecessary or duplicative items. Consideration should be given to consolidating or breaking out procurements to obtain a more economical purchase. Where appropriate, an analysis will be made of lease versus purchase alternatives, and any other appropriate analysis to determine the most economical approach. (e) To foster greater economy and efficiency, and in accordance with efforts to promote cost- effective use of shared services across the Federal Government, the non -Federal entity is encouraged to enter into state and local intergovernmental agreements or inter -entity agreements where appropriate for procurement or use of common or shared goods and services. (f) The non -Federal entity is encouraged to use Federal excess and surplus property in lieu of purchasing new equipment and property whenever such use is feasible and reduces project costs. (g) The non -Federal entity is encouraged to use value engineering clauses in contracts for construction projects of sufficient size to offer reasonable opportunities for cost reductions. Value engineering is a systematic and creative analysis of each contract item or task to ensure that its essential function is provided at the overall lower cost. Agreement No. R19AP00131 Agreement Template 2 U C -2 3 (0312019) Page 22 of 50 (h) The non -Federal entity must award contracts only to responsible contractors possessing the ability to perform successfully under the terms and conditions of a proposed procurement. Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources. See also 200.212 Suspension and debarment. (i) The non -Federal entity must maintain records sufficient to detail the history of procurement. These records will include, but are not necessarily limited to the following: rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price. 0) (1) The non -Federal entity may use a time and materials type contract only after a determination that no other contract is suitable and if the contract includes a ceiling price that the contractor exceeds at its own risk. Time and materials type contract means a contract whose cost to a non -Federal entity is the sum of: (i) The actual cost of materials; and (ii) Direct labor hours charged at fixed hourly rates that reflect wages, general and administrative expenses, and profit. (2) Since this formula generates an open-ended contract price, a time -and -materials contract provides no positive profit incentive to the contractor for cost control or labor efficiency. Therefore, each contract must set a ceiling price that the contractor exceeds at its own risk. Further, the non -Federal entity awarding such a contract must assert a high degree of oversight in order to obtain reasonable assurance that the contractor is using efficient methods and effective cost controls. (k) The non -Federal entity alone must be responsible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative issues arising out of procurements. These issues include, but are not limited to, source evaluation, protests, disputes, and claims. These standards do not relieve the non -Federal entity of any contractual responsibilities under its contracts. The Federal awarding agency will not substitute its judgment for that of the non -Federal entity unless the matter is primarily a Federal concern. Violations of law will be referred to the local, state, or Federal authority having proper jurisdiction. 200.319 Competition. (a) All procurement transactions must be conducted in a manner providing full and open competition consistent with the standards of this section. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, or invitations for bids or requests for proposals must be excluded from competing for such procurements. Some of the situations considered to be restrictive of competition include but are not limited to: Agreement No. R19AP00131 Agreement Template 20 C -24 (0312019) Page 23 of 50 (1) Placing unreasonable requirements on firms in order for them to qualify to do business; (2) Requiring unnecessary experience and excessive bonding; (3) Noncompetitive pricing practices between firms or between affiliated companies; (4) Noncompetitive contracts to consultants that are on retainer contracts; (5) Organizational conflicts of interest; (6) Specifying only a "brand name" product instead of allowing "an equal' product to be offered and describing the performance or other relevant requirements of the procurement; and (7) Any arbitrary action in the procurement process. (b) The non -Federal entity must conduct procurements in a manner that prohibits the use of statutorily or administratively imposed state, local, or tribal geographical preferences in the evaluation of bids or proposals, except in those cases where applicable Federal statutes expressly mandate or encourage geographic preference. Nothing in this section preempts state licensing laws. When contracting for architectural and engineering (A/E) services, geographic location may be a selection criterion provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract. (c) The non -Federal entity must have written procedures for procurement transactions. These procedures must ensure that all solicitations: (1) Incorporate a clear and accurate description of the technical requirements for the material, product, or service to be procured. Such description must not, in competitive procurements, contain features which unduly restrict competition. The description may include a statement of the qualitative nature of the material, product or service to be procured and, when necessary, must set forth those minimum essential characteristics and standards to which it must conform if it is to satisfy its intended use. Detailed product specifications should be avoided if at all possible. When it is impractical or uneconomical to make a clear and accurate description of the technical requirements, a "brand name or equivalent' description may be used as a means to define the performance or other salient requirements of procurement. The specific features of the named brand which must be met by offers must be clearly stated; and (2) Identify all requirements which the offerors must fulfill and all other factors to be used in evaluating bids or proposals. (d) The non -Federal entity must ensure that all prequalified lists of persons, firms, or products which are used in acquiring goods and services are current and include enough Agreement No. R19AP00131 Agreement Template 20 C -2 5 (0312019) Page 24 of 50 qualified sources to ensure maximum open and free competition. Also, the non -Federal entity must not preclude potential bidders from qualifying during the solicitation period. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014] 200.320 Methods of procurement to be followed. The non -Federal entity must use one of the following methods of procurement. (a) Procurement by micro -purchases. Procurement by micro -purchase is the acquisition of supplies or services, the aggregate dollar amount of which does not exceed the micro - purchase threshold (200.67 Micro -purchase). To the extent practicable, the non -Federal entity must distribute micro -purchases equitably among qualified suppliers. Micro - purchases may be awarded without soliciting competitive quotations if the non -Federal entity considers the price to be reasonable. (b) Procurement by small purchase procedures. Small purchase procedures are those relatively simple and informal procurement methods for securing services, supplies, or other property that do not cost more than the Simplified Acquisition Threshold. If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources. (c) Procurement by sealed bids (formal advertising). Bids are publicly solicited and a firm fixed price contract (lump sum or unit price) is awarded to the responsible bidder whose bid, conforming with all the material terms and conditions of the invitation for bids, is the lowest in price. The sealed bid method is the preferred method for procuring construction, if the conditions in paragraph (c)(1) of this section apply. (1) In order for sealed bidding to be feasible, the following conditions should be present: (i) A complete, adequate, and realistic specification or purchase description is available; (ii) Two or more responsible bidders are willing and able to compete effectively for the business; and (iii) The procurement lends itself to a firm fixed price contract and the selection of the successful bidder can be made principally on the basis of price. (2) If sealed bids are used, the following requirements apply: (i) Bids must be solicited from an adequate number of known suppliers, providing them sufficient response time prior to the date set for opening the bids, for state, local, and tribal governments, the invitation for bids must be publically advertised; Agreement No. R19AP00131 Agreement Template 2 U C -26 (0312019) Page 25 of 50 (ii) The invitation for bids, which will include any specifications and pertinent attachments, must define the items or services in order for the bidder to properly respond; (iii) All bids will be opened at the time and place prescribed in the invitation for bids, and for local and tribal governments, the bids must be opened publicly; (iv) A firm fixed price contract award will be made in writing to the lowest responsive and responsible bidder. Where specified in bidding documents, factors such as discounts, transportation cost, and life cycle costs must be considered in determining which bid is lowest. Payment discounts will only be used to determine the low bid when prior experience indicates that such discounts are usually taken advantage of, and (v) Any or all bids may be rejected if there is a sound documented reason. (d) Procurement by competitive proposals. The technique of competitive proposals is normally conducted with more than one source submitting an offer, and either a fixed price or cost -reimbursement type contract is awarded. It is generally used when conditions are not appropriate for the use of sealed bids. If this method is used, the following requirements apply: (1) Requests for proposals must be publicized and identify all evaluation factors and their relative importance. Any response to publicized requests for proposals must be considered to the maximum extent practical; (2) Proposals must be solicited from an adequate number of qualified sources; (3) The non -Federal entity must have a written method for conducting technical evaluations of the proposals received and for selecting recipients; (4) Contracts must be awarded to the responsible firm whose proposal is most advantageous to the program, with price and other factors considered; and (5) The non -Federal entity may use competitive proposal procedures for qualifications - based procurement of architectural/engineering (A/E) professional services whereby competitors' qualifications are evaluated and the most qualified competitor is selected, subject to negotiation of fair and reasonable compensation. The method, where price is not used as a selection factor, can only be used in procurement of A/E professional services. It cannot be used to purchase other types of services though A/E firms are a potential source to perform the proposed effort. (e) [Reserved] Agreement No. R19AP00131 Agreement Template 2 U C -27 (0312019) Page 26 of 50 (f) Procurement by noncompetitive proposals. Procurement by noncompetitive proposals is procurement through solicitation of a proposal from only one source and may be used only when one or more of the following circumstances apply: (1) The item is available only from a single source; (2) The public exigency or emergency for the requirement will not permit a delay resulting from competitive solicitation; (3) The Federal awarding agency or pass -through entity expressly authorizes noncompetitive proposals in response to a written request from the non -Federal entity; or (4) After solicitation of a number of sources, competition is determined inadequate. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014] 200.321 Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. (a) The non -Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. Agreement No. R19AP00131 Agreement Template 2 U C -28 (0312019) Page 27 of 50 200.322 Procurement of recovered materials. A non -Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014] 200.323 Contract cost and price. (a) The non -Federal entity must perform a cost or price analysis in connection with every procurement action in excess of the Simplified Acquisition Threshold including contract modifications. The method and degree of analysis is dependent on the facts surrounding the particular procurement situation, but as a starting point, the non -Federal entity must make independent estimates before receiving bids or proposals. (b) The non -Federal entity must negotiate profit as a separate element of the price for each contract in which there is no price competition and in all cases where cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. (c) Costs or prices based on estimated costs for contracts under the Federal award are allowable only to the extent that costs incurred or cost estimates included in negotiated prices would be allowable for the non -Federal entity under Subpart E Cost Principles of this part. The non -Federal entity may reference its own cost principles that comply with the Federal cost principles. (d) The cost plus a percentage of cost and percentage of construction cost methods of contracting must not be used. 200.324 Federal awarding agency or pass -through entity review. (a) The non -Federal entity must make available, upon request of the Federal awarding agency or pass -through entity, technical specifications on proposed procurements where the Federal awarding agency or pass -through entity believes such review is needed to ensure that the item or service specified is the one being proposed for acquisition. This review generally will take place prior to the time the specification is incorporated into a Agreement No. R19AP00131 Agreement Template 2 U C -29 (0312019) Page 28 of 50 solicitation document. However, if the non -Federal entity desires to have the review accomplished after a solicitation has been developed, the Federal awarding agency or pass -through entity may still review the specifications, with such review usually limited to the technical aspects of the proposed purchase. (b) The non -Federal entity must make available upon request, for the Federal awarding agency or pass -through entity pre -procurement review, procurement documents, such as requests for proposals or invitations for bids, or independent cost estimates, when: (1) The non -Federal entity's procurement procedures or operation fails to comply with the procurement standards in this part; (2) The procurement is expected to exceed the Simplified Acquisition Threshold and is to be awarded without competition or only one bid or offer is received in response to a solicitation; (3) The procurement, which is expected to exceed the Simplified Acquisition Threshold, specifies a "brand name" product; (4) The proposed contract is more than the Simplified Acquisition Threshold and is to be awarded to other than the apparent low bidder under a sealed bid procurement; or (5) A proposed contract modification changes the scope of a contract or increases the contract amount by more than the Simplified Acquisition Threshold. (c) The non -Federal entity is exempt from the pre -procurement review in paragraph (b) of this section if the Federal awarding agency or pass -through entity determines that its procurement systems comply with the standards of this part. (1) The non -Federal entity may request that its procurement system be reviewed by the Federal awarding agency or pass -through entity to determine whether its system meets these standards in order for its system to be certified. Generally, these reviews must occur where there is continuous high -dollar funding, and third party contracts are awarded on a regular basis; (2) The non -Federal entity may self -certify its procurement system. Such self - certification must not limit the Federal awarding agency's right to survey the system. Under a self -certification procedure, the Federal awarding agency may rely on written assurances from the non -Federal entity that it is complying with these standards. The non -Federal entity must cite specific policies, procedures, regulations, or standards as being in compliance with these requirements and have its system available for review. 200.325 Bonding requirements. For construction or facility improvement contracts or subcontracts exceeding the Simplified Acquisition Threshold, the Federal awarding agency or pass -through entity may accept the Agreement No. R19AP00131 Agreement Template 20C-30 (0312019) Page 29 of 50 bonding policy and requirements of the non -Federal entity provided that the Federal awarding agency or pass -through entity has made a determination that the Federal interest is adequately protected. If such a determination has not been made, the minimum requirements must be as follows: (a) A bid guarantee from each bidder equivalent to five percent of the bid price. The "bid guarantee" must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified. (b) A performance bond on the part of the contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract. (c) A payment bond on the part of the contractor for 100 percent of the contract price. A "payment bond" is one executed in connection with a contract to assure payment as required by law of all persons supplying labor and material in the execution of the work provided for in the contract. 200.326 Contract provisions. The non -Federal entity's contracts must contain the applicable provisions described in Appendix II to Part 200 Contract Provisions for non -Federal Entity Contracts Under Federal Awards. 4. EQUIPMENT (2 CFR 200.313) See also 200.439 Equipment and other capital expenditures. (a) Title. Subject to the obligations and conditions set forth in this section, title to equipment acquired under a Federal award will vest upon acquisition in the non -Federal entity. Unless a statute specifically authorizes the Federal agency to vest title in the non -Federal entity without further obligation to the Federal Government, and the Federal agency elects to do so, the title must be a conditional title. Title must vest in the non -Federal entity subject to the following conditions: (1) Use the equipment for the authorized purposes of the project during the period of performance, or until the property is no longer needed for the purposes of the project. (2) Not encumber the property without approval of the Federal awarding agency or pass - through entity. (3) Use and dispose of the property in accordance with paragraphs (b), (c) and (e) of this section. Agreement No. R19AP00131 Agreement Template 20 C -31 (0312019) Page 30 of 50 (b) A state must use, manage and dispose of equipment acquired under a Federal award by the state in accordance with state laws and procedures. Other non -Federal entities must follow paragraphs (c) through (e) of this section. (c) Use. (1) Equipment must be used by the non -Federal entity in the program or project for which it was acquired as long as needed, whether or not the project or program continues to be supported by the Federal award, and the non -Federal entity must not encumber the property without prior approval of the Federal awarding agency. When no longer needed for the original program or project, the equipment may be used in other activities supported by the Federal awarding agency, in the following order of priority: (i) Activities under a Federal award from the Federal awarding agency which funded the original program or project, then (ii) Activities under Federal awards from other Federal awarding agencies. This includes consolidated equipment for information technology systems. (2) During the time that equipment is used on the project or program for which it was acquired, the non -Federal entity must also make equipment available for use on other projects or programs currently or previously supported by the Federal Government, provided that such use will not interfere with the work on the projects or program for which it was originally acquired. First preference for other use must be given to other programs or projects supported by Federal awarding agency that financed the equipment and second preference must be given to programs or projects under Federal awards from other Federal awarding agencies. Use for non -federally -funded programs or projects is also permissible. User fees should be considered if appropriate. (3) Notwithstanding the encouragement in 200.307 Program income to earn program income, the non -Federal entity must not use equipment acquired with the Federal award to provide services for a fee that is less than private companies charge for equivalent services unless specifically authorized by Federal statute for as long as the Federal Government retains an interest in the equipment. (4) When acquiring replacement equipment, the non -Federal entity may use the equipment to be replaced as a trade-in or sell the property and use the proceeds to offset the cost of the replacement property. (d) Management requirements. Procedures for managing equipment (including replacement equipment), whether acquired in whole or in part under a Federal award, until disposition takes place will, as a minimum, meet the following requirements: Agreement No. R19AP00131 Agreement Template 20 C -32 (0312019) Page 31 of 50 (1) Property records must be maintained that include a description of the property, a serial number or other identification number, the source of funding for the property (including the FAIL, who holds title, the acquisition date, and cost of the property, percentage of Federal participation in the project costs for the Federal award under which the property was acquired, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price of the property. (2) A physical inventory of the property must be taken and the results reconciled with the property records at least once every two years. (3) A control system must be developed to ensure adequate safeguards to prevent loss, damage, or theft of the property. Any loss, damage, or theft must be investigated. (4) Adequate maintenance procedures must be developed to keep the property in good condition. (5) If the non -Federal entity is authorized or required to sell the property, proper sales procedures must be established to ensure the highest possible return. (e) Disposition. When original or replacement equipment acquired under a Federal award is no longer needed for the original project or program or for other activities currently or previously supported by a Federal awarding agency, except as otherwise provided in Federal statutes, regulations, or Federal awarding agency disposition instructions, the non -Federal entity must request disposition instructions from the Federal awarding agency if required by the terms and conditions of the Federal award. Disposition of the equipment will be made as follows, in accordance with Federal awarding agency disposition instructions: (1) Items of equipment with a current per unit fair market value of $5,000 or less may be retained, sold or otherwise disposed of with no further obligation to the Federal awarding agency. (2) Except as provided in 200.312 Federally -owned and exempt property, paragraph (b), or if the Federal awarding agency fails to provide requested disposition instructions within 120 days, items of equipment with a current per -unit fair -market value in excess of $5,000 may be retained by the non -Federal entity or sold. The Federal awarding agency is entitled to an amount calculated by multiplying the current market value or proceeds from sale by the Federal awarding agency's percentage of participation in the cost of the original purchase. If the equipment is sold, the Federal awarding agency may permit the non -Federal entity to deduct and retain from the Federal share $500 or ten percent of the proceeds, whichever is less, for its selling and handling expenses. (3) The non -Federal entity may transfer title to the property to the Federal Government or to an eligible third party provided that, in such cases, the non -Federal entity must be Agreement No. R19AP00131 Agreement Template 20 C -33 (0312019) Page 32 of 50 entitled to compensation for its attributable percentage of the current fair market value of the property. (4) In cases where a non -Federal entity fails to take appropriate disposition actions, the Federal awarding agency may direct the non -Federal entity to take disposition actions. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75884, Dec. 19, 2014] 5. SUPPLIES (2 CFR 200.314) See also 200.453 Materials and supplies costs, including costs of computing devices. (a) Title to supplies will vest in the non -Federal entity upon acquisition. If there is a residual inventory of unused supplies exceeding $5,000 in total aggregate value upon termination or completion of the project or program and the supplies are not needed for any other Federal award, the non -Federal entity must retain the supplies for use on other activities or sell them, but must, in either case, compensate the Federal Government for its share. The amount of compensation must be computed in the same manner as for equipment. See 200.313 Equipment, paragraph (e)(2) for the calculation methodology. (b) As long as the Federal Government retains an interest in the supplies, the non -Federal entity must not use supplies acquired under a Federal award to provide services to other organizations for a fee that is less than private companies charge for equivalent services, unless specifically authorized by Federal statute. 6. INSPECTION Reclamation has the right to inspect and evaluate the work performed or being performed under this Agreement, and the premises where the work is being performed, at all reasonable times and in a manner that will not unduly delay the work. If Reclamation performs inspection or evaluation on the premises of the Recipient or a sub -Recipient, the Recipient shall famish and shall require sub -recipients to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties. 7. AUDIT REQUIREMENTS (2 CFR 200.501) (a) Audit required. A non -Federal entity that expends $750,000 or more during the non - Federal entity's fiscal year in Federal awards must have a single or program -specific audit conducted for that year in accordance with the provisions of this part. (b) Single audit. A non -Federal entity that expends $750,000 or more during the non -Federal entity's fiscal year in Federal awards must have a single audit conducted in accordance with 200.514 Scope of audit except when it elects to have a program -specific audit conducted in accordance with paragraph (c) of this section. Agreement No. R19AP00131 Agreement Template 20 C -34 (0312019) Page 33 of 50 (c) Program -specific audit election. When an auditee expends Federal awards under only one Federal program (excluding R&D) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of the auditee, the auditee may elect to have a program -specific audit conducted in accordance with 200.507 Program -specific audits. A program -specific audit may not be elected for R&D unless all of the Federal awards expended were received from the same Federal agency, or the same Federal agency and the same pass -through entity, and that Federal agency, or pass -through entity in the case of a subrecipient, approves in advance a program -specific audit. (d) Exemption when Federal awards expended are less than $750,000. A non -Federal entity that expends less than $750,000 during the non -Federal entity's fiscal year in Federal awards is exempt from Federal audit requirements for that year, except as noted in 200.503 Relation to other audit requirements, but records must be available for review or audit by appropriate officials of the Federal agency, pass -through entity, and Government Accountability Office (GAO). (e) Federally Funded Research and Development Centers (FFRDC). Management of an auditee that owns or operates a FFRDC may elect to treat the FFRDC as a separate entity for purposes of this part. (f) Subrecipients and Contractors. An auditee may simultaneously be a recipient, a subrecipient, and a contractor. Federal awards expended as a recipient or a subrecipient are subject to audit under this part. The payments received for goods or services provided as a contractor are not Federal awards. Section 200.330 Subrecipient and contractor determinations sets forth the considerations in determining whether payments constitute a Federal award or a payment for goods or services provided as a contractor. (g) Compliance responsibility for contractors. In most cases, the auditee's compliance responsibility for contractors is only to ensure that the procurement, receipt, and payment for goods and services comply with Federal statutes, regulations, and the terms and conditions of Federal awards. Federal award compliance requirements normally do not pass through to contractors. However, the auditee is responsible for ensuring compliance for procurement transactions which are structured such that the contractor is responsible for program compliance or the contractor's records must be reviewed to determine program compliance. Also, when these procurement transactions relate to a major program, the scope of the audit must include determining whether these transactions are in compliance with Federal statutes, regulations, and the terms and conditions of Federal awards. (h) For -profit subrecipient. Since this part does not apply to for -profit subrecipients, the pass - through entity is responsible for establishing requirements, as necessary, to ensure compliance by for -profit subrecipients. The agreement with the for -profit subrecipient must describe applicable compliance requirements and the for -profit subrecipient's compliance responsibility. Methods to ensure compliance for Federal awards made to for- Agreement No. R19AP00131 Agreement Template 20 C -35 (0312019) Page 34 of 50 profit subrecipients may include pre -award audits, monitoring during the agreement, and post -award audits. See also 200.331 Requirements for pass -through entities. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75887, Dec. 19, 2014] 8. REMEDIES FOR NONCOMPLIANCE (2 CFR 200.338) 200.338 Remedies for noncompliance. If a non -Federal entity fails to comply with Federal statutes, regulations or the terms and conditions of a Federal award, the Federal awarding agency or pass -through entity may impose additional conditions, as described in 200.207 Specific conditions. If the Federal awarding agency or pass -through entity determines that noncompliance cannot be remedied by imposing additional conditions, the Federal awarding agency or pass -through entity may take one or more of the following actions, as appropriate in the circumstances: (a) Temporarily withhold cash payments pending correction of the deficiency by the non - Federal entity or more severe enforcement action by the Federal awarding agency or pass -through entity. (b) Disallow (that is, deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance. (c) Wholly or partly suspend or terminate the Federal award. (d) Initiate suspension or debarment proceedings as authorized under 2 CFR part 180 and Federal awarding agency regulations (or in the case of a pass -through entity, recommend such a proceeding be initiated by a Federal awarding agency). (e) Withhold further Federal awards for the project or program. (f) Take other remedies that may be legally available. 9. TERMINATION (2 CFR 200.339) (a) The Federal award may be terminated in whole or in part as follows: (1) By the Federal awarding agency or pass -through entity, if a non -Federal entity fails to comply with the terms and conditions of a Federal award; (2) By the Federal awarding agency or pass -through entity for cause; (3) By the Federal awarding agency or pass -through entity with the consent of the non - Federal entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; or Agreement No. R19AP00131 Agreement Template 20 C -36 (0312019) Page 35 of 50 (4) By the non -Federal entity upon sending to the Federal awarding agency or pass - through entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal awarding agency or pass -through entity determines in the case of partial termination that the reduced or modified portion of the Federal award or subaward will not accomplish the purposes for which the Federal award was made, the Federal awarding agency or pass -through entity may terminate the Federal award in its entirety. (b) When a Federal award is terminated or partially terminated, both the Federal awarding agency or pass -through entity and the non -Federal entity remain responsible for compliance with the requirements in 200.343 Closeout and 200.344 Post -closeout adjustments and continuing responsibilities. 10. DEBARMENT AND SUSPENSION (2 CFR 1400) The Department of the Interior regulations at 2 CFR 1400 Governmentwide Debarment and Suspension (Nonprocurement), which adopt the common rule for the governmentwide system of debarment and suspension for nonprocurement activities, are hereby incorporated by reference and made a part of this Agreement. By entering into this grant or cooperative Agreement with the Bureau of Reclamation, the Recipient agrees to comply with 2 CFR 1400, Subpart C, and agrees to include a similar term or condition in all lower -tier covered transactions. These regulations are available at http://www.gpoaccess.gov/ecfr/. 11. DRUG -FREE WORKPLACE (2 CFR 182 and 1401) The Department of the Interior regulations at 2 CFR 1401 Governmentwide Requirements for Drug -Free Workplace (Financial Assistance), which adopt the portion of the Drug -Free Workplace Act of 1988 (41 U.S.C. 701 et seq, as amended) applicable to grants and cooperative agreements, are hereby incorporated by reference and made a part of this agreement. By entering into this grant or cooperative agreement with the Bureau of Reclamation, the Recipient agrees to comply with 2 CFR 182. 12. ASSURANCES AND CERTIFICATIONS INCORPORATED BY REFERENCE The provisions of the Assurances, SF 424B or SF 424D as applicable, executed by the Recipient in connection with this Agreement shall apply with full force and effect to this Agreement. All anti -discrimination and equal opportunity statutes, regulations, and Executive Orders that apply to the expenditure of funds under Federal contracts, grants, and cooperative Agreements, loans, and other forms of Federal assistance. The Recipient shall comply with Title VI or the Civil Rights Act of 1964, Title DX of the Education Amendments of 1972, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and any program -specific statutes with anti -discrimination requirements. The Recipient shall comply with civil rights laws including, but not limited to, the Fair Housing Act, the Fair Credit Reporting Act, the Americans Agreement No. R19AP00131 Agreement Template 20 C -37 (0312019) Page 36 of 50 with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Equal Educational Opportunities Act, the Age Discrimination in Employment Act, and the Uniform Relocation Act. Such Assurances also include, but are not limited to, the promise to comply with all applicable Federal statutes and orders relating to nondiscrimination in employment, assistance, and housing; the Hatch Act; Federal wage and hour laws and regulations and work place safety standards; Federal environmental laws and regulations and the Endangered Species Act; and Federal protection of rivers and waterways and historic and archeological preservation. 13. COVENANT AGAINST CONTINGENT FEES The Recipient warrants that no person or agency has been employed or retained to solicit or secure this Agreement upon an Agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide offices established and maintained by the Recipient for the purpose of securing Agreements or business. For breach or violation of this warranty, the Government shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement amount, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 14. TRAFFICKING VICTIMS PROTECTION ACT OF 2000 (2 CFR 175.15) Trafficking in persons. (a) Provisions applicable to a recipient that is a private entity. (1) You as the recipient, your employees, subrecipients under this award, and subrecipients' employees may not (i) Engage in severe forms of trafficking in persons during the period of time that the award is in effect; (ii) Procure a commercial sex act during the period of time that the award is in effect; or (iii) Use forced labor in the performance of the award or subawards under the award. (2) We as the Federal awarding agency may unilaterally terminate this award, without penalty, if you or a subrecipient that is a private entity (i) Is determined to have violated a prohibition in paragraph a.I of this award term; or (ii) Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.I of this award term through conduct that is either: (A) Associated with performance under this award; or Agreement No. R19AP00131 Agreement Template 20 C -38 (0312019) Page 37 of 50 (B) Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, "OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," as implemented by our agency at 2 CFR part 1400. (b) Provision applicable to a recipient other than a private entity. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity (1) Is determined to have violated an applicable prohibition in paragraph a.I of this award term; or (2) Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.I of this award term through conduct that is either: (i) Associated with performance under this award; or (ii) Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, "OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," as implemented by our agency at 2 CFR part 1400. (c) Provisions applicable to any recipient. (1) You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.I of this award term. (2) Our right to terminate unilaterally that is described in paragraph a.2 or b of this section: (i) Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and (ii) Is in addition to all other remedies for noncompliance that are available to us under this award. (3) You must include the requirements of paragraph a.I of this award term in any subaward you make to a private entity. (d) Definitions. For purposes of this award term: (1) "Employee" means either: Agreement No. R19AP00131 Agreement Template 20 C -39 (0312019) Page 38 of 50 (i) An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or (ii) Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in -kind contribution toward cost sharing or matching requirements. (2) "Forced labor" means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. (3) "Private entity": (i) Means any entity other than a state, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25. (ii) Includes: (A) A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b). (B) A for -profit organization. (4) "Severe forms of trafficking in persons," "commercial sex act," and "coercion" have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102). 15. NEW RESTRICTIONS ON LOBBYING (43 CFR 18) The Recipient agrees to comply with 43 CFR 18, New Restrictions on Lobbying, including the following certification: (a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Recipient, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, and 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. (b) 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 No. R19AP00131 Agreement Template 20 C -40 (0312019) Page 39 of 50 agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying" in accordance with its instructions. (c) The Recipient shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify accordingly. 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. 16. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION POLICIES ACT OF 1970 (URA) (42 USC 4601 et seq.) (a) The Uniform Relocation Assistance Act (URA), 42 U.S.C. 4601 et seq., as amended, requires certain assurances for Reclamation funded land acquisition projects conducted by a Recipient that cause the displacement of persons, businesses, or farm operations. Because Reclamation funds only support acquisition of property or interests in property from willing sellers, it is not anticipated that Reclamation funds will result in any "displaced persons," as defined under the URA. (b) However, if Reclamation funds are used for the acquisition of real property that results in displacement, the URA requires Recipients to ensure that reasonable relocation payments and other remedies will be provided to any displaced person. Further, when acquiring real property, Recipients must be guided, to the greatest extent practicable, by the land acquisition policies in 42 U.S.C. 4651. (c) Exemptions to the URA and 49 CFR Part 24 (1) The URA provides for an exemption to the appraisal, review and certification rules for those land acquisitions classified as "voluntary transactions." Such "voluntary transactions" are classified as those that do not involve an exercise of eminent domain authority on behalf of a Recipient, and must meet the conditions specified at 49 CFR 24.101(b)(1)(i)-(iv). (2) For any land acquisition undertaken by a Recipient that receives Reclamation funds, but does not have authority to acquire the real property by eminent domain, to be exempt from the requirements of 49 CFR Part 24 the Recipient must: (i) provide written notification to the owner that it will not acquire the property in the event negotiations fail to result in an amicable agreement, and; (ii) inform the owner in writing of what it believes to be the market value of the property Agreement No. R19AP00131 Agreement Template 20 C -41 (0312019) Page 40 of 50 (d) Review of Land Acquisition Appraisals. Reclamation reserves the right to review any land appraisal whether or not such review is required under the URA or 49 CFR 24.104. Such reviews may be conducted by the Department of the Interior's Appraisal Services Directorate or a Reclamation authorized designee. When Reclamation determines that a review of the original appraisal is necessary, Reclamation will notify the Recipient and provide an estimated completion date of the initial appraisal review. 17. SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER REQUIREMENTS (2 CFR 25, APPENDIX A) A. Requirement for System for Award Management Unless you are exempted from this requirement under 2 CFR 25.110, you as the recipient must maintain the currency of your information in the SAM until you submit the final financial report required under this award or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another award term. B. Requirement for unique entity identifier If you are authorized to make subawards under this award, you: 1. Must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive a subaward from you unless the entity has provided its unique entity identifier to you. 2. May not make a subaward to an entity unless the entity has provided its unique entity identifier to you. C. Definitions For purposes of this award term: 1. System for Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM Internet site (currently at http://www.sam.gov). 2. Unique entity identifier means the identifier required for SAM registration to uniquely identify business entities. 3. Entity, as it is used in this award term, means all of the following, as defined at 2 CFR part 25, subpart C: Agreement No. R19AP00131 Agreement Template 20 C -42 (0312019) Page 41 of 50 a. A Governmental organization, which is a State, local government, or Indian Tribe; b. A foreign public entity; c. A domestic or foreign nonprofit organization; d. A domestic or foreign for -profit organization; and e. A Federal agency, but only as a subrecipient under an award or subaward to a non -Federal entity. 4. Subaward: a. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. b. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see 2 CFR 200.330). c. A subaward may be provided through any legal agreement, including an agreement that you consider a contract. 5. Subrecipient means an entity that: a. Receives a subaward from you under this award; and b. Is accountable to you for the use of the Federal funds provided by the subaward. 18. PROMBITION ON TEXT MESSAGING AND USING ELECTRONIC EQUIPMENT SUPPLIED BY TILE GOVERNMENT WMLE DRIVING Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, was signed by President Barack Obama on October 1, 2009 (ref: http://edocket.access.gpo.gov/2009/pdf/E9-24203.ydf). This Executive Order introduces a Federal Government -wide prohibition on the use of text messaging while driving on official business or while using Government -supplied equipment. Additional guidance enforcing the ban will be issued at a later date. In the meantime, please adopt and enforce policies that immediately ban text messaging while driving company -owned or rented vehicles, government - owned or leased vehicles, or while driving privately owned vehicles when on official government business or when performing any work for or on behalf of the government. Agreement No. R19AP00131 Agreement Template 20 C -43 (0312019) Page 42 of 50 19. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (2 CFR 170 APPENDIX A) I. Reporting Subawards and Executive Compensation. a. Reporting offirst-tier subawards. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a subaward to an entity (see definitions in paragraph e. of this award term). 2. Where and when to report. i. You must report each obligating action described in paragraph a.l. of this award term to http://www.fsrs.jzov. ii. For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.) What to report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.jzov specify. b. Reporting Total Compensation of Recipient Executives. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if i. the total Federal funding authorized to date under this award is $25,000 or more; ii. in the preceding fiscal year, you received (A) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and Agreement No. R19AP00131 Agreement Template 20 C -44 (0312019) Page 43 of 50 iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.jzovlanswerslexecomp.htm.) 2. Where and when to report. You must report executive total compensation described in paragraph b.1. of this award term: i. As part of your registration profile at http://www.ccr.gov. ii. By the end of the month following the month in which this award is made, and annually thereafter. c. Reporting of Total Compensation of Subrecipient Executives. Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first -tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if i. in the subrecipient's preceding fiscal year, the subrecipient received (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.kov/answerslexecomp.htm.) 2. Where and when to report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term: Agreement No. R19AP00131 Agreement Template 20 C -45 (0312019) Page 44 of 50 i. To the recipient. ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year. d. Exemptions If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report: i. Subawards, and ii. The total compensation of the five most highly compensated executives of any subrecipient. e. Definitions. For purposes of this award term: 1. Entity means all of the following, as defined in 2 CFR part 25: A Governmental organization, which is a State, local government, or Indian tribe; ii. A foreign public entity; iii. A domestic or foreign nonprofit organization; iv. A domestic or foreign for -profit organization; v. A Federal agency, but only as a subrecipient under an award or subaward to a non -Federal entity. 2. Executive means officers, managing partners, or any other employees in management positions. 3. Subaward: i. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. ii. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. .210 Agreement No. R19AP00131 Agreement Template 20 C -46 (0312019) Page 45 of 50 of the attachment to OMB Circular A-133, "Audits of States, Local Governments, and Non -Profit Organizations"). iii. A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract. 4. Subrecipient means an entity that: i. Receives a subaward from you (the recipient) under this award; and ii. Is accountable to you for the use of the Federal funds provided by the subaward. 5. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): i. Salary and bonus. ii. Awards ofstock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non -equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. v. Above -market earnings on deferred compensation which is not tax -qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. 20. RECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013) (a) This award and employees working on this financial assistance agreement will be subject to the whistleblower rights and remedies in the pilot program on Award Recipient employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub.L. 112-239). Agreement No. R19AP00131 Agreement Template 20 C -47 (0312019) Page 46 of 50 (b) The Award Recipient shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.0 4712. (c) The Award Recipient shall insert the substance of this clause, including this paragraph (c), in all subawards or subcontracts over the simplified acquisition threshold. 48 CFR 52.203-17 (as referenced in 48 CFR 3.908-9). 21. RECIPIENT INTEGRITY AND PERFORMANCE MATTERS (APPENDIX XII to 2 CFR Part 200) A. Reporting of Matters Related to Recipient Integrity and Performance 1. General Reporting Requirement If the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPHS)) about civil, criminal, or administrative proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872 of Public Law 110-417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for Federal procurement contracts, will be publicly available. 2. Proceedings About Which You Must Report Submit the information required about each proceeding that: a. Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government; b. Reached its final disposition during the most recent five year period; and c. Is one of the following: (1) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition; (2) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more; Agreement No. R19AP00131 Agreement Template 20 C -48 (0312019) Page 47 of 50 (3) An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or (4) Any other criminal, civil, or administrative proceeding if: (i) It could have led to an outcome described in paragraph 2.c.(I), (2), or (3) of this award term and condition; (ii) It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and (iii) The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations. 3. Reporting Procedures Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance awards that you received if you already provided the information through SAM because you were required to do so under Federal procurement contracts that you were awarded. 4. Reporting Frequency During any period of time when you are subject to the requirement in paragraph 1 of this award term and condition, you must report proceedings information through SAM for the most recent five year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. Recipients that have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings. 5. Definitions For purposes of this award term and condition: a. Administrative proceeding means a non judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in Agreement No. R19AP00131 Agreement Template 20 C -49 (0312019) Page 48 of 50 connection with performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables. b. Conviction, for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere. c. Total value of currently active grants, cooperative agreements, and procurement contracts includes (1) Only the Federal share of the funding under any Federal award with a recipient cost share or match; and (2) The value of all expected funding increments under a Federal award and options, even if not yet exercised. 22. CONFLICTS OF INTEREST (a) Applicability. (1) This section intends to ensure that non -Federal entities and their employees take appropriate steps to avoid conflicts of interest in their responsibilities under or with respect to Federal financial assistance agreements. (2) In the procurement of supplies, equipment, construction, and services by recipients and by subrecipients, the conflict of interest provisions in 2 CFR 200.318 apply. (b) Requirements. (1) Non -Federal entities must avoid prohibited conflicts of interest, including any significant financial interests that could cause a reasonable person to question the recipient's ability to provide impartial, technically sound, and objective performance under or with respect to a Federal financial assistance agreement. (2) In addition to any other prohibitions that may apply with respect to conflicts of interest, no key official of an actual or proposed recipient or subrecipient, who is substantially involved in the proposal or project, may have been a former Federal employee who, within the last one (1) year, participated personally and substantially in the evaluation, award, or administration of an award with respect to that recipient or subrecipient or in development of the requirement leading to the funding announcement. (3) No actual or prospective recipient or subrecipient may solicit, obtain, or use non- public information regarding the evaluation, award, or administration of an award to Agreement No. R19AP00131 Agreement Template 2 U C _50 (0312019) Page 49 of 50 that recipient or subrecipient or the development of a Federal financial assistance opportunity that may be of competitive interest to that recipient or subrecipient. (c) Notification. (1) Non -Federal entities, including applicants for financial assistance awards, must disclose in writing any conflict of interest to the DOI awarding agency or pass - through entity in accordance with 2 CFR 200.112, Conflicts of Interest. (2) Recipients must establish internal controls that include, at a minimum, procedures to identify, disclose, and mitigate or eliminate identified conflicts of interest. The recipient is responsible for notifying the Financial Assistance Officer in writing of any conflicts of interest that may arise during the life of the award, including those that have been reported by subrecipients. (d) Restrictions on Lobbying. Non -Federal entities are strictly prohibited from using funds under this grant or cooperative agreement for lobbying activities and must provide the required certifications and disclosures pursuant to 4 3 CFR Part 18 and 31 USC 13 52. (e) Review Procedures. The Financial Assistance Officer will examine each conflict of interest disclosure on the basis of its particular facts and the nature of the proposed grant or cooperative agreement, and will determine whether a significant potential conflict exists and, if it does, develop an appropriate means for resolving it. (f) Enforcement. Failure to resolve conflicts of interest in a manner that satisfies the Government may be cause for termination of the award. Failure to make required disclosures may result in any of the remedies described in 2 CFR 200.338, Remedies for Noncompliance, including suspension or debarment (see also 2 CFR Part 180). 23. DATA AVAILABILITY (a) Applicability. The Department of the Interior is committed to basing its decisions on the best available science and providing the American people with enough information to thoughtfully and substantively evaluate the data, methodology, and analysis used by the Department to inform its decisions. (b) Use of Data. The regulations at 2 CFR 200.315 apply to data produced under a Federal award, including the provision that the Federal Government has the right to obtain, reproduce, publish, or otherwise use the data produced under a Federal award as well as authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. (c) Availability of Data. The recipient shall make the data produced under this award and any subaward(s) available to the Government for public release, consistent with applicable law, to allow meaningful third -party evaluation and reproduction of the following: Agreement No. R19AP00131 Agreement Template 20 C -51 (0312019) Page 50 of 50 (i) The scientific data relied upon; (ii) The analysis relied upon; and (iii) The methodology, including models, used to gather and analyze data. Agreement No. R19AP00131 Agreement Template 2 U C _52 (0312019) REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED APPROVE APPROPRIATION ❑ As Recommended ADJUSTMENT, AUTHORIZE BUDGET El ❑ Amended Ordinance on Reading REALLOCATION AND AWARD A ElOrdinance on 211itl Reading CONSTRUCTION CONTRACT IN THE ❑ Implementing Resolution AMOUNT OF $255,620 TO ❑ Set Public Hearing For_ INTERNATIONAL LINE BUILDERS, INC., FOR THE GRANT -FUNDED EUCLID STREET AT HAZARD AVENUE TRAFFIC SIGNAL MODIFICATION PROJECT, WITH TOTAL COST OF $314,782 (PROJECT NO. 17-6894) (NON -GENERAL FUND) rK•�rnutn�.>rc. /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Approve an appropriation adjustment to recognize $252,300 in Highway Safety Improvement Program grant funds into the Federal Aid Safety Program, Federal Grant -Indirect revenue account, and appropriate the same amount into the Public Services Street Safety Projects, Improvements Other Than Building expenditure account. 2. Authorize reallocation of $62,482 in unspent Measure M2 Local Fairshare funds from the Bike Lane Project Development Projects to the Euclid Street at Hazard Avenue Traffic Signal Modification Project, to complete the project's funding requirement. 3. Award a construction contract to International Line Builders, Inc., the lowest responsive bidder, in accordance with the base bid in the amount of $255,620, for the Euclid Street at Hazard Avenue Traffic Signal Modification project, for the term beginning upon execution of the contract and ending upon project completion, and authorize the City Manager to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney. 4. Approve the Project Cost Analysis for a total estimated construction delivery cost of $314,782, which includes $255,620 for the construction contract; $33,600 for contract administration, inspection and testing; and a $25,562 project contingency (10% of the construction contract amount). 20D-1 Award Contract to International Line Builders, Inc. for Euclid St at Hazard Ave Signal Modification May 19, 2020 Page 2 DISCUSSION The Public Works Agency was awarded a $306,400 Highway Safety Improvement Program (HSIP) grant for this project, which was recognized in the Council -approved, Fiscal Year 2016-17 Capital Improvement Program (CIP). At that time, a total of $54,000 of the grant funds were earmarked for Preliminary Engineering and have been utilized to design the project. However, spending authorization for the remaining $252,400 in Construction funding was not received until September 2019. The authorized construction allocation received is for $252,300, which is $100 less than the original grant award. Staff is requesting Council approval to recognize and re -appropriate the authorized grant allocation of $252,300 of construction grant funding for expenditure in Fiscal Year 2019-20 to install left turn arrows at the intersection of Euclid Street and Hazard Avenue (Exhibit 1). Once completed these traffic signal improvements will increase traffic safety for motorists and pedestrians at this intersection. Additionally, staff is requesting Council approval for the reallocation of$62,482 in unspent Measure M2 Local Fairshare funds needed to complete the total project's funding requirement. Upon approval of the requested appropriation adjustment and reallocation, the total funds available for construction will be $314,782, which is comprised of $252,300 in grant funding and the $62,482 in reallocated Measure M2 Local Fairshare funding. Public Outreach and Contractor Participation To provide an opportunity for local vendors to submit bids, a Notice Inviting Bids was advertised in the Orange County Register newspaper on February 5 and February 12, 2020. Bids were received electronically via the City's web -based electronic bidding system, PlanetBids, on February 26, 2020. A total of 267 vendors, including vendors in the City of Santa Ana, were notified of the project via PlanetBids. Project advertisement was open in PlanetBids from February 5, 2020 through 2:00 p.m. on February 26, 2020, for a total of 21 calendar days. Thirty vendors requested bidding documents and three bids were received. No bids were received from Santa Ana contractors. Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID 1 International Line Builders, Inc. Corona $255,620 2 Alfaro Communications Construction, Inc. Compton $282,803 3 Elecnor Belco Electric, Inc. Chino $296,287 All three bids were responsive with International Line Builders, Inc. submitting the lowest responsive bid, in the amount of $255,620 (Exhibit 2). Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to International Line Builders, Inc. in the amount bid (Exhibit 3). 20D-2 Award Contract to International Line Builders, Inc. for Euclid St at Hazard Ave Signal Modification May 19, 2020 Page 3 Project Delivery To deliver a complete project, in addition to the construction contract awarded to the lowest responsible bidder, the estimated total construction delivery cost of the project includes construction administration, inspection, and testing, along with an allowance for contingencies to account for unexpected or unforeseen conditions. Construction administration and inspection includes construction management; implementation of the City's Community Workforce Agreement requirements; inspection of the Contractor's work to ensure contract compliance, workmanship, and quality; and material testing. As indicated in the Cost Analysis (Exhibit 4) and as summarized in the table below, the estimated total construction delivery cost of the project is $314,782. This amount will cover all staffing costs for delivery of this capital project and no additional funding will be used. Construction Contract 1 $255,620 Construction Administration, Inspection, and Testing $33,600 Contingencies $25,562 ESTIMATED CONSTRUCTION DELIVERY COST $314,782 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe, and aesthetically pleasing for all users), and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment Plan (e.g., neighborhood streets, traffic improvements, park facilities, bike master plan, etc.)). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2016-39 was filed for this project. FISCAL IMPACT As indicated in the Cost Analysis, the estimated total delivery cost of the project is $314,782, which includes construction contract, contract administration, inspection, testing, and project contingency. Approval of the Appropriation Adjustment will recognize $252,300 in Fiscal Year 2016-17 Highway Safety Improvement Program grant funding in the Federal Aid Safety Program, Federal Grant -Indirect revenue account (No. 14717002-52001) and re -appropriate the same amount into the Public Services —Street Safety Projects, Improvements Other Than Building expenditure account (No. 14717611-66220). The reallocation of $62,482 in unspent Measure M2 Local Fairshare funds is needed to fund the total delivery cost of the project. The following table summarizes the funds budgeted to deliver construction of this project: 20D-3 Award Contract to International Line Builders, Inc. for Euclid St at Hazard Ave Signal Modification May 19, 2020 Page 4 Fiscal Accounting Unit- Fund Accounting Unit, Amount Year Account # Descri tion Account Description APPROPRIATION ADJUSTMENT - REAPPROPRIATION Public Services —Street FY 2019-20 14717611-66220 Federal Aid Safety Projects, $252,300 (17-6894) Safety Program Improvements Other Than Building PROJECT BUDGET REALLOCATION 03217662-66220 Measure M- Measure M2 Local FY 2019-20 (From Proj. 18-6904) Street Fairshare, Improvements $44,673 Approved FY 17-18 CIP Construction Other Than Building 03217662-66220 Measure M- Measure M2 Local FY 2019-20 (From Proj. 19-6904) Street Fairshare, Improvements $17,809 Approved FY 18-19 CIP Construction Other Than Building Total: $314,782 1►6y1IAIJAYITATl:Eel Exhibits: 1. Location Map 2. Bid Proposal 3. Construction Contract 4. Cost Analysis 20D-4 KEY: Project Locations SANTA ANA IF City council PWAP_ Agenda PUBLIC WGFXB AGENCY/■ Project No. 17-6894: Euclid Street at Hazard Avenue Signal Modification 20D-5 City of Santa Ana Euclid Street at Hazard Avenue Signal Modification (17-6894 (HSIPL 5063(171))), bidding on February 26, 2020 2:00 PM Bid Results Bidder Details Vendor Name International Line Builder's, Inc Address 3955 Temescal Canyon Road Corona , CA 92883 United States Respandee Omar Echeverri Respondee Title PreConstruction Manager Phone 951-682-2982 Ext. Email Omar. Echevemi@ilbinc.com Vendar Type CADIR License 4 782515 CA DIR Bid Detail Bid Format Electronic Submitted February 26, 2020 1:45:51 PM (Pacific) Delivery Method Bid Responsive Bid Status Submitted Confirmation 4 203383 Ranking 0 Respondee Comment Buyer Comment Attachments File Title Proposal Ownership Affidavit Bid Bond Non -Collusion Affidavit Line Items Type Item Code UOM Section 1 1 Mobilization LS 2 Traffic Signal Modification at Euclid St and Hazard Ave LS 3 GTT Opticom EVP System at Euclid & Hazard LS File Name Proposal (Signed).pdf Ownership Affidavit (Signed).pdf Bid Bond (Signed).pdf Non -Collusion Affidavit (Signed).pdf City Unit Price 1 $12,000.00 1 $94,511.00 1 $10,017.00 mpr Page 1 Printed 04/15/2020 EXHIBIT 2 File Type General Attachment Ownership Affidavit (Notary Public) - REQ Original Hard Copy Submittal in Addition Bid Bond Guaranty (Notary Public) - REQ Original Hard Copy Submittal in Addition Non -Collusion Affidavit (Notary Public) - REQ Original Hard Copy Submittal in Addition Line Total Comment $12,000.00 $84,511.00 $10,017.00 City of Santa Ana Page 2 Euclid Street at Hazard Avenue Signal Modification (17-6894 (HSIPL 5063(171))), bidding on February 26, 2020 2:00 PM Printed 04/15/2020 Bid Results Type Item Code UOM Qty Unit Price Line Total Comment 4 Install 4' PVC per plan LF 360 $41.00 $14,760.00 5 Install New or Replace Existing No. 6 Pull Box EA 7 $566.00 $3,962.00 6 Install New or Replace Existing No. 6E Pull Box EA 1 $886.00 $886.00 7 24 Strand SMFO Cable LF 1000 $2.00 $2,000.00 8 IP Communication System LS 1 $12,458.00 $12,458.00 9 Construct ADA Curb Ramp Per Plan SF 1243 $26.00 $32,318.00 10 Pothole for Utility Not Shown EA 6 $589.00 $3,534.00 11 Pothole for Utility for Traffic Signal Pole Locations EA 2 $220.00 $440.00 12 Furnish and Install Temporary Overhead Wiring LS 1 $5,706.00 $5,706.00 13 Signing and Striping LS 1 $54,621.00 $54,621.00 14 Furnish and Install Type E Traffic Loop Detector (with DLC)` EA 10 $482.00 $4,820.00 15 Furnish and Install Type D Traffic Loop Detector (with DLC)` EA 6 $511.00 $3,066.00 16 Furnish and Install Type Q Traffic Loop Detector (with DLC)' EA 1 $521.00 $521.00 17 Labor Agreement Oversight LS 1 $10,000.00 Subtotal Add Alternative One 18 Install Video Dection System at Euclid Street & Hazard Avenue LS 1 $28,794.00 Subtotal Base Bid Asterisk Notes per P-2 of Specifications - NOT part of Base Bid Calculation PISwABQ, ri7 $10,000.00 $255,620.00 $28,794.00 $28,794.00 City of Santa Ana Page 3 Euclid Street at Hazard Avenue Signal Modification (17-6894 (HSIPL 5063(171))), bidding on February 26, 2020 2:00 PM Printed 04/15/2020 Bid Results Type Item Code UOM City Unit Price Line Total Comment 19 `=The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. EA 0 $8,407.00 0 Subtotal 0 Total $284,414.00 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: International Line Builder's, Inc. REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Unit Unit Price Amount I Mobilization I LS $Ia,000.00 $ Ia,000.00 2 Traffic Signal Modification at Euclid St and Hazard Ave I LS $ 8�,511.00 04.511. 00 $� 3 GTT dpticom EVP System at Euclid & Hazar I LS $1 D10 '+ 00 $ 101611. 00 4 Install 4" PVC per plan 360 LF $ L)1.00 $ 4--h.00.00 5 Install New or Replace Existing No. 6 Pull Box 7 EA $c�yt1,00 $ 3,a1L#'b',00 6 Install New or Replace Existing No. 6E Pull Box 1 EA $��Lp.00 $ bQILP. 00 7 24 Strand SMFO Cable 1000 LF $ 01.00 $ a, 000. 00 8 IPCommunicationSystem I LS $la,la�,jb-00 $ 1a,L150,00 9 Construct ADA Curb Ramp Per Plan 1243 SF $ -aU.00 $ 3a,311 - v0 10 Pothole for Utility Not Shown 6 EA s5j2A .00 $ 3, 63q.00 I I Pothole for Utility for Traffic Signal Pole Locations 2 EA $ aa0.OD $ q U. 0U 12 Furnish and Install Temporary Overhead Wiring I LS $ 15,}tPP.00 $ E)j-OLp.00 13 Signing and Striping i LS $54 c�ai.00�5z)l 2R,�'-R CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) Item Description Unit Unit Price Amount 14a Furnish and Install Type E Traffic Loop 10 EA $ l+Q�a.,Op $ 4 ear0.00 Detector (with DLC)* 14b Furnish and Install Tlype D Traffic 6 EA $ 511.00 $ 3,(71p1Q. 00 Loop Detector (with DLC)* 14c Furnish and Install Type O Traffic 1 EA .60 $ g5v .00 Loop Detector (with DLC)* 15 Labor Agreement Oversight 1 LS $ 10,000 $ 10,000 TOTAL BASE BID $ a55, Lp-d-0 , d p ADD ALTERNATIVE ONE Item Description Otv Unit Unit Price Amount 16 Install Video Detection System 1 LS $a0,"q.00 $ 2$,-Mq.0C) TOTAL BASE BID + ADD $ a QILi Li Iq .00 ALTERNATIVE ONE The lowest responsible bidder shall be selected based on the Total Base Bid. The City reserves the right to award the Base Bid, and any, all, or none of the add-altemate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual WPAQ CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. f This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within number (80) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $400.00 per calendar day. Name of Firm International Line Builder's, Inc. Signature of BIDDER Title AQ►�dld Aoaal- V�c>y F.nt�enF- (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) gO D 11 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penaltypf-perjury that the foregoing is true and correct. Name of Firm Signature of BIDDER Title Earnest Brown- President So Cal Div. (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) M711; CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he/she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: International Line Builder's, Inc. Business Address: 3955 Temescal Canyon Road Corona, CA 92883 Business E-Mail Address: Omar. Echeverri@ilbinc.com Telephone: (951) 682-2982 State Contractor's License No. and Class: 782515 A-C10 License Expiration Date: 08/31 /2020 State Dept. of Industrial Relations (DIR) Registration No.: 1000007032 State Dept. of Indus 'al elations (DIR) Registration Expirati n D te: 06/30/2020 Signed: Title: Earnest Brown- President So Cal Div. ;QP, 7)P CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the regoing is true and correct. Name of Firm Intarnatinnal 1 i Ruildo�'s Inc Signature of BIDDER Title Earnest Brown- President So Cal Div. (if an individual, so state) gQQp-14 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTA ANA ) Earnest Brown- President So Cal Div. being duly sworn, deposes and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he/she is a member of the co -partnership firm designated as: and who has been and is duly vested with the authority to make and execute instruments for the co -partnership by: who constitute the other members of the co -partnership. ® CORPORATION That he is of: za4ei1'lalHa-01 t..k4j rtryo. a corporation which is making the foregoing proposal: ❑ JOINT VENTURE That he is of: International Line Builder's, Inc. one of the parties making the foregoing proposal as a joint venture, and the he/she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to sect any advantage against the City of Santa Ana or any person interested in the proposed contra6tl for himsMor any other person. Signature of Bidder Subscribed and sworn to before me _ day of 20 _ Se,v A"c} to tc! Signature of er Administering Oath (Notary Public) M7-15 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 Riverside Subscribed and sworn to (or affirmed) before me on day ofa . 20 20 . by Earnest Brown President o� Cal Div. of International Line Builder's, this M proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. BRENDA MCKINNEY NoUry Public - California ' Riverside County_ Commission s 2278125 My Can.. Expires Feb 19. 2023 (Seal) Signatur&i' F, ncL n22-P..A ,1 20D-16 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) KNOW ALL PRESENT that, Intemational Line Builders. Inc. as BIDDER, and Liberty Mutual Insurance Company as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of _ Ten Percent of Amount Bid Dollars ($ 10% ), which is ten percent (10%) of the total amount bid by BIDDER to AGENCY for the above -stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 26th day of February , 20 20. BIDDER* SURETY* jb1v . Subscribed and swom to before me Kelly Nicole Enahauser this 26th day of February 2020. KELLY NICOLE ENGHAUSER Signature: __ � ,yam' Notary Public -Minnesota My Calmobn Eq- 31. 2%1 Notary Publ c i d for the C of Henneoin , State of Minnesota * Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. "Willis Towers Watson Midwest, Inc. 8400 Nonnandale Lake Blvd., Suite 1700, Bloomington, MN 55437 Phone:763-302-7170 P-8 of P-39 20D-17 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 Riverside On SLUtZtueT'70 ,'3yWQ before me. Brenda McKinney, Notary Public (insert name and title of the officer) personally appeared Earnest Brown, President So Cal Div. who proved to me on the basis of satisfactory evidence to be the person(&) whose name(s) is/sre subscribed to the within instrument and acknowledged to me that he/sheMiey executed the same in his/her#heir authorized capacity(ies). and that by his/beMheir signature(&) 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) _ BRENDAMCKINNEY Notary Public - California Riverside County 6 Commission; 2228125 My Comm. Eapres Feb 19. 2023 20D-18 This Power of Attorney limits the acts of those named herein, and they have no authority to 10� bind the Company except in the manner and to the extent herein stated. Liberty Liberty Mutual Insurance Company Mutual The Ohio Casualty Insurance Company Cemficate No 8202635-190003 SURETY West American Insurance Company POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duty organized under the laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duty organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (hewn collis:ti called the'Corrrpanies�, pursuant to and by aulfloify herein set forth, does hereby name, constitute and appoint Blake S. Bohlig. Brian D. Carpenter, Kelly Nicole Enghauscr, Heather R. Gocdtcl, Michelle Halter, Jeuica Hoff, Nicole Langer, Craig Olmstead, Laurie Pflug all of the city of Bloomington state of Minnesota each individually lf them be more than one named, its tine and lawful atlomey-In-fact to make, execute. seal, acknowledge and deliver, for and on bs behalf as surety and as its act and deed, any and al undertakings, bonds, recegnizzinces and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 21 st day of November , 2019 . Liberty Mutual InsuranceCompany '� tNSUxL ��Y Web a The Ohio Casualty Insurance Company ,oe'OV,6�'Y���`y�`d'eOe..6Rty�West American InsurancesCompany A�'•. 91.x�D:=o x9 91 ��ecNuMans Dpzz a 1•�''hz • t.�BY. David M. Carev. Assistant Seaelan, of MONTGOMERY this 21 st day of November , 2019 before me personally appeared David M. Gamy, who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance nparry, Tire Ohxi Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes min contained by signing an behalf of the corporations by himself as a duly authorized officer. WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at King of Prussia, Pennsylvania, on the day and year first above written. P PAS e4,5 y0°w aTFY COMMONWEALTH OF PENN9YLVANIA /I Nptanei Neel OF Teresa Pasnella. NOUry PUN¢ /✓///_,�1'/-AL_/, ���Q�(f( (/�//J Upper MemnTvq.Monlgp„ary ('qunry By; AN M, Carrara. , Exwrea March ze. zozh teresa PastdW, Notary Public ywe Me,Mer. PennsN.ana Aa9orialbnNNota,bs This Power of Attomey Is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions am now in fuk force and effect reading as follows: ARTICLE IV- OFFICERS: Section 12. Power of Attorney. Any officer or other official of the Corporation aultionzed far that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attomeys-In-fact. as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recugnizances and other surety obligations. Such allomeMin-fact, subject to fine limitations set forth in their respeclive powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto me seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attorney -in -fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. ARTICLE %III - Execution of Contracts: Section 5. Surety Bands and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Company to make, execule, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys -in -fad subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as lf signed by the president and all"ted by the secretary. Certificate of Designa0on - The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Camy, Assistant Secretary to appoint such attomeysmin- fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Authorization - By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary dither Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed, I, Renee C. Llewellyn, the undersigned, Assistant Secretary, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West Amen= Insurance Company do hereby certify that the anginal power of anomey of which the foregoing is a full, true and comet copy of the Power of Attorney executed by said Companies, is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have haremro set my hand and affixed the seals of said Companies this 26th day of February , 2020 . V INayr a \NSUR �'1/�///_^)'/� Mn°'Vi� 4r °ae°,V�'t�C i�" v 6r+ $aF 6m �-(000By:Ken" 1919 m Yo 1991 0,eaNrsH`kiYd, M°ix+e +yeBYEz a s� dM FN Renee C. Llewellyn, Assistant Secretary 1.10 aTa LMIC OCIC WAIC MuPo Co_0001a 20D-19 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) LIST OF SUB -CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: %:% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: %z% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name Be, T"pf:jr, Name B� JtaGG�IttLC�iortotii�pjll�ru>F.1Nt,. License #/Exp. 8"n(POL0102mdaAlaI License #/Exp. 6.34n.411 p A 12U DIR Reg. #/Exp. looDtiO}5tci l Gtr 301a t 'DIR Reg P�. #/Ex T T 1hODU1tD}ifi I utD(36j'ifi"d- Location IA�VIfaUWtelrlAvt,OCahyt, Location Q)}c(q,��r�L�,�2t�rttJtd[�tJgc(aSoo Phone (44ol;-11a10 L14 ela8to5 Phone LC151) L153-'75JbZ- Type Of Work S'� 9 f fittplVtl' Type Of Work '1>10A X1CJ DeJ1)w+ Amount $ }g50.00 Amount $ �' � �,t'�t�l�.DO Name sul4wm flecmiU-[rtl" License #/Exp. (y1451b' 03I311'a1 DIR Reg. #/Exp. lopwol io of &Uiao aa- License # Nl A Location Iq3$ f,� IlgWla qre, o[a✓ V f 4 Phone anr$ Type Of Work 1jXV f Amount $ 3,9iW.00 Name Al I A"-e ionvi &Pho! 1 ` License #/Exp. _ }� 31I-r- DIR Reg. #/Exp. l Woo oro1�, ^� License # NIA Location .0.6at aa2a1 - Phone Uo141)-43L0-4Up0 Type Of Work 14cs Amount 0 �, Signature of Bidder Name License #/Exp. DIR Reg. #/Exp. License # Location Phone _ Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $ ZQ P7A �� CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. l • City of Ontario 303 East B Street Ontario, CA 91764 Name and Address of Owner. Mauricio Diaz (951) 395-2000 Name and Telephone Number of person familiar with project. $248,570.00 Traffic Signal Modifications 11/30/2019 Contract Amount Type of Work Date Completed 2. City of Riverside 3900 Main Street Riverside. CA 92522 Name and Address of owner. Gary Hironimus (951) 826-5377 Name and Telephone Number of person familiar with project. $1,967,698.83 Street Light Relocation 04/30/2018 Contract Amount Type of Work Date Completed 3. City of Anaheim 200 S Anaheim Blvd Anaheim CA 92805 Name and Address of owner. Robert Palaelogus (714) 765-5169 Name and Telephone Number of person familiar with project. $599,286.95 Street Light Relocation Contract Amount Type of Work 10/31 /2018 Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Willis of Minnesota 8400 Normandale Lake Blvd., Suite 1700 Bloomington MN 55437 Heather Goedtel (763) 302-7159 Nicole Langer (763) 302-7214 20D-21 P-10 of P-39 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. 1. Whiting -Turner 2520 Commerce St Suite 150 Irvine, CA 90062 Name and Address of Owner. David Thueson (949) 863-0800 Name and Telephone Number of person familiar with project. $1,988,327.00 Street Lighting, Site Electrical, Traffic Signal 04/30/2018 Contract Amount Type of Work Date Completed 2. City of Alhambra 111 S First St Alhambra, CA 91801 Name and Address of owner. Robert Bias (626) 703-9013 Name and Telephone Number of person familiar with project. $670,780.96 Streetlight Conversion 08/30/2017 Contract Amount Type of Work Date Completed 3• Griffith Company 4756 Mission Blvd Montclair, CA 91762 Name and Address of owner. Jill Kiefer (909) 270-5040 Name and Telephone Number of person familiar with project. $3,441,059.84 Streetlight Installation Contract Amount Type of Work 03/13/2016 Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. 20D-22 P-11 ofP-39 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The that Signed State of California County of Subscribed and sworn to who me Notary Public Signature Affidavit is part of the Proposal. BIDDERS are cautioned can may subject the certifier to criminal prosecution. r med) before me on this day of , 20_, by proved to me on the basis of satisfactory evidence to be the person(s) S' J A++c1ckw"%. Notary Public Seal 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 Riverside Subscribed and sworn to (or affirmed) before me on this 'DI day of'Fe�aw20 20 . by Earnest Brown President So Cal Div. of International Line Builder's, Inc. proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. BRENDA ACKINNEY _ NO public C California Riverside County [_ Commission 1 2278125 My Comm. Expires Feb 19. 2023 (Seal) Signature,y„clvr%r���� srn 20D-24 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) NON-DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. MI'3 oof P"3l CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) 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 rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stars. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status or sex of such persons, except as provided in Section 1420, and any contractor of publi or violating this Section is subject to all the penalties imposed for a violation of the Ch ter. r. ��= Title: Earnest Brown- President So Cal Div. Firm: International Line Builder's, Inc. Date: 02/26/2020 20D-26 P-14 of P-39 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the pu i work, in the same amount or upon the same basis and in the same manner as the oche con ctors, except contractors not signatory to the trust agreement shall pay a like amount t th alifo pprenticeship Council. Signed: Title: Earnest Brown- President So Cal Div. Firm: International Line Builder's. Inc. Date: 02/26/2020 Ff P�4 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) STATEMENT REGARDING "ANTI -KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the constru i r repair of public work, to give up any part of the compensation to which he/she is otherwi e e tied. Signed: Title: Earnest Brown- President So Cal Div. Firm: International Line Builder's, Inc. Date: 02/26/2020 20D-28 P-16 of P-39 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) PUBLIC CONTRACT CODE SECTION 10162 OUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes, explain the circumstances in the following space. CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) BIDDER'S STATEMENT REGARDING REQUIRED FEDERAL CONTRACT PROVISIONS (FORM FHWA-1273) The undersigned, is sut bid documents, agrees 1273) as shown in the Signed Title `aye I1 this proposal for performing by contract the work required by these bly with the required Federal Contract Provision (Form FHWA- c of the S cial Provisions of this project. Brown- President So Cal Div. International Line Builder's, Inc. Date 02/26/2020 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION The bidder International Line Builder's, Inc. proposed subcontractor hereby certifies that he has X , has not _, participated in a previous contract or subcontract subject to the equal opportunity clauses, as required by Executive Orders 10925, 11114, or 11246, and that, where required, he has filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance, a Federal Government contracting or administering agency, or the former President's Committee on Equal Employment Opportunity, all reports due under the applicable filling requirements. Note: The above certification is required by the Equal Employment Opportunity Regulations of the Secretary of Labor (41 CFR 60-1.7(b) (1)), and must be submitted by bidders and proposed subcontractors only in connection with contracts and subcontracts which are subject to the equal opportunity clause. Contracts and subcontracts which are exempt from the equal opportunity clause are set forth in 41 CFR 60-1.5. (Generally only contracts or subcontracts of $10,000 or under are exempt.) Currently, Standard Form 100 (EEO-1) is the only report required by the Executive Orders or their implementing regulations. Proposed prime contractors and subcontractors who have participated in a previous contract or subcontract subject to the Executive Orders and have not filed the required reports should note that 41 CFR 60-1.7(b) (1) prevents the award of contracts and subcontracts unless such contractor submits a report covering the delinquent period or such other period specified by the Federal Highway Administraliea gr by the Director, Office of Federal Contract Compliance, U.S. Department of Labor. Signed Title Earnest Brown- President So Cal Div. Firm International Line Builder's, Inc. Date 02/26/2020 20D-31 P-19 of P-39 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) PUBLIC CONTRACT CODE SECTION 10285.1 STATEMENT In conformance with Public Contract Code Section 10285.1 (Chapter 376, Stats. 1985), the bidder hereby declares under penalty of perjury under the laws of the State of California that the bidder has _ , has not been convicted within the preceding three years of any offenses referred to in that section, including any charge of fraud, bribery, collusion, conspiracy, or any other act in violation of any state or Federal antitrust law in connection with the bidding upon, award of, or performance of, any public works contract, as defined in Public Contract Code Section 1101, with any public entity, as defined in Public Contract Code Section 1100, including the Regents of the University of California or the Trustees of the California State University. The term "bidder" is understood to include any partner, member, officer, director, responsible managing officer, or responsible managing employee thereof, as referred to in Section 10285.1. Note: The bidder must place a check mark after "has" or "has not" in one of the blank spaces provided. The above Statement is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement. Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution. n Signed Title Earnest Brown- President So Cal Div. Firm International Line Builder's, Inc. Date 02/26/2020 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) PUBLIC CONTRACT CODE SECTION 10232 STATEMENT In conformance with Public Contract Code Section 10232, the Contractor, hereby states under penalty of perjury, that no more than one final unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two year period because of the Contractor's failure to comply with an order of a federal court which orders the Contractor to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed Title Earnest Brown- President So Cal Div. Firm International Line Builder's, Inc. Date 02/26/2020 F Zl 7f P=37 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) TITLE 49, CODE OF FEDERAL REGULATION, PART 29 DEBARMENT AND SUSPENSION CERTIFICATION The bidder under penalty of perjury, certifies that except as noted below, he/she or any person associated therewith in the capacity of owner, partner, director, officer, manager: is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within past three years; has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fiaud or official misconduct within the past 3 years. If there are any exceptions to this certification, insert the exceptions in the following space. Exceptions will not necessarily result in denial of award, but will be considered in determining bidder's responsibility. For any exception noted above, indicate below to whom it applies, initialing agency, and dates of action. Note: Providing false information may result in criminal prosecution or administrative sanctions. The above certificati is part of a Proposal. Signing this Proposal on the signature portion thereof shall also constitut. signature o s Certification. Signed Title Earnest Brown- President So Cal Div. Firm International Line Builder's, Inc. Date 02/26/2020 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) NON -LOBBYING CERTIFICATION FOR FEDERAL AID CONTRACTS 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 influence or attempting to influence 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 appropriate funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective p71anua also agrees by submitting his or her bid or proposal that he or she shall require that theof this certification be included in all lower tier subcontracts, which exceed $100,000 Al suchrsttb-recipients shall certify and disclose accordingly. Signed Title Earnest Brown- President So Cal Div. Firm International Line Builder's. Inc. Date 02/26/2020 • Standard Form LLL may be obtained from Caltrans and FHWA offices. F-Y3Dof IrJ CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) DISCLOSURE OF LOBBYING ACTIVITIES DISCLOSURE OF LOBBYING ACTIVff1ES APFrb o ay c a3 Complete Thisform to disclose lobbying activities phaslat b 31 U.S.C. 1352 ire-si+E (See reverse for public burden d6cbMne.) 1. Type of Federal Action: 2. Staters of Federal Action: 3. Repeat Type. 1-1 a contract a. bidfotter/applicabon El a. iael Rinp b. grant bin vai award b. malarial change c. cwoperatrve agreement c. post -award For 11alersal Charge Only: d ban year quaver e. ban guarantee dawn of tam report f. loan insurance 4_ Maine and Address of Reporting Entity: 5. If Reporting Entity in No. 4 is a Srbaiwa dew, ErM Name ❑ Pone ❑ swaw.m.. and Address of Prime: Tier .f, known Congressional District, 0known Corignisisional Dtstrict. if known 6. Federal DepartnnenUAgency- T. Federal Program MamelDeseription: CFDA Number. fapphcable. 6. Federal Action Number, filmoen: S. Award Amour , fknwnn: S 10. a Name and Address of LobbyarV Entity b. Individuals Perfornrsg Services (ircliWng address if ffindividi al, last name. fWsf name. Ml): dfferent kom No 10a) (last name. fist name. Ml). >ilaw c .s.F41LA e I 11. Amount of Payeaert (check a4 M& apply): 13. Type of Payment (check ae that apply): S ❑ WON ❑ a reYbn ❑ a. onHiae M ❑ c. cw.r.tah 12. Form of Payment (dwok aff "appfyk ❑ a fawn ❑ it Wahgwrt he ❑ a Inatnq apeyr. nature ❑ e. clear" value ❑ t Mar. specify. 14. Brie( Description of Services Performed or to be Performed and Date(s) of Service, eseudig oflicer(s), employee(s), or Mernber(s) contacted, for Payment Indicated in Item /71: iM CbrOSGuon i f.F1LlA l / 15. Continwtion S s SFlI1A albcbed: Yee /ae 16. sw'ature: ni ft >n rr a.r�. r erree sr e . r� ee�r.� r r Prim Name: nest Brown Tale: President So Cal Div. .ae..ar r r.v.rr w. �� �n✓A .ere. ter. r Telephone No.:(951) 682-2982 Dale: 02/26/20 Federal Use Only: A100AW b testy Ilma�e SOON ftm UL tftv.7 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) INSTRUCTIONS FOR COMPLETION OF SF-LL, DISCLOSURE OF LOBBYING ACTIVITIES INSTRUCTIONS FOR COMPLETION OF SFiLL, DISCLOSURE OF LOBBYING ACTIVITIES T s OfCbfUe firm bflal be =nPKM by one repWong entry, MIIIDIM i11pi bee w Pmne FetleFl Rdplent al Te Initlabon or nacetpt d' a WvereO FeMra awn, brarnYeNlwla'getO a pmvbls }ring, pun:lam to ppe 31 D .^a.C. bewm 1352 Tte nlYg V a tlnn t regnlrtW Tw eaw paymerrtw agmerlern iD IfNfP pal+ne.nb any lobtyehg en" tar nttoMr ng w anenpm9 m I'muence r proper w enpoyeed' any agency. a uemacr a Cangebc. an Vlloer or employee or cDwmib, man ernployeev a Menlberm CPrIFe ncpnn MWIN a=O enb FH1pfdaQbn. llbe1M SFilili COnbnuatbn.`rYleM bf ]tMOmalMdmYlmtt Ne wace On me 1 If ntanemow canpeR Y nenb PNt apply fir boN Pe IrlU tlrg rd rldtenal dlange report Rely w Tie ynpelrermng WJ nW pWlpwle6 by Ne0 oe VMragemert" Buo¢+t 1Dr waiporal InMmNtw! 1. penitfy Ne n V e bf 00V coo Feper3l "M bf 1 lObOrrig a tlVRy W 3M'w nab beer belled W VmlBlce Ne W.mne W a m/erin) FEOMaI a=lor. 2. loe M tte raatx of the co erect Fed" a=lW ). bartq dte appmprlale daum^_bwI d d1c report. 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DC206a3- ?9SDofP 39 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) EXHIBIT 15-G CONSTRUCTION CONTRACT DBE COMMITMENT 1. Local Agency: City of Santa Ana 2. Contract DBE Goal: 3. Project Description: Install left turn phasing Traffic Signal Modification on Euclid Street at Hazard Avenue 4. Project Location: On Hazard Avenue at Euclid Street. �1 _,, (,� 5. BidderSy 's Name: tl-f.2Y1cdi cvloll Lid-O pxJICkA�L "6. Pdme Certified DBE: ❑ 7. Bid Amount: 8. Total Dollar Amount for ALL Subcontractors: f C1a'. olC19A.00 9. Total Number of ALL Subcontractors: 1It Bid Item Number 11. Description of Work. Service. or Materials Supplied 12. DBE Certification Number 13. DBE Contact Information (Must be certified on the date bids are opened) 14. DBE Dollar Amount n.u. Vul 1-ialealalf goeq wxfearILLd Pa 09-a�5�y a La rg,b�na, CJ9 Cob 5 'Jwha fl I too, •col xuoa. . � �tee�C.Ficnctl IlLflllny 465L4, ew,emnde� 1 crl D121111na�; wu• �*tq y e a �`'n dw ram, c Uf a t �,000• dv Local Agency to Complete this Section 15. TOTAL CLAIMED DBE PARTICIPATION 21. Local Agency Contract Number: H SIPL 5063 (171 22. Federal -Aid Project Number: ) a5. I l ^ro 23. Bid Opening Date: 24. Contract Award Date: IMPORTANT: Identify all DBE firms being claimed for credit. 25. Award Amount: regardless of tier. Names of the First Tier DBE Subcontractors and their respective Item(s) of work listed above must be consistent. where applicable with the names and items of the work in the Local Agency certifies that all DBE certifications are valid and information on "Subcontractor List" submitted with your bid. Written confirmation of this form is complete and accurate. each listed DBE is required. Loll 1 /[lltih'Yly ✓A-r Cal -2YLP12-otu 26. Local Agency Representative's Signature 27. Date 16. Preparers Signat 17. ate 28. Local Agency Representative's Name 29. Phone ?W%noln "[-�V4V1Jj1e1l t! I c�s3a-aq9 18. Preparer's Name 19. P one 30. Local Agency Representative's Title t� xxodlriaf� 20. 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. 3. Include additional copy with award package. ADA Notice: For individuals with sensory disabilities. this document is available in alternate formats. For information call (916) 654- 6410 or TDD (916) 654-3880 or write Records and Forms Management. 1120 N Street. MS-89. Sacramento. CA 95814. 20D-38 P-26 of P-39 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) INSTRUCTIONS — CONSTRUCTION CONTRACT DBE COMMITMENT CONTRACTOR SECTION 1. Local Agency - Enter the name of the local agency that is administering the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Location - Enter the project location(s) as it appears on the project advertisement. 4. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc). 5. Bidder's Name - Enter the contractor's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Bid Amount - Enter the total contract bid dollar amount for the prime contractor. 8. Total Dollar Amount for ALL Subcontractors — Enter the total dollar amount for all subcontracted contractors. SUM = (DBEs + all Non -DBEs). Do not include the prime contractor information in this count. 9. Total number of ALL subcontractors — Enter the total number of all subcontracted contractors. SUM = (DBEs + all Non -DBEs). Do not include the prime contractor information in this count. 10. Bid Item Number - Enter bid item number for work, services, or materials supplied to be provided. 11. 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 contractor'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. 12. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 13. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted contractors. Also, enter the prime contractor's name and phone number, if the prime is a DBE. 14. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided. Include the prime contractor if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 15. Total Claimed DBE Participation - $: Enter the total dollar amounts entered in the "DBE Dollar Amount" column. %: Enter the total DBE participation claimed ("Total Claimed DBE Participation Dollars" divided by item `Bid 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). 16. Preparer's Signature - The person completing the DBE commitment form on behalf of the contractor's firm must sign their name. 17. Date - Enter the date the DBE commitment form is signed by the contractor's preparer. 18. Preparer's Name - Enter the name of the person preparing and signing the contractor's DBE commitment form. 19. Phone - Enter the area code and phone number of the person signing the contractor's DBE commitment form. 20. Preparer's Title - Enter the position/title of the person signing the contractor's DBE commitment form. LOCAL AGENCY SECTION 21. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 22. Federal -Aid Project Number - Enter the Federal -Aid Project Number(s). 23. Bid Opening Date - Enter the date contract bids were opened. 24. Contract Award Date - Enter the date the contract was executed. 25. Award Amount — Enter the contract award amount as stated in the executed contract. 26. 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 Contractor Section of this form is complete and accurate. 27. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 28. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the contractor's DBE commitment form. 29. Phone - Enter the area code and phone number of the person signing the contractor's DBE commitment form. 30. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the contractor's DBE commitment form. 20D-39 P-27 of P-39 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) EXHIBIT 15-H DBE INFORMATION — GOOD FAITH EFFORTS DBE INFORMATION - GOOD FAITH EFFORTS Federal -aid Project No.�HSIPL 5063 (171)_ Bid Opening Date The City of Santa Ana established a Disadvantaged Business Enterprise (DBE) goal of 25 % for this contract. The information provided herein shows the required good faith efforts to meet or exceed the DBE contract goal. Proposers or bidders submit the following information to document their good faith efforts within five (5) business days from bid opening. Proposers and bidders are recommended to submit the following information even if the Exhibit 10-01: Consultant Proposal DBE Commitments or Exhibit 15-G: Construction Contract DBE Commitment indicate that the proposer or bidder has met the DBE goal. This form protects the proposer's or bidder's eligibility for award of the contract if the administering agency determines that the bidder failed to meet the goal for various reasons, e.g., a DBE firm was not certified at bid opening, or the bidder made a mathematical error. The following items are listed in the Section entitled "Submission of DBE Commitment" of the Special Provisions, please attach additional sheets as needed: A. The names and dates of each publication in which a request for DBE participation for this project was placed by the bidder (please attach copies of advertisements or proofs of publication): Publications Dates of Advertisement N1A.bgE C!gWl e)-. B. The names and dates of written notices sent to certified DBEs soliciting bids for this project and the dates and methods used for following up initial solicitations to determine with certainty whether the DBEs were interested (please attach copies of solicitations, telephone records, fax confirmations, etc.): Names of DBEs Solicited Date of Initial Follow Up Methods and Dates Solicitation 20 D-40 P-28 of P-39 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) C. The items of work made available to DBE firms including those unbundled contract work items into economically feasible units to facilitate DBE participation. It is the bidder's responsibility to demonstrate that sufficient work to facilitate DBE participation in order to met or exceed the DBE contract goal. Items of Work Bidder Normally Breakdown of Amount Percentage Performs Item (Y/N) Items (S) Of NIA,-;6E' Goal H e1-• D. The names, addresses and phone numbers of rejected DBE firms, the reasons for the bidder's rejection of the DBEs, the firms selected for that work (please attach copies of quotes from the firms involved), and the price difference for each DBE if the selected firm is not a DBE: Names, addresses and phone numbers of rejected DBEs and the reasons for the bidder's rejection of the DBEs: NI A. lY3ff Cqnulhl-e-1-- Names, addresses and phone numbers of firms selected for the work above: NI�,1P,F C_____�n_c�l 1...Ief• E. Efforts (e.g. in advertisements and solicitations) made to assist interested DBEs in obtaining information related to the plans, specifications and requirements for the work which was provided to DBEs: NIA, bee— (-Aaal "44-. F. Efforts (e.g. in advertisements and solicitations) made to assist interested DBEs in obtaining bonding, lines of credit or insurance, necessary equipment, supplies, materials, or related assistance or services, excluding supplies and equipment the DBE subcontractor purchases or leases from the prime contractor or its affiliate: N.1A. NBt✓ Niwl Mel-. 20D-41 P-29 of P-39 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) H. The names of agencies, organizations or groups contacted to provide assistance in contacting, recruiting and using DBE firms (please attach copies of requests to agencies and any responses received, i.e., lists, Internet page download, etc.): Name of Method/Date of Results Agency/Organization Contact rs11�1. �88�1 oc,I I..1�e1-. H. Any additional data to support a demonstration of good faith efforts: NIA E)A&- H,ncd Mel-. NOTE: USE ADDITIONAL SHEETS OF PAPER IF NECESSARY. 20 D-42 P-30 of P-39 PO Box 2096 Yorba Linda, CA 92885 Ph. (714) 336-0536 Fax (714)694-0116 Email; kim.TEKServ@gmail.com Name / Address ILB Electric 1055 Montecito Drive Corona, CA 92879 Ship To Euclid Avenue @ Hazard & Oakfield City of Santa Ana Quote Date Quote # 2/25/20 0377 Lead Time Terms Rep Project Name/# Net 30 JK Description Qty Each Price Total 2070C, 2E Tees 2009, 3B LCD, 4A I EA 5,344.30 5,344.30T Power Supply With EOS Software Turn on Support Included 4 Camera Autoscope Vision System 1 EA 21,450.00 21,450.00T 4 Autoscope Vision video sensor — white 1 Autoscope Vision Comm Manager 1 Autoscope Vision Cl-Y Cable - Connects AV1O24 to 2070/170 Cl 1 Autoscope Vision I/O 24 Cable - Connects AVCM to AVIO24 1 A.S. Red/Gm I/F Panel 170 Cab 1 Autoscope Vision I/O 24 Module 2 Camera Mounting Bracket, 10" Pedestal 1000 Cable, 3 Cord, 18 AWG Polyethelene - 1000 foot spool 1 Turn on Support Bid Item 2/Euclid Street at Hazard Ave. Signals with APS PPB Ass'y and Tech Support 1 EA 16,632.00 16,632.00T (where noted new) New Poles with Anchor Bolts comply to Caltrans 2018 RSP/Current lead-time is 20-25 weeks for delivery. Lead-times are subject to change without notice. 1070 GPS Cable-500' 1 C 551.25 551.25T AB-1055 Clamp I EA 78.75 78.75T Subtotal Sales Tax (7.75%) Total L UL-4 *5 PO Box 2096 Yorba Linda, CA 92885 Ph. (714) 336-0536 Fax (714) 694-0116 Email: kim.TEKServ@gmail.com Name / Address ILB Electric 1055 Montecito Drive Corona, CA 92879 Ship To Euclid Avenue @ Hazard & Oakfield City of Santa Ana Quote Date Quote # 2/25/20 0377 Lead Time Terms Rep Project Name/# Net30 JK Description Qty Each Price Total Opticom 3100 GPS Antenna 1 EA 2,982.00 2,982.00T Opticom 764 Phase Selector 1 EA 3,097.50 3,097.50T 768 Aux Panel 1 EA 556.50 556.50T Technical Support 1 EA 840.00 840.00T Hardened (-40°C - 75°C) Managed LL3 Gigabit Ethernet Switch with 8 Gigabit Ethernet Ports + 2 EA 0.00 O.00T 4 100/100013ase SFP ports. DIN -Rail Mount, Terminal Block Redundant Power Input 12-48VDC, power supply sold separately. Power Supply, Hardened ( -40C - +75C ) External, TS2 rated; Input Rating - 90-264VAC 2 EA 0.00 O.00T (47-63Hz), Output Rating 45 W, 12VDC, 0-3.7A SFP Module, Hardened -40 to 850C/-40 to 1850F), Gigabit SM 20KM (2 LC) 6 EA 0.00 O.00T SFP Module, Hardened ( -40C -+75C ) 100FX SFP SM 15KM, LC Connector 2 EA 2,477.15 4,954.30T Traffic Signal Mod c/o: 19-4-100 w/30 & 12 1 EA 0.00 O.00T 194-100 w/30 & 10 1 EA 0.00 O.00T GCl-60E-MV-NW-2-GY-700 2 EA 0.00 O.00T RSNS DF, white on green, w/blk #'s, legends: I- Euclid St 14490 2 EA 10,867.50 21,735.00T 1- Euclid St 800 Misc Material (Pull Boxes, Conduit, Wire etc) 1 EA 11,801.60 $21,434.65 "Shipping not included Subtotal Sales Tax (7.75%) Total sU_R.= PO Box 2096 Yorba Linda, CA 92885 Ph. (714) 336-0536 Fax (714) 694-0116 Email: kim.TEKServ@gmail.com Name / Address ILB Electric 1055 Montecito Drive Corona, CA 92879 Ship To Euclid Avenue @ Hazard & Oakfield City of Santa Ana Quote Date Quote # 2/25/20 0377 Lead Time Terms Rep Project Name/# Net 30 .1K Description Qty Each Price Total **BID NOTES: Pricing valid for 30 days for placement of a complete order as listed herein, based on an immediate release after approval of any required submittal drawings for approval. Subject to requote thereafter. Lead times for shipment are quoted at an approximate 18 weeks on current orders, exclusive of any time required for agency inspections (where required). "Standard" Buy America Requirements Apply Quoted per 2018 Caltrans Std Plans & Std Specifications latest edition (post-10/19/18 version) unless noted otherwise herein Subtotal $99,656.25 Sales Tax (7.75%) $7,723.36 Total $107,379.61 W-:M-1161 Page I of 2 Los Angeles County MMropolilan Transportation Authority Metro May 26, 2017 One Ca leway Plata Los Angeles. CA gomr2952 CALIFORNIA UNIFIED CERTIFICATIONi PROGRAM Ms. Kim King TEK Services, LLC DBA TEK Services, LLC P. O. BOX 2096 YORBA LINDA, CA 92885 Subiect: Disadvantaged Business Enterprise Certification Dear Ms. Kim King: 21;.922.2000 Tel metro.net CUCP# 40540 Metro File #5764 We are pleased to advise you that after careful review of your application and supporting documentation, the Los Angeles County Metropolitan Transportation Authority (Metro) has determined that your firm 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. This certification will be recognized by all of the U.S. DOT recipients in California. Your firm will be listed in the California Unified Certification Program (CUCP) database of certified DBEs under the following specific area(s) of expertise that you have identified on the NAICS codes form of the application package: NAICS 425120: WHOLESALE TRADE AGENTS AND BROKERS Your DBE certification applies only for the above code(s). You may review your firms information in the CUCP DBE database which can be accessed at the CUCP website at www.californiauco.ore. Any additions and revisions must be submitted to Metro for review and approval. In order to ensure your continuing DBE status, you are required to submit an annual update along with supporting documentation. If no changes are noted, then your DBE status remains current. If there are changes, Metro will review to determine continued DBE eligibility. Please note, your DBE status remains in effect unless Metro notifies you otherwise. Also, should any changes occur that could affect your certification status prior to receipt of the annual update, 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 Metro immediately. Failure to submit forms and/or change of information will be deemed a failure to cooperate under Section 26.109 of the Regulations. Metro reserves the right to withdraw this certification if at any time it is determined that it was knowingly obtained by false, misleading, or incorrect information. Your DBE certification is subject to review at any time. The firm thereby consents to the examination of its books, records and documents by Metro. 20 D-46 5/26/2017 Page 2 of 2 Page 2 May 26, 2017 TEK Services, LLC DBA TEK Services, LLC Congratulations, and thank you for your interest in the DBE program. Should you have any questions, please contact us at (213) 922-2600. For information on Metro contracting opportunities, please visit our website at www.metro.net. Sincerely, Shirley Wong Sr. Certification Officer Diversity & Economic Opportunity Department 20 D-47 5/26/2017 G30ClC�G3�30D� DnRjFcnoN,zL DRrLcrna 8179 Angel Lane Riverside, CA 92508 Job Proposal PHONE: 951-453-2382 FAX: 951-789-6654 E-MAIL: rddrill@charter.net Contractor Profile: Customer Number: N/A Name: International Line Builders, Inc. Proposal #: 0001 Address: 2520 Rubidoux Blvd, Riverside, CA 92509 Contact Person: Omar Echeverri Phone Number: (951) 312-6433 Email: Brenda. Silva@ilbinc.com. Scope of Work: • Euclid Street at Hazard Avenue Signal Modification Drill and place conduits at the direction of the contractor. Location of Work: Santa Ana, CA Responsibilities of Contractor (ILB) (or 'Renter") Provide a worksite that is suitable to Directional Drilling. Provide Permits. Provide pipe. Provide any necessary traffic control. Provide and place boxes. Pothole all conflicting utilities. Excavate trenches and pits. Backfill and compact pits and trenches. Complete any restoration work. Provide a site to dump spoils near the job. r1i -: Responsibilities of Riverside Directional Drilling Inc. (Hereinafter "RDD" or "Owner"): Provide directional drilling rig and all supporting equipment. Provide skilled crew to operate and maintain equipment. Drill, hook up pipe, pull in pipe, and handle all tools involved in this process. Provide a certificate of insurance. Remove any drilling slurry from site. Cost of Work: Directional Bore crew for placing PVC or GRC conduit(s) per plans .... $3,500.00 per day. Terms: Net 30 days. Any balance due after ninety days will be charged 1.5% per month (18% APR) until paid in full. Contractor to pay any court cost and attorney fees incurred by RDD in order to enforce this contract. This proposal may be voided if not accepted within 30 days. Standard Exclusions: This proposal is based upon site conditions being conducive to directional drilling. Due to unforeseen soil conditions, site conditions, or existing utilities no representation is made to the possible success of drilling and placing of conduit. This proposal is based on soil that is free of rock, cobble, and/or trash. Additional charges may be made if these conditions are encountered. RDD is not responsible for any damage to unmarked, mismarked, or incorrectly potholed utilities. RDD is not responsible for any damage to unmarked storm drains or sanitary sewers. 20 D-49 Losn polity Transportation to, t9nrcxar Phza zi�.gu.zau:> Iel ��pT. Metropolitan iOn:ponaGon nul110lity for Anar:ee.GA goou,zglz mrlro.rm: Metro /f_.r CALIFORNIA UNIFIED CERTIFICATION PROGRA III CIICPH 45543 May 23, 2018 Metro Rile tl7824 Mrs. Denise Cuen RIVERSIDE DIRECTIONAL DRILLINC 8179 Angel Lane RIVERSIDE, CA 92508 Subiech Disadvantaged Business Enterprise Certification Dear Mrs. Denise Cuen: We are pleased to advise you that after careful review of your application and supporting documentation, the Los Angeles County Metropolitan Transportation Authority (Metro) has determined that your firm 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.'rhis certification will be recognized by all of the U.S. DOT recipients in California. Your firm will be listed in the California Unified Certification Program (CUCP) database of certified DBEs under the following specific arca(s) of expertise that you have identified on the NAICS codes form of the application package: NAICS 237990: OTHER I-IEAVY AND CIVIL ENGINEERING CONSTRUCTION Your DBE certification applies only for the above code(s). You may review your firms information in the CUCP DBE database which can he accessed at the CUCP websile at www.califomiauco.orit. Any additions and revisions must be submitted to Metro ror review and approval. In order to ensure your continuing DBE status, you are required to submit an annual update along with supporting documentation. If no changes are noted, then your DBE status remains current. If there are changes, Metro will review to determine continued DBE eligibility. Plcase note, your DBE status remains in effect unless Metro notifies you otherwise. Also, should any changes occur that could affect your certification status prior to receipt orthe annual update, 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 Metro immedialcly. Pat urc to submit forms and/or change of information will he deemed a failure to cooperate under Section 26.109 of the Regulations. Metro reserves the right to withdraw this certification if at any time it is determined that it was knowingly obtained by false, misleading, or incorrect information. Your DBE certification is subject to review at any time. The firm thereby consents to the examination of its books, records and documents by Metro. 20D-50 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) EXHIBIT 12-B BIDDER'S LIST OF SUBCONTRACTORS (DBE AND NON -DBE) - PART I PART The bidder shall list all subcontractors (both DBE and non -DBE) in accordance with Section 2-1.054 of the Standard Specifications and per Title 49, Section 26.11 of the Code of Federal Regulations. This listing is required in addition to listing DBE Subcontractors elsewhere in the proposal. Photocopy this form for additional firms. Local Assistance Procedures Manual Exhibit 12-B Bidder's List of Subcontractors (DBE and NON -DBE) Exhibit 12-B Bidder's List of Subcontractor (DBE and Non -DBE) Part I As of March 1.2015 Contractors (and sub-commoors) wishing to bid on public works contracts shall be registered with the State Division of Industrial Relations and certified to bid can Public Works contracts. Please registerat: https://www.dir.ca.pov/Public-Works/Contractor-Repistration.htmi In accordance with Title 49. Section 26.11 of the Code of Federal Regulations. and Section 4104 of the Public Contract Code of the State of California. as amended. the following information is required for each sub -contractor who will perform work amounting to more than one half of one percent (0.5 %) of the Total Base Bid or S10.000 (whicheveris grcater). Photocopy this form for additional firms. Federal Project Number: }{ pLtKuai (13l) Subcontractor Name and Location Line Item & Description Subcontract Amount percentage of Bid Item Sub- contracted Contractor License Number DBE (Y/Nl DBE Cent Number Annual Gross Receipts Dat Reg Number Name :8/�ss . I{' pQF+I(J ��J J`ItL v11V l y 3 p f My t{•(<1GJ�.� I, lR �o �'1'}�J� N PJ1 /� ❑ <$l million milli City. State: (fl2anyf��l►4 IDCr)t10 �(P <<S10$Smillionon <Slsmillim e of Firm s. Name- MI U IL• ,1 ( 11 L` IOU N �m 1 oaps Lr "tV (� I00 43, L1�• 051 � 1p , `I� Iv ❑ <$1 mllion IN City. State. 0tay1y'e,LN <SS million 1„�00XIL00 Wu-v V <$10 million LjAg<$15 million eof Firm: rs. Ir �ll� CJVIJ 4}�11�. Of O(fJ 1p -1 a(p1-013 N N n ❑ <$1 million gfFhnlr city. State: �tyy,rna <SS million ) Li1 <uion SlO mfmillion S10. e of F.rmeFVIS. Name'. n �tee�tJ�u tr�Y bo l l 1 yyl (Jr .Co q-+ O .1_, �� �T' U J (.�f,J� QI million City. st�tatee: DQAIII✓l fj w�eeetdv,ua <$5 million <$lO million �0�1�} d35m1Bon e of Firm s. Name. U <$1 million city, State; <$5 million U <$10 million Lj <S75 million Ate of Firm. M. Name; Lj <51 million City, State: c55 million ❑ <$10 million <$1$ million eof Firm:-yrs. Distribution: 1) Original -Local Agency File 2) Copy-DLAE w/ Award Package Page 1 of 2 Janus" 2019 P7O1Dof P`-31 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) EXHIBIT 12-B BIDDER'S LIST OF SUBCONTRACTORS(DBE AND NON -DBE) - PART II PART II The bidder shall list all subcontractors who provided a quote or bid but were not selected to participate as a subcontractor on this project. This is required for compliance with Title 49, Section 26 of the Code of Federal Regulations. Photocopy this form for additional firms. Local Assistance Procedures !Manual Exhibit 12-B Bidder's List of Subcontractors IDBE and NON -DBE) Exhibit 12-B Bidder's List of Subcontractor (DBE and Non -DBE) Part 2 In accordance with Title 49. Section 26 of the Code of Federal Regulations. the Bidder shall list all subcontractor who provided a quote or bid but were not selected to participate as a subcontractor on this project. Photocopy this form for additional firms. Federal Project Number: WlP)...�FZI I}). Subcontractor Name and Location line Rem tk Description subcontract Amount Percentage of Bid Item Sub. contracted Contractor license Number DBE (Y/N) DBE Cart Number Annual Gross Receipts DIR Reg Number Name.�� 1 yJ vJ �,y _ 1 /I V fa� 1.�� y 9� l�•�� N fii1 1+ <SS million <SMBlonI City. State: LaY� U <slo millio <$35 million e of Film: S. Name �'Bf �.pJlf..¢G11 1vj 1 li` 1 B1 I� a1,1 'Ys.�l-1—/ 8}1 rJJA N' fy a7LJ Inllion dian O <SS million cny.st a CA-eCr1Cir to 1 <s20 million <sisminion Agre of Firm: ins. Name El <51 million <S5 "Ilion City. State. b10 million ❑ <515 million Age of Firm: s. Name ❑ <51 million ❑ <SS "Ilion City, State: U <510 million <515 million e of Firm- r% Name: ❑ <51 "Ilion ❑ <55 "Ilion City, State 0 <510 million Ll b1S million e of Firm: ins, Name 1 "Ilion <55 million City. State U <slominim b15 miflim eoffirm: Ws. Distribution. 1) Original -Local Agency File 2) Copy-DLAE wit Award Package Page 2 of 2 Jamul 2019 R O A? CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) PROMPT PAYMENT OF FUNDS WITHHELD TO SUBCONTRACTORS The undersigned, is submitting this proposal for performing by contract the work required by these bid documents, certify to comply with the following: The agency shall hold retainage from the prime contractor and shall make prompt and regular incremental acceptances of portions, as determined by the agency, of the contract work, and pay retainage to the prime contractor based on these acceptances. The prime contractor, or subcontractor, shall return all monies withheld in retention from a subcontractor within 30 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the agency. Federal law (49CFR26.29) requires that any delay or postponement of payment over 30 days may take place only for good cause and with the agency's prior written approval. Any violation of this provision shall subject the violating prime contractor or subcontractor to the penalties, sanctions and other remedies specified in Section 7108.5 of the Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to the prime contractor or co ctor in the event of a dispute involving late payment or nonpayment by t prime ontractor, deficient subcontract performance, or noncompliance b�s4wontractor. Signed Title Earnest Brown- President So Cal Div. Firm International Line Builder's. Inc. Date FPof QP CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) EXHIBIT 16-B — SUBCONTRACTING REQUEST Local Assistance Procedures Manual Exhibit 16-13 CoNTRAcroRNAME COUNTY ROUE International Line Builder's Inc. Oran a County BUSINESSADDRESS CONTRAcrNUMBER 3955 Temescal Canyon Road 17-6894 CITY AND STATE ZIP CODE FEDERAL -AID PRO1Ecr NUMBER Corona CA 92883 HSIPL 5063 171 A- SUBCONTRACTOR B. BID ITEM C. PERCENTAGE OF D. SUB LIsm E. CERTIFIED F. DESCRIBE WORK G. DOLLAR AMOUNT (Name, Busmeas Address, Ptame) NUMBER (s) BID ITEM AT BID TIME DBE WHEN LESS THAN BASED ON THE BID SUBCONTRACTED 100% OF WORK IS SUBCONTRACTED AMOUNT r¢ctnv}e,LR 13 1L]go Yes No �( Yes No �,( ims-llhy 4 t�,ofSO•W L}ICI ci�-Itl�cl'�o' u ❑ u •rsa 11 �l.lfirl eu--C vtJ �grlye,,in Aq.1 16, It& Q5"10 Yes No 1 Yes No d It9C1pf Q�4J3o.Ov }l�l,rlq}-C155LP E ❑ ❑ ,�t�l�lsp'z�an.�6t' LA if n 1..�`•'—' •('t, (!� Q IF �.�1,13 �l��o Ye No Y ❑ Yes No ❑ / s(A�l-Q p �C.�, IU3•�l7 ZweAsItlU Dvi.4 f 1�2 Ll 4��o Yeses( No Yes No DICdI(J1C.� sw �,Goozc 5)1)� SPA- U ❑ ❑ DQ•+tltns�+ Yes No Yes No ❑ ❑ ❑ ❑ Yes No Yes No I certify that: • The Standard Provisions for labor set forth in the contract apply to the subcontracted work. • ff applicable, Form FHW�7.�73 of the Special Provisions has been inserted in the subcontracts and should be incorporated in any to er-ti/} subcontract. Written contracts have been executed for the above noted subcontracted work. Contractor Signature This section is to be completed by the resident engineer. 1. Total of bid items 2. Contractor must perform with own forces (line 1 X contract req. %) 3. Bid items previously subcontracted (taken from previously approved 16-B) 4. Bid items subcontracted (this request) 5. Total bid items subcontracted (line 3 plus 4) 6. Balance of work contractor to perform (line 1 minus 5) $ Approved RESIDENT ENGINEER'S SIGNATURE DATE Copy Distribution: Original -Contractor Copv- Resident Engineer Copv- OBEO- , )Abusinmsadvocate®dnptca.eov or fax to (916) 324-1949 Page 1 of 2 January 2018 ?999 t�4 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) Local Assistance Procedures Manual Exhibit 16-B Subcontracting Request INSTRUCTIONS FOR COMPLETING SUBCONTRACTING REQUEST FORM All first -tier subcontractors must be included on a subcontractor request. Before subcontracting work starts, the contractor will submit an original CEM-1201 for approval according to the Standard Specifications. After approval, the RE returns the original to the contractor and complete the remaining distribution as listed on the bottom of the form. D. If subcontractor was listed at bid time per the Fair Practices Act, check yes, otherwise check no. E. If subcontractor is a certified DBE contractor, check yes, otherwise check no. F and G. When a portion of an item is subcontracted, describe the portion and show the percentage of the bid item and value. G. When an entire item is subcontracted, show the full bid item value. THIS FORM IS NOT TO BE USED FOR SUBSTITUTIONS OF SUBCONTRACTORS AND UDBE, DVBE OR SMALL BUSINESS ENTITIES. Page 2 of 2 January 2018 F 3R P=33 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) DIFFERING SITE CONDITIONS The undersigned, is submitting this proposal for performing by contract the work required by these bid documents, certify to comply with the following: a. Contractor's Notification Promptly notify the Agency's Engineer if you find either of the following conditions: I. Physical conditions differing materially from either of the following: • Contract documents • Job site examination 2. Physical conditions of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in the work provided for in the Contract Include details explaining the information you relied on and the material differences you discovered. If you fail to promptly notify the Engineer, you waive the differing site condition claim for the period between your discovery of the differing site condition and your notification to the Engineer. If you disturb the site after discovery and before the Engineer's investigation, you waive the differing site condition claim. b. Engineer's Investigation and Decision Upon your notification, the Engineer investigates job site conditions and: 1. Notifies you whether to resume affected work 2. Decides the condition differs materially and is cause for an adjustiatient of tin*, payment, or both Signed Title Earnest Brown- President So Cal Div. Firm International Line Builder's, Inc. Date 02/26/2020 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) BIDDER'S CERTIFICATE OF COMPLIANCE REGARDING "BUY AMERICA" REQUIREMENTS FOR STEEL OR MANUFACTURED PRODUCTS The undersigned, is submitting this proposal for performing by contract the work required by these bid documents, certify to comply with the "Buy America" requirements of Section 165 of the Surface Transportat' istance Act of 1982 and as shown in the special provisions of this project. n Signed Title Earnest Brown- President So Cal Div. Firm International Line Builder's, Inc. Date �P�P�7 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) NEPA COMPLIANCE FOR FEDERAL AID CONTRACTS The undersigned, is submitting this proposal for performing by contract the work required by these bid documents, certify to comply with the Categorical Exemption/Categorical Exclusion Determination Form including and not limited to the National Environmental Policy Act (NEPA) requirements and of this project. Signed commitments found in the appendix of the Contract Documents Title Earnest Brown- President So Cal Div. Firm International Line Builder's, Inc. Date 02/26/2020 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION FEDERAL PROJECT NO: HSIPL 5063 (171) TMP COMPLIANCE FOR FEDERAL AID CONTRACTS The undersigned, is submitting this proposal for performing by contract the work required by these bid documents, certify c ply with the Traffic Management Plan (TMP) commitments found in the appendix of the Oink ct Documents of this project. Signed Title Earnest Brown- President So Cal Div. Firm International Line Builder's, Inc. Date 02/26/2020 go9DofP`539 CITY OF SANTA ANA EXHIBIT 3 CONSTRUCTION CONTRACT PROJECT 17-6894 EUCLID STREET AT HAZARD AVENUE SIGNAL MODIFICATION [HSIPL-5063(171)] This CONSTRUCTION CONTRACT is made and entered into this 10 day of May, 2020 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and International Line Builders, Inc. (hereinafter "CONTRACTOR"). WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Euclid Street at Hazard Avenue Signal Modification Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Community Workforce Agreement • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed Two Hundred Fifty-five Thousand Six Hundred Twenty Dollars and No Cents ($255,620.00), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. rev. 09/01/2017 20D-60 Page 1 of 4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. If applicable, the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA), a pre -hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CWA. The CWA may be found on the City's website at: http://www.santa-ana.or&/pwa/documents/CWA.pdf 7. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. // 20 D-6 1 Page 2 of 3 IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney B_v: IN -f.,& J00N FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR: _.. d 20D-62 Page 3 of 3 EXHIBIT 4 COST ANALYSIS CONSTRUCTION OF PROJECT NO. 17-6894: Euclid Street at Hazard Avenue Traffic Signal Modification [HSIPL 5063(171)] Construction Contract $ 255,620 Contract Administration $ 14,570 Inspection and Testing $ 19,030 Contingencies $ 25,562 TOTAL ESTIMATED CONSTRUCTION COSTS $ 314,782 20D-63 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE let>>:Z•PIZil >>:Z•]:21d/ellIQL ADJUSTMENT TO RECEIVE SIB 2 GRANT FUNDS FROM STATE OF CALIFORNIA, DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT IN THE AMOUNT OF $625,000 CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Approve an appropriation adjustment recognizing State of California, Department of Housing and Community Development (HCD) SB 2 Grant funds in the amount of $625,000 in the Planning and Building Agency revenue account and appropriate same to expenditure accounts as authorized by Resolution 2019-102. DISCUSSION On March 28, 2019, the State of California, Department of Housing and Community Development (HCD) issued a Notice of Funding Availability (NOFA) for its Planning Grants Program (PGP). The purpose of the PGP is to help cities and counties in California prepare, adopt, and implement plans and process improvements that streamline housing approvals and accelerate housing production. Recognizing that the PGP provides grants through a noncompetitive process and the City of Santa Ana is eligible to receive up to $625,000 in funding, with City Council authorization on November 5, 2019, staff prepared and submitted an application emphasizing the benefits to the community. On March 10, 2020, HCD awarded the SB2 grant in the amount of $625,000 to the City of Santa Ana. The City will utilize grant funds to implement innovative and expedited processes that will result in an upgrade to the City's permitting system and plan review services. Grant funds will also be used to digitize permit and plan records for public access, improve the accessory dwelling unit process, and produce informational videos that streamline development code and public counter procedures. On April 30, 2020, the standard agreement was executed between HCD and the City. ENVIRONMENTAL IMPACT Pursuant to Section 15061(B)(3) of the California Environmental Quality Act, this action is exempt from further review as there is no potential for any environmental impact. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, 20E-1 APPROPRIATE SB2 GRANT FUNDS May 19, 2020 Page 2 Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy B (update zoning ordinance and include equitable, innovative, business friendly zoning practices). FISCAL IMPACT The appropriate adjustment will recognize $625,000 in SB2 Grant funds in the revenue account (no.15816002-52025) and appropriate the same to expenditure account (no. 15816500-Various). PBAwill expend funds for project activity eligible under the grant, then recoup the costs by invoicing HCD for reimbursement of the funds expended. Funds are budgeted and available in the following Planning and Building expenditure accounts: TYPE A/U ACCOUNT FY2019/20 TOTAL REVENUE 15816002 52025 $625,000 $625,000 EXPENSE 15816500 Various $625,000 $625,000 JA/SM Exhibits: 1. Resolution 2019-102 2. Executed Standard Agreement 20E-2 EXHIBIT 1 LS 11.5.19 RESOLUTION NO. 2019-102 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING APPLICATION FOR, AND RECEIPT OF, SENATE BILL NO. 2 (SB 2) PLANNING GRANTS PROGRAM FUNDS WHEREAS, the State of California, Department of Housing and Community Development (Department) has issued a Notice of Funding Availability (NOFA) dated March 28, 2019, for its Planning Grants Program (PGP); and WHEREAS, the City Council of Santa Ana desires to submit a project application for the PGP program to accelerate the production of housing and will submit a 2019 PGP grant application as described in the Planning Grants Program NOFA and SB 2 Planning Grants Program Guidelines released by the Department for the PGP Program; and WHEREAS, the Department is authorized to provide up to $123 million dollars under the SB 2 Planning Grants Program from the Building Homes and Jobs Trust Fund for assistance to Counties (as described in Health and Safety Code section 50470 et seq. [Chapter 364, Statutes of 2017 (SB 2)] related to the PGP Program. NOW, THEREFORE, THE CITY COUNCIL OF SANTA ANA RESOLVES AS FOLLOWS: SECTION 1. The Executive Director of Planning and Building Agency is hereby authorized and directed to apply for and submit to the Department the 2019 Planning Grants Program application released March 28, 2019, in the amount of $625,000. SECTION 2. In connection with the PGP grant, if the application is approved by the Department, the City Manager or designee is authorized to enter into, execute, and deliver a State of California Agreement (Standard Agreement) for the amount of $625,000, and any and all other documents required or deemed necessary or appropriate to evidence and secure the PGP grant, the City's obligations related thereto, and all amendments thereto (collectively, the "PGP Grant Documents"). SECTION 3. The City shall be subject to the terms and conditions as specified in the Standard Agreement, the SB 2 Planning Grants Program Guidelines, and any applicable PGP guidelines published by the Department. Funds are to be used for allowable expenditures as specifically identified in the Standard Agreement. The application in full is incorporated as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the application will be enforceable through the executed Standard Agreement. The City Council hereby agrees to use the funds for eligible uses in the manner presented in the application as approved Resolution No. 2019-102 2 U E -3 Page 1 of 3 by the Department and in accordance with the Planning Grants NOFA, the Planning Grants Program Guidelines, and the 2019 Planning Grants Program Application. SECTION 4. The City Manager or designee, is authorized to execute the City of Santa Ana Planning Grants Program application, the PGP Grant Documents, and any related agreements or amendments thereto, on behalf of the City of Santa Ana as required by the Department for receipt of the PGP Grant. SECTION 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 5TH day of November , 2019. W �If .�•-.. a 4 0 �.�Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 9K�.- Lisa Storms Assistant City Attorney AYES: Councilmembers Iglesias, Penaloza. Pulido Sarmiento, Solorio, Villegas (6) NOES: Councilmembers None (0) ABSTAIN: Councilmembers None (0) NOT PRESENT: Councilmembers None (0) *Ward 4 Representative Vacant Resolution No. 2019-102 Page 2 of 3 2 O E_ A CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-102 to be the original resolution adopted by the City Council of the City of Santa Ana on November 5, 2019. Date: Clerk of the Council City of Santa Ana Resolution No. 2019-102 2 U E -5 Page 3 of 3 20E-6 STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT AGREEMENT NUMBER STD 213 (Rev. 032019) 19.PGP-13B95 1. This Agreement is entered into between the Contracting Agency and the Contractor named below CONTRACTING AGENCY NAME DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT CONTRACTOR'S NAME City of Santa Ana 2. The term of this Agreement is: START DATE Upon HCD Approval THROUGH END DATE 12/31/2022 3. The maximum amount of this Agreement is: $625,000.00 EXHIBIT 2 PURCHASING AUTHORITY NUMBER (if applicable) 4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement. EXHIBITS TITLE Exhibit A Authority, Purpose and Scope of Work Exhibit B Budget Detail and Payment Provisions Exhibit C' State of California General Terms and Conditions Exhibit D PGP Terms and Conditions Exhibit E Special Conditions TOTAL NUMBER OF PAGES ATTACHED Items shown with an asterisk ('), are hembyincorporefed by reference and made part of This agreoment as ifattached hereto. These documents can be viewed at hf1ps:1Awww.dgs.ca.gov/OLS/Resoumes IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO. CONTRACTOR CONTRACTOR NAME (if other than an Individual, state whether a corporation, partnership,etc.) City of Santa Ana CONTRACTOR BUSINESS ADDRESS 20 Civic Center Plaza Ross Annex M-20 PRINTED NAME OF PERSON SIGNING Kristine Ridge CONTRACTOR AUTHORIZED SIGNATURE 22 CONTRACTING AGENCY NAME Department of Housing and Community Development CONTRACTING AGENCY ADDRESS 2020 W. El Camino Ave., Suite 130 PAGES 2 5 GTC-042017 8 CITY STATE ZIP Santa Ana CA 92702 STATE OF CALIFORNIA CITY Sacramento TITLE City Manager DATE SIGNED kla�lx STATE ZIP CA 95833 15 PRINTED NAME OF PERSON SIGNING TITLE Synthia Rhinehart Contracts Manager, Business & Contract Services Branch CONTRACTING AGENCY �AUTp(H/lORRII(ZEEDD SIGNA�T/U1R�E��1/ DATE SIGNED G� f r "`-""California Department o� G neral Services Approval (or exemption,'if applicable Exempt per; SCM Vol. 1 4.04.A.3 (DGS memo dated 6112/1981) ATTEST. �CLERK THE COUNCIL 20E-7 AUTHORITY. PURPOSE AND SCOPE OF WORK 1. Authority City of Santa Ana 19-PGP-13895 Page 1 of 2 Pursuant to Health and Safety Code section 50470, subdivision (b)(1)(A), the State of California Department of Housing and Community Development (the "Department" or "State") has established the Planning Grants Program ("PGP," or the "Program" as defined in Section 102 of the Guidelines) for Local Governments and Localities. This Standard Agreement, along with all its exhibits (the "Agreement"), is entered into under the authority of, and in furtherance of, the purpose of the Program. Pursuant to Health and Safety Code Section 50470, subdivision (d), the Department has issued the Senate Bill 2 Planning Grants Program Year 1 Guidelines (the "Guidelines") dated December 2018 governing the Program, and a Notice of Funding Availability ("NOFA') dated March 28, 2019. 2. Purpose In accordance with the authority cited above, the Grantee has been awarded financial assistance in the form of a grant from the Program. The Department has agreed to make the grant to provide financial assistance for the preparation, adoption and implementation of a plan for Accelerating Housing Production and Streamlined Housing Production (as defined in Section 102 of the Guidelines) pursuant to the terms of the Guidelines, the NOFA, and this Agreement. By entering into this Agreement and thereby accepting the award of the Program funds, the Grantee agrees to comply with the terms and conditions of the Guidelines, the NOFA, this Agreement, the representations contained in the application, and the requirements of the authority cited above. Based on the representations made by the Grantee, the State shall provide a grant in the amount shown in Exhibit B, Section 2. 3. Definitions Terms herein shall have the same meaning as definitions in Section 102 of the Guidelines. 4. Scope of Work Update planning documents, entitlement processes or zoning ordinances in accordance with the Grantee's Schedule F: Project Timeline and Budget, as provided by the Grantee in the SB 2 Planning Grant Program application used for subsequent approval by the Department. 5. Department Contract Coordinator The Contract Coordinator of this Agreement for the Department is the Housing Policy Development Manager, or the Manager's designee. Unless otherwise informed, any Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 20E-8 City of Santa Ana 19-PGP-13895 Page 2 of 2 EXHIBIT A notice, report, or other communication required by this Agreement shall be mailed by first class mail to the Department Contract Coordinator at the following address: Department of Housing and Community Development Housing Policy Development Land Use Planning Unit Attention: PGP Program Manager 2020 West El Camino Avenue, Suite 500 Sacramento, CA 95833 P. O. Box 952050 Sacramento, CA 94252-2050 Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 20E-9 City of Santa Ana 19-PGP-13895 Page 1 of 5 EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS 1. Application for Funds A. The Department is entering into this Agreement on the basis of, and in reliance on facts, information, assertions and representations contained in the Application and any subsequent modifications or additions thereto approved by the Department. The Application and any approved modifications and additions thereto are hereby incorporated into this Agreement. B. The Grantee warrants that all information, facts, assertions and representations contained in the Application and approved modifications and additions thereto are true, correct, and complete to the best of the Grantee's knowledge. In the event that any part of the Application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect the Department's approval, disbursement, or monitoring of the funding and the grant or activities governed by this Agreement, the Department may declare a breach hereof and take such action or pursue such remedies as are provided for breach hereof. 2. Grant and Reimbursement Limit The maximum total amount granted and reimbursable to the Grantee pursuant to this Agreement shall not exceed $625,000. 3. Grant Timelines A. This Agreement is effective upon approval by all parties and the Department, which is evidenced by the date signed by the Department on page one, Standard Agreement, STD 213 (the "Effective Date"). B. All Grant funds must be expended by June 30, 2022. C. The Grantee shall deliver to the Department all final invoices for reimbursement on or before February 28, 2022, to ensure.meeting the June 30, 2022 deadline. Under special circumstances, as determined by the Department, the Department may modify the February 28, 2022 deadline. D. It is the responsibility of the Grantee to monitor the project and timeliness of draws within the specified dates. Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 20E-10 EXHIBIT B 4. Allowable Uses of Grant Funds City of Santa Ana 19-PGP-13895 Page 2 of 5 A. The Department shall not award or disburse funds unless it determines that the grant funds shall be expended in compliance with the terms and provisions of the Guidelines, the NOFA, and this Agreement. B. Grant funds shall only be used by the Grantee for project activities approved by the State that involve the preparation and adoption of project activities as stated in the scope of work, project description, project timeline and other parts of the application, and eligible activities and uses pursuant to Article III of the Guidelines. C. Grant funds may not be used for administrative costs of persons employed by the Grantee for activities not directly related to the preparation and adoption of the proposed activity. D. The Grantee shall use no more than 5 percent of the total grant amount for costs related to administration of the project. E. A Grantee that receives funds under this Program may use a subcontractor. The subcontract shall provide for compliance with all the requirements of the Program. The subcontract shall not relieve the Grantee of its responsibilities under the Program. F. After the contract has been executed by the Department and all parties, approved and eligible costs for eligible activities may be reimbursed for the project(s) upon completion of deliverables in accordance with Schedule F: Project Timeline and Budget and the Statement of Work and subject to the terms and conditions of this Agreement. G. Only approved and eligible costs incurred for work after the NOFA date, continued past the date of execution and acceptance of the Standard Agreement and completed during the grant term will be reimbursable. H. Approved and eligible costs incurred prior to the NOFA date are ineligible. 5. Performance The Grantee shall take such actions, pay such expenses, and do all things necessary to complete the scope of work specified in Exhibit A and as incorporated by the SB 2 Program application in accordance with the schedule for completion set forth therein and within the terms and conditions of this Agreement. Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 20E-11 EXHIBIT B 6. Fiscal Administration City of Santa Ana 19-PGP-13895 Page 3 of 5 A. The Grantee is responsible for maintaining records which fully disclose the activities funded by the PGP grant. Adequate documentation for each reimbursable transaction shall be maintained to permit the determination, through an audit if requested by the State, of the accuracy of the records and the allowability of expenditures charged to PGP grant funds. If the allowability of expenditure cannot be determined because records or documentation are inadequate, the expenditure may be disallowed, and the State shall determine the reimbursement method for the amount disallowed. The State's determination of the allowability of any expense shall be final, absent fraud, mistake or arbitrariness. B. Work must be completed prior to requesting reimbursement. The Department may make exceptions to this provision on a case by case basis. In unusual circumstances, the Department may consider alternative arrangements to reimbursement and payment methods based on documentation demonstrating cost burdens, including the inability to pay for work. C. Prior to receiving reimbursement, the Grantee shall submit the following documentation: 1) Government Agency Taxpayer ID Form (GovTIN; Fiscal form); 2) A Request for Funds on a form provided by the Department; and 3) Any and all documentation requested by the Department in the form and manner as outlined in the following subsection D. D. Grantee shall submit all required reimbursement documentation to the following address: Department of Housing and Community Development Housing Policy Development Land Use Planning Unit Attention: PGP Program Manager 2020 West El Camino Avenue, Suite 500 Sacramento, CA 95833 P. O. Box 952050 Sacramento, CA 94252-2050 E. The Grantee shall submit invoices for reimbursement to the Department according to the following schedule: Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 20E-12 City of Santa Ana 19-PGP-13895 Page 4 of 5 EXHIBIT B 1) At maximum, once per quarter; or 2) Upon completion of a deliverable, subject to the Department's approval; and 3) At minimum, one invoice for reimbursement annually. The Department will use the 2019 calendar year beginning with January, with first requests for reimbursement accepted on or after September 30, 2019. F. The request for reimbursement must be for a minimum of 15 percent of the maximum grant amount awarded. The Department may consider exceptions to the minimum amount requested on a case -by -case basis. All invoices shall reference the contract number and shall be signed and submitted to the Department's Program Manager at the address provided above in Section 6, item D of Exhibit B. Invoices shall include at a minimum the following information: 1) Names of the Grantee's personnel performing work; 2) Dates and times of project work; 3) Itemized costs in accordance with the Schedule F: Project Timeline and Budget and Statement of Work, including identification of each employee, contractor, subcontractor staff who provided services during the period of the invoice, the number of hours and hourly rates for each of the Grantee's employees, contractor(s), sub-recipient(s) or subcontractor's staff member(s), authorized expenses with receipts, and contractor, sub -recipient and subcontractor invoices; and 4) Any other documents, certifications, or evidence deemed necessary by the Department prior to disbursement of grant funds. G. The Department will reimburse the Grantee directly for all allowable project costs as promptly as the Department's fiscal procedures permit upon receipt of an itemized signed invoice. H. The Department recognizes that budgeted deliverable amounts are based upon estimates. Grantees may request, in writing, a budget adjustment across deliverables subject to written approval by the Department, as long as the total budget does not exceed the maximum amount awarded to the Grantee. Grant funds cannot be disbursed until this Standard Agreement has been fully executed. Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 20E-13 City of Santa Ana 19-PGP-13895 Page 5 of 5 EXHIBIT B J. Grant fund payments will be made on a reimbursement basis; advance payments are not allowed. The Grantee, its subcontractors and all partners, must have adequate cash flow to pay all grant -related expenses prior to requesting reimbursement from the Department. The Department may consider alternative arrangements to reimbursement and payment methods based on documentation demonstrating cost burdens, including the inability to pay for work pursuant to Section 601(f) of the Guidelines. K. The Grantee will be responsible for compiling and submitting all invoices, supporting documentation and reporting documents. Invoices must be accompanied by reporting materials where appropriate. Invoices without the appropriate reporting materials will not be paid. 1) Supporting documentation may include, but is not limited to; purchase orders, receipts, progress payments, subcontractor invoices, timecards, or any other documentation as deemed necessary by the Department to support the reimbursement to the Grantee for expenditures incurred. L. The Grantee will submit for reimbursements to the Department based on actual costs incurred, and must bill the State based on clear and completed objectives and deliverables as outlined in the application, in Schedule F: Project Timeline and Budget, the Statement of Work, and/or any and all documentation incorporated into this Standard Agreement and made a part thereof. M. The Department may withhold 10 percent of the grant until grant terms have been fulfilled to the satisfaction of the Department. Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 20E-14 EXHIBIT D PGP TERMS AND CONDITIONS 1. Reoortina City of Santa Ana 19-PGP-13895 Page 1 of 8 A. During the term of the Standard Agreement the Grantee shall submit, upon request of the Department, a performance report that demonstrates satisfaction of all requirements identified in this Standard Agreement. B. Upon completion of all objectives and deliverables required to fulfill this contract pursuant to Schedule F: Project Timeline and Budget and the Scope of Work, Exhibit A, Section 4, and as referred to in Exhibit B, Section 6, subsection K. within this Standard Agreement, the Grantee shall submit a final close out report in accordance with Section 604, subsection (b), and as instructed in Attachment 3 of the December 2018 Planning Grants Program Guidelines. The close out report shall be submitted with the final invoice by the end of the grant term as listed in Exhibit B, Section 3, subsection C. 2. Accounting Records A. The Grantee, its staff, contractors and subcontractors shall establish and maintain an accounting system and reports that properly accumulate incurred project costs by line. The accounting system shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. B. The Grantee must establish a separate ledger account for receipts and expenditures of grant funds and maintain expenditure details in accordance with the scope of work, project timeline and budget. Separate bank accounts are not required. C. The Grantee shall maintain documentation of its normal procurement policy and competitive bid process (including the use of sole source purchasing), and financial records of expenditures incurred during the course of the project in accordance with GAAP. D. The Grantee agrees that the state or designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of the Standard Agreement. E. Subcontractors employed by the Grantee and paid with moneys under the terms of this Standard Agreement shall be responsible for maintaining accounting records as specified above. 3. Audits A. At any time during the term of the Standard Agreement, the Department may perform or cause to be performed a financial audit of any and all phases of the award. At the Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 20E-15 City of Santa Ana 19-PGP-13895 Page 2 of 8 EXHIBIT D Department's request, the Grantee shall provide, at its own expense, a financial audit prepared by a certified public accountant. The State of California has the right to review project documents and conduct audits during and over the project life. 1) The Grantee agrees that the Department or the Department's designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance of this Agreement. 2) The Grantee agrees to provide the Department or the Department's designee, with any relevant information requested. 3) The Grantee agrees to permit the Department or the Department's designee access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with statutes, Program guidelines, and this Agreement. B. If a financial audit is required by the Department, the audit shall be performed by an independent certified public accountant. Selection of an independent audit firm shall be consistent with procurement standards contained in Exhibit D, Section 8 subsection A. of this Standard Agreement. 1) The Grantee shall notify the Department of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by the Department to the independent auditor's working papers. 2) The Grantee is responsible for the completion of audits and all costs of preparing audits. 3) If there are audit findings, the Grantee must submit a detailed response acceptable to the Department for each audit finding within 90 days from the date of the audit finding report. C. The Grantee agrees to maintain such records for possible audit after final payment pursuant to Exhibit D, Section 3, subsection E. below, unless a longer period of records retention is stipulated. 1) If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been started before the expiration of the required record retention period, all records must be retained by the Grantee, contractors and sub -contractors until completion of the action and resolution of all issues which arise from it. The Grantee shall include in any contract that it enters into in an amount exceeding $10,000, the Department's right to audit the contractor's records and interview their employees. Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 40W; City of Santa Ana 19-PGP-13895 Page 3 of 8 EXHIBIT D 2) The Grantee shall comply with the caveats and be aware of the penalties for violation of fraud and for obstruction of investigation as set forth in California Public Contracts Code Section 10115.10. D. The determination by the Department of the eligibility of any expenditure shall be final. E. The Grantee shall retain all books and records relevant to this Agreement for a minimum of (3) three years after the end of the term of this Agreement. Records relating to any and all audits or litigation relevant to this Agreement shall be retained for five years after the conclusion or resolution of the matter. 4. Remedies of Non-performance A. Any dispute concerning a question of fact arising under this Standard Agreement that is not disposed of by agreement shall be decided by the Department's Housing Policy Development Manager, or the Manager's designee, who may consider any written or verbal evidence submitted by the Grantee. The decision of the Department's Housing Policy Development Manager or Designee shall be the Department's final decision regarding the dispute. B. Neither the pendency of a dispute nor its consideration by the Department will excuse the Grantee from full and timely performance in accordance with the terms of this Standard Agreement. C. In the event that it is determined, at the sole discretion of the Department, that the Grantee is not meeting the terms and conditions of the Standard Agreement, immediately upon receiving a written notice from the Department to stop work, the Grantee shall cease all work under the Standard Agreement. The Department has the sole discretion to determine that the Grantee meets the terms and conditions after a stop work order, and to deliver a written notice to the grantee to resume work under the Standard Agreement. D. Both the Grantee and the Department have the right to terminate the Standard Agreement at any time upon 30 days written notice. The notice shall specify the reason for early termination and may permit the grantee or the Department to rectify any deficiency(ies) prior to the early termination date. The Grantee will submit any requested documents to the Department within 30 days of the early termination notice. E. There must be a strong implementation component for the funded activity through this Program, including, where appropriate, agreement by the locality to formally adopt the completed planning document. Localities that do not formally adopt the funded activity could be subject to repayment of the grant. F. The following shall each constitute a breach of this Agreement: 1) Grantee's failure to comply with any of the terms and conditions of this Agreement. 2) Use of, or permitting the use of, grant funds provided under this Agreement for any Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 20E-17 City of Santa Ana 19-PGP-13895 Page 4 of 8 EXHIBIT D ineligible costs or for any activity not approved under this Agreement. 3) Any failure to comply with the deadlines set forth in this Agreement unless approved by the Program Manager. G. In addition to any other remedies that may be available to the Department in law or equity for breach of this Agreement, the Department may at its discretion, exercise the following remedies: 1) Disqualify the Grantee from applying for future PGP Funds or other Department administered grant programs; 2) Revoke existing PGP award(s) to the Grantee; 3) Require the return of unexpended PGP funds disbursed under this Agreement; 4) Require repayment of PGP Funds disbursed and expended under this agreement; 5) Seek a court order for specific performance of the obligation defaulted upon, or the appointment of a receiver to complete the obligations in accordance with the PGP Program requirements; and 6) Other remedies available at law, or by and through this agreement. All remedies available to the Department are cumulative and not exclusive. 7) The Department may give written notice to the Grantee to cure the breach or violation within a period of not less than 15 days. 5. Indemnification Neither the Department nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by the Grantee, its officers, employees, agents, its contractors, its sub -recipients or its subcontractors under or in connection with any work, authority or jurisdiction conferred upon the Grantee under this Standard Agreement. It is understood and agreed that the Grantee shall fully defend, indemnify and save harmless the Department and all of the Department's staff from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortuous, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by the Grantee, its officers, employees, agents contractors, sub - recipients, or subcontractors under this Standard Agreement. 6. Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of the Department to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Grantee of these provisions, shall in no way be Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 20E-18 City of Santa Ana 19-PGP-13895 Page 5 of 8 EXHIBIT D construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of the Department to enforce these provisions. Relationship of Parties It is expressly understood that this Standard Agreement is an agreement executed by and between two independent governmental entities and is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of an independent party. 8. Third -Party Contracts A. All state -government funded procurements must be conducted using a fair and competitive procurement process. The Grantee may use its own procurement procedures as long as the procedures comply with all City/County laws, rules and ordinances governing procurement, and all applicable provisions of California state law. B. Any contract entered into as a result of this Agreement shall contain all the provisions stipulated in the Agreement to be applicable to the Grantee's sub -recipients, contractors, and subcontractors. Copies of all agreements with sub -recipients, contracts, and subcontractors must be submitted to the Department's program manager. C. The Department does not have a contractual relationship with the Grantee's sub - recipients, contractors, or subcontractors, and the Grantee shall be fully responsible for all work performed by its sub -recipients, contractors, or subcontractors. D. In the event the Grantee is partnering with another jurisdiction or forming a collaborative effort between the Grantee and other jurisdictions who are grantees of the SB 2 Planning Grants Program, the Grantee acknowledges that each partner and/or all entities forming the SB 2 Planning Grants Program collaborative are in mutual written agreement with each other but are contractually bound to the Department under separate, enforceable contracts. E. In the event the Grantee is partnering with another jurisdiction or forming a collaborative effort with other entities that are not grantees of the SB 2 Planning Grants Program, the Department shall defer to the provisions as noted in subsections 8(B) and 8(C) of this part. 9. Compliance with State and Federal Laws, Rules. Guidelines and Regulations A. The Grantee agrees to comply with all state and federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity, and all other matters applicable to the grant, the Grantee, its contractors or subcontractors, and any other grant activity. B. During the performance of this Agreement, the Grantee assures that no otherwise qualified person shall be excluded from participation or employment, denied program Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 2 U E -19 City of Santa Ana 19-PGP-13895 Page 6 of 8 EXHIBIT D benefits, or be subjected to discrimination based on race, color, ancestry, national origin, sex, gender, gender identity, gender expression, genetic information, age, disability, handicap, familial status, religion, or belief, under any program or activity funded by this contract, as required by Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 USC 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975 and all implementing regulations. C. The Grantee shall include the nondiscrimination and compliance provisions of this clause in all agreements with its sub -recipients, contractors, and subcontractors, and shall include a requirement in all agreements with all of same that each of them in turn include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts they enter into to perform work under the PGP. D. The Grantee shall, in the course of performing project work, fully comply with the applicable provisions of the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 at seq.) E. The Grantee shall adopt and implement affirmative processes and procedures that provide information, outreach and promotion of opportunities in the PGP project to encourage participation of all persons regardless of race, color, national origin, sex, religion, familial status, or disability. This includes, but is not limited to, a minority outreach program to ensure the inclusion, to the maximum extent possible, of minorities and women, and entities owned by minorities and women, as required by 24 CFR 92.351. 10. Litigation A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of the Department, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are, and shall be, deemed severable. B. The Grantee shall notify the Department immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or the Department, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of the Department. 11. Changes in Terms/Amendments This Agreement may only be amended or modified by mutual written agreement of both parties. 12. State -Owned Data A. Definitions Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 1 KIA EXHIBIT D 1) Work: City of Santa Ana 19-PGP-13895 Page 7 of 8 The work to be directly or indirectly produced by the Grantee, its employees, or by and of the Grantee's contractor's, subcontractor's and/or sub -recipient's employees under this Agreement. 2) Work Product: All deliverables created or produced from Work under this Agreement including, but not limited to, all Work and Deliverable conceived or made, or made hereafter conceived or made, either solely or jointly with others during the term of this Agreement and during a period of six months after the termination thereof, which relates to the Work commissioned or performed under this Agreement. Work Product includes all deliverables, inventions, innovations, improvements, or other works of authorship Grantee and/or Grantee's contractor subcontractor and/or sub -recipient may conceive of or develop in the course of this Agreement, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection. 3) Inventions: Any ideas, methodologies, designs, concept, technique, invention, discovery, improvement or development regardless of patentability made solely by the Grantee or jointly with the Grantee's contractor, subcontractor and/or sub -recipient and/or Grantee's contractor, subcontractor, and/or sub -recipient's employees with one or more employees of the Department during the term of this Agreement and in performance of any Work under this Agreement, provided that either the conception or reduction to practice thereof occurs during the term of this Agreement and in performance of Work issued under this Agreement. B. Ownership of Work Product and Rights 1) All work Product derived by the Work performed by the Grantee, its employees or by and of the Grantee's contractor's, subcontractor's and/or sub -recipient's employees under this Agreement, shall be owned by the Department and shall be considered to be works made for hire by the Grantee and the Grantee's contractor, subcontractor and/or subrecipient for the Department. The Department shall own all copyrights in the work product. 2) Grantee, its employees and all of Grantee's contractor's, subcontractor's and sub - recipient's employees agree to perpetually assign, and upon creation of each Work Product automatically assigns, to the Department, ownership of all United States and international copyrights in each and every Work Product, insofar as any such Work Product, by operation of law, may not be considered work made for hire by the Grantee's contractor, subcontractor and/or subrecipient from the Department. From time to time upon the Department's request, the Grantee's contractor, subcontractor and/or subrecipients, and/or its employees, shall confirm such Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 20E-21 City of Santa Ana 19-PGP-13895 Page 8 of 8 EXHIBIT D assignments by execution and delivery of such assignment, confirmations or assignment or other written instruments as the Department may request. The Department shall have the right to obtain and hold in its name all copyright registrations and other evidence of rights that may be available for Work Product under this Agreement. Grantee hereby waives all rights relating to identification of authorship restriction or limitation on use or subsequent modification of the Work. 3) Grantee, its employees and all Grantee's contractors, subcontractors and sub - recipients hereby agrees to assign to the Department all Inventions, together with the right to seek protection by obtaining patent rights therefore and to claim all rights or priority thereunder and the same shall become and remain the Department's property regardless of whether such protection is sought. The Grantee, its employees and Grantee's contractor, subcontractor and /or subrecipient shall promptly make a complete written disclosure to the Department of each Invention not otherwise clearly disclosed to the Department in the pertinent Work Product, specifically noting features or concepts that the Grantee, its employees and/or Grantee's contractor, subcontractor and/or subrecipient believes to be new or different. 4) Upon completion of all work under this Agreement, all intellectual property rights, ownership and title to all reports, documents, plans, specifications and estimates, produced as part of this Agreement will automatically be vested in Department and no further agreement will be necessary to transfer ownership to Department. 13. Special Conditions The State reserves the right to add any special conditions to this Agreement it deems necessary to assure that the policy and goals of the Program are achieved. Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: March 12, 2020 20E-22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE: APPROVE AMENDMENTS TO THE FISCAL YEAR 2019-20 CAPITAL IMPROVEMENT PROGRAM TO INCLUDE PROJECT CHANGES DURING THE FISCAL YEAR FOR THE IMPROVEMENT OF CITY FACILITIES (GENERAL FUND AND OTHER FUNDS) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: F-ITUNTIETWirs, ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For I:K•�ianutn�.ic. FILE NUMBER RECOMMENDED ACTION Approve amendments to the Fiscal Year 2019-20 Capital Improvement Program to include project changes during the fiscal year for the improvement of City facilities. DISCUSSION The City of Santa Ana's seven-year Capital Improvement Program (CIP) includes a schedule of projects from Fiscal Year 2019-20 through Fiscal Year 2025-26. During a fiscal year, the City may need to amend the CIP in order to incorporate additional projects, and/or modify or remove projects from the list. During FY 2019-20, the Parks, Recreation and Community Services Agency incorporated additional projects to address the needs of deteriorating facilities and the award of grant funding for multiple projects. Because of these circumstances, the proposed amendments include the projects below. Amount Funding Description $300,000 General Fund Delhi Restroom Project -Removal of an existing park 01113250-66200 restroom, purchase and install a prefabricated restroom $350,000 General Fund Santa Ana Senior Center Restroom Project -Renovation of 01113250-66200 the existing restroom at the Center General Fund Santa Ana Senior Center improvements -Renovation of the $170,000 0 11132 30-62 300 ($60,000) center to include painting, ceiling, flooring and hardware 01113250-62320 ($50,000) improvements 01113250-66200 $60,000 General Fund Southwest Senior Center improvements -Renovation of the $135,000 01113230-62300 ($75,000) center to include painting and hardware improvements 01113250-66200 $60,000 General Fund and Capital Southwest Senior Center Roof Project -Replacement of $230,000 Outlay Fund existing roof 01113250-66200 ($100,000) 05113263-66200 $130,000 23A-1 Amendments to the Fiscal Year 2019-20 Capital Improvement Program to include project changes during the fiscal year May 19, 2020 Page 2 $150,000 General Fund Fitness Court Delhi Park Project -Purchase and installation 01113250-66220 of a "National Fitness Court" site $150,000 General Fund Fitness Court Rosita Park Project -Purchase and 01113250-66220 installation of a "National Fitness Court" site $250,000 General Fund Jerome Pool Renovation Project -Renovation of plaster, 01113250-66220 tiles, lights, lanes and coping of Jerome Pool General Fund Newhope Library -Parking Lot, Lot Entry, Painting $132,000 01111150-62300 ($15,000) 01113230-62300 $117,000 Acquisition and Development Santa Ana Senior Center Roof Project -Replacement of $230,000 Fund existing roof 31213260-66200 Prop 68 Grant and Acq. and Standard and McFadden Park Project -New Park $4,000,000 Development Fund 16113264-66220 ($3,600,000) 31313260-66220 $400,000 $1,640,928 Prop 68 Grant Raitt and Myrtle Park Project -New Park 16113264-66220 $1,000,000 Coastal Conservancy Grant Phase 1 Santiago Park -Improvements of a one -acre 16113263-66220 portion of Santiago Park Coastal Conservancy Grant Phase 2 Santiago Park -Design and engineering plans for $250,000 16113263-66220 improvements to the Main Street Entrance to Santiago Park STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a community investment plan for all city assets). FISCAL IMPACT Funds are budgeted and available in the following accounts for the specified years: Fiscal Accounting Unit- Fund Accounting Unit, Account Amount Year Account # Description Description FY 19-20 01111150-62300 General Fund Library -Contractual Services- $15,000 Professional FY 19-20 01113230-62300 General Fund PRCSA-Recreation, $252,000 Contractual Services -Professional FY 19-20 01113250-62320 General Fund PRCSA-Park Facilities, $50,000 Maint. & Re air Buildings & Ground FY 19-20 01113250-66200 General Fund PRCSA-Park Facilities, Building $870,000 Improvements FY 19-20 01113250-66220 General Fund PRCSA-Park Facilities, Improvements $550,000 Other Than Bldg. FY 19-20 05113263-66200 Capital Outlay PRCSA-Capital Outlay, Building $130,000 Fund Improvements 23A-2 Amendments to the Fiscal Year 2019-20 Capital Improvement Program to include project changes during the fiscal year May 19, 2020 Page 3 FY 19-20 31213260-66200 Acquisition & PRCSA-Acquisition & Development, $230,000 Development Building Improvements Fund -District 2 FY 19-20 31313260-66220 Acq. & Dev. PRCSA-Acquisition & Development, $400,000 Fund -District 3 Improvements Other Than Building FY 19-20 16113264-66220 PRCSA Capital 2018 Parks Bond Act Program, $3,600,000 Grants Improvements Other Than Building FY 19-20 16113264-66220 PRCSA Capital 2018 Parks Bond Act Program, $1,640,928 Grants Improvements Other Than Building FY 19-20 16113263-66220 PRCSA Capital Santa Ana River Conservancy $1,250,000 Grants Program, Improvements Other Than Building 23A-3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE APPROVE AN AMENDMENT TO THE FISCAL YEAR 2019-20 CAPITAL IMPROVEMENT PROGRAM TO ADD FUNDS IN THE AMOUNT OF $600,000 FOR THE WARNER AVENUE STORM DRAIN IMPROVEMENTS PHASE 1 — MAIN TO OAK PROJECT NO. 20-6618 (NON -GENERAL FUND) /s/ Kristine Rid, CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1"Reading ❑ Ordinance on 2i1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION Approve an amendment to the Fiscal Year 2019-20 Capital Improvement Program (CIP) to add Federal Clean Water Enterprise funds in the amount of $600,000 for the inclusion of the Warner Avenue Storm Drain Improvements Phase 1 — Main to Oak project. DISCUSSION The City of Santa Ana prepared and approved a Storm Drain Master Plan (SDMP) update in December 2018. The purpose was to evaluate the adequacy of the existing storm drain system, identify drainage deficiencies throughout the city, and recommend plans for solving drainage and flooding problems. The SDMP update provides comprehensive long-range planning for the implementation and development of drainage facility improvements, determines capital improvement costs, identifies grant opportunity programs, and discusses priorities for drainage improvements. The Warner Phase 1 — Main to Oak storm drain project (Exhibit 1) has been identified as a priority project in the Delhi Channel watershed. Upgrading the storm drain facilities in this area will reduce major flooding that could affect critical infrastructure such as fire department structures, hospitals, schools or business districts. The storm drain project is being conducted in coordination with the Warner widening project to be more cost effective and reduce flooding for this corridor. The Federal Clean Water Protection Enterprise budget has unspent funds in Fiscal Year (FY) 2019- 20, which must be allocated to a specific project in the FY 2019-20 CIP by June 30, 2020 to be available for expenditure and included in the carryforward for FY 2020-21. This funding source shall be used only for storm drain systems operation, and maintenance and pollution reduction under the current National Pollutant Discharge Elimination System (NPDES) permit issued by the Santa Ana Region of Water Quality Control Board in May 2009. The Warner Phase 1 storm drain 23B-1 Amendment to Fiscal Year 2019-20 CIP: Warner Avenue Storm Drain Improvements Phase 1 — Main to Oak Project May 19, 2020 Page 2 project meets the requirement of this funding source and is identified as a high priority project in SDMP. Additionally, the storm drain project is being conducted in coordination with the utility undergrounding process with various utility companies and the Warner Improvements project, which is ready for construction in the fall of 2020. The recommended budget allocation is necessary to augment the current budget allocation in Drainage Area Fee funds of $250,000 for the Warner Phase 1 Storm Drain Improvement Project in order to meet funding and coordination requirements. 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 Approval of the requested amendment to the FY 2019-20 CIP to add $600,000 of unspent FY 2019-20 Federal Clean Water Protection Enterprise funds currently budgeted in the Federal Clean Water Protection Enterprise Fund expenditure account (No. 05717640-66220). Funds will be available for expenditure as follows: Fiscal Year Accounting Unit -Account # Fund Description Accounting Unit, Account Description Amount Federal Clean Federal Clean Water FY 2019-20 05717640-66220 Water Protection Protection Enterprise, $600,000 Enterprise Improvements Other Than Building Total: $600,000 Exhibit: 1. CIP worksheet 23B-2 § �§ ■� §� §� §Uj ■§ / IL � ;§ § \ ) k t k /t )) &{) = aJ* �(£■®{ /» §m ■\a■r ( §ƒƒ§§A 9 E E 1010 k66 \ 66 § ■f§ 6 -)© §»} §§) �0w .a d! ■n WV mew � \ � ¥ � 4] 0 § z U L � § � � � : s ■ . IN § q \ { / REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: MAY 19, 2020 TITLE: APPROVED AWARD A CONSTRUCTION CONTRACT ❑ As Recommended TO ALL AMERICAN ASPHALT IN THE ElAmended ❑ OOrrdinance on 11' Reading AMOUNT OF $1,984,588 FOR THE LOCAL ❑ Ordinance on 2nd Reading STREET PREVENTATIVE MAINTENANCE ❑ Implementing Resolution FY 2019-20 PROJECT WITH AN ❑ Set Public Hearing For ESTIMATED TOTAL CONSTRUCTION DELIVERY COST OF $2,775,000 (PROJECT NO. 20-6907) (NON -GENERAL FUND) CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Award a construction contract to All American Asphalt, the lowest responsible bidder, in accordance with the base bid in the amount of $1,984,588, for construction of the Local Street Preventative Maintenance FY 2019-20 Project, for the term beginning upon execution of the contract and ending upon project completion, and authorize the City Manager to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney. Approve the Project Cost Analysis for a total estimated construction delivery cost of $2,775,000, which includes $1,984,588 for the construction contract, $298,000 for contract administration, inspection and testing, and a $492,412 project contingency (approximately 25% of the construction contract amount), paid with Measure M2 Local Fairshare funding. DISCUSSION The City's Pavement Management Program has been developed to identify the preventive maintenance requirements for the City's street network. The local street segments (Exhibit 1) recommended for the Fiscal Year 2019-20 Local Street Preventative Maintenance Capital Improvement Project have been identified as high priorities for slurry seal. The recommended work consists of preparing the roadway by performing minor pavement repairs, including localized replacement of asphalt concrete pavement, followed by slurry seal resurfacing, crack seal, striping, and signage. The improvements also include replacement of damaged concrete curbs, gutters, sidewalks, and curb ramps. Once completed, these improvements will improve the City's overall pavement condition, enhance the visual appearance of the street, upgrade ride quality, and support compliance with Americans with Disability Act standards. 23C-1 Award Construction Contract to All American Asphalt Local Street Preventative Maintenance FY 2019/20 Project May 19, 2020 Page 2 Public Outreach and Contractor Participation To provide an opportunity for local vendors to submit bids, a Notice Inviting Bids was advertised in the Orange County Register newspaper on March 26 and April 2, 2020, and bids were received electronically via the City's web -based electronic bidding system, PlanetBids, on April 14, 2020. Through the PlanetBids online portal, vendors may register to receive notifications on all current and future City projects, as well as download contract documents, receive project updates and submit bids electronically. A total of 535 vendors, including 32 located in Santa Ana, were notified of the project via PlanetBids. A total of 33 vendors requested bidding documents and five bids were received with none from Santa Ana. Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID 1 All American Asphalt Corona $1,984,588 2 Hardy & Harper, Inc. Lake Forest $2,154,000 3 R.J. Noble Company Orange $2,182,928 4 EBS General Corona $2,247,311 5 Excel Paving Co Long Beach $2,325,965 The five bids received were deemed responsive. All American Asphalt submitted the lowest responsive bid in the amount of $1,984,588 (Exhibit 2). Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to All American Asphalt in the amount bid (Exhibit 3). Project Delivery To deliver a complete project, in addition to the construction contract awarded to the lowest responsible bidder, the estimated total construction delivery cost of the project includes construction administration, inspection, and testing, along with an allowance for contingencies to account for unexpected or unforeseen conditions. Construction administration and inspection includes construction management; implementation of the City's Community Workforce Agreement requirements; inspection of the Contractor's work to ensure contract compliance, workmanship, and quality; and material testing. As indicated in the Cost Analysis (Exhibit 4) and as summarized in the table below, the estimated total construction delivery cost of the project is $2,775,000. Construction Contract $1,984,588 Construction Administration, Inspection, and Testing $298,000 Contingencies $492,412 ESTIMATED CONSTRUCTION DELIVERY COST $2,775,000 Project funds will cover all staffing costs for delivery of this capital project. STRATEGIC PLAN ALIGNMENT 23C-2 Award Construction Contract to All American Asphalt Local Street Preventative Maintenance FY 2019/20 Project May 19, 2020 Page 3 Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe, and aesthetically pleasing for all users), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard), and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment Plan). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER-2019-81 was filed for the project. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total construction delivery cost of the project is $2,775,000, which includes the construction contract, contract administration, inspection, testing, and project contingency. The following table summarizes the funds budgeted in the FY 2019-20 Capital Improvement Program to deliver construction of this proiect: ACCOUNTING ACCOUNTING UNIT - FISCAL UNIT - ACCOUNT FUND YEAR NO. DESCRIPTION ACCOUNT NO. AMOUNT PROJECT NO. DESCRIPTION FY 2019- 03217662-66220 Measure M- Measure M2 Local Street Fairshare, Improvements $2,775,000 20 (20-6907) Construction Other Than Building Total $2,775,000 All funds are scheduled for expenditure in Fiscal Year 2020-21. IXVJLe7L1Le71240 Exhibits: 1. Location Map 2. Bid 3. Construction Contract 4. Cost Analysis 23C-3 PREVENTATIVE MAINTENAN( NEIGHBORHOOD BOUNDAR) NEIGHBORHOODS: 15 - BRISTOL / WARNER 16-LAURELHURST 18 - CENTENNIAL PARK 20 - MID -CITY 21-ARTESIA PILAR 33-SHADOW RUN 35 -VALLEY ADAMS SANTA ANA EXHIBIT 1 17TW CT WARNER AVE PROJECT 20-6907 LOCAL STREET PREVENTATIVE FY 2019/20 MAINTENANCE PAGE 1 OF 1 23C-4 City of Santa Ana EXHIBIT 2 Local Street Preventative Maintenance FY 19120 (Project 20-6907), bidding on April 14, 2020 2:00 PM (Pacific) Primed 042412020 Bid Results Bidder Details Vendor Name All American Asphalt Address 400 E. Sixth Street Corona, CA 92879 United States Respondee Jim McGee Respondee Title Project Manager Phone 951-736-7600 Ext. Email publicworks@allamericanasphalt.com Vendor Type CADIR License 4 267073 CA DIR Bid Detail Bid Format Electronic Submitted April 14, 2020 1:50:06 PM (Pacific) Delivery Method Bid Responsive Bid Status Submitted Confirmation 4 206470 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name File Type Bid Documents- All American Asphalt Local Street Preventative Maintenance Bid Documents.pdf General Forms Ownership Affidavit- All American Asphalt Local Street Preventative Maintenance Ownership Ownership Affidavit (Notary Affidavit.pdf Public) - REQ Original Hard Copy Submittal in Addition Bid Bond- All American Asphalt Local Street Preventative Maintenance Bid Bond.pdf Bid Bond Guaranty (Notary Public) - REQ Original Hard Copy Submittal in Addition Non -Collusion Affidavit- All American Asphalt Local Street Preventative Maintenace Non Collusion Non -Collusion Affidavit Affidavit.pdf (Notary Public) - REQ Original Hard Copy Submittal in Addition Line Items Type Item Code UOM Oty Unit Price Line Total Comment Base Bid Items 1 Unclassified Excavation* CY 740 $145.00 $107,300.00 2 Cold Milling (1.5'-T')* SF 254300 50.30 $76,290.00 3 Cold Milling (5)* SF 11800 51.00 $11,800.00 City of Santa Ana Page 2 Local Street Preventative Maintenance FY 19120 (Project 20-6907), bidding on April 14, 2020 2:00 PM (Pacific) Primed 042412020 Bid Results Type Item Code UOM Qty Unit Price Line Total Comment 4 Asphalt Concrete (AC Pavement)* TN 3570 $73.00 $260,610.00 5 Rubberized Emulsion Aggregate Slurry (REAS) Type II* TN 1600 $630.00 $1,008,000.00 6 Construct PCC Curb & Gutter (A-2-6)* LF 1080 $45.00 $48,600.00 7 PCC Curb Ramp* SF 6300 $10.00 $63,000.00 8 Construct PCC sidewalk (T=4")* SF 3310 56.80 $22,508.00 9 PCC Cross Gutter* SF 12800 $16.00 $204,800.00 10 Root Shave* EA 32 $370.00 $11,840.00 11 Adjust Manhole Frame & Cover to Finished Grade EA 24 $600.00 $14,400.00 12 Adjust Water Valve Frame & Cover to Finished Grade EA 49 $600.00 $29,400.00 13 Crack Sealing LS 1 $52,000.00 $52,000.00 14 Protection of Surface Utility Frames and Covers LS 1 $1,500.00 $1,500.00 15 Remove Existing Striping, Pavement Legends, and Markers LS 1 $18,900.00 $18,900.00 16 Furnish & Install Traffic LoopS Type E EA 4 $455.00 $1,820.00 17 Signing & Striping LS 1 $38,300.00 $38,300.00 18 Project Advertisement Sign LS 2 $760.00 $1,520.00 19 Labor Agreement Oversight LS 1 $12,000.00 $12,000.00 Subtotal $1,984,588.00 City of Santa Ana Page 3 Local Street Preventative Maintenance FY 19120 (Project 20-6907), bidding on April 14, 2020 2:00 PM (Pacific) Primed 042412020 Bid Results Type Item Code UOM Qty Unit Price Line Total Comment Asterisk Notes (Per Section 3-2 of Standard Specifications) - NOT part of Total Bid Calculation 20 * = The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantitiy used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. EA 0 0 0 21 t = This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. EA 0 0 0 Subtotal 0 Total $1,984,588.00 23C-7 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Milegas COUNCILMEMBERS Phil Bacerra Cecilia Igleslas David Penaloza Vicente Sarmiento Jose Solono April 2, 2020 ADDENDUM No. ONE CITY OF SANTA ANA Public Works Agency — Design Engineering 20 Civic Center Plaza, M-36 • P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.oro CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez SUBJECT: Project 20.6907 Local Street Preventative Maintenance Fiscal Year 2019-2020 The following changes have been made to Specifications for the subject project: Specifications 1. TABLE OF CONTENTS, i to iii: Replace TABLE OF CONTENTS (i to iii) with attached TABLE OF CONTENTS (i to iii) 2. PROPOSAL, P-1 to P-17: Replace Proposal section (P-1 to P-16) with attached Proposal section (P-1 to P-17). • Added P-17 STATEMENT REGARDING COMMUNITY WORKFORCE AGREEMENT (CWA) REQUIREMENTS CONTRACTOR MUST ACKNOWLEDGE PROJECT CWA REQUIREMENTS AS PART OF BID SUBMITTAL This addendum includes 21 pages (including this page). ALL OTHER ITEMS REMAIN FOR THE CITY OF SANTA ANA Edwin "William" Galvez, P.E. Public Works Agency City Engineer SANTA ANA CITY COUNCIL 14gw A. PUW J"m VA.", Vif wear Vw hard Mn g .b+s 9addo PIe BaWra GUW IgISWs Naya Maya Pm Tam, Mm5 wamI WrN2 WN] We1d6 Wudd ...niee®w"e-ena.a iNoeoe�ume-eru.�ve nnienn®aam..me.ao dw.Nomft.na. 119 eeecx�aiIDunu.au i.Y �YYYiY®••e1•-Oe• O .Wa 23C-8 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount I Unclassified Excavation* 740 CY S l u r $ I n 1 O 2 Cold Milling (1.5" — 2")* 254,300 SF $ / O $ 3 Cold Milling (6")* 11,800 SF $ I $ Iwo 4 Asphalt Concrete (AC Pavement)* 3,570 TN $ rl '1 $ 'no �In UG I 0 VI 5 Rubberized Emulsion Aggregate Slurry (REAS) Type II* 1,600 TN $�n 10 W `U V 6 Construct t2ons r ct PCC Curb and Gutter 1,080 LF $ $ 7 PCC Curb Ramp* 6,300 SF $ $ 2 0 o O Jn 8 Construct PCC Sidewalk T=4" * 3,310 SF $� O $ (0 !JJ 9 PCC Cross Gutter* 12,800 SF $ 1 1 n $10 (A� n D 10 Root Shave* 32 EA $ J $ I l U V I I Adjust Manhole Frame & Cover to Finished Grade 24 EA $ 0 0 (OVO $ woo �'l `'1 12 Adjust Water Valve Frame & Cover Finished Grade 49 EA $� o $ �� 4 0 13 Crack Sealing 1 LS 51000 $ 5UV 14 Protection of Surface Utility Frames and Covers 1 LS $11 Q D $ I f o O l!� 21#%'%#P--ff%7 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 Item Description Qty Unit Unit Price Amount 15 Remove Existing Striping, Pavement Legends, and Markers 1 LS I 00 "l Q O 16 Furnish and Install Traffic Loops Type E 4 EA $ 5 J J $ I O 17 Signing & Striping 1 L5� 3oti $ n O 18 Project Advertisement Sign 2 LS $ 19 Labor Agreement Oversight I LS $12,000 $12,000 TOTAL BASE BID $ I 1 � " • D D The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. f This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within eighty (80) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $4,000 per calendar day. Name of Firm All American Asphalt Signature of BIDDER Title Edward J. Carlson, Vice President (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) Corporation, All American Asphalt Mark Luer, President Edward J. Carlson, Vice President Michael Farkas, Secretary CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm All American Asphalt Signature of BIDDER Title Edward J. Carlson, Vice President (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) Corporation, All American Asphalt Mark Luer, President Edward J. Carlson, Vice President Michael Farkas, Secretary CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he/she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: All American Asphalt Business Address: 400 E 6th Street, Corona, CA 92879 Business E-Mail Address: publicworks@allamericanasphalt.com Telephone: 951-736-7600 State Contractor's License No. and Class: 267073 Class: A, C-12 License Expiration Date: 1/31/2022 State Dept. of Industrial Relations (DIR) Registration No.: 1000001051 State Dept. of Industrial Relations (DIR) Registration Expiration Date: 1 06/30/2020 Signed: Title: Edward J. Carlson, Vice President CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm All American Asphalt Signature of 1311 Title Edward J. Carlson, Vice President (if an individual, so state) Corporation, All American Asphalt Mark Luer, President Edward J. Carlson, Vice President Michael Farkas, Secretary F ' CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF ORANGE I SS: CITY OF SANTA ANA ) Eftwd J. cansm , being duly swom. deposes and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he/she is a member of the co•pannership firm designated as: and who has been and is duly vested with the authority to make and execute instruments for the co -partnership by: who constitute the other members of the co -partnership. ®CORPORATION That he is of, a corporation which is making the foregoing proposal: ❑ JOINT VENTURE That he is of: one of the parties making the foregoing proposal as a joint venture, and the he/she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secure any advantage against the City of Santa Ana or any person interested in the proposed contract, for himself or any other person. Signatu Bider Edward J. Carlson. Vice President) Subscribed and sworn to before me this,% day of 20 i>= Signature of officer Admin+�ering Oath (Notary Public) P-6 of P-17 23C-14 CALIFORNIA JURAT GOV CODE § 8202 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside KENONA NA2ARI NOUry Publk - Calllornia - Rlverstde County F Commission Y 3318601 '' My Comm, Expires Jan 10, 2024 - Plett Notary aW Above Subscribed and sworn to (or affirmed) before me on this 9th day of April 2020, Date Month By (1) Edward J. Carlson Name of Signer Proved to me on the basis of satisfactory evidence be the person who appeared before me (.) (,) (and (2) Name of Signer Proved to me on the basis of satisfactory evidence be the person who appeared before me.) Signature Signature of Not Public OPTIONAL Though the information below is not required by law, R may prove valuable to person retying on the document and could prevent fraudulent removal and reattachment of this form to another document. Further Description of Any Attached Document Title or Type of Document Ownership Affidavit Santa Ana Document Date: 4-9.2020 Number of Pages: 1 Signer(s) Other Than Named Above: None 23C-15 Bond No.08597423 Bid Date: 04/14/2020 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAIN I EN'ANCE FY 2019-20 BID BOND KNOW ALL PRESENT that. All American Asphalt as BIDDER. and Fidelity and Deposit Company of Maryland as SURETY. are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY_ in the penal sum ot'_ Ten Percent of Total Amount Bid----- Dollars ($10% of Bid ), which is ten percent (100,'o) of the total amount bid by BIDDER to AGENCY for the abnve-stated project. for the payment of which sum. BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. 1HE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated project. if said bid is r41ected. or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified. then this obligation shall be null and void. otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles. hands, and seal this 6th day of April . 2020. ili1L7.'Itii SURETY" Fidel*rk s Compan of Ma land - 777 S. FI ueroa Street, Suite 3900, Lo�Angeles, �270-0600 017 Davi Wiiliaorney-in-Fact.ubsworn 0 before me '•Please See Attached** this day of .20 . Signature: Notary Public in and for the County of . State of Provide BIDDER/ SURETY name. address. and telephone number and the name. title. address, and telephone number of authorized representative. P-7 of P-17 23C-16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached. and not the truthfulness. accuracv. or validity of that document. State of California County of Riverside On April 13, 2020 before me, Kenona Nazari, Notary Public Date Here Immt name aM Tile a tna nmcer personally appeared Edward J. Carlson Nam W 6ipner� who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/afe subscribed to the within instrument and acknowledged to me that he/shekhey executed the same in hisAmwilheir authorized capacity("), and that by hisAmm4heir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. KENONA NA2ARI Notary publiC. California I certify under PENALTY OF PERJURY under the laws of the State of ' Ilherside County California that the forgoing paragraph is true and correct. Commission 8 2318601 My Comm. Expires Jan 10, 2024 WITNESS my hand a 9fficial seal. Signature Piwe Notary Seal New. � signature oIxiary Public OPTIONAL Though the information below is not required by law, it may prove valuable to person relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document Bid Bond City of Santa Ana Document Date: April 6 2020 Number of Pages: 3 Signer(s) Other Than Named Above: William Svrkin Attomey-in-Fact Capacity(!") Claimed by Signer(*) Signers Name: Edward J. Carlson Signer's Name: ❑ Individual ❑ Individual X Corporate Officer—TRIe(s): Vice President ❑ Corporate Officer— dle(s): ❑ Partner L c Limited n General ❑ Partner l e Limit d o General ❑ Attomey in Fad ❑ Attomey in Fa -oo aL`�.n[ ,xe Top W Numb here ❑ Trustee ❑Trustee in Other: ❑ Other: Signer is Representing: Signer is Representing: All American Asphalt 23C-17 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § tISO 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 _ ) On 04/06/2020 before me, Litiana Gomez, Notary Public Date Here Insert Name and Title of the Officer personally appeared William Syrkin NameKof Signers) who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same In his/herithak authorized capacity(ies), and that by his/head heir signatureZt} on the instrument the person(* or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph s true and correct. ( o nNacoM z1iWITNESS my hand and official seal. 9e d v � �I �dltor5id \ wi co r. _a l •, �i ie, zM Signature 4- Signature of NiStary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Bid Bond Document bate: 04/06/2020 Number of Pages: One I Signer(s) Other Than Named Above: All American Asphalt Capacity(les) Claimed by Signer(s) Signer's Name: William Syrkin 0 Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General Individual 9?Attomey in Fact ❑ Trustee ❑ Guardian or Conservator C Other: Signer Is Representing: Fidel and Deposit Company of Maryland Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — 11 Limited ❑ General Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator it Other: Signer is Representing: 02014 National Notary Association • www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item 05907 23C-18 EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V, Section 8, Attorneys -in -Fact. The Chief Executive Officer, the President, or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attorneys -in -fact with authority to execute bonds, policies, recognimces, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorim any officer or any such attomey-in-fact to affix the corporate seal thereto; and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE I, the undersigned, Secretary of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that Article V, Section 8, of the By - Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 098. RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Company may be affixed by facsimile on any Power of Attorney ... Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 51h day of May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the IOth day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice -President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seals of the said Companies, this 5th day of Apol 1 22020 R nw o �•••..... Tb� By: Brian M. Hodges Vice President TO REPORT A CLAIM WITH REGARD TO A SURETY BOND, PLEASE SUBMIT A COMPLETE DESCRIPTION OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND, THE BOND NUMBER, AND YOUR CONTACT INFORMATION TO: Zurich Surety Claims 1299 Zurich Way Schaumburg, IL 60196.1056 www repoMfelaims(hurichna corn 800-626-4577 23C-19 ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State of New York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Illinois, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Illinois (herein collectively called the "Companies'), by Robert D. Murray, Vice President, in pursuance of authority granted by Article V, Section 8, of the By -Laws of said Companies, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute, and appoint William SYRKIN, Rebecca HAAS-BATES, Sergio D. BECHARA and Richard ADAIR, all of Irvine, California, EACH, its true and lawful agent and Attomey-in-Fact, to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and all bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8, of the By -Laws of said Companies, and is now in force. IN WITNESS WHEREOF, the said Vice -President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this I Ith day of June, A.D. 2019. 7 sa`��t.ei sa, ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND By: Robert D. Murray Vice Presidenl By: Dawn E. Brown Secretory State of Maryland County of Baltimore On this I Ith day of June. A.D. 2019, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, Robert D. Murray, Vice President and Dawn E. Brown, Secretary of the Companies, to me personally known to be the individuals and officers described in and who executed the preceding instmmen6 and acknowledged the execution of same, and being by me duly swom, depaseth and saith, that he'she is the said officer of the Company aforessid, and that the seals affixed to the preceding instrument are the Corporate Sals of said Companies, and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said insoutnent by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. unyq. Constance A. Dunn, Notary Public My Commission Expires: July 9, 2023 23C-20 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 LIST OF SUB -CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: %s% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: Y2% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name Sul n License #/Exp. DIR Reg.#/Exp. Location Phone Type Of Work Amount $ Name j U V� License #/Exp. DIR Reg. #/Exp. License # Location (11 Phone Type Of Work Amount $ 4�! Name License #/Exp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $ Signa in re ofBBidder Edward J. Carlson, Vice President b Name Y(1 > License #/Exp l0 3O 22 DIR Reg. #/Exp _f P-7 Location Phone Type Of Work Amount $ License #/Exp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # _ Location Phone Type Of Work Amount $ CO - CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. 1. City of Simi Valley 2929 Tapo Canyon Rd. Simi Valley, CA. 93063 Name and Address of Owner. Sarah Sheshebor805-583-6792 Name and Telephone Number of person familiar with project. $510.124.25 Street Rehabilitaiton 08/2019 Contract Amount Type of Work County of Ventura 501 Poli Street Ventura, CA. 93001 Name and Address of owner. Christopher Solis 805-654-2054 Date Completed Name and Telephone Number of person familiar with project. %3 919 808 95 Resurfacing Project 12/2019 Contract Amount Type of Work 3, City of Stanton 7800 Katella Avenue, Stanton CA. 90680 Name and Address of owner. Guillermo Perez 714-890-4202 Name and Telephone Number of person familiar with project. B3ilr:c�:I- ' I] Contract Amount Street Resurfacing Type of Work Date Completed 1212019 Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Broker/ Surety: Fidelity and Deposit Company of Maryland- 777 S. Figueroa St. #3900 Los Angeles, CA. 90017 (213)207-0600 Agent: Millennium Corpoate Solutions- 5530 Trabuco Road Irvine, CA. 92620 (949) 857-4500 Insurance: Edgewood Partner's Insurance Center- 3633 Inland Empires Blvd. Suite 640 Ontario CA. 91764 (909)919-7513 _ cf CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. 1. City of Compton 205 S. Willowbrook Avenue, Compton CA. 90220 Name and Address of Owner. .John Strictland (310)605-5505 Name and Telephone Number of person familiar with project. $1,019,100.00 Road Repair 10/2019 Contract Amount Type of Work Date Completed 2, City of San Clemente 910 Calle Negocio San Clemente, CA. 92673 Name and Address of owner. Darra Koger (949)361.3138 Name and Telephone Number of person familiar with project. $384,405.00 Street Rehabilitaiton 1012019 Contract Amount Type of Work Date Completed 3, City of Fontana 8353 Sierra Avenue Fontana, CA. 92335 Name and Address of owner. Kimberly Young (909)350-7632 Name and Telephone Number of person familiar with project. $5,023,730.00 Contract Amount Improvements Type of Work 10/2019 Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Broker/ Surety Fidelity and Deposit Company of Maryland-777 S. Figueroa St. #3900 Los Angeles CA. 90017 (213)270-0600 Millennium Corpoate Solutions- 5530 Trabuco Road Irvine, CA. 92620 (949) 857-4500 Insurance: Edgewood Partners Insurance Center- 3633 Inland Empire Blvd. Ontario CA. 91764 (909)919-7513 z3CL23 2019 PAST WORK REFERENCES City of Simi Valley 2929 Tapo Canyon Rd. Simi Valley, CA 93063 Contact: Sarah Sheshebor (805)583-6792 sshesheb[cD.sim ivallev. orq County of Ventura 501 Poli Street Ventura, CA 93001 Contact: Christopher Solis (805) 654-2054 ch ris. so I i sevent u ra. orq City of Stanton 7800 Katella Avenue Stanton, CA. 90680 Contact: Guillermo Perez (714) 890-4204 a perez(fti. stanton.ca. us City of Compton 205 S. Willowbrook Avenue Compton, CA. 90220 Contact: John Strictland (310) 605-5505 istrictlandCa)com ptoncity.orq City of San Clemente 910 Calle Negocio San Clemente, CA. 92673 Contact: Darra Koger (949) 361-3138 koaerDOsan-cemente. orq City of South Gate 8650 California Avenue South Gate, CA. 90280 Contact: John Rico (323) 563-9594 irlcoosogate.org Simi Valley Minor Street Rehabilitation Contract Amount: $510,124.25 Start Date: 07/2019 End Date: 08/2019 Yerba Buena Area Resurfacing Project Contract Amount: $3,919,808.95 Start Date: 06/2019 End Date: 1212019 2019 Citywide Street Resurfacing Contract Amount: $1,206,869.00 Start Date: 10/2019 End Date: 12/2019 Road Repair Service (Pothole Repair) Contract Amount: $1,019,100.00 Start Date: 08/2019 End Date: 11/2019 Street Rehabilitation for S. Avenue LA Esperanza Contract Amount: $384,055.00 Start Date: 09/2019 End Date: 10/2019 Circle Park Driveway Project Contract Amount: $268,576.00 Start Date: 06/2019 End Date: 09/2019 23C-24 2019 PAST WORK REFERENCES Pardee Homes 1250 Corona Pointe Court, Ste. 600 Corona, CA. 92879 Contact: Nick Lasher (951) 428-4442 nick. lasher ali7.oardeehomes.com City of Fontana 8353 Sierra Avenue Fontana, CA. 92335 Contact: Kimberly Young (909) 350-7632 kyoun-g(&fo nta na. o ro DR Horton 2280 Wardlow Circle Ste. 100 Corona, CA. 92880 Contact: Keith Alex (951) 830-5872 kalex0drhorton.com City of Ontario 2201 Dupont Dr. #300 Irvine, CA. 92612 Contact: Kavous Emami (909) 628-6234 Irvine Community Development Company 550 Newport Center Dr. Ste. 550 B2 Newport Beach, CA. 92660 Contact: Mike Morse (949) 720-2560 City of Downey 11111 Brookshire Avenue Downey, CA. 90241 Contact: Desi Gutierrez, (562) 904-7110 dg utierradownevca. o ro Railroad Canyon Widening Contract Amount: $5,062,746.00 Start Date: 11/2018 End Time: 08/2019 Citrus Avenue Improvements Contract Amount: $502,730.00 Start Date: 08/2018 End Date: 10/2019 Singlton Road Contract Amount: $1,684,000.00 Start Date: 07/2018 End Date: 12/2019 Eucalyptus Street Improvements Contract Amount: $1,580,580.00 Start Date: 3/2018 End Date: 10/2019 Portola Springs PA-6 Enclave 5B Phasel, 2 Contract Amount: $2,055,055.00 Start Date: 09/2018 End Date: 12/2019 FY 18/19 Slurry Seal Project Contract Amount: $313,425.87 Start Date: 06/2019 End Date: 1212019 23C-25 2019 PAST WORK REFERENCES City of Chino PO Box 667 Chino, CA. 91708 Contact: Dustin Postovoit (909) 334-3415 apostovoit(Mcitvofchino. oro City of Lancaster 44933 Fern Avenue Lancaster, CA. 93534 Contact: Greg Wilson (661) 570-8003 gwilson aacitvoflancasterca.org City of Colton 650 N. La Cadena Dr. Colton, CA. 92324 Contact: Victor Ortiz (909) 370-5099 vortiz@coltonca.gov City of Cathedral City 68700 Ave Lalo Guerrero Cathedral City, CA. 92234 Contact: John A. Corella (760) 770-0349 4corell a0cathedralcity. pov City of San Clemente 910 Calle Negocio San Clemente, CA. 92673 Contact: Gary Voborsky (949) 361-6132 voborskvo0san-Clemente. ora County of Orange 300 N. Flower Street Santa Ana, CA. 92703 Contact: Stephen Clayton (714)955-0206 Stephen. clavtonCo)ocpw. ocaov. com Slurry Seal Maintenance Work Contract Amount: $372,805.00 Start Date: 112019 End Date: 12/2019 2018 Pavement Management Program Contract Amount: $2,720,103.65 Start Date: 3/2019 End Date: 12/2019 FY 18-19 Asphalt Paving Project Contract Amount: $1,377,700.00 Start Date: 3/2019 End Date: 1112019 Ortega Road Widening Contract Amount: $459,998.00 Start Date: 2/2019 End Date: 12/2019 Arterial Street Pavement Maintenance Contract Amount: $1,187,187.00 Start Date: 312019 End Date: 712019 JOC Pavement Maintenance Contract Amount: $4,500,000 Start Date: 07/2019 End Date: 10/2019 23C-26 2019 PAST WORK REFERENCE City of Lake Elsinore SB-1 Lincoln St Pavement Rehabilitation 130 S. Main Street Contact Amount: $833,360.00 Lake Elsinore, CA. 92530 Start Date: 6/2019 Contact: Nicole McCalmont (951) 674-3124 End Date: 10/2019 n mcalmont(&Iake-elsi nore. oro City of Inglewood One W. Manchester Blvd Inglew000d, CA. 90301 Contact: Lea Reis (323) 260-4703 Ireise,koacoro.com North La Brea Avenue Contract Amount: $4,540,992.20 Start Date: 11/2018 End Date: 12/2019 23C-27 PAST WORK REFERENCES 2018 City of Moreno Valley 14177 Frederick St. P.O. Box 88005 Moreno Valley, CA 92552. Contact: Henry Ngo, P.E.. (951) 413-3106 henryii(i moval.org City of Aliso Viejo 12 Journey Street Ste # 100 Aliso Viejo, CA 92656 Contact: Mari Shakir, (949) 425-2556 M shaki rc i tvgfa l isoviejo.c om City of Laguna Niguel 30111 Crown Valley Parkway Laguna Niguel, CA 92677 Contact: Frank Borges, (949) 632-4300 FBot'Us ci?citvollaeunauiguel.oro City of Jurupa Valley 8304 Limonite Avenue Suite M Jurupa Valley, CA 92509 Contact: Chase Keys, (951) 332-6464 ckeysnnjurupavalley.ore City of Irwindale 5050 N. lnvindale Avenue lnvindale, CA 91706 Contact Richard Cotpis, (626) 430-2200 rcorpis(c nkvndakeCA.eov Allessandro Blvd, Street Improvements at Chogall Court and Graham Street Contract Amount: $445,821.50 Start: 05/2018 Complete: 1 1 /2018 Aliso Creek and Road Rehab Contract Amount: $657,770.00 Start: 05/2018 Complete: 10/2018 FY 17-18 Alicia Parkway Arterial Pavement Rehab Contract Amount: $2,211,700.00 Start: 08/2018 Complete: 11 /2018 Van Buren Blvd. Pavement Rehab PH2 Contract Amount: $781,845.00 Start: 08/2018 Complete: 09/2018 Irwindale 2017-2018 Resurfacing Project Contract Amount: $285,503.10 Start: 07/2018 Complete: 08/2018 County of Los Angeles Pine Canyon Road P.O. Box 7508 Contract Amount: $3.288,999.00 Alhambra, CA 91802 Start: 06J2018 Contact: Hoda Hassan, (626) 458-3144 Complete: 11/2018 HHA SSAN;r"i^dpw.lacountov 23C-28 PAST WORK REFERENCES 2018 City of Rolling Hills Estates 2017-18 Street Resurfacing Project 4045 Palos Verdes Drive Contract Amount: $1,203,292.50 Rolling Hills Estates, CA 90274 Start: 03/2018 Contact: Scott Gibson (909) 210-0548 Finish: 09/2018 n oasrlh -men .com_ City of Huntington Beach Heil and Main Street 2000 Main Street Contract Amount: $2,285,562.00 Huntington Beach, CA 92648 Start: 11/2017 Contact: Jim Escutia (714) 536-5525 Finish: 06/2018 ksculia/it)surfc� City of Fontana Valley Blvd. Median Improvement Project 8353 Sierra Avenue Contract Amount: $164,715.00 Fontana, CA 92335 Start: 03/2018 Contact: Jazmine Pena (909) 350-6648 Finish: 05/2018 jpenafa�fontana oig City of Lake Forest Bake Parkway at Trabuco Road 25550 Commercentre Drive Contract Amount: $121,621.00 Lake Forest, CA 92630 Start: 02/2018 Contact: Taylor Abernathy, (949) 461-3490 Finish: 06/2018 tabernathy crAakeforestca.eov City of La Quinta Contact: Ubaldo Ayon Jr., (760)777-7051 74-495 Calle Tampico FY 16-17 Phase 2 Desert Club La Quinta, CA 92253 Contract amount: S697,474.76 uavon ada- uinta.orc Start date: 06/2017 Finish date 12/2017 City of Canyon Lake Slurry Seal FY 2017-2018 Railroad Canyon/ 31516 Railroad Canyon Road Canyon Lake Drive Canyon Lake, CA 92587 Contract amount $263,241.63 Contact: Kenneth Bailey, (951) 244-2955 Start date: 03/2018 kennethbailevi(tcaa1)rotessionaIs.coin Finish date: 12/20t8 23C-29 PAST WORK REFERENCES 2018 City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Contact: Alfred Castanon, (949) 644-3314 AC astanon(a:) i ie%vkortbeaehca. Town of Apple Valley 14955 Dale Evans Parkway Apple Valley, CA 92307 Contact: Rich Berger, (760) 240-7000 ext 7530 rbereertr7i annlevalley.oro West Coast Highway Landscape Improvements, Phase 1, Contract No. 7189-1 Contract amount: $604,284.50 Start date: 0612018 Finish date: I 1 /2018 Navajo Road Rehabilitation Contract amount: $849.182.00 Start date: 0712017 Finish date: 12/2017 City of Indian Wells Cook Street Rubberized Pavement Overlay 44-950 Eldorado Drive Contract amount: $599,599.59 Indian Wells, CA 92210 Start date: 05/2018 Contact: Ken A. Seumalo, P.E., (760) 346-2489 Finish date: 12/2018 ksenmaloiCl)Indiall Wells.com 23C-30 PAST WORK REFERENCES 2017 City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 Contact: Romeo David, (909)477-2740 Rorneo.DavidC,cityofrc us City Of Temecula 41000 Main Street Temecula, CA 92590 Contact: William Becerra, (951)694-6444 Will. bece rra (c—otemecula.gov Town Of Apple Valley 14955 Dale Evans Pkwy Apple Valley, CA 92307 Contact: Rich Berger, (760)240-7000 rbereer@dopleyallev.org City Of Victorville 14343 Civic Dr. Victorville, CA 92392 Contact: Carlos Seanez, (760)955-5162 cseanez @victorvilleca.6oy Base Line Rd, pavement Rehab. Contract Amount: $1,130,470 Start: 05/2017 Completed: 07/2017 Margarita Road Pavement Rehab Contract Amount: $2,577,770 Start: 05/2017 Completed: 11/2017 Navajo Road Rehabilitation Contract Amount: $849,182 Start: 08/2017 Completed: 11/2017 Water Warehouse H1 Paving Project Contract Amount: $251,008 Start Date: 04/2017 Completed: 06/2017 City Of Santee Citywide Slurry Seal & Roadway 10601 Magnolia Ave Building 4 Maintenance 2017 Santee, CA 92071 Contract Amount: $285,061.90 Contact: Toby M. f_spinola, P.E., (619)258.4100 Start: 06/2017 tobyespinola@cityof;anteeca.nov Completed:10/2017 23C-31 PAST WORK REFERENCES 2017 City Of Yucaipa 34272 Yucaipa Blvd. Yucaipa, CA 92399 Contact: John Larose,(909)797-2489 Ilarose@yucaipa.org City Of West Covina Eclipse Way & Jennifer PI West Covina, CA 91792 Contact: Hany Demitri, (626)939-8445 Hany.DemltriPwestcoyina.goV 2015-2016 Micro -Surfacing Program Project No.11043 Contract Amount: $252,379.06 Start: 07/2017 Completed: 08/2017 Residential Street Rehabilitation SP 17038 Contract Amount: $469,960.70 Start: 05/01/17 Completed: 06/09/2017 City Of Highland 2015-16 CDBG Streets Pavement McKinley Ave & 9`h St Improvements San Bernardino, CA 92410 Contract Amount: $823,389.68 Contact Name: Carlos Zamano, (909)864-8732 Start: 06/05/17 czamano cityofhighland.org Completed:10/13/17 County Of Riverside Gilman Springs 2950 Washington Street Contract Amount: $1,662,671.20 Riverside, CA 92504 Start: 11/2016 Contact Name: Justin Robbins, (951)955-6885 Completed: 08/2017 JROBBINS@rctlma.org City Of Palm Springs Taxiway J Rehabilitation 3400 E. Tahquitz Cyn Way Ste 1 Contract Amount: $291,482.99 Palm Springs, CA 92262 Start: 09/2017 Contact Name: Robert Denning, (541)324-7321 Completed: 10/2017 Robe rt.denning @0aecom.com 23C-32 PAST WORK REFERENCES 2016 City of Riverside 2014/2015 Preservation and Maintenance 3900 Main St. Contract Amount: $3,400,725.00 Riverside, CA 92501 Start: 012016 Contact: Steve Howard, (951)826-5708 Completed: 06/2016 City of Rancho Santa Margarita 2212 El Pasco Rancho Santa Margarita, CA 92688 Contact: Max Maximous, (949)635-1800 City of Diamond Bar 21810 Copley Drive Diamond Bar, CA 91765 Contact: Kimberly Young, (909) 839-7044 City of Bell 6330 Pine Avenue Bell, CA 90201 Contact: Dahi Kim. (323)923-2628 Department of "rransportation 72-800 Dinah Shore Dr. Ste. 104 105 Palm Desert, CA 92211 Contact: Khoi Vu, (951) 232-6263 Department of Transportation 3251 '/C University Dr. Trailer No. 2 Irvine, CA 92612 Contact: Peter Shieh, (949)279-8636 City of Victorville 14343 Civic Drive Victorville, CA 92392 Contact: Bruce Miller, (760) 269-0045 Annual Residential Overlay Contract Amount: $245.190.00 Start: 0112016 Completed: 09/2016 Grand Ave. Beautification Project Contract Amount: $1,939,000.00 Start: 08/2015 Completed: 0512016 Florence Avenue Overlay Contract Amount: $643,000.00 Start: 04/2016 Completed: 092016 Route I11, Contract No. 08-IC4604 Contract: $1,536,207.00 Start: 04/2016 Completed: 0912016 Route 73, Contract No. 12-OM 1104 Contract Amount: $1,545,163.00 Start: 4/2015 Completed: 07/2016 Bear Valley Road Reconstruction Contract Amount: $2,611,215.00 Start: 04/2016 Completed: 0712016 23C-33 PAST WORK REFERENCES 2016 City of Perris 101 N. D Street Perris, CA 92570 Contact: Brad Brophy, (951)943-6504 City of Palos Verdes Estates 340 Palos Verdes Drive West Palos Verdes Estates, CA 90274 Contact: Ken Rukavina, (310)378-0383 City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Contact: Alfred Castanon, (949)644-3314 City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Contact: Frank Tran, (949)644-3340 City of Aliso Viejo 12 Journey, Suite 100 Aliso Viejo, CA 92656 Contact: Chris Tame, (949)425-2531 4" Street Improvement Project Contract Amount: $545,680.00 Start Date: 03/2016 Completed: 07/2016 FY 15-16 St. Resurfacing & Slurry Seal Project Contract Amount: $876,455.00 Start: 1 1 /2015 Completed: 06/2016 Corona Del Mar Entry Improvements Contract Amount: $497,497.00 Start Date: 02/2016 Completed: 05/2016 Cameo Shores Pavement Reconstruction Contract Amount: $3,363,363.00 Start Date: 06/2016 Completed: 12/2016 Pacific Park Rehab. -Chase to 73 Fwy Contract Amount: $633,633.00 Start Date: 10/2016 Completed: 12/2016 23C-34 PAST WORK REFERENCES 2015 City of Hawthorne 4455 W. 162i' Street Hawthorne, CA 902.50 Contact: Heecheol Kwon, (310) 349-2980 City of Inglewood One Manchester Blvd, 3' Floor Inglewood, CA 90301 Contact: Hunter Nguyen, (310) 412-4252 County of Ventura 800 S. Victoria Ave Ventura, CA 93009 Contact: Jeewoong Kim, (805) 654-3987 City of Montclair 51 1 1 Benito Street Montclair, CA 91763 Contact: Steve Stanton, (909) 625-9444 Hawthrone Blvd Reconstruction Contract Amount: $12,579,000.00 Start: 4/2014 Completed: 5/2015 Florence Ave Contract Amount: $2.639,000.00 Start: 4/2015 Completed: 10/2015 Pavement Resurfacing, Phase II Contract Amount: $2,401,970.00 Start: 4/2Q 15 Completed: 10/2015 Northeast Montclair Street Rehabilitation Contract Amount: $514,150.00 Start: 4/2015 Completed: 7/2015 Riverside County Transportation Commission Route 74 Widening 4080 Lemon Sweet, Pt Floor Contract: $1,970,004.00 Riverside, CA 92501 Start: 4/2014 Contact: Bill Seitz, (949) 300-9132 Completed: 7/2015 City of Riverside 3900 Main Sweet Riverside, CA 92501 Contact: Steve Howard, (951) 826-5708 Long Beach Unified School District 2201 E. Market Street Long Beach, CA 92805 Contact: Nancy Chinchilla, (562) 997-7513 2014115 Arterial Streets Contract Amount: $1,683,076.00 Start: 4/2015 Completed: 9/2015 Garfield Elementary School Pavement Contract Amount: $1,976,508.00 Start: 6/2015 Completed: 1 1 /2015 23C-35 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person. partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association. organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Riverside Subscribed and sworn to (or person(s) who appeared befoi Notary Public K'me on this day of on the basis of satisfactory Notary Public Seal 20�, by evidence to be the P-I I of P I7 23C-36 CALIFORNIA JURAT GOV CODE § 8202 A notary public or other officer completing this certificate verges 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 Riverside ------------- KENONA NAZARI Natary Public - Calil mla 0AY Riverside County Canmission N 2319601 Comm. Expires Jan 10, 2024 Place Notary Seal Above Subscribed and sworn to (or affirmed) before me on this 9th day of Aoril . 2020 Date Month By (1) Edward J. Carlson Name of Signer Proved to me on the basis of satisfactory evidence be the person who appeared before me (.) (,) (and (2) Name of Signer Proved to me on the basis of satisfactory evidence be the person who appeared before me.) l Signature l Signature of Nota ublic OPTIONAL Though the information below is not required by law, it may prove valuable to person relying an the document and could prevent fraudulent removal and reattachment of this form to another document. Further Description of Any Attached Document Title or Type of Document Non -Collusion Aff Santa Ana Document Date: 4-9-2020 Number of Pages: 1 Signer(s) Other Than Named Above: Top of thumb here Top of mumb nem 23C-37 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6909 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 NON-DISCRIMINATION CERTIFICATE 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 be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 5 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: ���• �r Title: Edward J. Carlson, Vice President Firm: All American Asphalt Date: 0 H 10 q�/ 2.0 ZO �k1'1) 6 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the California Apprenticeship Council. Signed: Title: Edward J. Carlson, Vice President Firm: All American Asphalt Date: 0 g l e 7 2,0 �Jlb� 46 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 STATEMENT REGARDING "ANTI -KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he/she is otherwise entitled. Signed: Title: Edward J. Carlson, Vice President Firm: All American Asphalt Date: 0� 7o 20 fjdf p y CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes, explain the circumstances in the following space L ?1lr f a CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 STATEMENT REGARDING COMMUNITY WORKFORCE AGREEMENT (CWA) REQUIREMENTS This is to certify that the undersigned BIDDER, and subcontractors, have read and understood the CWA entered into by and between the City of Santa Ana, the Los Angeles/Orange Counties Building and Construction Trades Council, and the signatory Craft Councils and Local Unions, effective as of September 1, 2017. The CWA is available at: http://wwtiv.santa-ana.orglpwa/documents/C WA.pdf The undersigned BIDDER hereby agrees to comply with all terms and conditions of the CWA, and is capable of completing construction of the project continuously, and without interruptions or delays. If awarded any work covered by the CWA, BIDDER will also be required to sign the Letter of Assent that appears as Attachment A to the CWA. Signed: ZN� T Title: Edward J. Carlson, Vice President Title: All American Asphalt Date: ANlD9 %2�ZlJ 2Jr1-1) t CITY OF SANTA ANA EXHIBIT 3 CONSTRUCTION CONTRACT PROJECT NO.20-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 This CONSTRUCTION CONTRACT is made and entered into this 19t' day of May, 2020 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and All American Asphalt (hereinafter "CONTRACTOR"). WII'NESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Local Street Preventative Maintenance FY 2019-20 Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Community Workforce Agreement • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed One Million Nine Hundred Eighty-four Thousand Five Hundred Eighty -Eight Dollars and No Cents ($1,984,588.00), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. rev. 09/01/2017 23C-4 4 Page 1 of 3 4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of allotice to Proceed. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. If applicable, the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA), a pre -hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CWA. The CWA may be found on the City's website at: http://www.santa-ana.org/pwa/documents/CWA.vd 7. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. 23C-45 Page 2 of 3 IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By. K" TA�L J FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR: All American Asphalt NAME: M)CtIT1 FftQV-ftS TITLE: AG4'w� 23C-46 Page 3 of 3 City of Santa Ana Page t Local Street Preventative Maintenance FY 19120 (Project 20-6907), bidding on April 14, 2020 2:00 PM (Pacific) Primed 042412020 Bid Results EXHIBIT A Bidder Details Vendor Name All American Asphalt Address 400 E. Sixth Street Corona, CA 92879 United States Respondee Jim McGee Respondee Title Project Manager Phone 951-736-7600 Ext. Email publicworks@allamericanasphalt.com Vendor Type CADIR License 4 267073 CA DIR Bid Detail Bid Format Electronic Submitted April 14, 2020 1:50:06 PM (Pacific) Delivery Method Bid Responsive Bid Status Submitted Confirmation 4 206470 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name File Type Bid Documents- All American Asphalt Local Street Preventative Maintenance Bid Documents.pdf General Forms Ownership Affidavit- All American Asphalt Local Street Preventative Maintenance Ownership Ownership Affidavit (Notary Affidavit.pdf Public) - REQ Original Hard Copy Submittal in Addition Bid Bond- All American Asphalt Local Street Preventative Maintenance Bid Bond.pdf Bid Bond Guaranty (Notary Public) - REQ Original Hard Copy Submittal in Addition Non -Collusion Affidavit- All American Asphalt Local Street Preventative Maintenace Non Collusion Non -Collusion Affidavit Affidavit.pdf (Notary Public) - REQ Original Hard Copy Submittal in Addition Line Items Type Item Code UOM Oty Unit Price Line Total Comment Base Bid Items 1 Unclassified Excavation* CY 740 $145.00 $107,300.00 2 Cold Milling (1.5'-T')* SF 254300 50.30 $76,290.00 3 Cold Milling (5)* SF 11800 51.00 $11,800.00 23Ili.fs.47 City of Santa Ana Page 2 Local Street Preventative Maintenance FY 19120 (Project 20-6907), bidding on April 14, 2020 2:00 PM (Pacific) Primed 042412020 Bid Results EXHIBIT A Type Item Code UOM Qty Unit Price Line Total Comment 4 Asphalt Concrete (AC Pavement)* TN 3570 $73.00 $260,610.00 5 Rubberized Emulsion Aggregate Slurry (REAS) Type II* TN 1600 $630.00 $1,008,000.00 6 Construct PCC Curb & Gutter (A-2-6)* LF 1080 $45.00 $48,600.00 7 PCC Curb Ramp* SF 6300 $10.00 $63,000.00 8 Construct PCC sidewalk (T=4")* SF 3310 56.80 $22,508.00 9 PCC Cross Gutter* SF 12800 $16.00 $204,800.00 10 Root Shave* EA 32 $370.00 $11,840.00 11 Adjust Manhole Frame & Cover to Finished Grade EA 24 $600.00 $14,400.00 12 Adjust Water Valve Frame & Cover to Finished Grade EA 49 $600.00 $29,400.00 13 Crack Sealing LS 1 $52,000.00 $52,000.00 14 Protection of Surface Utility Frames and Covers LS 1 $1,500.00 $1,500.00 15 Remove Existing Striping, Pavement Legends, and Markers LS 1 $18,900.00 $18,900.00 16 Furnish & Install Traffic LoopS Type E EA 4 $455.00 $1,820.00 17 Signing & Striping LS 1 $38,300.00 $38,300.00 18 Project Advertisement Sign LS 2 $760.00 $1,520.00 19 Labor Agreement Oversight LS 1 $12,000.00 $12,000.00 Subtotal $1,984,588.00 I23Q.48 City of Santa Ana Page 3 Local Street Preventative Maintenance FY 19120 (Project 20-6907), bidding on April 14, 2020 2:00 PM (Pacific) Primed 042412020 Bid Results EXHIBIT A Type Item Code UOM Qty Unit Price Line Total Comment Asterisk Notes (Per Section 3-2 of Standard Specifications) - NOT part of Total Bid Calculation 20 * = The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantitiy used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. EA 0 0 0 21 t = This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. EA 0 0 0 Subtotal 0 Total $1,984,588.00 23Q.49 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-6907 EXHIBIT A LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. f This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within eighty (80) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $4,000 per calendar day. Name of Firm All American Asphalt Signature of BIDDER Title Edward J. Carlson, Vice President (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) Corporation, All American Asphalt Mark Luer, President Edward J. Carlson, Vice President Michael Farkas, Secretary COST ANALYSIS CONSTRUCTION OF THE PROJECT NO. 20-6907: LOCAL STREET PREVENTATIVE MAINTENANCE FY 2019-20 Construction Contract $ 1,984,588.00 Contract Administration, Inspection and Testing $ 298,000.00 Contingencies $ 492,412.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 2,775,000.00 EXHIBIT 4 23C-51 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE APPROVE AGREEMENT WITH MDG ASSOCIATES, INC. IN AN AMOUNT NOT TO EXCEED $215,116 TO ASSIST IN THE ADMINISTRATION AND MONITORING OF FEDERAL GRANT PROGRAMS (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute an agreement with MDG Associates, Inc. to assist in the administration and monitoring of the Community Development Block Grant, Emergency Solutions Grant, HOME Investment Partnership Program, and Workforce Innovation and Opportunity Act federal grant programs in an amount not to exceed $215,116 over a three-year period, beginning July 1, 2020 and expiring June 30, 2023, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana is an entitlement jurisdiction and receives annual allocations from the U.S. Department of Housing and Urban Development (HUD) and U.S. Department of Labor (DOL) for federal grant programs, including the Community Development Block Grant (CDBG), Emergency Solutions Grant (ESG), HOME Investment Partnership Program (HOME), and Workforce Innovation and Opportunity Act (WIOA). These federal funds generally must be used to benefit low and moderate income persons, aid in the prevention or elimination of slums or blight, meet an urgent need, and assist with our nation's public workforce system to help residents including youth and those with significant barriers to employment enter into high -quality jobs and careers. The purpose of grant monitoring is to ensure that the CDBG, HOME, ESG and WIOA funds are only used for authorized and eligible purposes, in compliance with federal statutes, regulations, and the terms and conditions of the sub -awards. The technical support services involves applying the consultant's knowledge of the Uniform Administrative Requirements, cost principles, and audit requirements for federal awards at 2 CFR 200 and various other grant -specific financial and technical support services. The administrative services includes administering one or more of the grant programs, when designated staff may be out of the office for an extended period of time on leave, in order to ensure the City does not fall out of compliance and eligibility for the renewal of program funding. 25A-1 Agreement with MDG Associates, Inc. to Assist with Federal Grant Programs Administration May 19, 2020 Page 2 General Background As an entitlement jurisdiction, the City receives allocations directly from HUD and from DOL through the California Employment Development Department. The City's Fiscal Year (FY) 2020- 2021 allocation is approximately $10,442,258. Below is an overview of the FY 2020-2021 budget: Community Development Block Grant CDBG $ 5,735,518 HOME Investment Partnerships Program HOME $ 1,818,699 Emergency Solutions Grant ESG $ 500,947 Workforce Innovation and Opportunity Act WIOA $ 2,387,094 TOTAL $10,442,258 HUD funds are used for a variety of projects and activities, such as affordable housing development, residential rehabilitation, down payment assistance, public and homeless services, and capital improvement projects. WIOA funds are used to help job seekers access employment, education, training, and support services to succeed in the labor market and to match employers with skilled workers they need to compete in the global economy. WIOA training funds are designed to serve dislocated workers, adults, and youth who are in need of training to enter or re-enter the labor market. Request for Proposals Process On March 13, 2020, staff issued a Request for Proposals (RFP) for on -call grant management services to assist with the administration and monitoring of the CDBG, HOME, ESG and WIOA Programs. To provide an opportunity for local vendors to submit bids, a Notice Inviting Bids was emailed to sixteen (16) prospective bidders via the City's web -based electronic bidding system, PlanetBids. On March 30, 2020, two (2) bids were received electronically through PlanetBids. The proposals were then reviewed, scored and ranked by a Review Panel made up of three staff from the Community Development Agency. The final Review Panel scores for the proposals received are identified below: Company Cumulative Score MDG Associates 105.3 Booth Management 73.6 MDG Associates, Inc. received the highest score and is being recommended by staff to best meet the needs of the CDBG, HOME, ESG and WIOA Programs. In addition to providing administrative and technical assistance to local agencies, MDG Associates, Inc. provides trainings across the country directly on behalf of HUD and DOL. As such, staff is recommending that MDG Associates, Inc. provide ongoing specialized technical assistance to staff as needed. This service includes, but is not limited to, maintaining financial and programmatic records and preparation for submission of compliance reports including the Consolidated Plan, Annual Action Plan, Consolidated Annual Performance and Evaluation Report, Section 3 compliance, minority- and women -owned businesses reporting, and other reports as needed to ensure the City's programs comply with all of the respective program regulations. STRATEGIC PLAN ALIGNMENT 25A-2 Agreement with MDG Associates, Inc. to Assist with Federal Grant Programs Administration May 19, 2020 Page 2 Approval of this item supports the City's efforts to meet Goal #4 - City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). FISCAL IMPACT Upon adoption of each annual budget, funds will be available in the CDBG, HOME, ESG and WIOA programs' Contract Services -Professional accounts for expenditure as follows: Fiscal Year Grant Accounting Unit- Fund Description Accounting Unit, Amount Year Account # Account Description FY 2020-21 2020 13518780-62300 CDBG Administration Contract Services- $ 53,577 Professional FY 2020-21 2020 13018780-62300 HOME Program Contract Services- 4,520 Professional FY 2020-21 2020 13518785-62300 ESG Contract Services- 7 776 Professional FY 2020-21 2020 12318748-62300 WIOA, WDB Admin Contract Services- 53832 Professional Total for FY 20-21 $ 71,705 Fiscal Year Grant Accounting Unit- Fund Description Accounting Unit, Amount Year Account # Account Description FY 2021-22 2021 13518780-62300 CDBG Administration Contract Services- $ 53,577 Professional FY 2021-22 2021 13018780-62300 HOME Program Contract Services- 4,520 Professional FY 2021-22 2021 13518785-62300 ESG Contract Services- 7 776 Professional FY 2021-22 2021 12318748-62300 WIOA, WDB Admin Contract Services- 53832 Professional Total for FY 21-22 $ 71,705 Fiscal Year Grant Accounting Unit- Fund Description Accounting Unit, Amount Year Account # Account Description FY 2022-23 2022 13518780-62300 CDBG Administration Contract Services- $ 53,578 Professional FY 2022-23 2022 13018780-62300 HOME Program Contract Services- 4,520 Professional FY 2022-23 2022 13518785-62300 ESG Contract Services- 7 776 Professional FY 2022-23 2022 12318748-62300 WIOA, WDB Admin Contract Services- 53832 Professional Total for FY 22-23 $ 71,706 TOTAL 1 $215,116 Exhibit: 1. Agreement with MDG Associates, Inc. 25A-3 CONSULTANT AGREEMENT INCORPORATING COMMUNITY DEVELOPMENT BLOCK GRANT REQUIREMENTS THIS AGREEMENT, made and entered into this Is'day of July, 2020, by and between MDG Associates, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of grant monitoring and technical support services, as well as administrative services, for federal grant programs, including the Community Development Block Grant ("CDBG'), HOME Investment Partnership Program (HOME), Emergency Solutions Grant ("ESG"), and Workforce Innovation Opportunity Act ("WIOA"). B. The City, as an entitlement recipient and grantee of the United States Department of Housing and Urban Development ("HUD") CDBG Program, desires to enter this Agreement with the Consultant for the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq. ("CDBG Regs"). C. Consultant represents that Consultant is not listed as debarred, is able and willing to provide such services to the City, and will comply with the CDBG Regs. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Pursuant to this Agreement, Consultant will provide select monitoring and technical support services, as well as administrative services, for the City of Santa Ana's CDBG, HOME, ESG, and WIOA Programs, as set forth in Exhibit A attached hereto and incorporated herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. For monitoring services, the total sum to be expended under this Agreement shall not exceed $38,372.00 1 25A-4 per year for the three-year term, for a total of $115,116.00 during the term of this Agreement. For administrative services, the total sum to be expended under this Agreement shall not exceed $30,000.00 per year for the three-year term, for a total of $90,000.00 during the term of this Agreement. The Agreement shall also include a contingency amount not to exceed $10,00.00. Overall, the total sum to be expended under this Agreement shall not exceed $215,116.00 during the term of this Agreement 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 July 1, 2020 and terminate on June 30, 2023, unless terminated earlier in accordance with Section 9, below. The Term of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per 2 25A-5 occurrence. Consultant shall supply City with a fully executed additional insured endorsement upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, 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 direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just 3 25A-6 compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONSULTANT'S OBLIGATIONS A. No Conflict. To the best of Consultant's knowledge, Consultant's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Consultant is a party or by which it is bound. B. No Bankruptcy. Consultant is not the subject of any current or threatened bankruptcy proceeding. C. No Pending Legal Proceedings/Debarment. Consultant is not the subject of a current or threatened litigation that would or may materially affect Consultant's performance under this Agreement. Consultant further acknowledges that it is not on the list of debarred contractors. D. No Pending Investigation. Consultant is not aware that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, which would relate to affect performance of the Agreement or provision of services hereunder. E. Licensing. Consultant agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. Consultant shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing Consultant's operations hereunder. F. Audit Report Requirements. Consultant agrees that if Consultant expends Seven Hundred and Fifty Thousand Dollars ($750,000.00) or more in federal funds, Consultant shall have a single audit or program specific audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. Consultant shall provide City with a copy of said audit by October I of the year following the program year in which this Agreement is executed, if applicable. G. Record Keeping/Reporting. Consultant shall keep and maintain complete and adequate records and reports to assist City in meeting and maintaining its record keeping responsibilities under Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq. 4 25A-7 H. Access to Records. City and the United State Government and/or their representatives shall have access for purposes of monitoring, auditing, and examining Consultant's activities and performance, to books, documents and papers, and the right to examine records of Consultant's subcontractors, bookkeepers and accountants, employees and participants in regard to said program. City and the United States Government and/or their representatives shall also schedule on -site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activities funded hereunder are conducted or in which any of the records of Consultant are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. I. Location of Records/Required Length of Record Keeping. All accounting records, reports, and evidence pertaining to all costs, expenses and the funds received by Consultant and all documents related to this Agreement shall be maintained and kept available at Consultant's office or place of business for the duration of the Agreement and thereafter for five (5) years after completion of an audit in conformity with the CDBG Regulations. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which City or any other governmental agency takes exception, shall be retained beyond the four (4) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event Consultant does not make the above -referenced documents available within the City of Santa Ana, California, Consultant agrees to pay all necessary and reasonable expenses incurred by City in conducting any audit at the location where said records and books of account are maintained. J. Confidentiality. Without prejudice to any other provisions of this Agreement, Consultant shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, Consultant shall submit to City and/or HUD or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by Consultant, costs incurred and services rendered hereunder. K. Lobbying. Consultant certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in 5 25A-8 connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions. L. Financial Interest. Consultant agrees that except for the use of funds to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to activities assisted under the terms of this Agreement, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a City -assisted activity of Consultant, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an agent, employee, consultant, officer, or elected or appointed official of City, or of any designated public agency, or the Consultant. M. Drug Free Workplace. Consultant certifies that it has established the following drug - free workplace policy: 1. The unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace for any employee involved in a federally funded program. 2. As an employee working in conjunction with a federally funded program, the employees of Consultant will be required to: a) Abide by the terms above in statement 1. b) Notify appropriate officials of Consultant and City officials of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction. 3. The City and the United State Department of Housing and Urban Development will be notified within ten days after receiving notice of any such violation. 4. Within 30 days of receiving such notice, appropriate personnel action will be taken against such employee, up to and including termination. Each such employee shall be required to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency. N. Nondiscrimination. Consultant agrees that no person on the ground of race, age, color, national origin, disability, religion, sex or other protected class 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. 25A-9 O. Conflict of Interest. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Further, any conflict or potential conflict of interest of any employee/officer of Consultant shall be fully disclosed in writing prior to the execution of 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. P. 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. 8. ASSIGNABILITY None of the duties of, or work to be performed by, Consultant under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of City. Consultant must submit all subcontracts and other agreements that relate to this Agreement to City. No subcontract or assignment shall terminate or alter the legal obligations of Consultant pursuant to this Agreement. 9. TERNIINATION A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, Consultant shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by City upon five (5) days' written notice for violation by Consultant of Federal Laws governing the use of Community Development Block Grant Funds. In the event of such suspension or termination, Consultant shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. Pursuant to 24 CFR 85.43, in the event Consultant defaults by failing to fulfill all or any of its obligations hereunder, City may declare a default and termination of this Agreement by written notice to Consultant, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, City shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the 25A-10 mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by City in obtaining substitute performance. D. The grant of funds under this Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 10. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 11. VALIDUY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 With courtesy copies to: Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6549 25A-11 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Consultant: MDG Associates, Inc. 10722 Arrow Route, Suite 822 Rancho Cucamonga, California 91730 Phone: (909) 476-9696 Facsimile: (909) 476-6086 13. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. c. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. 25A-12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: QrL R n Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT M B Tax tD# 10 25A-13 EXHIBIT A PROPOSAL 11 25A-14 M D G ASSOCIATES -INC. CITY OF SANTA ANA RFP # 20-046 PROPOSAL ON -CALL HUD DEPARTMENT AND WORKFORCE INNOVATION OPPORTUNITY ACT (WIOA) GRANT MANAGEMENT SERVICES CORPORATE HEADQUARTERS 10722 ARROW ROUTE, SUITE 822 RANCHO CUCAMONGA, CA 91730 TELEPHONE: 909/ 476-9696 FAX NO.: 909/ 476-6086 25A-15 MDG ASSOC I ATES•INC. March 27, 2020 City of Santa Ana Mr. David Flores, Community Development Analyst Community and Economic Development Department 20 Civic Center Plaza Santa Ana, CA 92701 Subject: Proposal to Provide On -Call Department of Housing and Urban Development(HUD) and Workforce Innovation Opportunity Act (WIOA) Grant Management Services Dear Mr. Flores: MDG Associates, Inc. (MDG) is pleased to submit its qualifications to provide and/or assist with the monitoring and on -call technical assistance of the City's Community Development Grant (CDBG), Emergency Shelter Grant (ESG), HOME Investment Partnerships (HOME) programs and Workforce Innovation Opportunity program. MDG, along with its affiliate LDM Associates, Inc. (LDM), have been providing high -quality services to municipal agencies, the U.S. Department of Housing and Urban Development (HUD) and private clients for over 29 years. MDG's emphasis and capabilities are in the grants management of HUD funded Community Planning and Development (CPD) Programs such as Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME) and Emergency Solutions Grant (ESG) in addition to one-time entitlement grants such as the Neighborhood Stabilization Programs (NSP 1, 2 & 3) and the Homelessness Prevention and Rapid Rehousing Program (HPRP). The firm provides administration and/or implementation services for programs such as housing rehabilitation, commercial rehabilitation, first time homebuyer and labor compliance (both State and Federal). MDG is a registered California corporation and is a certified State of California Minority Business Enterprise (MBE). Our consulting team is comprised of highly qualified professional staff with expertise in all aspects of CDBG and HOME Program administration and implementation. Provided herewith, is the information requested in your Request for Proposals (RFP). You may contact me at the following address, telephone number or e-mail should you have any questions regarding this proposal: MDG Associates, Inc. 10722 Arrow Route, Suite 822 Rancho Cucamonga, CA 91730 (909) 476-9696 rmunoz&mde-ldm.com 10722 Arrow Route • Suite 822 • Rancho Cucatuon2SA t691730 (909) 476-9696 • Fax (909) 476-6086 If you have any questions regarding this matter, please do not hesitate to call me at your convenience. Respectfully President Enclosure: Proposal 10722 Arnow Route - Suite 822 - Rancho Cucam ali a 91730 (909) 476-9696 - Fax(909)476-6086 CITY OF SANTA ANA PROPOSAL MONITORING AND TECHNICAL SUPPORT SERVICES TABLE OF CONTENTS Section I. Description of Firm and Qualifications.............................................................,...,...,...,...,....................................................................... 1 Section II. Relevant Experience..................................................................3 Section III. Project Staff Qualifications 4 Section IV. Project Team Information and Organizational Chart.................................................................................... 7 Section V. References 9 Section VI. Scope of Work and Budget 10 Section VII. Schedule of Hourly Billing Rates 12 Resumes of Key Personnel 25A-18 SECTIONI. DESCRIPTION OF FIRM AND QUALIFICATIONS MDG Associates, Inc. (MDG) was established in 1991 and has undergone steady growth since its inception. MDG is a corporation registered in the State of California. MDG is a registered Minority Business Enterprise (MBE) and a Small Disadvantaged Business (SDB/DBE). In response to our clients' needs, MDG and its affiliate LDM Associates, Inc. (LDM) provide a wide variety of Community Development consulting services including, but not limited to. Grants Management; Project Management; Construction Management; Architectural Design; Urban Planning; and Labor Compliance Monitoring. MDG provides administrative and management services to cities that are seeking a consultant that can act as an extension of their staff and look after the best interest of the City. Grants Management: MDG currently provides day-to-day and on -call administration and implementation services for the Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME), Emergency Solutions Grant (ESG), Community Development Block Grant -Disaster Recovery (CDBG-DR), and Neighborhood Stabilization Programs (NSP). MDG has also managed other grants such as State grants, recovery grants, and Homeless Prevention and Rapid Rehousing (HPRP) grants. In addition, MDG implements activities funded under the aforementioned programs such as Residential Rehabilitation, Commercial Rehabilitation, First -Time Homebuyer, Economic Development, and Labor Compliance Monitoring and Enforcement Services. As HUD CPD program management consultants, our staff assists with the day-to-day administration of the programs, including the preparation of Five -Year Consolidated Plans, One -Year Action Plans and CAPERS as well as the monitoring of capital improvement projects for compliance with the Davis -Bacon Act requirements, and sub -recipients for compliance with applicable requirements. MDG staff maintains an excellent relationship with the local HUD offices as well as at the headquarters level (Washington D.C.). MDG staff currently provides technical assistance (TA) to grantees throughout the country on behalf of HUD Headquarters through the OneCPD and Community Compass Programs. The technical assistance is provided to states, counties, cities and other HUD -funded grantees in conjunction with the CDBG, HOME, and NSP programs as well as the IDIS and DRGR HUD reporting systems. MDG staff has been proving training at the national level on behalf of HUD Headquarters to grantees and HUD Staff. The training has been in the areas of "Basically CDBG,' Assessment of Fair Housing (AFH), Disaster Recovery Grant Reporting (DRGR), eCon Planning Suite, CPD Maps, and the Integrated Disbursement Information System (IDIS). Our staff also provides assistance to grantees through the HUD Resource Exchange Ask a Question (AAQ) resource in the areas of CDBG, HOME, and DRGR. MDG and its affiliate LDM are currently under direct contract with 30 cities and three (3) counties with funds from HUD totaling approximately $80.5 million for the day-to-day implementation of their CPD grants and/or programs. In addition, we provide services to other cities and counties on specific tasks such as IDIS input, project monitoring, federal labor standards (Davis -Bacon) compliance, monitoring CDBG/HOME and ESG grants, preparation of Section 108 Loan Guarantee applications to HU, preparation of Consolidated Plan/Action Plan, and the preparation of Consolidated Annual Performance and Evaluation Report (CAPER). Our staff is knowledgeable in a number of computer programs including all of the Microsoft Office software, Microsoft Project, Adobe programs and AutoCAD. Our staff is fully trained in the use of all required Federal, State and local online reporting databases, including but not limited to the Integrated 25A-19 Page 1112 Disbursement and Information System (IDIS), Disaster Recovery Grant Reporting System (DRGR), Homeless Management Information System (HMIS), Recovery Act Management and Performance System (RAMPS), Performance and Accountability for Grants in Energy System (PAGE), HERDS (Environmental Review Module), and FederalRep orting. gov. Housing Rehabilitation: MDG along with its affiliate LDM are currently under contract with 15 cities throughout Southern California for the management and implementation of their housing rehabilitation programs, including mobile homes. During the prior year, the firm processed and completed the rehabilitation of approximately 225 residential single-family dwellings and mobile homes. The funds utilized for the implementation of the rehabilitation programs included U.S. Department of Housing and Urban Development (HUD) funds such as CDBG and HOME funds as well as State of California Housing and Community Development (HCD) funds such as State HOME and Calflome funds. Through the years, MDG has developed systems for different types of programs including, but not limited to, emergency repair programs, rental rehabilitation programs, owner -occupied— single family rehabilitation program, and mobile home repair programs. Responsibilities under these programs typically include the overall administration of the program; reviewing applications for eligibility; preparing the environmental review record and clearances where required (California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA)); loan underwriting and loan document preparation for loan based programs; initial, progress and final inspections; responding to contractor questions during the bidding process; construction management and oversight; review and process contractor payment request; and preparing regulatory reports for HUD and HCD. Commercial Rehabilitation: During the past 15 years, our firm has been assisting cities in the day-to-day administration and implementation of their Commercial Rehabilitation Programs. During the past five (5) years, we have assisted eight (8) Cities with the rehabilitation of approximately 55 commercial buildings. In addition, we are in the process of setting up two (2) new programs for the Cities of Buena Park and Hesperia. The level of service requested by each City differs, however in most cases we provide the overall administration and implementation services. These include inspection, design services, project management and Davis -Bacon Compliance monitoring. Labor Compliance (Davis -Bacon Act): We are currently under contract to provide Labor Compliance services to 14 cities in Southern California. Our typical scope of work includes preparation and review of bid documents for compliance with Federal labor standards and requirements including Davis -Bacon and Related Acts, Section 3, and DOL regulations; attend pre -construction meeting and present information on Davis - Bacon and Section 3 requirements; review submitted bid documents for compliance; establish and maintain contractor and subcontractor labor files; conduct employee field interviews and document posting compliance; reconcile weekly certified payrollreports and supporting documentation; monitor contractors for Section 3 accomplishments; schedule labor compliance file reviews prior to release of retention funds; and address and resolve any underpayment or deficiency issues. Section 3: Our staff is experienced in the implementation of the Section 3 employment, contracting and training requirements. Currently, we monitor labor compliance activities on 15 projects with a combined construction value of over $12.5 million. Of these projects, ten (10) are Section 3-covered projects with contracts in excess of $100,000. 25A-20 Page 2 112 SECTION II. RELEVANT EXPERIENCE CDBG, HOME, ESG, CalHome Programs Administration and Implementation Experience MDG Associates, Inc. is comprised of individuals with a wide variety of expertise including the services specifically requested by the City. Currently, MDG has twenty-eight (28) staff members. Thirteen (13) of the 28 staff members are knowledgeable and experienced in the administration of HUD's CPD Programs. As grant management consultants, MDG assists with the overall administration of the programs, including CDBG, HOME, ESG, and the CalHome Programs in addition to projects funded under these Programs, as well as the monitoring of subrecipients and capital improvement projects for compliance with Davis -Bacon Act requirements. MDG and its affiliate LDM are currently under contract to administer or assist in the overall administration of CDBG, HOME and/or ESG Programs with the cities of Apple Valley, Azusa, Carson, Claremont, Commerce, Corona, Downey, Duarte, Fontana, Hawthorne, Hesperia, Irvine, La Canada Flintridge, La Habra, Monrovia, Newport Beach, Paramount, Palmdale, Rancho Cucamonga, Rialto, Temecula, Upland, Walnut and Whittier. Seventeen (17) of these cities are HUD entitlement cities and seven (7) are participating cities under the Los Angeles County Development Authority. In recent years, MDG has served the cities of Baldwin Park, Riverside and Santa Ana on specific tasks such as IDIS input, project monitoring, federal labor standards (Davis -Bacon) compliance monitoring, preparation of Consolidated Plan/Action Plan, and preparation of Consolidated Annual Performance and Evaluation Report(CAPER). In addition, MDG currently provides technical assistance to other entities who are providing technical assistance and capacity building for the Community Development Block Grant Disaster Recovery (CDBG-R) program nationwide. 25A-21 ; ,� SECTIONIII. PROJECT STAFF QUALIFICATIONS MANAGEMENTAND STAFFING The members of our consulting group proposed to provide monitoring and technical support services include Mr. Rudy Mufloz, President who will be overseeing the contract and will be the main contact and responsible for the oversight of the overall monitoring and technical support services with the assistance of Mr. Clint Whited, Vice -President of Grants Management; Mr. Chris Andrews, Director; and FrankPerez, Senior Associate. RudyMuna¢, President —Mr. Rudy Mufloz is the President and founder of MDG Associates, Inc. With more than 33 years of experience in the community development field, Mr. Mufloz' main focus is on assisting municipalities with all aspects of the administration and implementation of their HUD -funded CPD Programs. These include but are not limited to the Community Development Block Grant (CDBG), HOME Investment Partnership Act (HOME), Neighborhood Stabilization Program (NSP) and Community Development Block Grant— Disaster Recovery (CDBG-DR) programs. Mr. Mufloz works hand -in -hand with municipalities on the development of implementation strategies and tools that facilitate the management of their CPD programs, providing training for the HUD CPD Programs, and at times implementing the day-to-day functions of the programs. These functions include all phases of the program implementation from the initial development of Consolidated Plans and Action Plans for the various programs up to the programmatic and financial closeout of projects and grants. He assists grantees in developing HUD mandated Policies and Procedures for the overall management and oversight of the various CPD Programs as well as individual activities funded under these programs such as Housing Rehabilitation, Commercial Rehabilitation, andHomebuyer Programs. Mr. Mufloz is a Certified HOME Specialist and is a subcontractor to national Technical Assistance (TA) providers through HUD's OneCPD and Community Compass initiatives. Through the initiatives, he provides TA and training to municipalities throughout the U.S. in CDBG, HOME, NSP, and CDBG- Disaster Recovery Programs. He currently provides training at the national level in 'Basically CDBG", Assessment to Fair Housing (AFH), Integrated Disbursement and Information Systems (IDIS), and the Disaster Recovery Grant Reporting System (DRGR). He is a beta tester for HUD on the Disaster Recovery Grant Reporting system. Because of his fluency in Spanish, he has provided many of the aforementioned training in Spanish for the Commonwealth of Puerto Rico and its municipalities. In addition, he has provided training and TA through the initiatives in cross -cutting elements including Financial Management Systems (Uniform Administrative Systems), Davis -Bacon and Related Acts (DBRA), and Assessment of Fair Housing (AFH). Prior to his time with MDG, Mr. Mufloz worked for a number of municipalities in Southern California. Mr. Munoz received a Bachelor of Architecture (BArch) from California Polytechnic University in Pomona. Clint Whited, Vice -President - Mr. Clint Whited joined MDG Associates, Inc. in 2006 and currently serves as Vice -President of Grants Management. With more than 14 years of experience in the planning and implementation of federal grants including those offered by the U.S. Department of Housing and Urban Development — Office of Community Planning and Development, Mr. Whited assists municipalities with all aspects of Community Development Block Grant (CDBG), HOME Investment Partnership (HOME) and Emergency Solutions Grant (ESG) management. 25A-22 Page 4 112 Mr. Whited focuses on strategic community investment in affordable housing, development of infrastructure and coordinating the supportive services necessary to achieve local goals and to affirmatively further fair housing choice. His work in these areas includes 12 Consolidated Plans, eight (8) Analysis of Impediments to Fair Housing Choice, two (2) Assessments of Fair Housing (AFH) and numerous program policy and procedure documents to facilitate the implementation of the housing and community development projects resulting from these plans. He is currently responsible for the management and implementation of CPD programs for four (4) cities in Southern California. Mr. Whited is a Certified HOME Specialist (Regulations) and is a national technical assistance provider through HUD's OneCPD technical assistance initiative. Prior to joining MDG, Mr. Whited was a Contract Compliance Specialist for the Los Angeles County Community Development Commission — the second largest Urban County CDBG program in the nation. His responsibilities included contract development, monitoring the implementation of CDBG funded activities implemented by participating cities and non-profit organizations. His work with the Urban County included the development of labor standards policies and procedures covering the Davis -Bacon Act, Minority and Women's Business Enterprise and Section 3 of the Housing and Community Development Act. Mr. Whited received a Bachelor of Science in Public Policy and Management from the University of Southern California's School of Policy, Planning and Development, with an emphasis on organizational management and public -sector accounting. Chris Andrews, Director —Mr. Andrews currentlyserves as a director onthe Community Development and Disaster Recovery teams. Over the past ten years, Chris Andrews has supported hundreds of states and cities to design and implement housing and community development programs — primarily through HUD CPD Programs (CDBG, HOME, HOPWA and ESG). Chris has also designed national resources to support grantees more effectively use CDBG-DR resources and provided direct assistance to communities to effectively plan for and implement CDBG-DR resources. Prior to joining MDG Associates, Chris was the Practice Area Lead for The Cloudburst Group's Community Development team. In this role, Chris oversaw Cloudburst's portfolio of HUD -funded technical assistance projects. Activities ranged from developing guidebooks and training academies to direct technical assistance building the capacity of HUD grantees. Chris also managed Cloudburst's portfolio of direct contracts with states and local governments to develop and implement strategic plans, improve grantee compliance, and revise existing policies and procedures. Chris led Cloudburst's CDBG-DR and disaster response project teams and activities. His experience ranges from supporting states and regions develop rapid housing strategies immediately following a disaster event to developing and implementing CDBG-DR programs. Most recently, Chris has led HUD's technical assistance team to assist Puerto Rico launch its CDBG-DR program. A trained planner, Chris has assisted more than 50 grantees over the past 10 years to develop strategic plans, Consolidated Plans, and Analyses of Impediments to Fair Housing Choice. Chris is a national expert in the HUD eCon Planning Suite system and has trained more than 1,000 grantees on the Consolidated Plan process, including the intersection of the Consolidated Plan and IDIS. At MDG, Chris supports the team's community planning and administration and disaster recovery assignments with an emphasis in planning and program implementation. Chris also works closely with communities to support the day to day operations of their HUD CPD programs. He received a Bachelor of Arts in Economics with emphasis is Public Policy from Colby College, Waterville, ME and a Master of City Planningthe�Tiwersity of California, Berkley. LL�� Page 5112 Frank Perez, Senior Associate - Mr. Frank Perez joined MDG Associates, Inc. in 2011 and currently serves as a senior associate on the Housing and Community Development team. With more than nine (9) years of experience in the planning and implementation of federal grants including those offered by the U.S. Department of Housing and Urban Development — Office of Community Planning and Development (CPD), Mr. Perez assists municipalities with all aspects of Community Development Block Grant (CDBG) administration and implementation. Mr. Perez focuses on the day-to-day aspects of CPD program administration and compliance, including Consolidated Plan and Action Plan development and implementation, Integrated Disbursement and Information System (IDIS) functionality and management, labor standards enforcement, subrecipient management, monitoring, and capacity building, compliance with federal reporting requirements including the Consolidated Annual Performance and Evaluation Report (CAPER), and all other aspects of program administration, implementation and compliance. The resumes of the staff members are included in the Resumes of Key Personnel section of this document. 25A-24 6 12 SECTION IV. PROJECT TEAM INFORMATION AND ORGANIZATIONAL CHART PROJECT TEAM INFORMATION As mentioned in the prior section, the members of the proposed consulting group include Mr. Rudy Munoz, President; Mr. Clint Whited, Vice -President of Grants Management; Mr. Chris Andrews, Director; and Frank Perez, Senior Associate. PROJECTTEAM RESPONSIBILITIES: Rudy Munoz, President Will be the main contact person for the City on all aspects of the contract and the lead consultant. Clint Whited, Vice President Will be the Project Manager for the HOME program monitoring and of Grants Management on -call technical assistance services. In addition, he will be assisting Mr. Andrews with the ESG program monitoring. Chris Andrews, Will be the Project Manager for the CDBG, ESG and WIOA Director programs monitoring and on -call technical assistance for all mentioned programs. In addition, he will assist Mr. Whited with the HOME monitoring and on -call technical assistance services. Frank Perez, Will be assisting Mr. Andrews with the CDBG and WIOA SeniorAssociate programs monitoring services and on -call technical assistance services. Note: Other staff member may assist on as needed basis. 25A-25 1 7 i 12 25A-26 SECTION V. REFERENCES HUD Entitlement Cities: City of Irvine -Mr. Steve Holtz. Housina and Real Estate Administrator Services Provided: CDBG/HOME CDBG-R/HPRP Program Administration and Technical Assistance; Redevelopment Consultation; CDBG, ESG and HOME funded Housing Rehabilitation Program Implementation; Analysis of Impediments to Fair Housing (AI); Consolidated Plan/Action Plan/CAPER preparation: Davis -Bacon and Section 3 Compliance. Date of Contract: 2001 to Present Phone Number: (949) 724-7452; email address: sholtz(g ci.irvine.ca.us Citvof Fontana —Valerie Gonzales. Housina Specialist Services Provided: CDBG/HOME/CDBG-R/NSP Program TA; Analysis of Impediments to Fair Housing (AI); Consolidated Plan/Action Plan/CAPER preparation; Davis-Bacon/Section 3 Compliance; Policies and Procedures for FTHB and Hosing Rehabilitation Programs Date of Contract: 2009 to Present Contact Person: Phone Number: (909) 350-6625; email address: vgonzalekfontana.org City of Paramount— Karina Lam Liu. Finance Director Services Provided: CDBG/CDBG-R/NSP/HOME Program Administration; Redevelopment Consultation; CDBG and HOME fanded Housing Rehabilitation and Commercial Rehabilitation Program Implementation; Homebuyer Assistance Program; Analysis of Impediments to Fair Housing (AI); Consolidated Plan/Action Plan/CAPER preparation; 5 Year Implementation Plan (Redevelopment); Davis - Bacon Compliance; and affordable housing monitoring. Dates of Contract: 2003 to Present Phone Number: (562) 220-2210; email address: Klam t(de ParamountCity.com City of Upland— Liz Chavez. Manaaer of Development Services Services Provided: CDBG Program Technical Assistance; CalHome and RDA funded Housing Rehabilitation Program Implementation (4 separate programs); RDA funded Commercial Rehabilitation Program Implementation; Calflome and RDA funded Homebuyer Assistance Program; Project/Construction Management; Davis -Bacon and Section 3 Compliance; Analysis of Impediments; Planning Services; Analysis ofImpediments to Fair Housing (AI); Consolidated Plan/Action Plan/CAPER preparation; affordable housing monitoring. Date of Contract: 2004 to Present Phone Number: (909) 931-4146; email address: lchavez(a,ci.uyland.ca.us 25A-27 Page 9 1 12 SECTIONVI. SCOPE OFWORKANDBUDGET SPECIFIC REQUESTED SCOPE OF WORK In the performance of the City's Community Development Block Grant, Emergency Solutions Grant, and Workforce Innovation Opportunity Act programs monitoring and technical support services as noted in the City's Request for Proposals, MDG will provide staffing and other resources required to perform the scope of work. Coordinate and finalize the monitoring visit directly with each sub -recipient by June 1, 2021, June 1, 2022 and June 1, 2023. The monitoring will include second quarter billings for fiscal year ending 22/23. • Monitoring Letter Send a monitoring letter to each subrecipient requesting an appointment and indicating required documentation to be reviewed at the onsite monitoring. • Hold an Entrance Conference Hold an entrance conference onsite with the subrecipient's appropriatefinancial and/or program staff immediately before the monitoring to ensure that all subrecipient staff have a clear understanding of the purpose, scope and schedule of the monitoring. • Review Financial and/or Program Documents Utilize applicable HUD Forms from CPD MonitoringHandbookfor Subrecipient Oversightfor CDBG, ESG, HOPWA and Workforce Innovation Opportunity or any otherforms that Consultant deems acceptable for monitoring standards. Proposed forms are to be submitted for review to the Cityforpreapproval by the Cityfor use. • Hold an Exit Conference Meet with key representatives of the subrecipient organization to: 1) present preliminary results of the monitoring visit; 2) provide an opportunity for the subrecipient to correct any misconceptions or misunderstandings; 3) secure additional information from subrecipient staff to clam or support their position; and 4) provide an opportunity for subrecipient staff to report on steps they are already taking to correct the matter. Draft Monitoring Letter for City's Review Draft a monitoring letter to subrecipientfor the City's review after the monitoring visit. Letter should include observations, concerns, findings, recommended actions and/or corrective actions. Follow -Up Follow-up on outstanding corrective actions and draft final monitoring close-out letter for the City's review. 25A-28 Page 10 1 12 BUDGET PROPOSAL MDG proposes to provide monitoring and technical support services for the City of Santa Ana's CD13G, ESG, and Workforce Innovation and Opportunity Act Programs on a time and material basis based on the Rate Schedule provided under Section VII. MDG proposes a not to exceed amount of $30,000 for Administration Technical Support Services and $38,372 for Monitoring Services totaling $68,372.00 per year for a period of three years. The following represents the Monitoring scope of work and estimated hours to complete: • Fin an cialmonitoring of up to six (6) Community Development Block Grant subrecipients providing fair housing and/or public services. Estimated hours for completion: 108 Hours (18 Hrs. per Subrecipient) 18 hrs. x $108 = $1,944 per subrecipient; $1,944 x 6 Subrecipients = Total $11,664* Program monitoring for up to six (6) Community Development Block Grant subrecipients providing fair housing and/or public services. Estimated hours for completion: 48 Hours (8 Hrs. per Subrecipient) 8 hrs. x $97.50 = $780 per subrecipient; $780 x 6 Subrecipients = Total $4,680* (`hours budgeted are based on conducting the financial andprogrammadc monitoring concurrently and ofthe same agencies) Financial monitoring of up to three (3) Emergency Solutions Grant subrecipients. Two subrecipients provide one activity and one subrecipient provides three activities (total five activities). Estimated hours for completion: 36 Hours (18 Hrs. per Subrecipient [2] with one activity) Estimated hours for completion: 36 Hours (36 Hrs. per Subrecipient [1] with three activities) 18 hrs. x $108 = $2,1,944 per subrecipient with one activity; $1,944 x 2 Subrecipients) = Total $3,888 36 hrs. x $108 = $3,888 per subrecipient with three activities; $3,888 x 1 Subrecipient with three activities = Total $3,888 Combined Total = $7,776* • Financial monitoring of up to three (3) Workforce Innovation and Opportunity Act sub- recipients providing youth services. Estimated hours for completion: 54 Hours (18 Hrs. per Subrecipient) 18 hrs. x $108 = $1,944 per subrecipient; $1,944 x 3 Subrecipients = Total $5,832* • Project monitoring of two (2) Community Development Block Grant capital improvement project and technical support to enhance project documents and reporting documents for compliance with all applicable regulations. Estimated hours for completion: 40 Hours (20 Hrs. per project) 20 hrs. x $97.50 = $1,950 per project; $1,950 x 2 projects = Total $3,900* • Financial monitoring of two (2) HOME projects. Estimated hours for completion: 20 Hours (20 Hrs. per project) 20 hrs. x $113 = $2,260 per project, $2,260 x 2 project = Total $4,520* The following represents the Technical Support Services scope of work: Administrative technical support services will be provided on as needed basis or as requested by City staff. NOTE: *Depending on the condition of the Subrecipient Agency files, it is possible that the monitoring of these programs can take substantially less time than the amount indicated. 25A-29 P a g e 11 1 12 SECTION VII. SCHEDULE OF HOURLY BILLING RATES MDG proposes to bill for the monitoring and technical support services based on the scope of work and additional information as identified in our proposal on a time and material basis based on the following Schedule of Hourly Billing Rates per hour. MDG is proposing to have three (3) staff members provide the services. Rates will remain the same for the entire term of the agreement. Any other services that are not a part of the scope of work would be billed at our normal rates listed below: SCHEDULEOF HOURLYBILLING RATES Rates effective as of July 1, 2020 STAFF PERSON HOURLY RATE President/Senior Vice President $118.00/11r. Vice President $113.00/11r. Director $108.00/11r. Manager $102.50/Hr. Senior Associate $ 97.50/Hr. Associate $ 87.5041r. Senior Project Assistant $ 72.00/11r. Project Assistant $ 67.00/11r. Secretary $ 46.5041r. Note: If MDG staff is requested by the City to attend a meeting not considered a part of this Proposal or on a day in which a consultant is not scheduled to be on site, the City shall be billed for the time it takes to drive to and from the City and its corporate office. REIMBURSABLE ITEMS: Project Supplies — at Cost Plus 10% Surcharge (If applicable) Prints/Reproductions - at Cost plus 10% surcharge (If applicable) Postage — at Cost plus 10% surcharge (If applicable) 25A-30 Page 12 1 12 RESUMES OF KEY PERSONNEL M D G ASSOCIATES • INC. 25A-31 Rudy E. Munoz President PROFESSIONAL EXPERIENCE: MDG Associates, Inc. - Rancho Cucamonga, CA President: 1991-Present Founder of MDG Associates, Inc., a community development consulting firm that provides services to municipal agencies. Focus on assisting municipal agencies with all aspects of the administration and implementation of HUD funded CPD Programs. These include, but are not limited to the Community Development Block Grant (CDBG), HOME Investment Partnership Act (HOME), Neighborhood Stabilization Program (NSP) and Community Developmet Block Grant — Disaster Recovery (CDBG-DR) programs. Works hand -in -hand with municipalities on the development of implementation strategies and tools that facilitate the management of their CPD programs; provides training for the HUD CPD Programs; if requested provides day-to-day implementation functions of the programs. This includes the development of Consolidated Plans and Action Plans for various programs through programmatic and financial closeout of projects and grants. Assists grantees in developing HUD mandated Policies and Procedures for the management and oversight of various CPD Programs as well as implementation of individual activities such as Housing Rehabilitation, Commercial Rehabilitation, and Homebuyer Programs. Works as a subcontractor to several national Technical Assistance (TA) providers through HUD's Community Compass initiatives. Through the initiative, provides TA and staff capacity buildding to municipalities throughout the U.S. in the CDBG, HOME, NSP (1, 2, and 3) and CDBG-DR Provides in class training and TA in two of HUDs reporting systems; the Integrated Disbursement and Information Systems (IDIS), and the Disaster Recovery Grant Reporting System (DRGR). Assists HUD Headquarters as a beta tester for the updates to the Disaster Recovery Grant Reporting system. Provides training and TA in federal cross -cutting elements inlcuding Financial Management Systems (Uniform Administrative Systems), Davis -Bacon and Related Acts (DBRA), and Assessment of Fair Housing (AFH). Has provided many of the aforementioned training in Spanish for the Commonwealth of Puerto Rico and its municipalities. Cityof Huntington Park —Assistant Director of Comm. Development/Redevelopment Assisted the Director of Community Development in the administration of the department. Directly responsible for the day-to-day administration and management of municipal staff on the CDBG and HOME programs, current and advanced planning functions and code enforcement activities. Acted as Secretary to the City's Planning Commission. City of Montclair —Associate Planner Assisted in the day-to-day planning functions including, but not limited to, California Environmental Quality Act (CEQA) review, Design Review, Subdivisions, Annexations, and Development proposals. Responsible for reviewing and processing Zone Changes, Variances, Conditional Use Permits, and other entitlements. ■ MDCM—L& INC. ■ ■ MDCM-L& INC. ■ Rudy E. Munoz Pa. 2 Booth -Good Architects - Project Assistant Under the direction of the Project Architect, assisted in the design development, and preparation of design development and construction drawings for a variety of building types including single-family residential, multi -family residential and commercial developments. EDUCATION: Bachelor of Architecture (5-Year Degree) California State Polytechnic University, Pomona AFFILIATIONS/ REGISTRATIONS: ICBO - International Conference of Building Officials NAHRO- National Association of Housing and Redevelopment Officials AIA - Prior Associate member of the American Institute of Architects Licensed California General Contractor — California License No.681042 ICBO — Earthquake Retrofit of Wood Frame Homes Certification Certified HOME Program Regulations, HUD (Technical Assistance Provider) Clint D. Whited Vice President PROFESSIONAL EXPERIENCE MDG Associates, Inc. — Vice -President of Grants Management Responsible for the preparation of Five -Year Consolidated Plans, Assessment of Fair Housing (AFH), Analysis of Impediments to Fair Housing Choice (AI), Annual Action Plans and Consolidated Annual Performance and Evaluation Reports in connection with U.S. Department of Housing and Urban Development (HUD) programs including but not limited to the Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME), Neighborhood Stabilization Program (NSP) and Emergency Solutions Grant(ESG). Serves as the lead consultant with assigned clients and is responsible to coordinate the work of assigned consultants to ensure work flow efficiency and quality. Provides technical assistance to clients including cities, counties, and housing developers to enhance client capacity to administer federal and state grant programs. Areas of specialization include compliance monitoring (prevailing wage/labor standards, affordable housing, grant programs, subrecipients), audit preparation, CDBG and HOME technical assistance, policy and procedure development and the implementation of housing programs including all phases of acquisition, rehabilitation and/or development, resale oriental. As a HOME Program Certified Specialist, provides technical assistance to HUD grantees through the HUD OneCPD Technical Assistance program on all phases of program planning, grants management, program design, implementation, monitoring and reporting. Provides technical assistance to grantees as a reviewer for HUDs CDBG and HOME program Ask a Question (AAQ) teams. L.A. County Community Development Commission, Monterey Park, CA Contract Compliance Officer Program Management: 2001-2006 Developed and implemented comprehensive online construction contract compliance guidelines for Davis -Bacon and Section 3. Provided training and technical assistance to subrecipient agencies on contract and labor compliance. Monitored and provided contract compliance oversight to 63 contracts worth approximately $49.3 million. Developed and reviewed interagency agreements, RFPs and bid documents. Prepared comprehensive procurement guidelines for external agencies. Participated in Commission -wide strategic planning process for internal policy and procedure development. =1111107_T11IWki Bachelor of Science— Public Policy and Management University of Southern California, Los Angeles AFFILIATIONS/ REGISTRATIONS: Certified HOME Program Regulations, HUD (Technical Assistance Provider) ■ MDCZ5&T3 INC. ■ Chris Andrews Director PROFESSIONAL EXPERIENCE: MDG Associates, Inc. —Director, 2020 —Current Since joining MDG, Chris has supported the team's grants management and disaster recovery assignments with an emphasis in planning and program implementation. Chris is a team leader on CPD Programs as well as Disaster Recovery assignments for MDG. He works as a subcontractor to several national Technical Assistance (TA) providers through HUD's Community Compass initiatives. Chris serves as a lead consultant for HUD funded CPD programs with assigned clients and is responsible for coordinating the work of assigned MDG staff to ensure work -flow efficiency and quality. Provides technical assistance to clients to enhance client capacity to administer CPD programs as well as disaster recovery grant programs. Areas of specialization include compliance monitoring, audit preparation, policy and procedure development. Chris Andrews serves as the Director of MDG's Disaster Recovery division. During his tenure at MDG, he has been responsible for the management of Disaster Recovery assignments for MDG where his experience and proven track record of working with grantees, HUD CPD staff at the national and local level, as a HUD subcontractor is utilized in providing clients with effective solutions that produce desirable outcomes. Works as a subcontractor to several national Technical Assistance (TA) providers through HUD's Community Compass initiatives. Through the initiative, provides technical assistance to HUD grantees on implementation, monitoring and reporting. Columbia University — Earth Institute; Disaster Housing SME, 2019 Chris was the lead author of two curricula series funded by FEMA to train disaster housing professionals and stakeholders to leverage disaster housing and supportive housing services. The first curricula focused on program elements and best practices related to rapid rehabilitation programs such as the Sheltering and Temporary Essential Power (STEP) and the Multi -Family Lease and Repair (MLR) programs. The second curricula provided guidance on the application of the Disaster Case Management program. Each curriculum used a range of adult learning principles to maximize participant engagement and retention. The Cloudburst Group, Practice Area Lead, 2017 - 2019 As the Practice Area Lead, Chris oversaw Cloudburst's portfolio of housing and community development TA assignments and contracts. Chris worked closely with staff, clients and partners to ensure that Cloudburst projects were completed within schedule and scope. Programmatically, Chris worked with states and cities across the country to design, implement and evaluate housing investment strategies. He developed resources, delivered trainings and provided direct support to grantees on CDBG program elements and cross -cutting rules and regulations including the Consolidated Plan, fair housing, URA, environmental reviews and reporting and recordkeeping. Chris also oversaw Cloudburst's disaster technical assistance portfolio. He provided direct support to communities to develop housing strategies and programs to support vulnerable populations and worked with communities across the country to design and implement mitigation elements into existing HUD CPD programs. Chris led HUD's technical assistance team in Puerto Rico for CDBG-DR, supporting the launch and early implementation of the Commonwealth's programs. 0 MDG "OLM(AAJ2 Nc. 0 ■ MDGa25*J3sIINC. ■ Chris Andrews Director The Cloudburst Group, Senior Planner, 2014 - 2017 Chris launched Cloudburst's state and local portfolio to provide planning and compliance assistance to states and cities across the country. Chris managed more than 10 teams to incorporate data -driven, market -based research into housing and community development planning. Chris worked closely with cities across country to conduct detailed needs assessments of existing HUD CPD programs and provide recommendations and support on how to alter existing programs to more effectively meet the community's needs. Chris collaborated with HUD on ways to better integrate disaster resiliency and fair housing into the Consolidated Plan process. Independent Consultant, 2012 - 2014 As an independent consultant, Chris worked closely with federal, local and nonprofit clients. Chris developed H UD's guidebook for the HUD Environmental Review Online System (HEROS) and supporting documentation. Chris worked closely with six communities to develop strategic housing investment strategies and supported the San Francisco Foundation to develop a financial implementation toolkit for transit -oriented development advocates to assess the development feasibility of project sites throughout the region. The Cloudburst Group, Analyst, 2009 - 2012 Chris provided project support to CDBG, HOME and NSP TA assignments. Chris assisted in developing policy and procedure manuals for more than 10 grantees and worked closely with grantee staff to adapt tools and resources to the grantee's programs. Chris served as lead data analyst in the development of Puerto Rico and St. Louis's housing strategies. US Peace Corps (Senegal, Small Business Advisor, 2007-2009 Chris worked as a teacher and business counselor at a girl's vocational school. He supported two groups of recent graduates through providing access to a revolving loan fund and consultation as they launched and operated small businesses. Chris also served as the Regional Volunteer Lead, in which he was responsible for overseeing volunteer grant proposals and updating and implementing the Peace Corps Kaolack Regional Strategy. EDUCATION: Master of City Planning, 2014 UC Berkeley, Berkeley, CA Certificate in Real Estate Development, 2014 UC Berkeley, Berkeley, CA BachelorofArts— Economics: Public Policy, 2007 Colby College, Waterville, ME COMPUTER SKILLS MS Office applications (Word, Outlook, Excel, PowerPoint), Adobe Creative Suite, ArcGIS, HUD Integrated Disbursement and Information System (IDIS) 0 MDG (AAJ2 NC. ■ Frank Perez SeniorAssociate PROFESSIONAL EXPERIENCE: MDG Associates, Inc. — Rancho Cucamonga, CA Senior Associate: 2011 -Present Provides Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME), and Emergency Solutions Grant (ESG) consulting services to U.S. Department of Housing and Urban Development (HUD) grantees. Assists clients in the design and implementation of NOFA processes, development of Annual Action Plans, preparation of environmental reviews, preparation of written agreements, review of performance reports, approval of payment requests, Integrated Disbursement and Information System (IDIS) data entry and management, and preparation of the Consolidated Annual Performance and Evaluation Report. Areas of specialization include subrecipient management, program monitoring and nonprofit capacity building. Responsible for Davis -Bacon and Related Acts (DBRA) prevailing wage compliance and monitoring, including bid document preparation, HUD-11 Employee Field Interviews, review of certified payroll reports, identification and resolution of labor standards violations, MBE/WBE and Section 3 compliance. Assists in the monitoring of CDBG and HOME funded projects for compliance with HUD regulations. Conducts subrecipient programmatic and financial monitoring of CDBG funded projects to determine compliance with HUD regulations. Also responsible for reviewing applications for participation in rehabilitation programs to verify compliance with CDBG and HOME program requirements. Accurate Background, Customer Service Manager Managed customer service call center for pre -employment background check organization. Ensured all aspects of a client's background check met federal reporting guidelines, contained accurate information, and ensured all technical questions were address regarding a client's background check Ensured all productivity accomplishments were recorded monthly, quarterly, and yearly. Specialized in the implementation of I-9 (E-Verify) program platform for the organizations customer service center, ensuring that all clients had a digital platform to enter and view requests, ask questions through a chat session, and provide technical assistance about their accounts. Account manager for customer service requests for the organizations largest client, Starbucks. Target Corporation, Executive Team Leader Plan, organize, and supervise sales -floor, logistics, and guest services teams in various store locations throughout Orange County. Implemented best practices, monitored team productivity, report generation and statistical review, performance management to ensure efficiency and productivity levels were meeting company standards. Relevant Student Course Work Econometrics, Labor Economics and Business Finance, Business Accounting, Financial Investment, Business Decisions, Economic Development, and Money and Banking. Computer Skills: Microsoft Office (Word, Excel, Outlook, and Power Point, Adobe) Bilingual: English/Spanish EDUCATION: Bachelor in Business Economics & Administrative Studies University of California, Riverside 0 MDGA'AA NC. ■ REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE: APPROVE AN AGREEMENT WITH THE LIBRARY CORPORATION FOR A LIBRARY AUTOMATION SYSTEM AND HOSTING SERVICES FOR AN ANNUAL AMOUNT NOT TO EXCEED $43,393 AND A TOTAL AGREEMENT AMOUNT OF $216,965 (GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute an agreement with The Library Corporation for a library automation system and hosting services for an annual amount not to exceed $43,393 and a total agreement amount of $216,965 for the period June 18, 2020 to June 17, 2023 with two, one-year renewal options through June 17, 2025, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Library Corporation provides a web -based client server that manages library accounts and maintains an inventory of books in stock and circulating. The software allows patrons to search the catalog in-house from a Library computer, or remotely through an Internet connection. The software includes a report module that produces a variety of information, including circulation statistics and the number of titles in each collection. The acquisition module helps manage the book budget for each collection and provides a quick and efficient way to search for new titles, process orders, and catalog items being added to the collection. This system is an integral part of the day-to-day operations of the Santa Ana Library. Therefore, staff recommends that the City enter into an agreement for a new term with The Library Corporation to continue providing the needed services (Exhibit 1). STRATEGIC PLAN ALIGNMENT 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 will be budgeted and made available in the following account for the specified years: 25B-1 Agreement with The Library Corporation for an Library Automation System and Hosting Services May 19, 2020 Page 2 Fiscal Accounting Fund Accounting Unit, Account Amount Year Unit -Account # Description Description FY 20-21 01111190- General Fund Library -Technology and Support $43,393 62300 Services, Contractual Services - Professional FY 21-22 01111190- General Fund Library -Technology and Support $43,393 62300 Services, Contractual Services - Professional FY 22-23 01111190- General Fund Library -Technology and Support $43,393 62300 Services, Contractual Services - Professional If renewed, funds will be budgeted and made available in the following account for the specified years: Fiscal Year Accounting Unit -Account # Fund Description Accounting Unit, Account Description Amount FY 23-24 01111190- General Fund Library -Technology and Support $43,393 62300 Services, Contractual Services - Professional FY 24-25 01111190- General Fund Library -Technology and Support $43,393 62300 Services, Contractual Services - Professional Exhibit: 1. Agreement 25B-2 Library•Solution Integrated Library System Hosted Contract For City of Santa Ana THIS AGREEMENT (hereinafter referred to as "Agreement") is made between The Library Corporation, Inc., a corporation organized under the laws of the State of Maryland, with its principal place of business at Research Park, Inwood, West Virginia, party of the first part (hereinafter referred to as "The Library Corporation" or "TLC"), and City of Santa Ana a charter city and municipal corporation, party of the second part (hereinafter referred to as "Library" or "Licensee"). WITNESSETH: WHEREAS, The Library Corporation has developed a computerized System (hereinafter referred to as "Library Solution") consisting of Hardware and Software for Authority Control, Cataloging/Database Management, Public Access Catalog, Circulation, Acquisitions, Serials Control, OPAC, and Z39.50 server, and provides "Hosting Services" to libraries, and the Library is desirous of having TLC provide Library•Solution as a "Hosted Solution;" NOW, THEREFORE the parties mutually agree as follows: Definitions: 1.1 "Hardware" is defined as all Hardware and products including, but not limited to, the (a) computer, disk drives, tape drive(s), and interface, (b) monitor(s) and terminals, (c) barcode scanner(s), (d) printers, (a) wiring and communication devices and (f) supplies for such Hardware. 1.2 "Licensed Software" and "Modules" are defined as LibrarySolution computer programs, including, but not limited to, (a) the integrated Library Systems in the Data server, (b) the PCbased Modules provided by The Library Corporation that are resident in the PC workstation(s), and (c) the operational programs stored in the Data server. The Licensed Software is listed in Schedule E and includes all corrections, modifications and enhancements thereof, as well as all applicable Oracle licenses and Licensed Software. 1.3 "Hosted System" and "Hosted Solution" are defined as the provision of the System by TLC to the Library via Hosting Services. 1.4 "Hosting Services" are the services described in Schedule I by which TLC will install, implement, operate, and maintain the System at a Host Location remote from the Library's premises and deliver access to and use of the System by the Library over data communications lines, including the Internet. City of Santa Ana Page 1 25B-3 1.5 "Host Location" is the location where the Hosted Solution is located, from which Hosting Services are delivered by TLC to the Library. 1.6 "Initial Customer Database" is defined as the Library's existing electronic bibliographic, patron, and transaction data. 1.7 "Data Conversion" is defined as the migration by The Library Corporation of the Library's Initial Customer Database for use with Library -Solution. 1.8 "Error" or 'Bug" is defined as any function that is performed incorrectly or inconsistently by the Software resulting in incorrect data or failure of the System to provide the correct response. 1.9 "Contract" is defined as this document. 1.10 The terms "Software" and "Software Materials" and "Licensed Software Materials" in this Agreement shall also mean any machine-readable or printed material not included in the Licensed Software and which is designated by The Library Corporation as available under license to libraries who have licensed the program to which those materials relate, including documentation of the System. 1.11 "Documentation" is defined as TLC's current published product descriptions, both printed and electronic, for the System, Hardware, Software, Hosted Solution, and Hosting Services. 1.12 "Licensed Software Updates" is defined as periodic enhancements and additional functionality added to the Licensed Software. 1.13 "Sub -Licensed Software" is defined as all applicable Microsoft, Oracle and Cognos Software provided to the Library by The Library Corporation. The Sub -Licensed Software is subject to such limitations and restrictions as those required by the original licenser. 1.14 "Sub -Licensed Software Updates" is defined as periodic enhancements and additional functionality added to the Sub -Licensed Software. 1.15 The term "Databases" refers to Library of Congress MARC Database and other information formatted for use by the Licensed Software and provided on machine-readable media by The Library Corporation. 1.16 The terms "Customer's Database" and "Library's Data" and "Library's Database" are defined as the Library's patron, circulation transaction, and MARC catalog machinereadable data, contained in the System or Hosted Solution. 1.17 The "Installation Date" shall be the day on which the Library begins production use of the Hardware, Licensed Software, Hosted Solution, and Hosting Services with the Library's Data fully loaded and available to the Library. City of Santa Ana Page 2 25B-4 Statistics. Statistics set forth in Schedule A, Library Statistics, include the numbers estimated in January 2020 of titles, number and type of terminals, number of locations, total items circulated annually at each location, and the number of items in the collections at the Library locations where the System is to be used. 'Items" are defined as materials circulated by the Library (individual copies of books, records, cassettes, etc.). Since The Library Corporation relies on these Statistics to choose the type of Hardware and to set parameters of the Software, the Library agrees that its Statistics as shown are reasonably correct. Term. This Agreement is effective until it is terminated according to the provisions contained herein. The Library can terminate this Agreement upon ninety (90) days written notification to The Library Corporation of its intention to terminate. There is no fee for early termination, however, there shall be no refund of any remaining balance(s), which have already been paid by the Library. After the three-year contract has ended TLC will provide (2) one-year extensions at the annual cost. 3.1 Upon termination by the Library, charges for TLC -assisted or customized extract of item and patron data will be charged at the then current rate. 3.2 Termination. The Library Corporation may discontinue any license or terminate this Agreement upon written notice if the Library fails to comply or to contest within thirty (30) days of receipt of such notice, with any of the terms and conditions of this Agreement. In the event the Library becomes insolvent or voluntarily or involuntarily bankrupt or a receiver, or if the Library makes an assignment for the benefit of creditors, then The Library Corporation at its option may immediately terminate this Agreement by notice to the Library to that effect. In no event shall this Agreement be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and any such assignment or attempted assignment shall be void and in no event shall this Agreement or any rights or privileges hereunder be an asset of the Library under any bankruptcy, insolvency or reorganization proceedings. 3.3 Term of the Hosting Services Agreement. The Hosting Services Agreement, a sample of which is contained in Schedule I, shall be effective until it is terminated according to the provisions contained therein. Library Corporation Fees and Deliverables. According to the Statistics in Schedule A, and subject to any special conditions appended in Schedule J, Additional Considerations, The Library Corporation will provide deliverables detailed in the following schedules at the fees indicated: Schedule B: Conversion, Processing and Implementation Schedule C: Hosted Solution Costs Schedule D: Peripheral Hardware and Maintenance Schedule E: Software Schedule F: Cataloging Database Subscriptions Schedule G: Installation and Training Schedule H: Payment Schedule Schedule I: Hosting Services Schedule J: Additional Considerations City of Santa Ana Page 3 25B-5 Payment. Payments for Hardware, Software, and all other goods and services shall be made in accordance with the terms that are set forth in Schedule H. Fees enumerated in Schedules B though G are summarized in Schedule H. 6 Site Preparation. It is understood and agreed that the aforesaid fees do not include any site preparation or installation costs except as described in Schedule G, Installation and Training. 7 Licenses. The Library Corporation hereby grants to the Library a perpetual, non -transferable and non-exclusive license to use the Licensed Software. Each License granted under this Agreement authorizes the Library to: (a) use the Licensed Software, in object code form only, at the location specified herein and on the designated number of display units at the location and a number of remote locations authorized in Schedule A, or as provided by Schedule E, (b) utilize the Licensed Software Materials in printed form and the Database in machine-readable form in support of the use of the System. b. No title to or ownership of the Software is transferred to the Library, and it remains the proprietary property of The Library Corporation. c. The Library shall not allow the Software or any portion of, to be reverse -compiled or disassembled. d. The Library Corporation may terminate all proprietary licenses granted hereunder and require return of the Software if the Library fails to comply with these terms and conditions. The Library Corporation shall have the right to enforce these terms and conditions against the Library. e. If the Licensed Software is to be used at other than the designated location(s) as specified by Schedule A, additional licenses may be required for each additional location as addressed in Schedule E, Software. If the Library cannot perform its data processing at the Host Location because of network conditions beyond the Library's control, the affected licenses will be temporarily extended to permit the Library to use the licensed program material at another location. f. The Library must notify The Library Corporation of the Library's intention to change the designation of the location at which Licensed Software is to be used. g. The Library Corporation must notify the Library of The Library Corporation's intention to change the designation of the Host Location at which the Hosted Services are located. City of Santa Ana The Library Corporation hereby grants to the Library a perpetual, non -transferable and nonexclusive license to use the Sub -Licensed Software. The Sub -Licensed Software is governed by the licensing terms and conditions of the owners of those Software products, as identified in Section 1.13 of this Agreement. Page 4 r 8 The Library shall: a. Pay all costs associated with data lines. b. Pay shipping charges for all Peripheral Hardware purchased from The Library Corporation as defined in Schedule D. c. Pay all fees to previous vendor for export & delivery of Initial Customer's Database. 9 Privacy of Data. The Library Corporation agrees not to use patron details such as names, addresses, etc., for any purpose other than providing requested services to the Library and agrees not to transmit the Library's Data to any third party, except as requested by the Library. All bibliographic, item, fine, patron, and other records entered into the Library's Database on the Library's System or supplied to The Library Corporation by the Library are and shall remain the sole property of the Library. The Library Corporation shall not, without the Library's written consent, copy or use such records except to carry out contracted work, and shall not, without the Library's consent, transfer such records to any other party not involved in the performance of this Agreement, and shall return submitted records to the Library upon completion of the work hereunder. The Library shall have the right, without the consent of The Library Corporation to extract such data in industry -standard formats, using The Library Corporation's Software and at no cost to the Library. The Library acknowledges that the methods of storage, compilation, format, and layout constitute proprietary and trade secret information of The Library Corporation and are protected by federal copyright law. The Library Corporation agrees to assist the Library within thirty (30) days of such request, in making such extracts. 10 Protection and Security. All Licensed Software Materials, including, but not limited to Documentation, contain proprietary information, use of which is limited by the licenses granted in this Agreement. The Library will not disclose or otherwise make available any Software Materials in any form to any third party except to the Library's employees, or to agents directly concerned with licensed use of the program. 11 Warranty a. The Library Corporation warrants that The Library Corporation has the right to license the Software listed in Schedule E, Software, and to grant sub -license to the Sub - Licensed Software as defined in Section 1.13. The Licensed Software will perform the functions set out in the Documentation. Thereafter The Library Corporation will provide program service and maintenance as described in Schedule H, Part 2, Software Support. b. The Library Corporation does not warrant that the operation of the Licensed Software will be uninterrupted or Error -free or that all program defects will be corrected. c. The Library Corporation agrees, however, to make its best efforts to correct all reproducible material Errors in programming and discrepancies between the City of Santa Ana Page 5 25B-7 Documentation and the actual Software performance. The Library Corporation further agrees to make its best efforts to correct any Hardware or Software problems that result in total System "downtime". d. The Library Corporation warrants that the Library shall acquire good and clear title to the Hardware purchased hereunder, free and clear of all liens, claims, or encumbrances from a third party. Title to the Hardware purchased from The Library Corporation by the Library shall pass from The Library Corporation to the Library upon payment of the final balance due, as outlined under Schedule H, Payment Schedule. e. Hardware purchased under this Agreement will be newly manufactured. f. The above warranties will apply as long as the Library has maintained Hardware Maintenance as provided by Schedule D and Software Support as provided by Schedule E or during the time of Hosted Services. 12 Software Support and Maintenance. a. Telephone support and Licensed Software Updates will be provided as part of the annual Software support service fee, as provided for in Schedule H of this Agreement. The initial cost of the Software includes first -year Software support. Payment of the annual Software support fee entitles the Licensee to continued use of the Software. b. Licensed Software Updates will be made upon release. 12.2.1 The Library Corporation agrees to notify the Library at least 12 months prior to the release of a mandatory Licensed Software Update that would require a Hardware enhancement. c. The Library Corporation reserves the right not to release Licensed Software Updates to the Software during the term of this Agreement. Failure to release Licensed Software Updates to the Software does not constitute default on the part of The Library Corporation because of the continuation of the right to use telephone support and other support -related services. d. After a period of five years from the date of the execution of this Agreement, The Library Corporation can discontinue Software support upon two years written notification to the Library and the warranties provided by Section 12.1 of this Agreement shall remain in effect. e. The Library Corporation shall not be responsible for correcting any adverse effects on performance or operation as a result of the Library's use of (a) third -party Hardware or Software, and/or (b) Databases and networks external to the Library•Solution System, in conjunction with the Library -Solution System. When resources are available, The Library Corporation may provide consultation services or assistance relating to the Library's use of such third -party Hardware and Software, external Databases and networks, and The Library Corporation reserves the right to charge, at the then -published rate, for such services and assistance. City of Santa Ana Page 6 13 The Library's Election of Hosting Services The Library has elected to receive Hosting Services for operation and delivery of the System to be provided as a Hosted Solution according to the provisions of the Hosting Services Agreement that is to be separately executed by the parties in addition to this Agreement. a. Acceptance and Payment The Hosting Services Agreement contained in Schedule I of this Agreement defines procedures for Acceptance of the Hosted Solution and Hosting Services that is a prerequisite for full payment of the amounts due under this Agreement as specified by Schedule H. 14 Special considerations (A) TLC acknowledges that the library's financial commitment in purchasing and maintaining the system is substantial and that the library enters into the contract expecting vendor will remain in business in the foreseeable future to service and maintain the system and fulfill TLC's obligations. Accordingly, TLC represents and warrants that it: 1. Has not received any notice or claim from any other party that any portion of the system is being used contrary to or in violation of another party's patent, copyright, trademark, trade secret, license, or other intellectual property interest; 2. Is not now negotiating for the sale or transfer of its business or assets to another entity or company; 3. Has no knowledge or information that, in the foreseeable future, its ability to fulfill its obligations and commitments to the library will be hindered or jeopardized. 15 Patent and Copyright. The Library Corporation will defend the Library against any claim that Licensed Software or Software Materials or Sub -Licensed Software or Hardware furnished and used within the scope of the licenses and Sub -Licenses and titles to Hardware granted herein infringe a U.S. patent or copyright and The Library Corporation will pay resulting costs, damages and attorney fees finally awarded, provided that: (a) the Library promptly notifies The Library Corporation in writing of the claim, and (b) The Library Corporation has sole control of the defense and all related settlement negotiations. b. If such claim has occurred, or in The Library Corporation's opinion is likely to occur, the Library agrees to permit The Library Corporation at its option at no additional expense to the Library either to procure for the Library the right to continue using the Licensed Software or Sub -Licensed Software or Hardware or to replace or modify the same so that they become non -infringing. City of Santa Ana Page 7 25B-9 c. The Library Corporation shall have no obligation to defend the Library or to pay costs, damages, or attorney's fees for any claim based upon (1) use of other than a current unaltered release of the Licensed Software if such infringement would have been avoided by the use of a current unaltered release of the Licensed Software, or (2) the combination, operation or use of any Licensed Software or data with non -Library Corporation programs or data if such infringement would have been avoided by the combination, operation or use of the Licensed Software with other Library Corporation - approved programs or data. d. The foregoing states the entire obligation of The Library Corporation with respect to infringement of patents or copyrights. 16 Limitation of Remedies. The Library's right to recover damages to property caused by The Library Corporation's fault or negligence shall be limited to one million dollars ($1,000,000.00), except for a patent or copyright violation as contained in paragraph 15, Patent and Copyright. The Library Corporation shall not be liable in any event for any damages resulting from the Library's use of products, even if advised of the possibility of such damage. This limitation of liability shall apply regardless of the form of action, whether in contract or tort, including negligence. This Agreement shall be subject to the provisions of the Uniform Commercial Code, with all Hardware and Software to be defined as "Goods". a. In no event will The Library Corporation be liable for any damage caused by the Library's failure to perform its responsibilities or for any lost profits or other consequential, special, or indirect damages, even if The Library Corporation has been advised of the possibility of such damages. 17. Waiver of rights. The waiver or failure of The Library Corporation to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. 18. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the remaining provisions shall not be affected in any way. 19. Headings. The headings of the various Paragraphs and Subparagraphs herein are for convenience only and shall not control or affect the meaning or construction of any provisions of this Agreement. 20. Governing Law. This Agreement shall be subject to all applicable laws of the Federal Government of the United States of America and to the laws of the State of California. The applicable law for any legal disputes arising out of this Agreement shall be the law of the State of California. 21. Saving Clause. All quotations and Agreements are contingent upon accidents, fires, availability of materials, and all other causes beyond the control of either party. Typographical and stenographic errors are subject to correction. Terms inconsistent with those stated herein, which might appear on the Library's formal order or Request for Proposal, will not be binding on The Library Corporation. City of Santa Ana Page 8 25B-10 22. Assignments. The Library and The Library Corporation agree that no sublicensing, nor assignment of its rights or interest, nor delegation of its duties under this Agreement shall be made or become effective without the prior written consent of The Library Corporation or the Library. Any attempted sublicensing, assignment or delegation by either party without prior written consent of the other party shall be wholly void and ineffective for all purposes. 23. Taxes not included. The charges shown on this Agreement do not reflect applicable federal, state, and local taxes which may be added to the amounts shown at the time of invoicing. 24. Whole Agreement. This Agreement, including Schedules A through L and the documents listed below and referenced attachments which are defined in aggregate as the Contract Documents, constitute the entire Agreement between the parties and supersedes all proposals, presentations, representations, and communications, whether oral or in writing, between the parties on this subject. Latter Agreements supersede former Agreements. Neither party shall be bound by any warranty, statement, nor representation not contained herein. The signatories acknowledge reading and agree to comply with all terms and conditions. 25. Amendments. Amendments and modifications to all, or any part, of the Agreement and to the Schedules A through L and referenced attachments, may be made, and shall be binding, only if in writing and signed by duly authorized representatives of both parties. IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement on the dates set forth below. ACCEPTED FOR THE LIBRARY Date ACCEPTED FOR THE LIBRARY CORPORATION Title Treasurer Date April 29, 2020 i City of Santa Ana Page 9 25B-11 Schedule A Library Statistics Estimated Number of patrons: 135,621 (active) Estimated Number of Titles: 180,308 Estimated Number of Circulations: 243,016 Number of Library Sites: 3 Number of Staff Licenses*: 81 Total Number of PAC stations: Unlimited The Library Corporation One Research Park Name and address of host location: Inwood, WV 25428 c/o Evoque DCSTm 21571 Beaumeade Circle Ashburn, VA 20147 *Staff Licenses refers to the unique individual that will access the TLC software. Any physical station may allow multiple users to access the software (Circulation, Cataloging, Online Selection & Acquisitions etc.) using their own username i.e. users are portable. City of Santa Ana Page 10 25B-12 Schedule B Conversion, Processing and Implementation* Data Preparation Number of Bibliographic Records: 180,308 (est.) Data Preparation and Clean-up • Data Clean-up and Normalization • Authority Control Processing • Global Updating of Headings • RDAExpress retroactive conversion of your cataloging standard. • Migration of Library Data to Library -Solution 2. Project Implementation Services existing MARC records to the new RDA • Project Management i. Project Initiation — Outline Milestones & Deliverables ii. Coordination with 3'd party vendors iii. Operation Review — Rules configuration, collection review & workflow analysis iv. System "Look and Feel' collaboration with staff v. Iterative management process to keep library updated on project progress • Enable ongoing access to national authority files • Customized PAC appearance • Library Policy and Rules Configuration setup • User previsioning and access models defined • Migration Review upon "Go -live' City of Santa Ana Total Conversion & Implementation cost: n/a Page 11 25B-13 Schedule C Hosted Solution Costs Service One-time costs 1. Hosted -Solution Setup n/a 2. Annual Maintenance First year total City of Santa Ana n/a 1s' year support $5,000 Ongoing Annual support per year 2020-2025 n/a Ongoing annual cost: $5,000 Page 12 25B-14 Schedule D Peripheral Hardware and Maintenance Annual Support One -Time Costs 1. Component Cost Years 2+ 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 City of Santa Ana N/A Page 13 25B-15 Schedule E Software According to the provisions of this Agreement The Library Corporation grants perpetual, non -transferable and non-exclusive licenses for the following Software and Databases, subject to the terms and conditions of this Agreement for use at the location(s) specified in Schedule A. 1. The Library Corporation, Library -Solution Integrated Library System and additional modules: Annual Support Quantity Description Cost Per Year (if applicable) 2020-2025 Library- Solution Core • LS2 Staff • LS2 Cataloging • LS2 Reports • LS2 PAC 1 LS2 Kids PAC $32,369 • LS2 Inventory • Oracle Database licensing • Ongoing Authority control • LibraryZ (Z39.50 server) 81 Staff workstation licenses* Included Multi-lingual PAC option Included OSA Included Serials Included SIP Server (unlimited connections) Included Email Server license $50 OPAC Enrichment $5,974 TOTAL $38,393 *Cost to add additional L•S Software licenses is $1,000 per user and annual support is $200 per year / per user. *Cost to add additional Report licenses is $400 per user and annual support is $100 per year / per user. City of Santa Ana Page 14 25B-16 Schedule F Cataloging Database Subscriptions The Library Corporation will grant perpetual, non -transferable and non-exclusive licenses for the following cataloging database subscription, subject to the terms and conditions of this Agreement for use at the location(s) specified in Schedule A. Quantity Description Initial Cost Annual Cost City of Santa Ana TOTAL N/A Page 15 25B-17 Schedule G Installation and Training Installation 1.1 Onsite set-up for printers and workstations at the library, if necessary. 2. Training 2.1 Three (3) days of onsite, formal training for one TLC trainer to train the library's staff, at a single location to be determined collaboratively by the library and TLC. 2.1.1 One (1) day of onsite assistance immediately following formal training for TLC trainer to answer questions and assist staff as they work with the new system. 2.1.2 If the Library feels more training is needed, additional days can be purchased at 1,500/day for on -site training or $750/day for remote training. Note: All of TLC's own related training expenses are included. N/A City of Santa Ana Page 16 25B-18 Schedule H Part 1 Payment Schedule 1. Summary of charges: Annual Cost Per Year Annual Cost For Fiscal Years Conversion, Processing and 2020-2025 Implementation Services (Schedule B) n/a n/a Hosted Solution Costs (Schedule C) $5,000 $5,000 Peripheral Hardware (Schedule D) n/a n/a Shipping (Schedule D) n/a n/a Software Subscription(s)' (Schedule E) $38,393 $38,393 Cataloging Database Subscriptions (Schedule F) n/a n/a Installation and Training (Schedule G) n/a n/a TOTAL $43,393 $43,393 Payment Schedule: Annual license support will be invoiced 90 days prior to the annual renewal date(s) of July 1s' and will be due by or before the renewal date. *After the three-year contract has ended TLC will provide (2) one-year extensions at the annual cost. City of Santa Ana Page 17 25B-19 Schedule H Part 2 Software Support Years One (1) through Five (5) Annual Licensed Software Support Cost (included in Software Subscription) Annual Licensed Software Support includes telephone diagnostic service available during normal company business hours (6:30 a.m. — 9:00 P.M. EST Monday - Friday) additionally with emergency referrals from The Library Corporation's Operations Center to on -call personnel, 24 hours per day, and 7 days per week. Library•Solution customers have access to The Library Corporation's toll -free (800) telephone line. Software support covers trouble -shooting of all software -related problems and provision of updates to the latest version of the System Software. First -year software support is included in software costs. 3. Software support fees include: • Library -Solution Core ILS (as outlined in Schedule E) Email Server License • OPAC Enrichment • OSA • Serials SIP Server • Ongoing Authority Control SCHEDULEI City of Santa Ana Page 18 25B-20 Hosting Services Agreement By execution of this Hosting Services Agreement the parties agree that TLC will provide Hosting Services to the Library by which as described herein TLC will install, implement, operate, and maintain System at a Host Location remote from the Library's premises and deliver access to and use of the System as a Hosted Solution by the Library over data communications lines, including the Internet. The Library Corporation will own the computer server Hardware upon which the Hosted Solution is operated. TLC's remote hosting facility is located at 21571 Beaumeade Circle, Ashburn, VA 20147. General. TLC will provide to the Library Hosting Services for operation and delivery of the Hosted Solution over data communication lines substantially in accordance with applicable Documentation and TLC's then -current published product descriptions for the Hosting Services. As part of the Hosting Services, TLC will (a) configure, install, house, maintain, monitor and operate the System and all of the Hardware (including, but not limited to the computer, disk drives, tape drives) and Software components provided by TLC; (b) provide access to the Hosting Services; and (c) secure and maintain connectivity with third -party telecommunication providers, all as necessary to provide the Hosting Services and the Library's Database via the Internet. Institution is responsible for securing and maintaining its own Internet connectivity to access the System and the Hosting Services. 2. Hosting Services Detail TLC Hosting was designed to offer our products to libraries who desire a higher level of outsourced server hardware service and support. Hosted Service & Maintenance includes: • State of the art hosting facilities with redundant data communication lines and load balancing to ensure the best performance. • Fully redundant power using redundant PDU's, battery backup and diesel generators • Multi layered network security. • Nightly backup • Comprehensive 24x365 monitoring • Operating System updating • Database configuration and updating • TLC Software updating • The fastest possible response time for any server -related issues Additional services that TLC provides as part of TLC Hosting include: The data center is housed in a resilient, secure and redundant business class data center. This location is managed by Evoque DCSTm and features high -bandwidth, auto-failover connections with 99.9% uptime. City of Santa Ana Page 19 25B-21 In the event of an unrecoverable, localized disaster, such as an equipment malfunction, the customer's hosted solution would be restored to a standby server and any lost data would be restored from the nightly backups. Should we experience a disaster that would affect the entire data center, operations would be temporarily relocated to our corporate datacenter located at our Headquarters in Inwood, WV. 3. Service Level. TLC will use its best efforts to provide the Hosting Services and to establish, operate, and maintain the Hosted Solution in accordance with this Hosting Services Agreement. TLC's obligations under this Hosting Services Agreement are subject to materials and services provided by equipment, telecommunications and/or other suppliers and to delays by or actions of Institution or third parties. The Library acknowledges that the Hosting Services may be subject to temporary interruptions due to causes beyond TLC's reasonable control, and such temporary interruptions will not be deemed to be a breach of any obligations under this Hosting Services Agreement. 4. Uptime Commitment TLC will use its best efforts to ensure that the Hosted Solution is available 99.9% of the time (the "Uptime Commitment"). The Uptime Commitment will be measured as follows: Uptime Commitment= (T-P-D)/(T-P) * 100% T = the total number of minutes in the respective month P = planned outages (which will not exceed four (4) hours per month), telecommunications or power disruptions caused by third parties, any other causes beyond TLC's reasonable control, and excluding other times described herein. D = the total number of minutes of unplanned downtime in the month. TLC agrees to notify the Library promptly of any factor, occurrence, or event coming to its attention that may affect TLC's ability to meet the Uptime Commitment, or that is likely to cause any material interruption or disruption of the Hosting Services. Notice of scheduled maintenance shall occur 3 days prior to scheduled downtime. In the event planned emergency maintenance is required, TLC will make best efforts to notify the Library as soon as possible in advance. In the event of a disaster at TLC's Host Location data center, TLC will restore Hosting Services at our corporate datacenter located at our Headquarters in Inwood, WV. 5. Hosted Solution Performance and Response Time Warranties, Testing, and Remediation TLC agrees and warrants that: a. The Software, System, Hosting Services, and Hosted Solution will perform substantially in accordance with the Contract Documents and this Hosting Services Agreement, and if the City of Santa Ana Page 20 25B-22 Hosted Solution fails to perform within the response -time performance levels or functions and capabilities described herein, then TLC will make whatever enhancement to the Hosted Solution that is necessary to provide the contracted levels of performance and functionality as specified by this Hosting Services Agreement within a reasonable time frame and at no cost to the Library. b. During operation of the Hosted Solution under normal business conditions during hours of operations of Library in which the activities of users are not scripted to create pre -defined transaction mixes for purposes of stress -testing licensed software or the response -time performance or capacity of the licensed software, the Hosted Solution shall perform transactions with average response times of <2 seconds as measured at workstations connected to the Hosted Solution server at the Host Location. C. On demand during the term of this Hosting Services Agreement, a thirty (30) minute response time test can be conducted by the Library to determine whether the Hosted Solution is meeting response times of 52.5 seconds at the Library's locations for transactions using one (1) to three (3) workstations connected to the Hosted Solution. d. If the Library determines that the Hosted Solution is performing transactions at a Library site with an average response time of >2.5 seconds, then TLC shall measure performance of transactions at the Host Location and if the average response time of the Hosted Solution is found to be >2 seconds, then TLC will make whatever enhancement to the Hosted Solution that is necessary to provide average response times of 52 seconds as measured at workstations connected to the Hosted Solution server at the Host Location. 6. Acceptance of the System, Hosted Solution, and Hosting Services a. TLC agrees that the Library may test the performance of the System, Hosted Solution, and Hosting Services for an Acceptance Test Period of thirty days from the Installation Date and notify TLC of any non-conformance in performance of the Hosted Solution with the functionality and response times as specified in the Contract Documents and this Hosting Services Agreement. b. If, during the Acceptance Test Period the Library so notifies TLC of any such nonconformance, TLC shall use its best efforts to resolve each non-conformance, and the Acceptance Test Period will then be re -started, during which Library may begin again testing of the Hosted Solution for thirty days from that time. Such testing will continue until the Library notifies TLC that the Hosted Solution is acceptable or until the Acceptance Test Period has expired without notification by the Library to TLC of a non-conformance. City of Santa Ana Page 21 25B-23 In the event that any non-conformance cannot be resolved to the Library's satisfaction, TLC and the Library agree to engage in negotiations to establish an understanding and basis for the Library's continued use and acceptance of the System, Hosted Solution, and Hosting Services. ACCEPTED FOR THE LIBRARY ACCEPTED FOR BY THE LIBRARY CORPORATION BY By C4Z�� (.�O, Tifl. T;, Treasurer City of Santa Ana April 29, 2020 Page 22 25B-24 SCHEDULEJ Additional Considerations 1. Support costs, are stated in Schedule H part 2, and schedule F, and include all Software and Hardware purchased under this agreement. Library -Solution includes IBM Cognos Business Intelligence Version 10.2.0, or higher which delivers a full library of pre -written reports, lists, and notices to support most reporting needs. Report formats include lists, notice forms, bar charts, pie charts, line graphs, and cross -tabs. Staff can schedule the reports to run during off -hours and the reports can be automatically delivered to specified email recipients. One User License per site is included. The User License provides the ability to run any reports in the Reports Library. This license also enables staff to set personal preferences, schedule reports, subscribe to a scheduled report, create and manage report folders, and personalize standard reports. Additional licenses are available at additional cost. City of Santa Ana Page 23 25B-25 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: �- 4� Lisa E. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Brian Sternberg Executive Director Library Services Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: Calvin Whittington Treasurer 25B-26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE APPROVE AGREEMENT WITH THE ORANGE COUNTY SHERIFF'S DEPARTMENT FOR HELICOPTER SERVICES FOR A TOTAL AMOUNT NOT -TO -EXCEED $1,468,144 (GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sl Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ rK•�rnutn�.ic. FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute a three-year agreement with the Orange County Sheriffs Department for helicopter services, for the period of July 1, 2020 through June 30, 2023, for a total amount not to exceed $1,468,144, subject to non -substantive changes approved by the City Manager and City Attorney. The City Council also authorizes the City Manager to execute the subsequent amendments in year two (July 1, 2021-June 30, 2022) and year three (July 1, 2022- June 30, 2023) for the contract amount of the first year of this agreement, $443,548, plus up to ten percent. The three-year agreement not to exceed amount is $1,468,144. DISCUSSION In October 1994, the City of Santa Ana began participating in the Airborne Law Enforcement Services (ABLE) program. ABLE was a regional helicopter program which combined resources from the City of Costa Mesa, the City of Newport Beach and the City of Santa Ana. In 2011, ABLE was discontinued and the City transitioned over to a similar program, administered by the County of Orange, for this service. Airborne Law Enforcement Services allow the Santa Ana Police Department to provide a rapid enhanced response to incidents posing the greatest risk to the public, including robberies, burglaries, assaults, and fleeing felons. The purpose of this contract with the Orange County Sheriffs Department is to provide helicopter services for the City of Santa Ana from July 1, 2020 through June 30, 2023. The County will provide 365 hours of helicopter service under this agreement. Flight hours that are deemed countywide service will not be counted towards the contracted flight hours per year. The following types of calls are deemed countywide service: Vehicle pursuits, bank robberies involving tracking systems, stolen vehicles equipped with tracking systems, riots, felonious suspects within a perimeter, assaults involving a weapon, or an officer in need of assistance. The County will provide the City with a monthly flying hour report detailing assigned call time, patrol time and countywide service time spent over the City's jurisdiction as provided by Sheriff aircrews. 25C-1 County of Orange Helicopter Agreement May 19, 2020 Page 2 The first year agreement cost is $443,548. Due to the inherent unknown nature of providing airborne law enforcement services, the County will reevaluate the cost of this service annually and provide the City with an annual cost estimate. If this item is approved as presented, the City Council will authorize the City Manager to execute subsequent amendments for years two and three as long as the annual increases do not exceed 10 percent. Any increase beyond ten percent for any amendment of this Agreement will require City Council approval. The Santa Ana Police Department will also provide one full-time sworn pilot/observer to the Orange County Sheriffs Department for this program. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to achieve Goal #1 - Community Safety, Objective #5 (provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana). FISCAL IMPACT Funds for this agreement are available and will be appropriated in future budget years as follows:. The annual amounts for Years 2 and 3 represent the maximum increase of ten percent that the City Manager is authorized to approve, however, annual increases will most likely be less. Fiscal Year Accounting Unit - Account# Accounting Unit, Account Description Amount FY 2020-21 01114420-62300 Field Operations Contract Services $443,548 FY 2021-22 01114420-62300 Field Operations Contract Services $487,903 FY 2022-23 01114420-62300 Field Operations Contract Services $536,693 Total $1,468,144 Exhibit: 1. Agreement with the County of Orange 25C-2 AGREEMENT FOR LAW ENFORCEMENT HELICOPTER SERVICES AND THE COUNTY OF ORANGE This Agreement is made by and between 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 referred to as "CITY", and the COUNTY OF ORANGE, a political subdivision of the State of California, hereinafter referred to as "COUNTY", based on the following: A. COUNTY, through its SHERIFF -CORONER (hereinafter referred to as "SHERIFF"), employs, maintains, trains and equips personnel capable of responding to requests for law enforcement helicopter services from ground based law enforcement personnel. B. CITY is responsible for providing law enforcement services within its jurisdiction, which include law enforcement helicopter services. C. COUNTY represents that it is qualified and willing to operate said services. TERM This Agreement shall commence on July 1, 2020 and end on June 30, 2023 unless earlier terminated by either party. PURPOSE 1.01 The purpose of this Agreement is to provide law enforcement helicopter services to CITY's land and residents and for CITY to pay for the cost of the services provided by COUNTY. 1.02 Nothing in this Agreement shall be interpreted to give CITY a right to services from COUNTY. COUNTY expressly retains all rights and powers to direct, manage, maintain, train, employ, equip, operate and control all equipment, facilities, properties and personnel in providing law enforcement helicopter services to CITY pursuant to this Agreement. CITY acknowledges and agrees that the efficient use of public safety helicopter services requires a timely and prioritized response of a helicopter. CITY agrees that COUNTY will have the sole discretion to determine the priority of calls for service and when an assignment of an air crew to a call will be terminated. 1.03 Notwithstanding anything in the Agreement to the contrary, the CITY expressly retains all rights and powers to direct, manage, maintain, train, employ, equip, P gd o operate and control all equipment, facilities, properties and personnel in providing ground based public safety services to its land and residents. COUNTY PROVIDED SERVICES 2.01 COUNTY will furnish the CITY with public safety helicopter services as more particularly set forth in Exhibit "A," attached hereto and incorporated herein by this reference. COUNTY and helicopter aircrews retain the sole and exclusive discretion as to the specific type, nature, timing and duration of the services performed pursuant to this Agreement. 2.02 In no event shall SHERIFF or the aircrew be responsible for the direction and control of ground based law enforcement personnel and equipment of CITY during the course and scope of the services performed pursuant to this Agreement. CITY DUTIES 3.01 CITY shall pay COUNTY as determined by COUNTY pursuant to Paragraph 4.01 of this Agreement, for services provided by COUNTY under this Agreement. The services performed by the SHERIFF helicopter shall commence as of the date and time the helicopter is dispatched to, or arrives over, the airspace of the CITY, whichever occurs first. These services shall continue until the aircrew notifies the CITY that the assignment is complete or that the assignment must be terminated due to a higher priority assignment. Services performed by SHERIFF helicopter for the CITY shall be defined as: A. A direct request for air support services by the CITY where a SHERIFF helicopter arrives over the incident as logged by the aircrew (operationally identified as Helicopter Assigned) or; B. Any public safety call generated by the CITY and monitored by a SHERIFF aircrew in which they arrive over the incident as logged by the aircrew (operationally identified as Call Monitored and Responded) or; C. Routine patrol over CITY's jurisdictional areas and observe an incident (operationally identified as Observation Response); or D. Dispatched to a special assignment (operationally identified as Detailed Assignment). The CITY may authorize its ground based public safety supervision to cancel any response by SHERIFF helicopter. 3.02 CITY agrees to comply with the Federal Aviation Regulations (FAR) Part 91 and SHERIFF's Operations Manual Section V 1.18.0 in making calls for services, which establishes priority for calls to SHERIFF. 3.03 CITY agrees to install within its communications/dispatch center any radio equipment necessary to communicate directly with SHERIFF on the designated P gd of 7 "SHERIFF CALL" frequency (800 MHz Talk Group). All costs associated with said installation shall be paid by CITY. ANNUAL FLIGHTHOURS, COSTAND PAYMENT 4.01 The COUNTY shall provide Three Hundred and Sixty -Five (365) flight hours to the CITY per year. Pursuant to Government Code Section 51350, CITY agrees to pay to COUNTY the full cost of performing the services mutually agreed upon in this Agreement. CITY shall pay COUNTY the annual operating cost as set forth in Exhibit "A," for Three Hundred and Sixty -Five (365) flight hours of service provided to CITY under this Agreement ("Contract Amount") for the first year of this agreement (July 1, 2020 - June 30, 2021). For each subsequent year of this Agreement, a written amendment will be executed to amend the Annual Flight Hours, Cost and Payment section of the Agreement and Exhibit A. Any services in excess of the contracted flight hours per year, on an annual basis, shall be billed at the hourly rate set forth in Exhibit "A." The Santa Ana City Council delegates authority to the City Manager to execute the subsequent amendments in year two (July 1, 2021-June 30, 2022) and year three (July 1, 2022-June 30, 2023) for the contract amount of the first year of this agreement as outlined in Exhibit "A" plus up to ten percent (10%). Any increase beyond ten percent for any amendment of this Agreement will require City Council approval. 4.02 Flight hours that are deemed countywide service will not be counted towards the contracted flight hours per year. The following type calls are deemed countywide service: Vehicle pursuits, bank robberies involving tracking systems, stolen vehicles equipped with tracking systems, riots, felonious suspects within a perimeter, assaults involving a weapon or an officer in need of assistance. CITY shall not receive a refund if the total flight hours, on an annual basis, are less than the contracted flight hours per year. Upon thirty (30) days written notice to CITY, COUNTY may adjust the hourly rate in Exhibit "A" based on COUNTY's annual operating cost and the average time per call. COUNTY will provide CITY with a monthly invoice that is one twelfth of the annual Contract Amount. CITY shall pay COUNTY the Contract Amount set forth in Exhibit "A" in accordance with COUNTY Board of Supervisors' approved County Billing Policy, which is attached hereto as Exhibit "B." 4.03 COUNTY will provide the CITY with a monthly flying hour -report detailing assigned call time, patrol time and countywide service time spent over the CITY's jurisdiction as provided by SHERIFF aircrews. The CITY shall notify the SHERIFF's Special Enforcement Bureau Commander within ten (10) days of receipt of the monthly flying hour report of any disputed call times. The Special Enforcement Bureau Commander and the CITY Supervisor will review the service provided by SHERIFF on a monthly basis to ensure that it coincides with the service level as set forth in Exhibit "A." The Special Enforcement Bureau Commander will be responsible for resolving disputes and adjusting service levels to coincide with Exhibit "A." INDEMNIFICATION 5.01 CITY agrees that COUNTY should be fully protected from any loss, injury, damage, claim, lawsuit, cost or expense arising out of, or in any way related, to the performance of services pursuant to this Agreement. Accordingly, the provisions of this Agreement should be construed and interpreted to provide the fullest possible P196 of protection to COUNTY. CITY acknowledges that COUNTY would not provide services in the absence of the commitments of CITY as specified in this Agreement. 5.02 To the fullest extent permitted by law, CITY shall defend at its expense including attorney's fees and with counsel approved in writing by COUNTY, indemnify and hold harmless COUNTY and its officers, employees, and agents (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate directly or indirectly to any services provided under this Agreement including, but not limited to, activities that relate in any way to this Agreement including the negligent and/or willful acts, errors and/or omissions of CITY, its elected and appointed officials, officers, agents, employees, subcontractors or independent contractors. Notwithstanding the foregoing, nothing herein shall be construed to require CITY to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. 5.03 COUNTY shall defend at its expense including attorney's fees and with counsel approved in writing by CITY, indemnify and hold harmless CITY and its officers, employees, and agents with respect to any claim, loss, liability, damage, lawsuit, cost or expense that arises out of, or is in any way related, to the sole negligence or willful misconduct by COUNTY, its elected and appointed officials, officers, agents, employees, subcontractors or independent contractors. 5.04 If judgment is entered against CITY and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of either party, CITY and COUNTY agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. MISCELLANEOUS PROVISIONS 6.01 Each party to this Agreement shall immediately notify the other of any litigation or claim that is asserted by or against either party regarding this Agreement. 6.02 The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 6.03 If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this agreement shall continue in full force and effect. 6.04 This Agreement may be modified or amended only by a written document executed by both COUNTY and CITY. P gd o 6.05 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 the Agreement or any other rule of construction which might otherwise apply. 6.06 This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 6.07 A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 6.08 Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred, contracted or subcontracted out without the prior written approval of COUNTY and CITY. 6.09 All notices authorized or required by this Agreement shall be effective when written and deposited in the United States mail, first class postage prepaid and addressed as follows: CITY: CITY OF SANTA ANA — CLERK OF THE COUNCIL 20 CIVIC CENTER PLAZA (M-30) SANTA ANA, CA 92702 CITY ATTORNEY'S OFFICE ATTN: TAMARA BOGOSIAN, ASSISTANT CITY ATT'Y 20 CIVIC CENTER PLAZA (M-29) SANTA ANA, CA 92702 With Courtesy Copy: ATTN: CHIEF OF POLICE — City of Santa Ana 60 CIVIC CENTER PLAZA SANTA ANA, CA 92702 PI o f] COUNTY: ATTN: LAW ENFORCEMENT CONTRACT MANAGER SHERIFF -CORONER DEPARTMENT 320 N. FLOWER STREET, SUITE 108 SANTA ANA, CA 92703 Termination notices shall be effective when written and deposited in the United States mail, certified, return receipt requested and addressed as above. P gf2 0 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in the County of Orange, State of California. CITY OF SANTA ANA Kristine Ridge, City Manager City of Santa Ana ATTEST: Clerk of the Council APPROVED AS TO FORM: S RClho, City Attorney By: Tamara Bogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: David Valentin Chief of Police DATED: BY: Chairwoman of the Board of Supervisors Signed and certified that a copy of this document has been delivered to the Chair of the Board per G.C. Sec. 25103, Resolution 79-1535 Attest: Robin Stieler Clerk of the Board of Supervisors Orange County, California Office of the County Counsel Orange County, California BY: Deputy Don Barnes Sheriff -Coroner P25Z o4 EXHIBIT "A" (Effective July 1, 2020) The fees set forth in this exhibit represent the total cost of service provided by the COUNTY, through its SHERIFF -CORONER (SHERIFF), to CITY for fiscal year 2020-21. ANNUAL OPERATING COST JULY 1, 2020 THROUGH JUNE 30, 2021 $443,548.00 HOURLY RATE FOR HOURS IN EXCESS OF THREE HUNDRED AND SIXTY-FIVE (365) FLIGHT HOURS FROM JULY 1, 2020 THROUGH JUNE 30, 2021 $1,215.20 The annual operating cost shall be divided into twelve equal monthly payments of $36,962.33 ($443,548.00 divided by 12 months). PERIOD COVERED - July 1, 2020 to June 30, 2021 (twelve-month term). Total Contract Amount For Services $ 443,548.00 Contracted Hourly Rate for Hours In Excess of Three Hundred and Sixty -Five 365 Hours Annually $ 1,215.20 Annual Flight Hours 365 Flight Time Per Da in minutes 00:60 Management of flight time provided to the CITY shall be the responsibility of the SHERIFF's Air Support Bureau Commander. Flight time over the CITY will be recorded and monitored daily for the purpose of providing service in accordance with the above table. The CITY will be provided with a detailed monthly flying hour report. Flight hours that are deemed countywide service will not be counted towards the Three Hundred and Sixty -Five (365) contracted flight hours. The following type calls are deemed countywide service: Vehicle pursuits, bank robberies involving tracking systems, stolen vehicles equipped with tracking systems, riots, felonious suspects within a perimeter, assaults involving a weapon or an officer in need of assistance. Due to the inherent unknown nature in the need for airborne law enforcement service, SHERIFF will adjust daily service levels to coincide with the above table. In recognition that it will not always be possible to meet this goal (by either exceeding or falling short), SHERIFF will compensate for variations to arrive at an appropriate "daily average," on a monthly basis. Exhibit A (Effective 7/1/20) Pa296110 1Af11O EXHIBIT B COUNTY BILLING POLICY APPROVED BY BOARD MINUTE ORDER DATED OCTOBER 27, 1992 POLICY All County agencies/departments/districts (County) governed by the Board of Supervisors shall bill contracting entities for materials and/or services provided under contract in accordance with the following standardized billing and collection policy. Billing frequency is dependent on whether the contract is a fixed price or actual cost contract. Payment due date is designed to be both responsive to the County's cash flow needs and reasonable enough as to not require special processing by the contracting entity. If payments are not received by the required due dates, a late payment fee shall be computed and billed to the contracting entity in accordance with the requirements of this procedure. Nothing herein shall affect the liability, including pre -judgment interest, of the contracting party for services or materials in as much as this is a policy to enact standard billing practices. DEFINITIONS A. Contract for the purposes of this policy - A contract is a formal written agreement, a purchase order from the contracting entity, or any other acceptable mutual understanding between the contracting parties. B. Received by the County - The phrase "received by the County", as used in Section VI of this policy, refers to the date a payment is received by the County. It is defined as the date the payment is in the County's possession. It is not the date the payment is posted or deposited by the County. III. FIXED PRICE CONTRACTS A. Fixed Price (One-Time/Non-Recurring Contracts) - Invoices that represent a billing for a one-time, non -recurring provision of materials and/or services shall be issued no later than five (5) working days after delivery by the County of the materials and/or services. Examples of such one-time, non -recurring provision of materials and/or services might be a city contracting with the Sheriff for security service at a parade or sporting event; or, a city purchasing a computer listing containing certain city -requested data. Payment due date shall be invoice date plus 30 days. B. Fixed Price (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued according to the following frequency: 1. Annual Billings that total $10,000 or less per 12-month period shall be billed via one (1) annual invoice. Annual invoices will be issued for each 12-month period of the contract, or portions thereof. Invoices shall be issued no later than five working days after the beginning of each 12-month period. Payment due date shall be invoice date plus 30 days. Page 1 of 4 25C-11 2. Quarterly Billings that are greater than $10,000 but not more than $200,000 per 12- month period, shall be billed in quarterly installments. Quarterly invoices will be issued representing the contract amount for each 12-month period of the contract, or portions thereof, prorated into four (4) installments. Invoices shall be issued no later than 30 days after the beginning of each quarter. Payment due date shall be 60 days after the beginning of each calendar quarter. 3. Monthly Billings that are greater than $200,000 per 12-month period shall be billed in monthly installments. Monthly invoices will be issued representing the contract amount for each 12-month period of the contract, or portions thereof, prorated into 12 installments. Invoices shall be issued on or before the first day of each service month. Payment due date shall be 30 days after the beginning of each service month. An example of a fixed price contract for ongoing, recurring provision of materials and/or services might be a city contracting with the Sheriff for law enforcement services. IV. ACTUAL COST CONTRACTS A. Actual Cost (One-Time/Non-Recurring Contracts) - Invoices that represent a billing for a one-time, non -recurring provision of materials and/or services shall be issued after delivery by the County of the materials and/or services and no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. B. Actual Cost (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued on a monthly basis and shall represent the cost of materials and/or services provided to the contracting entity during the previous calendar month. Such invoices shall be issued no later than 15 days after the close of the monthly billing period. If the County agency/department/district does not utilize a monthly billing cycle, the invoice shall be issued no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. Examples of actual cost contracts for the ongoing, recurring provision of materials and/or services might be a city contracting with the County for communications equipment repair or waste disposal at a County landfill. V. PAYMENT DUE DATES Notwithstanding the provisions of Sections II and III above, payment due date shall be at least invoice date plus 30 days. If the County is late in issuing an invoice, the contracting entity would always have at least invoice date plus 30 days to pay. If the County is early in issuing an invoice, the contracting entity would still have a payment due date of either 60 days after the beginning of the quarter (quarterly invoices) or 30 days after the beginning of the service month (monthly invoices). (EXAMPLES: An invoice for October service, dated and issued October 8 (late) would have a payment due date of November 7. An invoice for August service, dated and issued July 20 (early) would have a payment due date of August 30.) Page 2 of 4 25C-12 VI. LATE CHARGES The late payment of any invoiced amount by a contracting entity will cause the County to incur costs not contemplated by the County/contracting entity agreement, the exact amount of such cost will be extremely difficult to ascertain. Such costs include, but are not limited to, costs such as administrative follow-up and processing of delinquent notices, increased accounting costs, etc. Late charges will be assessed in the following situations: — Over-the-counter payments will be assessed a late charge if any payment is not received by the County by the payment due date. Payments transmitted to the County via the U.S. Mail that have the payer's postage meter mark will be assessed a late charge if any payment is not received by the County by the payment due date plus one day. Payments transmitted to the County via the U.S. Mail that have a U.S. Post Office postmark dated after the payment due date will be assessed a late charge. The late charge assessed in each of these situations shall be three-quarters of one percent (0.75%) of the payment due and unpaid plus $100.00 for late payments made within 30 days of the payment due date. An additional charge of three-quarters of one percent (0.75%) of said payment shall be added for each additional 30-day period that the payment remains unpaid. Late charges shall be added to the payment and invoiced to the contracting entity in accordance with this policy. VI I. COLLECTIONS Any invoice remaining unpaid 90 days after the invoice date shall be referred to the Auditor - Controller for subsequent collection action, such as deduction from contracting entity moneys on deposit with the County Treasurer in accordance with Government Code Section 907 and any other applicable provision of law. Non-payment of invoices and applicable late charges will constitute a breach of contract for which the County retains all legal remedies including termination of the contract. VIII. DISCOUNT FOR EARLY PAYMENT Any payment received by the County from a contracting entity 20 days or more before the payment due date shall be entitled to a discount of one -quarter of one percent (0.25%). If the contracting entity takes a discount, and the payment is received by the County less than 20 days before the payment due date, County staff shall immediately notify the contracting entity by telephone that the discount should not have been taken and that the balance is due by the original payment due date. If the balance is not received by the County in accordance with the dates as specified in Section VI I, applicable late charges shall be calculated on the balance due. Page 3 of 4 25C-13 IX. DEFERRED REVENUE At fiscal year end, any portion of revenue invoiced (not necessarily received) during the fiscal year being closed out that represents charges or prepayment for materials and/or services for the upcoming fiscal year shall be reclassified from a revenue account to a deferred revenue account (liability). In the new fiscal year the deferred revenue shall be reclassified to a revenue account. (EXAMPLE: On June 1, 19X1, a city is invoiced $48,000 which represents charges for the 12-month period June 1, 19X1 to May 31, 19X2. The amount to be reclassified to deferred revenue would be $44,000, representing 11/12ths of the total amount. In July 19X1, the $44,000 would be reclassified to revenue.) Reclassification entries shall be made by Auditor -Controller Agency Accounting units, or for those agencies/departments/districts without such a unit, the agency/department/district shall notify the Auditor -Controller of the amounts to be reclassified. X. COST RECOVERY All County agencies/department/districts shall include all costs of providing contracted services in contract rates. Including all direct costs, allocated indirect costs such as departmental and County (CWCAP) overhead, and cost of capital financing. XI. EXISTING CONTRACTS Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy. XII. DEVIATIONS FROM POLICY Deviations from this policy shall be approved by the Board of Supervisors. Proposed deviations by agencies/departments/districts shall be submitted to the CEO for concurrence in advance of filing an Agenda Item Transmittal (AIT) with the Clerk of the Board. The CEO, or his/her designee, shall advise the agency/department/district of approval or disapproval of the proposed deviations. If a County agency/department/district submits a contract to the Board of Supervisors for approval, and the billing provisions in the contract deviate from this policy, the agency/department/district shall specifically advise the Board of Supervisors in the AIT of the deviation, the reason for the deviation, and of the CEO's recommendation relative thereto. Page 4 of 4 25C-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE: APPROVE AGREEMENT WITH SENSEMAKERS, LLC IN THE AMOUNT OF $429,574 FOR UASI GRANT PROJECT AND FISCAL COORDINATOR SERVICES (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: _••e• ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sl Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute a two-year professional services agreement, with a third year option, with Sense Makers, LLC, for on -site project and fiscal grant management services, in the amount of $429,574, for the period beginning June 1, 2020 and ending May 31, 2022, 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, while Santa Ana manages the grant during the odd years. The on -site grant management services necessary for the management of the UASI Grant program include, but are not limited to, the following: 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 first year of the agreement includes 2,080 hours of work at $63.45 per hour ($131,976), $7,000 for training and travel, for a total agreement amount of$138,976. The second year of the agreement includes 2,080 hours of work at $65.48 per hour ($136,198), $7,000 for training and travel, for a total agreement amount of $143,198. The third year, if extended, includes 2,080 hours of work at $67.50 ($140,400), $7,000 for training and travel, for a total agreement amount of $147,400. The 25D-1 Agreement with SenseMakers, LLC May 19, 2020 Page 2 professional services rate proposed by SenseMakers, LLC was determined to be within the range expected for such services. The agreement was awarded as a result of a request for proposals (RFP) process. SenseMakers was the sole company to submit a proposal. CalOES approved for the sole source procurement for this agreement for grant years FY18 and FY19. The two-year agreement may be extended for an additional one-year term, contingent upon grant funding being secured and approved by the City Council. SenseMakers, LLC 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 Santa Ana Police Department's Homeland Security Division is satisfied with the grant management services provided by SenseMakers, LLC 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 #3 (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 for this agreement are available and will be appropriated in future budget years as follows: Fiscal Year Accounting Unit - Account# Accounting Unit, Account Description Amount FY 2019-20 12514491 62300 FY 18 UASI Contract Services 11,581 FY 2020-21 12514491 62300 FY 18 UASI Contract Services 127,395 FY 2020-21 12514407 62300 FY 19 UASI Contract Services 11,933 FY 2021-22 12514407 62300 FY19 UASI Contract Services 131,265 FY 2021-22 12514491 62300 FY 20 UASI Contract Services 12,283 FY 2022-23 12514491 62300 FY 20 UASI Contract Services 135,117 Total 429,574 The expenditure amounts listed above are estimates based upon the Anaheim/Santa Ana UASI projects projection for grant years FY18, FY19, and, if the agreement is extended, FY20. Exhibit: 1. Agreement with SenseMakers LLC 25D-2 Exhibit 1 PROFESSIONAL SERVICES AGREEMENT TO PROVIDE GRANT PROJECT & FISCAL COORDINATOR SERVICES THIS AGREEMENT, made and entered into this 1st day of June, 2020 by and between SenseMakers LLC, 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. On August 13, 2019, the City issued Request for Proposal #19-082 ("RFP") seeking qualified consultants to provide Project and Fiscal Coordinator for Grant Management Services. These services are required as the 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 ("UASF'), has appliedfor, 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. Consultant submitted a timely proposal and 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. 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 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 $63.45, effective June 1, 2020 through May 31, 2021 ("1st Year") Consultant shall also be reimbursed for training and travel which requires pre- #39228v3 25D-3 approval, in writing, by City. The total amount to expended during the I' Year of this Agreement shall not exceed $138,976. b. City agrees to pay, and Consultant agrees to accept as total payment for its services an hourly rate of $65.48, effective June 1, 2021 through May 31, 2022 ("2°d Year"). Consultant shall also be reimbursed for training and travel which requires pre - approval, in writing, by City. The total amount to expended during the 2°d Year of this Agreement shall not exceed $143,198. C. If the parties exercise the option to extend the term of the Agreement, as detailed in Section 4 below, the City agrees to pay, and Consultant agrees to accept as total payment for its services an hourly rate of $67.50, effective June 1, 2022 through May 31, 2023 (the "Extension"). Consultant shall also be reimbursed for training and travel which requires pre -approval, in writing, by City. The total amount to expended during the Extension shall not exceed $147,400. d. The total amount that may be expended throughout the entire term of this Agreement shall not exceed $429,574, as detailed in Exhibit B. e. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 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 June 1, 2020 and terminate on May 31, 2022, unless terminated earlier pursuant to Section 13, below. The term of this agreement may extended for a single (1) one-year period 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 #39228v3 25D-4 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 not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. 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 #39228v3 25D-5 into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 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 I of this Agreement. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any 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. #39228v3 25D-6 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: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) I' • C I . " Santa Ana, CA 92702-1988 Telefacsimile (714) 647-6956 With courtesy copies to: Santa Ana Police Department UASI / Homeland Security Division 60 Civic Center Plaza P.O. Box 1981 (M-97) Santa Ana, California 92702 Attn: Roland Andrade Email: randrade2@santa-ana.org Telefacsimile (714) 245-8098 To Consultant: Jim Bailey SenseMakers LLC 2401 East Katella Avenue, Suite 610 Anaheim, California 92806 Office (657) 223-8532 Email: jim@sensemakersllc.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 #39228v3 25D-7 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. 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. TERNIINATION 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. 14. NON-DISCRINIINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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. #39228v3 25D-8 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. 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". e. 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 #39228v3 25D-9 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title Il of the Americans with Disabilities Act (ADA) (1990); Title DX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 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 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. In. Contractor will comply, and all its contractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its contractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its contractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. #39228v3 25D-10 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. 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. c. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This clause #39228v3 25D-11 shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIAA R. CARVALHO City Attorney By: TAT. O SIAN Assistant City Attorney RECOMMENDED FOR APPROVAL DAVID VALENTIN Chief of Police #392280 CITY OF SANTA ANA, a municipal Corporation of the State of California KRISTINE RIDGE City Manager SENSEMAKERS, LLC 7� JAMES BAILEY 1v� President and CEO 25D-12 EXHIBIT A JOB DESCRIPTION GRANT PROJECT & FISCAL COORDINATOR —""w Anaheim/ Santa Ana UASI Grant Office • - I Canorarla.: fan •. ran. .r Frppc[ van FAuld, Wnt YJM: + 11ASg03 wunc�J gAu6! P[ $nta Ana P*Ka ESepa(<nMrK Re•ortim M aidign AvlailWRa1Filism to Cho V" Grant Cawd�naur and 3d�tratar. wo.ts•n claw cuormnatlon wxh Protect Coorda on, Sub •mialent5. Ofy Milli and the Calllwnu Offlot of Cn vgvM $en n. 6lalwn to me 11A9 Wwa+ng Group {uAWS1. uA51 Steering Cwn.m,%% uAWG Sub{-rrrdmxr, and Orange C.nry tnv,lli� a"._vrnemt Center ;peuCt fusion Center. Natal Fumom The Grant Prof:. PSWI CopolnHor plan+, drWivni, nmapl. And directs Maw ial rvi to propird managdm ono Site rYtanaal and avdltwart. framun..ctucsful ali,raton of !aspect at ptand, Indwubng Imhm"..raulncid, EPgil.." poftraf, to ensure that will x assib red stwan budget aladan Khrod•b. Errwres grux PIMMes are to CunPlldr e, wWnlis Mir n, atlmeae maanav, kicks ewiniffifures and budgets, praCoiWS sub-IaClpient re-Mursemevue roqu , and ens apas deuiled rtead.eepirg RegkndiWliet Proxd 1.lanaeement and Coordinaeran • laim,pci'sdlk ram the mndpemenl and comersigM of At aSslgred protect utawtln including a not IImIIM ra. conreacr nanaVmeni anal mileatdne manimrng enauriry canpllana with aR appubk ruler. and Milo 1841111nl, managing budgetf, •muring pYtKmltlpn of all leglodlal pu•ae 10144Y agerKlpl, Ana ragullr rRpai • fYryrde I VI" Or 010,Kt adpllCafdrll, er.surlrrg amlrroriaM Iqulprnant Oat {Adtl cangen€e • 5te;por5 the wordlnanan And irnplenr tarkw at the atnoacting procYrx such Requeu for WoWsailRM debeap -lint and creatldn, rcxlen, and wmnwM at almimmantl • P.articipat•s mgrant applK~ and inv meal lu5taacatlms at regional. slate and General level. • linav do update, on walm itatln ndioa program palF/Inmatam. • P+d ttriefing5 to tle r,aC Wading Group. uASI Ut,afing Comraltae, and t1 WG Suy.Cpnmitten. anrd CCUC Fuwn Cenl or • Assists a th eMfY of equ.pment llCrns into kifi udeal tnv nrtnv Sv3 - Compile neteitatp dnumw'rwmn Iar allmhm I Nt to tact, nem In wilem • Reewol rera,red d nrentapon 5ub ed fry stall and: bleaplarirs to Inriade project appliusL Ehf. CODE$ approxats IInLWding b�A not Ilmllard I Sake $oarcr, YMKI• approval, Enr•njoncif Openafan Cantor apprpyy, and AupatifWatenzaft AWMalj, auartedg report; anal vial budget ♦ Ravlew aR lyprepla<n[ trsntng r.bawaenitlrrl raaoe,,U. to nnwrc Ill dxumn+tation Etas boon mmpleud, all reii back up hac b•en submitted. a+M eawnddures add up torrectly Cw4act sob radpients in under to ask for c1anlKa[Ion. or request misiing do[umentanon a5 needad Enter in ab Wttde and Irrgprna valning rp•♦pltS tact ESCei apreadsaleeE Iar reppnm(. l+aed+ng, W relmburwmenl. p/pataas • 11L$aaabpll W OCWC Ft~ Center Mrnds Wanes and updatw man; ngs asas r�sred pr deernM necessary #39228v3 25D-13 �I Anaheim/ Santa Ana UASP Grant CStfice • Provide, yrogramm;es and ptcal taattu r"um f1h weakly. aaonday, and aparavfhj IOShetrlAkl Gea,n toord autut and M41C Orectpr FI[IaP.LIil a ..d.AW01 itfia�atkeP!M4 City Finpm' o, f.crrduras' • 4pnn receipt of ®fan[ Mcmd nniarmalcpr C"Ohn, Appnonaladn alpp,"rrMN One lttkunnnella S0 the Feauem [or council appcu'eA In arldef for new grant xcoum nuirlbar, creation and Wdpet adocni par affect code. • CampMe Lawwn entry of irwecis and KflYstes, In order to create Wdget an O,Dns M' protect, and Vippe A010tA numbers tha IdMCay pro eEt egad tOlutbn area an as ArLwfItIF[ metnan[m • ftdc ss purchase nrdtrs and A[ucf, supoorling dptun•anlat•us, st•th as nna•cen and panting slips, provide AafaurtAing InhrmAlen And grAm to be 71IrW. Ereale riwmddr Wifrl OaCk". 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Pm^l AM Act" Atom labor rJt}tribumpn Ikrpf/t, and gerenue Ledge sepal • Ibapaym sand vAicnaas ia.Am•ual prugress.rgxp (ml Irinntle Federal Grant de9what tpd #39228v3 25D-14 uZ �al Anaheim/ Santa Ana UASI Grant Office tlrgnr cf vm FM,,J .... • Attind uhan A:ea S,,--oy inifaerye W�inE Zroup and iteenig Camrmttee nsesso gs as prur4mmatec and flnantw point of tonralt • UpEare rM re he Urban Areas Sex n r Initiatwe $u Rrcenimt Guideleses aed Polioes, W inrheoe rses� laws, nests, and rpgssnempnts from 0N5 Ind C01,Cts. as welt as addaed CPanl 01 vNedwea for Project manages aM subYec-p 6 + Update any Anaheim I Swu Ana ASI forms will h faOl new grand Wins. �ng reinborumanl rotm, project appllcatrpns, project moddlkatlorrs monstoring forms, tra.rnng forms, amporting forties, and other:. + Ka+p In content rommunsinvion with parr orojKi martaprt fo •niuri appraprW+bd-at, hau, one W,A p remnants ye bring mat and they meet grant deadlari + Mld oral ,vr mpr% weWn Ind Quarter/, Proyecl. 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More average Mill" acugyefl.7) last updated gy #39228v3 25D-15 #39228v3 25D-16 EXHIBIT B SENSEMAKERS LLC PRICING PROPOSAL SENSEMAKERS LLC For Applicant: Jeff Hiltbrand EXHIBIT C (REVISED) BEST AND FINAL OFFER PROPOSERS CERTIFICATION AND PROPOSAL ITEM PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposal_ I have examined the Scope of Services (Exhibit Aland am familiarwilh the scope of work Io tions_ am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for darifcation prior to the submission of my pmposal_ Proposal Item Price - Pricing shall be based on the scope of services described in Exhibit A Cost proposal shall include at I costs grant projectlfism] coordinator position. Pay rate is the proposed hourly rate for the actual PmjectiFiscal Coordinator Bill rate is the total hourly rate charged by the oantrac for BILL TOTAL ESTIMATED LINE. DESCRIPTION HOURS RATE RATE (BR8 TRAVEL EXTENDED TOTAL PRICE BR HOURS COSTS Grant Project & Fiscal 138,976.00 1 Coordinatix Months l- 2,0&0 42.50 63 45 2080 $7,000 12 1aYear Grant Project & Fiscal 143,196.00 2 Coordinator Months 2,080 43 7B 65 .4 B 2080 $7,000 13-24 2" Year Grant Project & Fiscal 3 Coordinator Months 2,080 45.09 67. 50 2060 $7,000 147,400.00 25-36 3" Year TOTAL EXTENDED COST (ADD LINES 1, 2 AND 3): 429.574A4 ' fmml casts shall frndude aH expenses mcurred such as mrfeage, padang, lodg+ng, meals, and mcrdenW tees, etc. Any traivel expenses mn med must be dRedper Orange CauniyPer Lkern Rates and ifemized on invoioe(s). SenseMakers LLC 760-521-5087 LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS 2401 E. KatelIa Ave, STE 610, Anaheim, CA 92806 James E. Bailey President and CEO PRINTED NAME OF AUTHORIZED AGENT TITLE - jim@sensemakersllc.com SIGNATURE OF AUTHOR IZED AGENT DATE E-utAILADDRESS 46-3319261 FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IF APPLICABLEh THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP 19-082 ASA UASI Grant Management Services #39228v3 25D-17 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE: APPROVE THE PFAS TREATMENT FACILITIES AND PROGRAM AGREEMENT WITH ORANGE COUNTY WATER DISTRICT (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For ,K•�►nl►tr».ic•� FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute the PFAS Treatment Facilities and Program Agreement with the Orange County Water District, subject to non -substantive changes approved by the City Manager and City Attorney for the term beginning upon execution of the agreement by the Orange County Water District and ending 30 years thereafter, with the total agreement amount to be determined based on the number of PFAS treatment facilities built or in operation within the City, or until water produced from impacted wells meets water quality standards, during the 30-year term of the agreement. DISCUSSION The Orange County Water District (OCWD) manages the Orange County Groundwater Basin (Basin), which is the source of approximately 75% of the potable water distributed by the City of Santa Ana to its customers. Recent testing in the Basin has revealed that groundwater wells, which are the source of drinking water, have been impacted by a group of man-made substances known as per- and polyfluoroalkl substances (PFAS). PFAS, which do not occur naturally in the environment, have been used in the production of consumer and industrial products since the 1940s, mainly as surface coating and protectant formulations. In July 2018, the State of California Division of Drinking Water (DDW) established a Response Level (RL) of 70 parts per trillion (ppt) for perfluorooctanoic acid (PFOA) and 70 ppt perfluorooctance sulfonate (PFOS). In February 2020, DDW established revised RLs of 10 ppt for PFOA and 40 ppt for PFOS. Assembly Bill 756, codified as Health and Safety Code Section 116378, requires that community water systems either notify their customers of PFAS detection levels exceeding RLs, or remove the affected drinking water sources from service. As a result, several groundwater wells that are the sources of drinking water in the Basin, including one in the City of Santa Ana, have suspended production. This practice helps mitigate the migration of PFAS contaminated groundwater, but also increases the reliance on more expensive imported water to meet customer demand. 25E-1 Approve PFAS Treatment Facilities Agreement with OCWD May 19, 2020 Page 2 In response, the OCWD has developed, and is implementing through this agreement and other actions, a new program that will allow the OCWD to treat groundwater containing PFAS. The OCWD will coordinate and fund planning and treatment pilot studies and design efforts to evaluate different treatment technologies. The OCWD will then fund the construction costs as well as a portion of the operation and maintenance costs of approved PFAS treatment systems in the Basin. By executing this agreement, the OCWD will provide the funding, design, construction, and operation of PFAS treatment facilities for affected Santa Ana groundwater wells. Other affected groundwater producers, who together with Santa Ana have negotiated the agreement with the OCWD, will also execute this agreement. The agreement memorializes the legal duties and obligations of the parties in the construction and operation of PFAS treatment systems. Each groundwater producer, including Santa Ana, will operate, maintain, and repair its treatment system, and any affected well, for a period of 30 years or until water produced from the impacted well meets RLs or MCLs. For operational and maintenance costs going forward, the OCWD will reimburse each producer, including Santa Ana, for 50% of allowable costs, up to $75/acre-foot of water treated by the treatment system. The OCWD anticipates commencing cost recovery litigation against those parties responsible for placing PFAS into the stream of commerce and/or the environment where it could make its way into the basin. By separate agreement, the groundwater producers signing this agreement including Santa Ana, intend to participate in this litigation with the OCWD in order to receive a proportional share of any monetary or other relief obtained, if any. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT The environmental impact associated with this action is unknown at this time. It is anticipated that any projects associated with this action will be covered by a Categorical Exemption under the California Environmental Quality Act (CEQA). Either the City or the OCWD will serve as the lead agency for the purpose of complying with CEQA. The OCWD shall fund CEQA expenses incurred in connection with the treatment systems, whether it serves as the Lead Agency or as a Responsible Agency. FISCAL IMPACT There is no fiscal impact associated with approving the agreement. The OCWD will fund the design, construction, and a portion of the operations and maintenance functions for the 30-year term. The estimated annual cost to operate the facilities is $170,000 to $1,640,000, based on the number of facilities in operation. The City's portion of the costs to operate the water system will be borne by the Water Enterprise and budgeted in future fiscal years. ►69N11.11VZ Exhibit: 1. PFAS Treatment Facilities and Program Agreement 25E-2 EXHIBIT 1 PFAS TREATMENT FACILITIES AND PROGRAM AGREEMENT This PEAS TREATMENT FACILITIES AND PROGRAM AGREEMENT (the "Agreement") is effective on the date identified in Section 10.17 ("Effective Date") of the Agreement, and is between the ORANGE COUNTY WATER DISTRICT, a special governmental district organized and existing pursuant to the Orange County Water District Act, Chapter 924, Statutes of 1933, as amended ("OCWD") on the one hand, and the Cities of Anaheim, Fullerton, Garden Grove, Orange, Santa Ana and Tustin; and the East Orange County Water District, Irvine Ranch Water District, Serrano Water District, Yorba Linda Water District, and Golden State Water Company (each a "Producer," and collectively "Producers"') on the other. OCWD and the Producers are each a "Party" and collectively "Parties" to this Agreement. A. OCWD manages the Orange County Groundwater Basin ("Basin") in northern and central Orange County in order to support a variety of beneficial uses, including potable and non - potable water supply. Much of the potable water supply currently used within northern and central Orange County is pumped groundwater for use by persons and Producers within OCWD's service area. Section 2, subdivision 60.) of the Orange County Water District Act ("OCWD Act") authorizes OCWD to "transport, reclaim, purify, treat, inject, extract, or otherwise manage and control water for the beneficial use of persons or property within the district and to improve and protect the quality of the groundwater supplies within the district." Inasmuch as Orange County is located in a semi -arid area, it is essential that all reasonable efforts be put forth by OCWD, in cooperation with the Producers, to protect the quality and quantity of groundwater supplies within OCWD's boundaries. B. A group of man-made substances known as per- and polyfluoroalkyl substances ("PFAS") has been used in numerous consumer and industrial products since the 1940s. Recent testing in the Basin has revealed that as of the Effective Date, at least eleven producers and at least 71 groundwater wells that are sources of drinking water in the Basin are impacted by PEAS. C. Producers are governmental agencies (or a regulated public utility) that operate public water systems for the purpose of delivering potable water. They obtain a portion of their water supply by pumping groundwater from Water Producing Facilities within the Basin. D. In July 2018, the State of California Division of Drinking Water ("DDW") established a Response Level ("RL") of 70 parts per trillion ("ppt") for perfluorooctanoic acid ("PFOA") and 70 ppt perfluorooctane sulfonate ("PFOS"), two types of PEAS. In February 2020, DDW established revised RLs of 10 parts ppt for PFOA and 40 ppt for PFOS. Assembly Bill 756, codified at Health and Safety Code Section 116378, and effective January 1, 2020, requires that community water systems, including Producers, either notify their customers of PEAS detections 1 "Producers" means the listed public agencies (and a regulated public utility) identified herein, and groundwater pumpers later added per Section 10.16, that extract groundwater from the Basin via "Water Producing Facilities" (as that term is defined in Section 24 of the OCWD Act), and who are adversely impacted by PEAS in one or more Water Producing Facility/Facilities they own or operate. 2629/0224990087 14979764.1 a04/17/20 2 5 E -3 exceeding RLs or remove from service drinking water sources with PFAS exceeding RLs.2 The revised RLs are perceived as a de facto regulation by some Producers. E. In November 2019, the State of California Office of Environmental Health Hazard Assessment began the process of developing drinking water Public Health Goals ("PHGs") for PFOA and PFOS, the first step in the regulatory process leading to DDW setting enforceable Maximum Contaminant Levels ("MCLs"). As of the Effective Date, DDW projected establishing MCLs for PFOA and PFOS by the Fall of 2023, with PHGs projected to be established by the Summer of 2021. F. PFAS compounds create a unique groundwater contamination issue that impacts many Producers. Without any action, PFAS impacted groundwater may migrate affecting other Water Producing Facilities and larger portions of the Basin. G. The Parties desire that the Basin continue to provide a groundwater supply of suitable quality to allow for the continuation of all existing and potential beneficial uses, and that is in compliance with all state and federal standards and relevant advisory levels. Quick and effective actions by OCWD, in concert with Producers, are needed to remove, treat and control PFAS down to established regulatory limits while also removing them to prevent their contamination of other portions of the Basin. H. The Parties recognize the necessity and commit to a high level of coordination to expeditiously design, construct and operate PEAS treatment systems ("Treatment Systems") to remove PFAS from the Basin where PFAS is detected in Water Producing Facilities. I. Until Treatment Systems are constructed, the impacted Producers will be purchasing greater amounts of more expensive imported water, and water in the Basin containing PFAS will not be treated so as to prevent its spread to other portions of the Basin. J. As a result of DDW issuing revised RLs for PFOA and PFOS, and anticipated issuance of RLs and state or federal MCLs for other PFAS, Producers have lost, or are anticipated to lose upon finalization of the RLs and/or MCLs for one or more PFAS, pumping capacity in one or more Water Producing Facilities due to the presence of PFAS. Given the magnitude of the PFAS problem within the Basin, and OCWD's desire to improve and protect the quality of the groundwater supplies within the District so that groundwater from the Basin may be beneficially used, OCWD has developed, and is implementing through this Agreement and other actions, a new program that will allow OCWD to purify and treat groundwater containing PFAS by substantially funding, contracting and cooperating with Producers to develop, construct, operate, and maintain Treatment Systems such that water quality within the OCWD will be purified and improved ("Program"), and such that Producers can continue to beneficially use groundwater from the Basin after treatment for drinking water purposes. Producers desire to participate in the Program. 2 DDW's February 2020 guidance directs community water systems to test for PFAS using EPA Method 537.1 and notes that DDW defines PEAS "as those analytes included in EPA Method 537.1." 2629/0224990087 14979764.1 a04/17/20 n 6L _4 K. OCWD has the authority to "construct, purchase, lease, or otherwise acquire, and to operate and maintain necessary waterworks and other works, machinery, [and] facilities ... useful or necessary to ... protect the quality of the common water supplies of [OCWD] and purposes incidental thereto."3 OCWD may also perform groundwater cleanup, abatement, or remedial work in cooperation with any other governmental agency, and may initiate cost recovery actions against persons responsible for causing contamination of the Basin, and for its costs in cleaning up or containing contamination or pollution of the Basin.4 OCWD is also authorized under Section 2(6)(1.) of the OCWD Act to protect and improve water quality within the Basin by entering into contracts with Producers to produce more groundwater from the Basin, while taking less water from alternative non -tributary sources, where OCWD determines that such increased production of groundwater will result in removal of contaminants or pollutants from the Basin that otherwise would not be removed. Specifically, OCWD has authority, "for the common benefit of the district and for the purpose of managing the groundwater basin and managing, replenishing, regulating, and protecting the groundwater supplies within the district" to enter into an agreement with Producers to increase the production of groundwater in lieu of water from an alternative non - tributary source for the purpose of removing contaminants or pollutants from the Basin. OCWD may also "pay from district funds that portion of the cost of the groundwater production as will encourage the production for beneficial use of polluted or contaminated groundwater, as long as that pollution or contamination is impairing the quality of the water supplies within the district and the quality of the water supplies within the district will be improved by that production." L. OCWD has determined that certain portions of the Basin in the vicinity of Producers' Water Producing Facilities are polluted by PFAS, and that entering into this Agreement with Producers will encourage beneficial use of groundwater polluted by PFAS that would otherwise not be used while improving the quality of water supplies within the District. M. OCWD and the Producers mutually desire to enter into this Agreement pursuant to the OCWD Act to document the Program responsibilities of the Parties in the construction and operation of PFAS Treatment Systems, systems that the Parties will use to treat PFAS pollution and contamination, thereby improving the quality of groundwater supplies within OCWD. The Parties therefore agree as follows: 1. The Recitals above are deemed true and correct and are hereby incorporated in this Agreement as though fully set forth herein. The Parties agree that the actions that will be taken pursuant to this Agreement are reasonable and necessary to accomplish the goals and objectives of the OCWD Act. 2. PURPOSE. 2.1 Facilitation of Basin -wide Treatment. OCWD and the Producers intend to facilitate treatment of Basin groundwater impacted by PFAS. OCWD will coordinate and fund planning and treatment pilot studies and design efforts, and fund the construction costs of PFAS 3 OCWD Act, Section 2, Subd. 5. 4 OCWD Act, Section 8. 2629/0224990089 14979764.1 a04/1 ]/20 2 5L -5 Treatment Systems in the Basin subject to the provisions of this Agreement. OCWD will also fund a portion of the operation and maintenance costs of those facilities. 2.2 PFAS Compounds and Reopener. The Parties recognize the necessity of and commit to a high level of coordination to expeditiously design, construct and operate PFAS Treatment Systems to remove PFAS from the Basin where PFAS is detected in a Producer's (existing or anticipated) Water Producing Facilities at or above 80% of an applicable RL or MCL. The Parties acknowledge that additional compounds within the PEAS family may become regulated during the term of this Agreement. To the extent the Treatment Systems developed under this Agreement requires modification to treat PFAS that becomes regulated after the Effective Date, the Parties will, where necessary and mutually agreed upon, amend this Agreement to provide for treatment of additional compounds in the PFAS family. 3. PLANNING. 3.1 Planning Study. OCWD has retained a consultant to prepare a "Planning Study" to evaluate the Producers' water systems, any of their Water Producing Facilities impacted by PFAS ("Impacted Wells'), and potential locations for construction of PFAS Treatment Systems for Impacted Wells. OCWD shall cause the consultant to actively consult with Producers in connection with preparation of the Planning Study. OCWD shall cause the consultant to provide a final Planning Study report to OCWD and Producers concurrently. 3.2 Pilot Study. OCWD shall perform a PEAS treatment "Pilot Study" to evaluate different treatment technologies to remove PEAS from groundwater. 3.3 Treatment Systems. OCWD shall use the results of the Planning Study and the Pilot Study to reasonably determine the type and final design of the Treatment Systems to treat PFAS contamination in the groundwater produced by Impacted Wells to levels below the RL or MCL. Development of the final design of Treatment Systems will consider 30-year lifecycle costs, including but not limited to Treatment System footprint and physical setting, relative land values, the proximity to existing water infrastructure and energy sources, operational costs and limitations, and any PFAS treatment studies conducted by Producers. The Treatment Systems will be designed for a 30-year useful life. If OCWD and a Producer mutually agree, a Treatment System that can remove PEAS contamination down to non -detect concentrations, depending upon site specific circumstances, may be designed and constructed. 3.4 Enhancements/Additions to Treatment System. If Producer desires to construct additions or enhancements to the PEAS Treatment System beyond what OCWD determines is the appropriate Treatment System, then OCWD will reasonably estimate the cost of those additions or enhancements (including planning costs, design costs, capital costs and operation and maintenance ["O&M"] costs) with assistance and input from Producer(s). For OCWD-Built facilities (defined below), OCWD shall include the additions or enhancements in the design and construction of the treatment facilities upon OCWD determination of feasibility of efficiently operating the Treatment Systems with the requested additions or enhancements. Producer shall reimburse OCWD for all costs associated with the OCWD-Built addition or enhancement constructed by OCWD. For Producer Built Treatment Systems that contain additions or enhancements beyond what OCWD determines to be an appropriate Treatment System, 2629/0224990089 14979764.1 a04/17/20 n 6L _C Producers shall have no right of reimbursement from OCWD for Producers' costs attributable to such additions or enhancements. 3.5 Producer Assistance. Producers shall support and assist OCWD in connection with the Planning Study, Pilot Study, and development of what constitutes an appropriate Treatment System design. "Support and assist," as used in this Agreement means timely providing reasonable staff time and available data/technical information where requested by OCWD to ensure OCWD has sufficient information to timely complete its obligations under this Agreement. 3.6 Untested Water Producing Facilities. OCWD reserves the discretion to delay the design and to not construct Treatment Facilities at Water Producing Facilities that have not been individually tested for PFAS, or which have not demonstrated consistent exceedance of an applicable PFAS RL or MCL. 4. DESIGN AND CONSTRUCTION OF PFAS TREATMENT FACILITIES. 4.1 Funding. OCWD shall fund the reasonable cost to design and construct the Treatment System, except for necessary real property and entitlements for siting the Treatment System as described in Section 4.4. OCWD's funding obligations apply both to OCWD-Built or Producer -Built Treatment Systems, as defined below. OCWD's funding obligations include planning, design, and construction of the Treatment Systems whether OCWD-Built or Producer - Built. 4.2 OCWD Construction or Reimbursement. The Producer shall elect either: A. to have the Treatment System designed and built by OCWD ("OCWD-Built"); or B. to be reimbursed for having the Treatment System designed and built by the Producer ("Producer -Built"). 4.3 CEQA. In connection with the proposed Treatment System for Impacted Wells, the Parties shall work together to determine the best plan for and the lead agency for the purpose of complying with the California Environmental Quality Act ("CEQA"). Where a Producer serves as lead agency for a CEQA project, OCWD shall serve as a Responsible Agency and approve the portions of the CEQA project that OCWD will carry out. OCWD shall fund CEQA expenses incurred in connection with the Treatment System whether it is a Lead Agency or a Responsible Agency. Upon a Producer's request, OCWD shall prepare necessary CEQA documents for the Treatment System. OCWD shall fund any reasonable CEQA mitigation cost excluding land acquisition expenses. 4.4 Property Acquisition, Entitlements. A. Land and Rights of Way. Each Producer shall secure at its expense any land and/or right of way necessary to construct the Treatment System(s). 2629/0224990089 14979764.1 a04/17/20 n 6L _7 B. Entitlements. Each Producer shall obtain at its expense all land use entitlements necessary to construct the Treatment System(s). C. Property Conditions for OCWD-Built Treatment System. If a Producer chooses an OCWD-Built Treatment System, then OCWD will have no obligation to design or construct the Treatment System until a Producer has demonstrated it has obtained lands and land use entitlements sufficient to permit construction of the Treatment System. OCWD may begin final design work for facilities where land use entitlements are in the process of being obtained. If a Producer is unable to obtain the necessary entitlements within twelve months after the completion of the preliminary design for an Impacted Well, then Producer shall reimburse OCWD for reasonable design costs associated with that location unless the twelve month deadline is extended by mutual agreement of the Parties. 4.5 OCWD-Built Facilities. The provisions of this Section 4.5 apply to PEAS treatment facilities that a Producer elects to have OCWD design and build. A. Design. OCWD will consult with and seek input from the Producer on the design and construction of the Treatment System, including the need for any extended manufacturer's warranties on Treatment System components. Producer shall support and assist OCWD in hiring design consultants and designing the Treatment System, but OCWD will have the reasonable authority and discretion in determining the Treatment System final design. The level of treatment selected by OCWD must allow the Producer to treat regulated PEAS to comply with RLs or MCLs, unless special circumstances dictate an alternative approach. Additions or enhancements to the Treatment System are subject to section 3.4. B. Property Rights. A Producer shall provide OCWD with temporary property rights over any site necessary for construction, staging, and laydown for the Treatment System project. These temporary property rights will be in the form of a license or temporary construction easement, or other property right sufficient to provide for OCWD's control of the site during construction. C. Advertising and Award of Construction Contracts. OCWD shall advertise, where required by the OCWD Act, and award construction contracts for construction of the Treatment System. A Producer shall support and assist OCWD in these efforts, and shall expeditiously provide any documents necessary for construction at no charge to OCWD. D. Administration and Inspection. OCWD will administer the necessary contracts to construct the Treatment System, including reviewing and responding to contractor requests for information or requests for clarification, reviewing and approving shop drawings, and filing a Notice of Completion. OCWD shall provide all construction and inspection for the Treatment System. E. Transfer of Treatment System. Upon filing the Notice of Completion for the Treatment System, OCWD will transfer the constructed and operating Treatment System to the Producer with an appropriate legal instrument and a quitclaim of any property rights obtained under Section 4.4. OCWD shall provide the Producer with copies of all applicable O&M manuals and record drawings for the Treatment System in OCWD's possession. 2629/0224990089 14979764.1 a04/17/20 n 6t _Q Upon the Producer's receipt of the legal instrument and quitclaim of property rights, Producer shall be solely responsible for ensuring the proper operation, maintenance and repair of the Treatment System. The Parties may arrange for extended warranties on any component of the Treatment System, which additional cost may be paid for by the Producer, and which extended warranty will be transferred to the Producer together with the transfer documents. F. Warranty, Post -Construction Remedies. OCWD will make construction warranty repairs and modifications not attributable to the negligence or willful misconduct of Producer for one year after the date of filing of the Treatment System Notice of Completion. The Parties will also, to the extent they deem prudent, jointly pursue any statutory construction defect remedies against third -party designers and contractors. G. DDW Permit Assistance. OCWD will support and assist the Producer with technical information in modifying the Producer's DDW operating permit to account for and authorize the new Treatment System as part of the Producer's public water system. 4.6 Construction by Producer. The provisions of this Section 4.6 apply to PEAS treatment facilities that a Producer elects to design and build. A. OCWD Approval of Design. The Producer shall prepare and submit to OCWD for approval a conceptual design for the Treatment System. OCWD shall review and approve the design in writing within 30 days, which approval will not be unreasonably withheld. Once conceptual design for a Producer's proposed Treatment System is approved by OCWD, the Producer will coordinate with OCWD in the planning and final design of the Treatment System. The Producer shall then prepare and submit the final design to OCWD for approval. OCWD shall participate in the Producer's project meetings as necessary to obtain OCWD's final approval of the Treatment System in an expeditious manner so as not to delay the Producer's design and construction of the Treatment System. OCWD shall review and approve the final design, if deemed reasonable and effective, in writing, within 30 days. Such approval will not be unreasonably delayed or withheld, though OCWD shall have the right to place reasonable conditions on the final design approval. B. Construction. Upon OCWD's approval of the final design, the Producer shall advertise, award, and ensure timely completion of all necessary contracts to construct the Treatment System. The Producer shall notify OCWD upon the award of the construction contract and upon recording the Notice of Completion. 5. OPERATIONS, MAINTENANCE AND REPLACEMENT. 5.1 30-Year Term. Each Producer shall operate, maintain, and repair a Treatment System, and any related hnpacted Well, for the earlier of: A. 30 years following the filing of the Notice of Completion; or B. Until water produced from the hnpacted Wells meets RLs or MCLs for PEAS. 2629/022499 0089 14979764.1 a04/17/20 n 6L _9 5.2 Operating Standards. OCWD recognizes in the normal course of operating a water system, the Treatment System and Impacted Wells may need to be turned off for routine maintenance, seasonal demands, emergencies, accommodating in -lieu imported water deliveries, and major repairs. Each Producer agrees to operate the Treatment System in a manner consistent with industry standards and take actions in the same manner as a reasonably prudent water system operator, with the understanding that the Treatment System funded by OCWD is intended to be regularly used for daily treatment of groundwater as long as PFAS exceeds an RL or MCL in the Basin in the vicinity of the well. The Parties understand and agree that Treatment Systems constructed or funded by OCWD are not intended to be used as "stand by" treatment systems. 5.3 Compliance, Permits, Testing, Reporting. Each Producer shall obtain and comply with any and all regulatory permits, permissions or approvals necessary to operate and maintain the Treatment System. Producer shall operate and maintain the Treatment System in accordance with state and federal regulatory requirements, prevailing industry standards, good housekeeping practices, and equipment manufacturer recommendations and requirements. Producer shall perform required water quality testing and reporting to verify the successful operation of the Treatment System to comply with regulatory requirements. If a Producer fails to timely perform testing and/or reporting in the future, then OCWD may in its reasonable discretion assume responsibility from a Producer for required water quality testing and/or reporting and that Producer shall timely pay OCWD all reasonable and necessary costs for that testing and reporting or such costs shall be deducted from OCWD's reimbursement payments to the Producer per Section 5.4. 5.4 Post -Completion Inspection; Cost Recoupment. A. OCWD will periodically inspect the Treatment System after the filing of the Notice of Completion, to review the adequacy of Producer O&M activities. Producer shall provide access to the Treatment System after receiving reasonable notice from OCWD. B. To the extent OCWD finds that Producer is not adequately operating and maintaining the Treatment System in accordance with industry standards and the manufacturer's directions, OCWD will, in the following order: (1) meet with the Producer in attempt to resolve the inadequate operation or maintenance; (2) formally notify the Producer of its obligation to properly maintain and operate the treatment system and give the Producer up to 120 days to remedy any OCWD finding of inadequate maintenance and/or improper operational protocols; (3) after 120 days, suspend O&M payments described in Section 6.2 until such time as the Producer demonstrates to OCWD that it is properly operating and maintaining the treatment system; 2629/0224990089 14979764.1 a04/17/20 n _ 0 (4) no sooner than 270 days from the initial formal notice, terminate this Agreement and seek to recoup, where applicable, the cost of constructing the Treatment System and/or other applicable damages.5 6. FINANCIAL. 6.1 Capital Costs Payment and Reimbursement. A. OCWD-Built Facilities Upfront Payment. For OCWD-Built Treatment System, OCWD will pay as up -front costs all planning, design, construction, and start- up costs as described above, except for the costs for property rights, land use entitlements, additions or enhancements, or as otherwise described in this Agreement. B. Producer -Built Facilities Reimbursement. OCWD shall reimburse the Producer for all of the Producer's reasonable expenses for the planning, design, construction, and start-up of Treatment System on a monthly basis. OCWD shall pay reimbursements to the Producer within 30 days of receiving adequate documentation from the Producer. C. Prior Expenditures. Within 60 days after the Effective Date, OCWD will reimburse the Producer for any previous reasonable and authorized expenses incurred by the Producer prior to the Effective Date in evaluating or developing the design for or constructing the Treatment System for the Producer's Impacted Wells. (1) Authorized expenses include, but may not be limited to: (1) design type costs, consultants and contractor; (2) pre -purchase of equipment and media for Treatment System; (3) equipment installed to temporarily treat for PFAS compounds which can be repurposed by the Producer into the Producer's final Treatment System; (4) permitting cost; and (5) CEQA type expenses. These same expenses incurred by Producer going forward are also eligible for reimbursement. Design, engineering, or evaluative type expenses incurred by a Producer that may be eligible for reimbursement, as reasonably determined by OCWD in its sole discretion (with input from the Producer) could include: (1) outside consultant costs and studies incurred by the Producer and related to the development and design of the Treatment System; (2) equipment installed to temporarily treat for PFAS compounds which can be repurposed by OCWD into a final treatment system; (3) permitting cost; and (4) CEQA type expenses. 5 Any action by OCWD to recoup its, or the Producer's, OCWD funded costs for construction of the PFAS treatment system would be prorated based upon the length of time the treatment facilities has been in operation, and by any percentage of third -party cost recovery OCWD has obtained. For example, a breach by Producer in year twenty-five (25) of the thirty (30) year term of this Agreement would result in OCWD recouping significantly less than if the breach occurred in year five since twenty five years of useful life of the facility would have occurred, and would be further offset by any third -party cost recovery obtained by OCWD during that time. 2629/022499 0087 �9 14979764.1 a04/17/20 2 5 C =11 (2) Unauthorized expenses for reimbursement shall include: (1) the Producer's staff time; (2) direct or indirect overhead type expenses for staff; and (3) costs not primarily attributable to Treatment System design, construction and O&M. 6.2 O&M Reimbursement. A. Reimbursement Rate. OCWD shall reimburse each Producer for 50% of allowable O&M costs, up to $75/acre-foot of water treated by the Treatment System. B. O&M Unit Cost. Each Producer shall annually calculate the O&M unit cost of the Treatment System on a July 1st to June 30th fiscal year basis and submit this information by October 1st of the following fiscal year to OCWD for review and reimbursement. The unit cost shall be calculated by dividing all appropriate and allowable O&M expenses by the Treatment System total water treated. The annual submittal by the Producer shall include all documentation and backup information necessary to support the unit cost calculation. Each Producer shall provide any reasonable information requested by OCWD in verifying the Producer's unit cost or other expenses for which the Producer seeks reimbursement per this Agreement. After execution of the agreement, at the request of the Producer after the Treatment System(s) are fully operational, OCWD will make a six month progress payment by January 30th of each fiscal year based upon no more than 50% of the estimated eligible total O&M cost OCWD would normally reimburse at the end of the fiscal year as determined by OCWD with input from the Producer. C. Reimbursable/Allowable Costs. Allowable O&M costs are the costs to the Producer necessarily incurred for the regular operation and maintenance of the Treatment System, as reasonably determined by OCWD after good faith consultation with Producer. Allowable O&M cost shall consider the specific site issues of each Treatment System. Examples of allowable O&M costs may include, but are not limited to: (1) periodically replacing carbon, resin, or other adsorption media; (2) necessary power and chemical cost to operate the Treatment System; (3) routine maintenance of the Treatment System; (4) periodic repair and replacement type cost items; (5) cost of additional staff time to operate the Treatment System; (6) required water quality sampling and testing for compliance monitoring; (7) determining and implementing compliance with new or revised PEAS regulations; (8) additional pumping cost caused by the Treatment System; 2629/0224990087 14979764.1 a04/17/20 2 51t°=12 (9) disposal of waste materials generated by the Treatment System, including landfill costs and incineration, and costs of hazardous waste disposal (if applicable); (10) sewerage costs associated with maintenance/backwash of the Treatment System; and (11) such other reasonable maintenance costs as are necessary to ensure the Treatment System continues to operate properly consistent with its design. D. Non -reimbursable costs include: (1) existing Producer staff time costs not attributable to the PFAS Treatment Facilities; (2) direct or indirect overhead type expenses for staff, and (3) cost resulting from a Producer's inadequate operation and maintenance of the Treatment System. E. Reimbursement Rate Adjustment. The $75/acre foot rate will be automatically adjusted annually each July 1 (beginning July 1, 2021) by the percentage differential based on the last two annual indices set forth in the Bureau of Labor Statistics Consumer Price Index for All Urban Consumers - Los Angeles -Long Beach -Anaheim. The maximum O&M reimbursement rate may be increased by OCWD if there are unforeseen, unique or specific circumstances of the Treatment System that, through no fault of a Producer, result in a higher cost of treatment at a Producer's treatment system, including increased costs attributable to new statutes, regulations or regulatory interpretations. F. Submittals; Reimbursement Timing. OCWD shall reimburse each Producer its allowable O&M costs incurred by a Producer within 60 days of receiving the Producer's annual O&M unit cost calculation and supporting information as described in Section 6.2.13. via direct payment. G. Treatment Media. OCWD may solicit and enter into a future contract with the appropriate activated carbon, resin, and/or other adsorption media manufacturers to obtain a lower price for this material than could be obtained by the individual Producer. Unless a Producer opts out in writing of this Section within 30 days of the Effective Date, Producer will support and participate in OCWD efforts to obtain a lower cost for activated carbon and/or resin. 6.3 Grants. A. OCWD-Sought. OCWD may seek federal, state, or other grant funding to offset costs of the PFAS program contemplated by this Agreement. Each Producer shall support and assist OCWD, as may be reasonably requested by OCWD, to obtain any grants that may be used by OCWD to fund construction and/or future O&M of Treatment Systems. Grant 2629/0224990087 14979764.1 a04/17/20 2 5t-_ 13 funds received by OCWD will be used to fund OCWD's costs of planning, design and construction of Treatment systems, unless otherwise required by the terms of that grant. B. Producer Support to OCWD-Sought Grants. Each Producer shall support and assist OCWD in preparing any annual reports or documents necessary for OCWD to comply with grants received for the PFAS program. Subject to the requirements of this Section 6.3, no provisions in this Agreement will prevent a Producer from applying for grants or loans, from any source, for PFAS treatment projects in its service territory. C. Producer -Sought Funding. A Producer may also seek third -party funding for Treatment System -related expenses. Any outside development and design type grants or funding initiated and received by a Producer will be utilized to offset OCWD's PFAS design or construction costs for the Producer. If a Producer receives any grants or other third -party funding for operational expenses of the Treatment System, that Producer shall share those proceeds with OCWD in proportion to the percentage of O&M funded by OCWD if allowed by the grant or other third -party funding instrument. 6.4 Records Retention Audit. The Parties shall keep and maintain all records, accounts and reports relating to this Agreement for a period of at least ten years after the date of a final judgment or final settlement resolving any and all litigation related to PFAS cost recovery initiated per Section 7.4 of this Agreement. The Parties will have access to these records at any time during normal business hours upon 10 calendar days' notice. At its cost, any Party may audit the books, records and accounts of the Party relating to its performance of this Agreement, and the audited Party shall provide reasonable cooperation to the auditing Party in this regard. RISK ALLOCATION. 7.1 Insurance. A. Construction Activities. In the hiring of consultants and contractors to design and build the Treatment System, the hiring or contracting Party will have the other Party (OCWD, if Producer -Built, or the designing/building Producer, if OCWD-Built) included as an additional indemnitee and additional insured on the same basis and with the same limits in all contracts. The hiring Party will use the higher of the two Parties' standard limits for the purpose of coverage requirements. For example, in connection with an OCWD-Built Treatment System, OCWD shall have Producer named as an additional indemnitee and an additional insured in all consulting and construction contracts related to the Producer's Treatment System(s). In connection with a Producer -Built Treatment System, Producer shall have OCWD named as an additional indemnitee and an additional insured in all consulting and construction contracts. The hiring or contracting Party shall provide the other Party with proof of insurance, including additional insured endorsements. B. Parties' Coverage. Each Producer shall take out and maintain in effect at all times during the term of this Agreement comprehensive general liability insurance in an amount not less than $2 million per occurrence, for bodily injury, death and property damage associated with the operation and maintenance of the Treatment Facilities and Impacted Wells, naming OCWD as an additional insured under such policy. An endorsement evidencing this 2629/022499 0087 14979764.1 a04/17/20 2 51Y=14 insurance coverage shall be furnished to OCWD prior to OCWD or Producer commencing construction on a Treatment System. If the Producer is, or becomes, partially or fully self -insured for its public liabilities, a letter executed by the Producer's Chief Executive stating the Producer's self -insured status and acknowledging its responsibility to indemnify OCWD as required in this Agreement, may be furnished in lieu of the insurance endorsement otherwise required herein. The Producer shall provide written notice to OCWD of any change in the Producer's insured or self - insured status within 30 days of the date of such change. 7.2 Indemnity. A. By Producer: (1) Each Producer shall defend, indemnify and hold OCWD, harmless from and against any and all actions, suits, claims, demands, judgments, attorney's fees, costs, damages to person or property, losses, penalties, obligations, expenses or liabilities (collectively, "Claims") that may be asserted or claimed by any third party arising out of the negligent or reckless performance or implementation of this Agreement by Producer except for Claims arising out of or relating to the design or construction of a Treatment System where OCWD designed or constructed the Treatment System. (2) Producer shall indemnify, defend and hold OCWD harmless from any liability, or regulatory enforcement attributable, in whole or in part, to Producer's failure to properly operate and maintain the Treatment System and hnpacted Wells. B. By OCWD: (1) OCWD shall defend, indemnify and hold each Producer harmless from and against any and all Claims that may be asserted or claimed by any third party arising out of the negligent or reckless performance or implementation of this Agreement by OCWD, except for Claims arising out of or relating to the design or construction of a Treatment System where the Producer designed or constructed the Treatment System. 7.3 Release and Hold Harmless. A. Producers' Release of OCWD. (1) Producers, and each of them, hereby release OCWD, its officers, directors, employees, agents and representatives, from any and all liability, known or unknown, arising out of, or otherwise attributable to the discovery and/or presence of PEAS in the Santa Ana River, the Basin, Producers' Water Producing Facilities, and Producers' potable or non - potable water system, before, during or after treatment. Such release shall include, but is not limited to, claims or litigation initiated by third parties against a Producer or OCWD, and any other legal, administrative, or regulatory actions associated with OCWD's performance of its obligations under this Agreement (unless attributable to OCWD's sole active negligence or willful misconduct during such performance). B. OCWD's Release of Producers. 2629/0224990087 14979764.1 a04/17/20 2 51Y=15 (1) OCWD hereby releases each Producer, their officers, directors, employees, agents and representatives, from any and all liability, known or unknown, arising out of, or otherwise attributable to the discovery and/or presence of PEAS in the Santa Ana River, the Basin, Producers' Water Producing Facilities, and each Producers' potable or non - potable water system, before, during or after treatment. Such release shall include, but is not limited to, claims or litigation initiated by third parties against a Producer or OCWD, and any other legal, administrative, or regulatory actions associated with a Producer's performance of obligations under this Agreement (unless attributable to a Producer's sole active negligence or willful misconduct during such performance). (2) This release by OCWD does not pertain in circumstances where liability results, or is alleged to result, from the failure of a Producer to properly operate and maintain the Treatment System constructed per this Agreement. C. Producer's Release of other Producers. (1) Each Producer hereby releases and shall hold the other Producers harmless from liability associated with the presence of PEAS in the Basin. (2) However, this release by each Producer does not pertain to circumstances where liability results, or is alleged to result, from the failure of the other Producer(s) to properly operate and maintain the Treatment System(s) constructed per this Agreement. D. No Admission of Liability. Nothing contained herein shall be deemed an admission of liability by any Party to this Agreement. 7.4 Legal Cost Recovery Efforts. A. OCWD anticipates commencing litigation against responsible parties, including chemical manufacturers of PEAS, in order to recover costs from persons responsible for placing PEAS into the stream of commerce and/or the environment where it could make its way into the Basin ("Damages"). The Producers shall support, coordinate, assist and comply with all reasonable OCWD requests regarding OCWD's cost recovery litigation related to pursuit of Damages associated with PFAS. B. OCWD will request each Producer that has sustained Damages to determine if intends to jointly retain counsel ("Shared Litigation Counsel") with OCWD in litigation to recover Damages. Producers who join as co -plaintiffs are "Participating Producers" in OCWD's cost recovery efforts. C. OCWD and Participating Producers will establish a Steering Committee and Executive Committee to direct Shared Litigation Counsel and make litigation decisions. D. OCWD and Participating Producers will enter into an appropriate joint prosecution/common interest agreement to hire Shared Litigation Counsel and establish 2629/0224990087 14979764.1 a04/17/20 2 5t--16 confidentiality and privilege concerning communications and work product of the Steering Committee and Executive Committee. E. OCWD and Participating Producer agree that any Damages obtained in the PEAS litigation will be pooled and distributed to OCWD and Participating Producers proportionally to their respective claimed damages, such that each Participating Producer and OCWD will recover the same percentage of their overall claimed damages in the manner shown on Exhibit A. F. Participating Producers can decide at any time to discontinue participation in the litigation initiated by OCWD, but agree, if applicable, to pay to Shared Litigation Counsel, in accordance with any retainer agreement negotiated with Shared Litigation Counsel, for the withdrawing Producers share of Shared Litigation Counsel's reasonable attorneys' fees and cost incurred prior to the date of withdrawal (if any). Further, per the terms of any retainer agreement with Shared Litigation Counsel, the Participating Producers agree to maintain as confidential, and where applicable, to return, any communications and work product obtained via the litigation. G. OCWD believes that it is in the best interest of OCWD and Producers impacted by PEAS to jointly initiate litigation as co -plaintiffs with Shared Litigation Counsel. However, if a Producer decides to pursue or initiate separate PEAS litigation ("Separate Litigation"), Producer shall notify OCWD of such intent thirty (30) days prior to formally filing the Separate Litigation. Producer in the Separate Litigation must comply with the following: (1) The Producer shall give OCWD the opportunity to review and comment on Separate Litigation documents (e.g., pleadings) prior to any Separate Litigation filing. (2) No PFAS related cost incurred by OCWD, or likely to be incurred by OCWD, and related to the Producers treatment system(s) (construction and/or O&M), will be asserted in a Producer's Separate Litigation. (3) In order to prevent duplicative claims for the same damages in separate lawsuits, assertion of which without OCWD's consent shall constitute a violation of this Agreement, OCWD must approve any PEAS related cost a Producer is seeking to recover prior to its assertion in Separate Litigation. However, OCWD shall not unreasonably withhold such approval, and shall consult in good faith with counsel for a Producer that wishes to initiate Separate Litigation in order to seek ways to accommodate the interests of both Parties, prior to disapproving any cost. (4) A Producer shall closely coordinate its separate legal action with OCWD, and, where requested in good faith by OCWD, support the positions taken by OCWD related to PEAS in court and in political, community and business forums. (5) A Producer shall not assert claims against OCWD in any litigation related to PEAS, or otherwise knowingly take positions that could result in OCWD or other Producers incurring liability related to PEAS as a result of the position asserted by the Producer in the Separate Litigation. 2629/0224990089 14979764.1 a04/1 ]/20 2 5f_ 17 8. EXPIRATION AND TERMINATION. This Agreement expires 30 years from the Effective Date. A Producer may terminate this Agreement upon providing 90 days written notice to OCWD. However, if a Producer terminates this Agreement prior to the 30 year date of expiration, the Producer shall reimburse OCWD for all of OCWD's unrecovered costs in constructing the Treatment System using the methodology described in footnote 5, plus any other reasonable expenses incurred by OCWD as a result of the early termination. 9. NOTICE. Any notice, instrument, payment or document required to be given or delivered under this Agreement shall be given or delivered by personal delivery or by depositing the same in a United States Mail depository, first class postage prepaid, and addressed as set forth in Exhibit B. Notice under this Agreement may also be provided to such other address as any Party may direct in writing to the other. Service of any instrument or document given by mail will be deemed complete upon receipt if delivered personally, or forty eight (48) hours after deposit of such instrument or document in a United States mail depository, first class postage prepaid, and addressed as set forth above. 10. MISCELLANEOUS. 10.1 Further Assurances. The Parties shall execute and deliver any documents and cooperate in performing any acts necessary to further the intent of this Agreement. 10.2 Time is of the Essence. Time is of the essence in performing all obligations under this Agreement. 10.3 Counterparts. This Agreement may be executed in multiple counterparts, each of which is an original. All signatures taken together will be considered as one and the same agreement. 10.4 Force Majeure. Upon written notice by a Party, the respective duties and obligations of the Parties will be suspended for the time period that performance by the Party is prevented or substantially impeded by workforce strikes; riots; fire; flood; federal, state or county regulatory action; pandemics, war; or terrorism. 10.5 Dispute Resolution. If a dispute arises between the Parties in connection with this Agreement, the Parties shall engage in a mediation before a third -party neutral. 10.6 Successors and Assigns. All of the terms, conditions and provisions of this Agreement inure to the benefit of and will be binding upon OCWD, the Producer, and their respective successors and assigns. 10.7 No Implied Waivers. If any term, condition or provision of this Agreement is breached by either Party and thereafter waived by the other Party, that waiver will be limited to the specific breach so waived, and will not be deemed either to be a continual waiver or to waive any other breach under this Agreement. 10.8 No Obligation to Third Parties. The approval, execution and performance of this Agreement does not confer any rights upon any person or entity other than OCWD and the Producers. There are no third -party beneficiaries to this Agreement. Each Producer's obligations 2629/0224990087 14979764.1 a04/17/20 n 5t_ 1 8 under this Agreement are to OCWD only, unless otherwise specifically stated herein (e.g., requirement to release or provide notice to other Producers). 10.9 Nature of Relationship. This Agreement does not create, and will not be construed or deemed to create, any agency, partnership, joint venture, landlord -tenant or other relationship between OCWD and any Producer except as specified in this Agreement. 10.10 Integration, Construction and Amendment. This Agreement represents the entire understanding of OCWD and each Producer as to the design and construction of PEAS treatment facilities for the Impacted Wells. No prior oral or written understanding will be of any force or effect with respect to those matters covered by this Agreement. This Agreement will be construed as if drafted by both OCWD and each Producer. 10.11 Modification, Variance and Most Favored Nation Provisions. Unless specifically authorized herein, this Agreement may not be modified, altered or amended unless in writing signed by authorized representatives of both OCWD and all Producers, except that OCWD and any individual Producer may enter into a Producer -specific "Variance" that will be applicable only with respect to OCWD and that specific Producer. Except for where site -specific circumstances require unique considerations, OCWD shall interpret and administer this Agreement in a similar manner with each Producer. At least 30 days prior to approving any proposed Variance, OCWD will provide written notice of the proposed Variance to the other Producers and provide each with an opportunity to opt in to the same terms of that Variance. Upon approval of any Variance, OCWD shall provide a fully -executed version of the Variance to each Producer that has opted in under the Variance. 10.12 Severability. Each provision of this Agreement is severable from the whole. If any provision of this Agreement is found contrary to law, the remainder of this Agreement will continue in full force. 10.13 Authority. A. Producer hereby agrees that funding provided by OCWD per this Agreement is in furtherance of OCWD's purpose of treating/purifying water in the Basin to facilitate beneficial use of locally produced groundwater water in order to increase production of groundwater containing PEAS from the Basin to levels typical prior to setting of RLs for PEAS, and that Producer's production of water from the Basin is in lieu of Producer taking water from an alternative non -tributary source, thereby furthering OCWD's efforts to remove or eliminate PEAS contaminants from the Basin. B. By entering into this Agreement, each Party represents that it, and to the best of its understanding the other Parties to this Agreement, have proper legal authority to enter into this Agreement and to fund the work described herein. Each person executing this Agreement on behalf of a Party warrants that they are: (1) duly authorized to execute and deliver this Agreement on behalf of that Party, (2) by executing this Agreement, that Party is formally bound to the provisions of this Agreement, and (3) entering into this Agreement does not violate any provision of any other Agreement to which that Party is bound. No individual signing this Agreement shall have individual liability under this Agreement. As a condition of entering this 2629/0224990089 14979764.1 a04/1 ]/20 2 51'=19 Agreement, all Parties expressly waive any future challenge to the legal authority of the other Parties to enter into this Agreement, or to the authority of any other Party to fund the programs described in this Agreement. 10.14 Construction and Amendment. The terms of this Agreement will be construed in accordance with the plain meaning of the language used and will not be construed for or against any Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections and paragraphs of this Agreement are for convenience or reference only and will not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the Parties by an instrument in writing. 10.15 No Admissions. Nothing in this Agreement may be deemed an admission. Moreover, no language that may have previously been circulated in prior drafts of this Agreement, but subsequently removed at the request of a Producer, shall be used by either Party as evidence, or in any other manner, in litigation currently pending in Los Angeles Superior Court between OCWD and the City of Anaheim, Yorba Linda Water District, Golden State Water Company, Mesa Water District, and East Orange County Water District on the one hand, and Irvine Ranch Water District (IRWD) on the other, Case No. BS168278 [Lead Case] Case No. BS175192 [Consolidated Case] (the "Litigation"), as such Litigation may be amended from time to time. 10.16 Additional Parties. Notwithstanding any other provision of this Agreement, OCWD is authorized to allow other groundwater pumpers in the Basin adversely impacted by PEAS, but not named in this Agreement, to become Parties to and execute this Agreement without obtaining the concurrence of the other Parties to this Agreement or otherwise modifying this Agreement (except to add an additional signature block). 10.17 Effective Date and BindingEffect. The date OCWD executes this Agreement shall be the Effective Date of this Agreement. Each Party executing the Agreement thereafter shall be bound by, and benefit from, the terms of this Agreement on the date that Party executes the Agreement, notwithstanding that other Parties have not yet executed the Agreement. No Party shall be bound by this Agreement until such Party has executed this Agreement, nor shall any Party that has executed this Agreement owe any contractual duty to any Party that has not yet executed this Agreement until such other Party executes this Agreement. The timelines referenced in Sections 6.1(C) and 6.2 (G) of this Agreement shall begin to run on the date a Producer executes this Agreement if such date is after the Effective Date. 10.18 Electronic Signatures. Any Party may execute this Agreement using an "electronic signature," as that term is defined in California Civil Code Section 1633.2, or a "digital signature," as defined by California Government Code Section 16.5. An electronic or digital signature will have full legal effect and enforceability. Nothing in this Agreement requires any Party to use or accept the submission of any subsequent or related document containing an electronic or digital signature where written notice is otherwise required by this Agreement. [SIGNATURES FOLLOW] 2629/0224990087 14979764.1 a04/17/20 n 5f_n O APPROVED AS TO FORM: ORANGE COUNTY WATER DISTRICT RUTAN & TUCKER, LLP By: Vicente Sarmiento, President By: Jeremy N. Jungreis By: General Counsel, OCWD Michael R. Markus, General Manager APPROVED AS TO FORM: CITY OF ANAHEIM By: By: City Attorney APPROVED AS TO FORM: CITY OF FULLERTON By: By: City Attorney APPROVED AS TO FORM: CITY OF GARDEN GROVE By: By: City Attorney APPROVED AS TO FORM: CITY OF ORANGE By: By: City Attorney [SIGNATURES CONTINUED] 2629/0224990089 14979764.1 a04/17/20 n 5f_n 1 APPROVED AS TO FORM: WOODRUFF, SPRADLIN & SMART, APC David E. Kendig City Attorney, City of Tustin ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By:• JAC nL Funk Assistant City Attorney APPROVED AS TO FORM: ATKINSON, ANDELSON, LOYA, RUUD & ROMO Jeffrey A. Hoskinson [SIGNATURES CONTINUED] CITY OF TUSTIN Dr. Allan Bernstein, Mayor CITY OF SANTA ANA Kristine Ridge City Manager RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency EAST ORANGE COUNTY WATER DISTRICT Lisa Ohlund, General Manager 2629/0224990089 14979764.1 a04/1 ]/20 n 5f'-- n n APPROVED AS TO FORM: IRVINE RANCH WATER DISTRICT HANSON BRIDGETT, LLP By: Paul A. Cook, General Manager By: Claire H. Collins APPROVED AS TO FORM: SERRANO WATER DISTRICT By: By: S. Wayne Rosenbaum Jerry A. Vilander APPROVED AS TO FORM: YORBA LINDA WATER DISTRICT By: By: Andrew B. Gagen APPROVED AS TO FORM: GOLDEN STATE WATER COMPANY By: By: 2629/0224990089 14979764.1 a04/1 ]/20 2 5f--2 3 Exhibit A Allocation of Recovery Example of proportionally dividing damages assuming litigation, after paying Shared Litigation Counsel, results in a total damage pool of 75% of all damages ($630M) claimed by all Participating Producers (total claims of $839M). The column to the far right reflects each co -plaintiff's hypothetical recovery. (Total Amount Claimed in Litigation by each co -plaintiff x .75) OCWD PFAS Cost Incurred Percent of Amount of Tote $443 53% $332 r $78 90f $58 Anaheim EOCWD $12 1°l $9 Fullerton $54 61/0 $40 Garden Grove $42 5% $31 18WD $6 1% $5 Orange $48 63fi $36 Santa Ana $54 60/c $40 Serrano $18 2% $14 Tustin $18 2% $14 VLWD 66 90/0 50 Tntal $839 100% $630 M „ „ (Dollar amounts shown are for illustrative purposes only and are not related to actual PEAS cost that may be incurred or damages recovered. The numbers used herein are strictly hypothetical) 2629/0224990087 14979764.1 a04/17/20 2 5 E -24 Exhibit B Notice Addresses Orange County Water District P.O. Box 8300 18700 Ward Street Fountain Valley, CA 92708 Attn: General Manager Mike Markus City of Anaheim 201 S. Anaheim Blvd., Suite 1101 Anaheim, CA 92805 Attn: Assistant General Manager of Water Services Michael Moore City of Fullerton 303 W. Commonwealth Ave. Fullerton, CA 92843 Attn: Public Works Director Meg McWade City of Garden Grove 13802 Newhope Street Garden Grove CA, 92843 Attn: Public Works Director Bill Murray City of Orange P.O. Box 449 Orange, CA 92856 Attn: Public Works Director Joe DeFrancesco City of Tustin P.O. Box 466 Tustin, CA 92781 Attn: Water Resources Manager Mike Grisso 2629/0224990087 14979764.1 a04/17/20 2 5 E -2 5 City of Santa Ana 220 S. Daisy, Bldg. A Santa Ana, CA 92703 Attn: Water Resources Manager Nabil Saba East Orange County Water District 185 N. McPherson Road Orange, CA 92869-3720 Attn: General Manager Lisa Ohlund Irvine Ranch Water District 15600 Sand Canyon Avenue Irvine, CA 92618 Attn: General Manager Paul Cook Serrano Water District 18021 Lincoln Street Villa Park, CA 92861-6446 Attn: General Manager Jerry Vilander Yorba Linda Water District P.O. Box 309 Yorba Linda, CA 92885-0309 Attn: General Manager Brett Barbre Golden State Water Company 1920 W. Corporate Way Anaheim CA 92801 Attn: District Manager Ken Vecchiarelli 2629/0224990087 14979764.1 a04/17/20 n _n C REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE APPROVE AN AMENDMENT TO INCREASE THE AGREEMENT WITH WM CURBSIDE BY $25,000 AND EXTEND TERM; APPROVE AN AMENDMENT TO EXTEND AGREEMENT TERM WITH WELLDYNERX FOR HAZARDOUS WASTE COLLECTION SERVICES (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER 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 RECOMMENDED ACTION 1. Authorize the City Manager to amend the agreement with WM Curbside, LLC, for residential universal waste collection by extending the term of the agreement from June 30, 2021 to June 30, 2022, and increasing the funding allocation by an amount not to exceed $25,000, for a new contract amount of $90,000, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to amend the agreement with WM Curbside, LLC, for battery recycling by extending the term of the agreement from June 30, 2021 to June 30, 2022, subject to non -substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager to amend the agreement with WeIlDyneRx for medical sharps disposal services by extending the term of the agreement from June 30, 2021 to June 30, 2022, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Assembly Bill 939 mandates that municipalities divert 50 percent of waste from landfills and implement recycling programs. The City has demonstrated compliance with this bill by implementing a variety of programs through its solid waste collection contractor. Along with the programs provided through the solid waste collection contactor, the City has agreements with WM Curbside, LLC, for curbside collection of universal waste from Santa Ana residents, and for collection of used batteries from City facilities. The City also has an agreement with WeIlDyneRx to provide residents with free, safe disposal of medical sharps and needles, which require special handling. All three agreements are set to expire June 30, 2021. 25F-1 Amend Agreements with WM Curbside, LLC, and WeIlDyneRx May 19, 2020 Page 2 The City has issued a Request for Proposals for new solid waste services and programs that will commence upon expiration of the current solid waste agreement in June 2022. The scope of work for the new services includes the additional waste collection services mentioned previously. However, the new solid waste agreement will not be effective until July 1, 2022, after the three agreements expire. Staff recommends extending the agreements from June 30, 2021 to June 30, 2022 and increasing the WM Curbside, LLC contract amount (Exhibits 1-3) to ensure continuation of the mandated programs in the interim. These agreements are being extended to be co -terminus with the Solid Waste Services Agreement with Waste Management. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #4 - City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). ENVIRONMENTAL IMPACTS There is no environmental impact associated with this action. FISCAL IMPACT Funds in the amount of $25,000 are budgeted and available in the Public Works Refuse Collection Service Account (No. 06917640-62300) to meet contractual obligations in the WM Curbside Universal Waste agreement. NS/MLM/CK Exhibits: 1. Residential Universal Waste Collection Agreement with WM Curbside, LLC 2. Battery Recycling Agreement with WM Curbside, LLC 3. Medical Sharps Disposal Agreement with WeIlDyneRx 25F-2 103:II:I16il THIRD AMENDMENT TO AGREEMENT TO PROVIDE RESIDENTIAL UNIVERSAL WASTE COLLECTION THIS THIRD AMENDMENT to the above -referenced agreement is entered into on May 19, 2020 by and between WM Curbside, LLC ("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. The parties entered into Agreement No. A-2008-062, dated April 7, 2008, by which Contractor has provided residential universal waste services for City residents. The original term of the Agreement was defined by the expenditure of available funds. B. In the original Agreement, Contractor was referred to as Curbside, Inc. but is now known as WM Curbside, LLC. C. On May 4, 2016, the parties entered into First Amendment to Agreement No. A-2016-102 to adjust the compensation and extend the term of the Agreement. D. On May 15, 2018, the parties entered into Second Amendment to Agreement No. 2018- 129 to further extend the term of the Agreement. The Agreement remains in effect through June 30, 2021. E. The parties now wish to adjust the compensation and extend the Agreement through June 30, 2022. The Parties therefore agree: 1. Section 2, Compensation, is amended to increase the total sum to be expended under the Agreement by $25,000 through the term as extended herein. 2. Section 3, Term, is amended to extend the term of the Agreement for an additional one (1) year period through June 30, 2022. 3. Except as modified by this Third Amendment, and all prior amendments, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Agreement on the date and year first written above. ATTEST CITY OF SANTA ANA Daisy Gomez Clerk of the Council Page 1 of 2 Kristine Ridge City Manager 25F-3 APPROVED AS TO FORM Sonia R. Carvalho, City Attorney By: IIV, Jo I. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency Page 2 of 2 WM CURBSIDE, LLC By: Larry Metter Title: Area Vice President 25F-4 EXHIBIT 2 FOURTH AMENDMENT TO AGREEMENT TO PROVIDE SMALL BATTERY RECYCLING THIS FOURTH AMENDMENT to the above -referenced agreement is entered into on May 19, 2020 by and between WM Curbside, LLC ("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. The parties entered into Agreement No. N-2007-086, dated July 1, 2007, by which Contractor has provided battery removal and recycling services for City residents. The original term of the Agreement was from July 1, 2007 until June 30, 2009. B. In the original Agreement, Contractor was referred to as Curbside, Inc. but is now known as WM Curbside, LLC. C. On September 1, 2009, the parties entered into First Amendment to Agreement No. N- 2007-086-001 to extend the term of the Agreement through the expenditure of allocated funds. D. On May 4, 2016, the parties entered into Second Amendment No. A-2016-103 to adjust the compensation and further extend the term of the Agreement. E. On May 15, 2018, the parties entered into Third Amendment No. A- 2018-130 to further extend the term of the Agreement. The Agreement remains in effect through June 30, 2021. F. The parties now wish to extend the Agreement through June 30, 2022. The Parties therefore agree: 1. Section 3, Term, is amended to extend the term of the Agreement for an additional one (1) year period through June 30, 2022. 2. Except as modified by this Fourth Amendment, and all prior amendments, all terms and conditions of the Agreement shall remain in full force and effect. [signature page to follow] Page 1 of 2 25F-5 IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to the Agreement on the date and year first written above. ATTEST Daisy Gomez Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho, City Attorney By: John Y. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency Page 2 of 2 CITY OF SANTA ANA Kristine Ridge City Manager WM CURBSIDE, LLC By: Larry Metter Title: Area Vice President 25F-6 iaaai 110 FIFTH AMENDMENT TO AGREEMENT WITH WELLDYNERx FOR PROFESSIONAL SERVICES ("SHARPS PROGRAM") THIS FIFTH AMENDMENT to the above -referenced agreement is entered into on May 19, 2020 by and between WellDyneRx ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2007-278, dated December 3, 2007, by which Consultant has provided services to ensure that used medical needles are collected from City residents and disposed of in a safe and sanitary manner. The original term of the Agreement was from January 1, 2008 until December 31, 2008. B. In the original Agreement, Consultant was known as WellDyne/Rx West but has since been rebranded as WellDyneRx. C. On December 31, 2008, the parties entered into First Amendment to Agreement No. A- 2007-278-01, to extend the term of the Agreement until June 30, 2010. D. On June 30, 2010, the parties entered into Second Amendment to Agreement No. A-2007- 278-02, to further adjust the compensation and extend the term of the Agreement. E. On May 4, 2016, the parties entered into Third Amendment to Agreement No. A-2016-104 to again adjust the compensation and extend the term of the Agreement. F. On May 15, 2018, the parties entered into Fourth Amendment to Agreement No. A-2018- 131 to further extend the term of the Agreement. The Agreement remains in effect through June 30. 2021. G. The parties now wish to extend the Agreement through June 30, 2022. The Parties therefore agree: 1. Section 3, Term, is amended to extend the term of the Agreement for an additional one (1) year period through June 30, 2022. 2. Except as modified by this Fifth Amendment, and all prior amendments, all terms and conditions of the Agreement shall remain in full force and effect. [signature page to follow] Page 1 of 2 25F-7 IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment to the Agreement on the date and year first written above. ATTEST Daisy Gomez Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho, City Attorney By: W'�', —f�L John NV Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency Page 2 of 2 CITY OF SANTA ANA Kristine Ridge City Manager WELLDYNERx Steph n SaR (Apr 28, 2 20) By: Stephen Saft Title: Chief Financial Officer 25F-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE: APPROVE AN ASSIGNMENT AND ASSUMPTION OF A GROUND LEASE FROM EACH AFFILIATE OF AT&T, INC. TO EACH AFFILIATE OF OCTAGON TOWERS, LLC RELATING TO THE CELL TOWER SITE AT JEROME PARK /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For rK•�►nutn�.ic. FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to approve an assignment and assumption of a ground lease from each affiliate of AT&T, Inc. to each affiliate of Octagon Towers, LLC. relating to the cell tower site at Jerome Park, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION AT&T is the lessee of the cell tower site at Jerome Park and has requested to assign their interest in the lease to Octagon Towers, LLC or one of its affiliates. In connection with the proposed assignment, they are requesting that the City review and execute the Estoppel Certificate. The lease is in full force and effect. The current term of the agreement is a 10-year term from April 19, 2011 to April 18, 2021 with three, five-year extensions (Exhibit 1). The monthly rent for this lease is $3,284.57, with an annual 4% increase. The City uses the revenue generated from cell tower lease revenue to address deferred maintenance and improvements at the park where the cell tower is located. STRATEGIC PLAN ALIGNMENT 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 There is no fiscal impact associated with this action. Exhibit: 1. Assignment and Assumption Lease 25G-1 AT&T x s December 10, 2019 By: Fed Ex Cinty of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O.Box1988 Santa Ana, CA 92702 Jesper Larsen Assistant VP — Corporate Development AT&T Services, LLC RE: Request for Consent regarding the Ground Lease for the following Tower Site 2115 West McFadden Ave, Santa Ana, CA 92703 (the "Property'); AT&T FA # 10127664 Dear Sir/Madam, The undersigned, as tenant "Tenant" under that certain lease with you dated 04/19/2011 (as heretofore amended and assigned, if applicable, and together with any related easements or other appurtenances) (the "Lease" intends to assign its interest in the Lease to Octagon Towers, LLC, or one of its affiliates ("Buyer"), in connection with Buyer's acquisition of the communications tower located on the Property. As part of the assignment, (i) Buyerwill assume all obligations under the Lease arising on and afterthe date of assignment ("Assignment Date' 1 and (ii) Tenant will leaseback from Buyer space on the Property for Tenant's ongoing provision of its wireless operations. To the extent required by the Lease, we hereby request your consent to the foregoing assignment and leaseback, along with your acknowledgement that, effective upon the Assignment Date, the undersigned Tenant, as assignor, shall have no further rights or obligations with respect to the Lease to the extent accruing on or after the Assignment Date. This is to confirm that the undersigned Tenant shall remain fully responsible to landlord for any obligations arising under the Lease for the period prior to the Assignment Date. To confirm your consent and acknowledgement, please sign below and return a copy of this letter by FedEx in the enclosed pre -paid FedEx envelope as soon as possible. Your prompt attention to this request is greatly appreciated. If you have any questions, you are authorized and directed to please contact Buyer's counsel, Jamie Chapman, at Thompson Hine LLP at (216) 566-5647. Sincerely, jja J D 10".1 j777 NEW CINGULAR WIRELESS PCS, LLC By: Jesper Larssen AGREED AND ACKNOWLEDGED: See attached signature page By: City of Santa Ana Name: Title: Date: December 10, 2019 2 5 G -2 2019 AT&T Intellectual Property All fights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property. AT&T cc: Cinty of Santa Ana PARKS AND RECREATION DEPT M 75 26 CIVIC CENTER PLAZA SANTA ANA, CA 92701 0ecemCer `i0, 2019 2 5 G -3 72018AT@Tire, llectoalProparty.AilH&tsreserved.AT&I and the Globe ]ago are registered trade teat Is IF A MT lntellectua! Property. Paget ATTEST DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By:x'-u A. R LAURA A. ROSSINI Acting Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: LISA RUDLOFF Executive Director of the Parks, Recreation, and Community Services Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager Page 1 of 1 25G-4 GROUND LESSOR ESTOPPEL CERTIFICATE (GROUND LESSEE FA#10127664) This Ground Lessor Estoppel Certificate (this "Certificate") is made by the party identified as the ground lessor in the signature block below ("Ground Lessor") for the benefit of the Ground Lessee identified below and Octagon Towers, LLC and its subsidiaries (collectively, "Buyer"). RECITALS: A. NEW CINGULAR WIRELESS PCS, LLC ("Ground Lessee") is the lessee of certain real property pursuant to a lease, license or other occupancy agreement (the "Lease") dated 04/1912011, by and between Ground Lessor and Ground Lessee, relating to premises described in the Lease. B. Ground Lessee intends to assign its interest in the Lease to Buyer and Buyer intends to assume the obligations under the Lease. C. In connection with the proposed assignment, Ground Lessee and Buyer have requested this Certificate from Ground Lessor. Estoppel Certificate. Ground Lessor certifies to Ground Lessee and Buyer that the following statements are true as of the date hereof: (a) Ground Lessee is the current Ground Lessee under the Lease (a full copy of which, including all amendments thereto, is annexed as Exhibit A (b) The Lease is in full force and effect, has not been assigned by Ground Lessor to any other party and contains the entire agreement between Ground Lessor and Ground Lessee with respect to the premises described in the Lease; (c) The Commencement Date under the Lease was and the term of the Lease will end on 12 , subject only to the Ground Lessee's options to renew the Lease for successive periods of years each. The current monthly base rental is $ Monthly rent under the Lease has been paid through , 20_;and (d) No default exists under the Lease on the part of Ground Lessor or Ground Lessee, and, to Ground Lessor's knowledge, no event or condition has occurred or exists which, with notice or the passage of time or both, would constitute a default by Ground Lessee under the Lease. Executed as of 2020. City of Santa Ana By: See attached signature page Name: 25b-5 ATTEST DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By:' " -A.R LAURA A. ROSSINI Acting Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: LISA RUDLOFF Executive Director of the Parks, Recreation, and Community Services Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager Page 2 25G-6 EXHIBIT A [GROUND LEASE ATTACHED BEGINNING ON NEXT PAGE] 256-7 o12766`f dtAAlNt:tW6?f—lP's A-.AVIU-t.,v. WOKMAY PR(tx;EEc .. U4C�lKQFliVUtYIL LAND LEASE AGREEMENTBETWEEN E CITY OF SANTA ANA AND NEW CINGULAR WIRELESS PCS,, LLC DATE:. _1- ..—t t r ttorvir rnRx f- . l !rt This Agreement; made as of the latter ofthe signature dates below ("E#i3snu�e.�te")-, is entered into by and between the City of Santa And, a charter city and municipal corporation organized and existing under the Constitution and laws ofthe State of California, hereinafter designated "LESSOR" and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 12555 Cingular Way; Suite 1300, Alpharetta; GA 30004'; hereinafter designated "LESSEE". The LESSOR raO LESSEE are at times collectively referred. to hereinafter as the "Parties % 1. PREMISES.. LESSOR, leases to LESSEE a portion of that certain parcel., of property commonly known as Jerome Park (the entirety of LESSOR'S property is referred tt), hereinafter as "tile Property" and a legal. description of the Property is attached hereto as Exhibit "A" }, located at 2115- West McFadden Ave: Santa Ana, CA 92703, and being described as a twenty foot (20')by twelve foot (12') space on the ground containing two hundred -forty (240) square feet for LESSEE's radio equipment cabinets, a seventeen foot (17`) by nineteen foot ten. inch (I4' l 0") space on the ground containing three hundred twenty-four and 7110 (324.7) square feet for LESSEE's tower, and space required for cable runs to connect LESSEE's equipment and antennas, together with the non e7cclusive right for ingress arid. egress from and to the nearest public right-of-way, seven (7)days a week, twenty-four (24) hours a day, subject to any restrictions stated herein, on foot or motor vehicle; including trucks, and for the installation and maintenance bfutility wires; pales, cables, conduits, -and pipes over,:uixder, or within the; building; to the demised premises, said demised premises and access and utilities paths (hereinafter collectively rieferred tp. as the "Premises'l for access being substantially fts described herein in Exhibit "B" attached'. hereto and made a part hereof,. 2. SURVEY. LESSOR also.hereby grants to LESSEE the right to survey the Property and the Premises, and said survey along with detailed site plans shall then become.. Exhibit "B"which snail be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit'!X . Costs incurred by LESSEE for such work shall be borne by -LESSEE. 3. 'TERN[;, This Agreement: shall be e1i'ective as of the Effective Date; provided;; however, the initial terns shall be for ten (`i 0) }Lars, and shall commence on the Coralmencement Date (defined below). A. 12E1d1,. After the Commencement Date, rental payments will be rue in an annual' rental amount of Twenty -Eight Thousand Eight Hundred and N61100 Dollars ($28,8W, .00) to be paid in equal monthly installments of Two Thousand: Four Hundred: and No/100 Dollars ($2,400.00) per month on or before the first day of the month, in advance; to LESSOR or to such other person, firm or placc as the LESSOR may, from time to thee, designatc in writing at lcast thirty (30) days in advance of any rental payment date, Rent shall commence on die first day of ..__ the inalth: r6ilowrlig tb( lssuanse a ttie biiildttig periirif for LESSEE'S Paci1ines (as dirWU;`_...,_.._.., below), or the first stay ol'tiac month that is six (6l months after the Effective Date of tiii:� Agreement or the first day of the month following, the date LESSEE commences installation of LESSEE's Facilities tin the Premises, Whichever vccurs first ("Commencement Date"), lfrent is 01276t:,�..+_EASE_11 U419.pdf -Page 2 not paid within fifteen (1 5) days after the dire date and provided LESSOR has complied with. all applicable notice and cure provisions herein. LESSEE agrees to pay a late charge equal to Six Percent (6%) of the then -current monthly rent. Mental anxounts attributable to partial months shall be prorated on a dailybasis, 5. ANNUAL RENTAL LNCREASES, The rent payments shall be subject to an annual rental increase of Four Percent (41✓a) per year,. to be increased on each anniversary of the Commencement Date: 6. INITIAL PAYMENT. LESSEE hereby agrees; in lieu of making: an. initial payment,. LESSEE will demolish the existing restroom.building,.as set forth on the Site Plan. attached hereto as Exhibit B. 7: EXTENSIONS;I The Lease Agreement may be extended for up to:thme (3) additional five (5)7year terns. (each a "Renewal Terra"). Each Renewal Term shall be on the terms and conditions as set forth herein as follows- (i) Si t (6} months prior to the expiration of the initial `term, if. LESSOR, in its reasonable discretion determines. that LESSEE's continued tenancy is not in conformity with LESSOR's intendedf use of the Property, LESSOR shalt provide written notice to LESSEE that the Lease will not be extended. { i) Thereafter, each subsequent renewal 'shall be subject to the following procedures If LESSEE determitnes that it desires to extend the tern. LESSEE. shall provide written notice six (6) months prior to the end of the then -current termVithin, sixty (60).days of receipt of LESSEE's notice, LESSOR shall determine whether such extension is. in'LESSOR's best interest and, ifnot in LESSOR's interest, LESSOR. shaildeny'such extension_ request. If LESSOR does not respond within sixty (60) days; the lease is deemed renewed for an additional Renewal Term, If neither party provides notice As forth:above, the lease shall continue on a month -to -moth. basis, 8: GtyERN1yLE gTAL �kPPROVAI S- It is understood and agreed tliatLESSEE°s' ability to use the Premises iscontmgent upon its obtaining alCof the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or Ideal authorities as well as satisfactory soil boring tests which will permit LME.E's use of the Premises asset forth lwrc;in LESSOR shall cooperatewith LESSEE in its ef€ortto obtain such approvals and shall take no aet on, whi6 would adversely affect the status of the Property with respect to the proposed use by lESSEE. Priorto the Commencement Date, LESSEE shall have the right (but not the: obligation) to enter the Premises for the purpose of making necessary inspections and engineering survsys.(and soil tests whero applicable) and otber re} sonkibly not essary tests (collectively "Tests") tq detennh.e Cite suitability gfthe Premises for IXS?+EE's >+acilifies (defined below) -and For the purpose of preparing for the construction. of LESSEE Facilities. In the. event that any of such, .......IT applications for'suclt Govertuneithai Approvals shoiilrl be"ftiially retested"or ariy'Gaverniffental Approval issued to LESSEE is canceled, expires. lapses, or is otherwise. withdrawn or terminated by the governmental authority or soil boring tests are found to be unsatisfactory so that LESSEE will be unable to use the Premises for its intended purposes or LESSEE determines that the 25G-9 012M&� _LEASE-1 " 0419,pdi - Page 3 1 Premises is no longer tech " I oompintended, use, � S E shall h e I 18 Alible for its qvoth right to Pico Y� terminate this A 9.reeinente No ticeoFLE S$Esexe so. its right tq terminate shall be given - to LESSOR in writing,by certified mail, return receipt requested, and shallbeeffective npon the mailing of such notice by LESSEE. All rentals paid th, said teftin4don date shall be rbtaiiied by thetESSOR. Uponsimb ttintin6tioti. this AgNW—erit shall ;become null and, Void an d all the Parties shall have no fikirthor 661igatIons i.nclu4i rig thopqrnent of, Money, to each other. 9, APPROVAL OF PLANS Pdoj.r to 00_ michcIng, cohartictioli of LES.M.'s. Facilities (clerlfte4 6elow),. L'P-SSEEsh4l1 obtain R's-App.,:voj.d LE$SEVs fklip f Wo.. plans; ,which :approval ,sliallnot be,unreasonablywithheld; conditioned or delayed; su6h approval shall lay issued b3 the City.Manager or his/heb designee. LESSOR shal t"give siicll approval 6r'Pf6vl LESSEE Willi its, requests for changes, which ohaneesmust coniply with. 411 applicable b'uIldina, cosies, in writing within fifteen (1,5) Working teceipt.of LESSEE'S F, plans. If LESSEE does not receive. such approval or reqpeat for changes in writing within such fifteen (15) wofUng,day, periods LESSOR shall be4eemed to have approved the.plans. LESSOR, shall not be entitled to receive any. additional consideration in exchange for givirig'ita:appv*it of withrevisedplans, h LE$SE-81$:r'eia (wole 4UPretfop- 14 lho-ewm Within. s LESSEE t lay term' Agreement: LES$QAw otknq5yingly permit or suffer A(I pot copy filize the plans any person c for any purpose other than as provided in this AgreemtDfand will -rewrri. tile plans to ]LESSEE-, promptly upon request. LESSEE hiaimainsafid right'. to perform replacements and. upgrades without LE.S.St)1 aAproval,�vlieu 007 .. g0a to Ole ogtetiq appearance ofLESS$Epacilitics are made: 10. USEMAINTENANC& LESSEE iftay use the Premises for any, lawful activity in minection Willi, thep, lirnitotion, the trz nsmissiori grid thefec,eptibn of radio cotntniixsicatioii signals:6n'vadoosi frequencies and the copstr4cijoi MointonW.e,and. .11 operation of related ommuaiqaftons tile right construct 'maintain it all , otainI . st j:repairs and operate on the Premises radio communications facilities,, including but not limited to, radio; frequency transmitting- and redeliving,equipmentf bkdefka, utility lines, IrMsiftissi0h lines, radii ftequehoy trarigmitangand tecelving, antennas ands uopbrting. smirwres and inipi-.0yenients Lu S.F'EVs VNi'lities"), All imliroVegilents'sligil be at, US anti c i tallation of all improvpMe , discrationand option f LESSEE with LESSOR P's pnt5 shall be, at 11je Q , approval, which approval shall not be unreasonably wittihzlddelayed ore6adih6ned..'Said Approval shall be obtained fibm LE.SSOR'pdor to c6minefictinetit OF. any cohs�ofion, al . toratic.ag, modifications Section above and LESSEE agrees. to sikinitarchilector4f -an �cqgi enttobeinstajled4 , (1, ta ) j& - LESSEE agrees that the installsand of LESSEIrs , Focititles sh.a.1.1, be erected' with all reasonable diriggpoe and precapliop toavoiddamsgp:to the land, property orperwrinel, Notwithstanding the foregoing,,0rice, the iniflal improvements. are install I ed, LESSEE E may replace, .substitutt, tipgr4do once expend `its' cables and aritchnas whi 4 comp isd C. , in x LESSEE'S �bcilitles:fbr the: purpose of repair'liggnt, upgMdir1&x't 0 cominualbati 4 Et oil capabilities of LESSEE's Facilities, with,notice fo..�S%Q so Iong as the equipment, cables or antennas substantivephysital and/or aestlieticohan6as to the Premises without die prior approval -of llo 1, - ESSORshall not be entitled to x,� ��,tygy additional consideration . forogoi0 In e�,c for & MA ' Ce)'V 19 .. ..... .... - - ----- I ...... .. --ZM-- -1-0 . .......... ....... ...... ...... .... ... . . . ... ---- ----------------------- - - -- - ---------- --- ------ ---- - --------- Q9276t �....;_Er^.SE._110f i.t,ctt -Page 4 giving its approval. of any of the: foregoing.Any such: changes ait subject to the provisions of Section 13 :contained berein.below. LESSEE shall be responsible for the cost of any and all damage to the Property ilaeltiding but not ! invited to concrete altdfor asphalt, buildings and/or apptirtenarices caused by LESSEE. LESSOR at its discretion may require LESSEi to repair and: or replace said damages or contract for said services and bill. LESSEE, The cost ofsaid repairs can be subtracted from any deposits retained by LESSOR, LESSEE shall have the right to install. any warning signs on or about the Premises required by federal, state or, local law:. LESSEE's Facilities shall be constructed and maintained in a manner and with materials that are consistent. with the approved puns for the project:. The materials actually used must match up With the proposed materials and artistic renderings. LESSOR shall provide LESSEE, LESSEE's employees, agents, contractors, subcontractors and assigns with access to the Premises twenty-four (24) hours a day, seven (7) days a week, at no charge to LESSER. LESSOR represents and, warrants that it has full rights of ingress to and egress from the Premises, and hereby grants such rights to LESSEE to the extent required to construct, maintain, install and operate LESSEE's Facilities on the Premises, and to remove them therefrom. LESSOR shall, at its sole expense; maintain A access roadways from the nearest ptiblio roadway to the Premises in a manner sufficient to allow reasonable access to thePremises by LESSOR. Except in of emergency, LESSEE agrees to provide twenty-four (24) hours notice tot LESSOR before -any installation, maintenance, replacement or repair is to take place on the Premises. Trl the event. that maintenance is required; such as.therepai.rtting of LESSErs, Facilities, such maintenance must be completed by LESSEE'within thirty (3i1) days after LESSEE's. receipt of LESSO.R's written notice uinless the siaturc of the maintenance,: replacement or repair is of such a nature that greater than thirty (30) days may be'.needed to complete such work, .in which. event LESSOR hereby gr",lo'LESSEE <such additional tune as may be reasonably necessary, to complete the work; 11, INDEiv NIFtCATION, A, LESSEE's indemnity., LESSEE shall indemnify,: defend and hold L.J SSUI� its officers, employees, successors and assigns harmless from and against any and aft loss, cost, claim, liability ("Claims') o6cufrivg on the Promises and arising out of or connected with the negligence or willful misconduct, of LESSEE, its officers, agents, employees, or contractors except for Claims arising put of(i) the negligence or willful misconduct of LESSOR,. .its officers, agents, employees, successors, ass' gins, or contractors, (iD violation oflaw by> LESSOR, its gffcors, agents, employees, or conYcactgrs; (iii) tine breach at'guy duty or obligati ..0 by 1.ESSO[i under this Agreem. nt; or (iv) any condition relating to the itemises Which LESSEE has. no obligation to. repair or maintain. 13. LESSt?R's intleninity, LESSOR shall indemnify , defend and hold LESSEE, its offtcers,;ernployees, successors and assignshannf ess from and against any and all', foss, cast; claim, liability ("Gains") gccur'ririg on the Premises and arising out: ofor connected with the negligcnee.or willful misconduct of LESSOR, its officer,, agents, employecs, or contractors,, including, but not limited to City Business as defined in 9ecti{Yn.17 below, except for Claims arising out of the negligence or willful misconduct of LESSEE. its officers, agents; employees" of contractors; (ii) violationof law by LESSEE„ its officers; agentst employees, or -w contractors; (Iii) the breach of any duty or obligation. by LESSEE wider this Agreement; or (iv) any condition elating to the Premises which LESSOR, has no obligation, to repair or maintain, • _ 25G-11 012706Z....iEASE-1;0419.pdf-Page 5 M INSURANCE, A:R In adcorclanci? Witt, the provisions 4fSecti0n 33(i of the I ttboP. ode„ if LESSEE. liar any employees it is required to be insured &galrsp )tat�ility for tyoxkefi's compensation or to uudertalte.&elf-insurance. Prior to commencing performance of this agreement: LESSEE agrees to obtain and maintain employer's ]iabilityinsuranee with limits of $1,0001000 per accident. If LESSEE: has.no employees, nor Workers7,6b4npensation coverage., it must exeetlte. a Declaration available from LESSOR, and update as is necessary:: B: .: I EfiSlfEcsfittll otita n,atits Sole cost, apojf y orpoticies, ofcomigrerciat" general 1'tabrhty insurance; or equivalent form, with.a:cpmbined Single limit ofS1..,00.0,000 per occurrence and in .the. aggregate.. Such insurance sttatL (i); iclud0 LESSOR, ts.4ffssers>ageitts,,r."epresentaltYts, erriplaXees.and volunteers as sdditioaal lnsttreds; (2) be Praulary with respect to Insurance or self, insurance programs rpaintained by LESQI:, except claims restlti rig f tong LESSI's negligence or misconduct; and (3):contain standard separation!of insureds -provisions. LESSEE shall:, (a) prior to exexeising any. right under tfiis. Agreeixtertt, fnmisla. property exteoted gertzfl"gates of Insurance and prodn#.add ti jntil insured staftzs' is LESSt which shall.glear[y evidence all, cgverages equ'irerl above;,(l) provide drat such, insurance slait not be cancelled except on thirty (30) clays prior written riotieeto LESSOR; (e) maintain such regrrircd coverage for the perlod.covered by this Agreeirient; (d) gtvc L 1::S5BE prompt acid €itrrely notice of claims made orinstituted ar"tsing oyt-of LESSEE'.& gperafions under this,- Agreernent; and (e) replace.suoh oxtibmles for polioies expiring• prior to i4e eXpiration of this agreement. 13. INTERFERENCE, LESSEE's Facilities shall not disturb the communications oonfigurat aus, equipment, and frequency,'which exist on gl the:Property.on the date: this eernehC is fully executed ("Pre -Existing Communications") us Iong_ astbe Pre -Existing: Ctimmui7ications operate,and gotitinite to operate wittm tlteir respective frequencies and•iir accordance wide all apptieeble laws . regulations .or publig:. safety conatnunicat on operations, as may be upgraded periodically,, and LESSEEi's Facilities shall comply with all non-ini<etferenee; rules of the .Eederat Communications Cdniinissidit (" k CC" ). TLESSOR shall not tise,, or peen t tie use of, arty. Roroon of the PropextY. in ay. ,way, whiclt interferes• with [.ES.SEE's use of the, Premises or c�tcroauhes upon the,Premises. In addition to any r?thcr rights Li WE nzay havw hereunder; LESSEE shall have :rite right to: bring legal action to.enjoin such inlerfereiiee against: the party -causing any alleged interference midlor immediately terminate thlsAgreemehiL Kati�ithstandinLt.11 a fiiregoing, Pre -Existing, Ccimmunidstiboti operatic€ in the:ssmi manner as on the date this Agreement is fully executed shall not be deemed interference, LESSOR shall retluite any ttiare tetYairts, assignees, licensees, or occupants rising any pol-t rt oftlre k?roperty fox the operation of mabjlel+vireless or radtq cortu�ttcntgatrorts.fpeillties tt� an�nply +vith the provisions of this Section and shall obtain LESSEE°:.&; written.consen t prior to, allowing such :use of the Pfoperty, which such consent shall not bet unreasonably withheld„ conditioned, or delayed; provided tl t- I - S1 P's gonseir[inay be.vuithheld':if nteifeieitce v✓ith: [:�S�EE's tcansiitiiS'i "-s;.-' receptions,; operatitnis;.or use of frPgpe;icy will result due to such lase, vuliether Or not. such interference is xvitli LESSWs frequencies or otherwise, The Gity Manager shalldetcrmine 25G-_ 2 0127664.,,LEASE_.190419.pd - Pap 6 whether eonseat is Unreasonably yvithheld.and may require LESSEE to consent subject to the. above conditions. In the event of any interference' with LESSOR'§ public safety cotnmunicatibiu; operations. LESSEE shall have twenty-four (24) hours after receipt of not ce.to cure the interference, and .if LESSEE fai Is to do so, LESSOR has the right. to require that LESSEE cease operating LESSEE's Facilities (except for intermittent testing.to determine the source of the interference) until LESSEE ls.able to recommence. operations without causing such interference. If LESSEE's Facilities interfere with LESSOR'S public safety communications operations during an emergency, LESSOR may require that LESSEE immediately cease operatinglESSEE's: Facilities -and if LESSEE fails to dose,, LESSOR. has the right to shutdown the electrteitysupply to LESSEE's Facilities. LESSEE shall reimburse LESSOR for any, actual, reasonable costs that LESSOR incurs to cure any interference with LESSOR's public safety communications operations caused by:LESSEE'S Facilities.. 14.. REMOVAL UPON TERMINATION. LESSEE, upon expiration or earlier, termination otthe Agreement, shall within ninety (94) days,. remove all.of LESSEE's fixtures. and all personal property and otherwise restore the Premises, substantially to its original condition, at LESSEE's soleexpense, reasonable wexrzmd tears and casualty excepted. U d Equipmentlstorage buildings may remain at LESSOR's option. LESSOR agrees and acknowledges that all of the equipment, fixtures and personal property of LESSEE shall remain the personal property of LESSEE and LESSEE shall have the. right to remgye the same, whether or not said items are considered fixtures and attachments w real property under applicable law. Ifsuch time for rq#toval causes LESSEE to'remain on the.: Premises past the aforementioned ninety (94) day period after the e cpiraricn or earlier termination :af this Agreement, LESSEE shall pay rent at the then existing monthly rate arson the existing monthly pro-rata basis if based upon a Iotiger payment-xemi, until such time as the removal oftt e building, antenna strtiett re,:fixtures and all personal property are completed: Antenna. support structure and ail utilities catiUng and wiring shall remain at LE550R's option in its as4s condition 15. l 0{?k )INO AND OUI_TCLAIM DEED. If requested by LESSEE, LESSOR agrees promptly to execute and deliver to LESSEE ai'ecordable Memorandum of this Land Lease Agreement in the form of Exhibit "P. LESSEE agrees to execute and record a quitclaim deed or other instrriment evidencing the termination of LESSEE's interest in the Propertyupon within thirty (34) days following LESSEE'S receipt.ofwritten notice delivered by LESSOR to LESSEE after the expiration or termination of this Agreement. l6' RIGHTS UPONSALE. Should the LESSOSk, at any, time during, the term of this Agreement, decide to sell all or any part of the Property, too, a purchaser other than LESSEE; such sale shall be under and subject to this Agreement and LESSEE's rights hereunder, and any sale by the LESSOR of the portion. of this Property underlying the right -of way herein granted shall be under and subject to the right of LESSEE in and to such right-ol way. LESSOR: shall obtain for the benefit of LESSEE a r=onablenon-disturlbance agreement from the present and any future mortgagee(s), or holder(s) of a deed of trust confirming that LESSEE's right to quiet "possession of the Premises. during ibis agreement shall roc tie disturbed, soWlcinl;-as LESSEE is M not then in default beyond any applicable cure :period under this Agreement, P1 25G-43 0127664_-E'ASE.,_1 "0419"ar'f - Page; 7 17. QUIETENJO YMEN' T..I SSOI envenanfs tljat LESS.L"i , on paying the rent and: performing. the :covenants. shall peaceably and gttictiy have, hold and enjoy the Piemisesk provided However, that. LESSOR shall have the right and privilcge to conduct City Business on. the Pt'opeltye,as tiet:essary. "City Buslncss" shall: Cneludet but iaot be limited to the followi10- miop txaainlet ance, trt nor landscapjnt; ntihor eonstructionr eoticessigna; ies, and City spotisoreci events„ located near the Premises; so tong"as the City Business does rttxtterfexe:vith or Impair the operation of USSEE's Facilities„, 1.9, TITLE. LESSOR covenants that LESSOR is "seized of good and sufficient title and ineesttoYP roptyanhas full authority toentct into and eXectite than Agreement., L,ES5012 further etivenan'ts that there arena other lien9, jtidgmettts primpedamcttts.oftitie:on the Property or affeetirsg IJE$SOR"s title to the sattte and #hat there are no ctiY@rtaitts easements:gr.. restrlctionswhioh prevent the use ofthc T'r'pmises by LESSli1 as set forth above. 19':. NO LIENS: LESSEE Will not permitanl ti eelaanies' or rnaiezialilten's liens od t1?e: P.rope' ty for any labor or tstaterial fui'iiished, to LESSEE in connectlon with workperfoxttled. G>yen but; upon the final deferrnination of'such questions; shall lmmediatelypay any ac[verseudgznentre"ndcred' with all proper costs and charges and have "the Tien released at its own expense, IfLESSEE,. desires to. contest anysuch lien,: thou prior to commencing. such corrtest,'it, will post a bond;: tvhete:i ecesSaty� to release theT on, 70: vfISCELLANEOUS LESSEE RESPONSIBILITIES. A. lvlaxittittiaa ,Permissible Exposure — LESSEE shall cori,ply with all present and futut'e laws, orders: and regulations reladttg to Iu aximuth Permissibte. Exposure: (*Pfp j and'. Other, tt sated health issue& directly applictzlile to its aperatiort oft F. o ih . , as well as the Atrtercaa National Standards Institute (ATdST) sttsradards to;the extent that such ANSI standards:ara fully consistent with such laws, orders and regulations. Without lirrriting the provisions of LESSEE's indemnity contw-lied herein, LESSEE, on belialfof itself and its siaccesstirs and assigns; shall indemnify i.E.SSOR from and against all claims"ofpersonal injuries- due'to: vi4latiop ofMPE to the e�Cent sucl:parsonal. ipjuries are actually:caused; by $,ES�EE's 1'`:actiities.on the Premises; Aw LESSEE shall maintain'LESSEE's Facilities and shall make all repairs to the Premises necessitated to keep the Peeinises safe. LESSOR may require LESSEE Co make .repairs to andlor replace dant;apd Cquiplitent of LESSEE'$ Facilities and/or any parts thereto regardless of fault (including bus oot Itnijted to' damage caused,by vandalism or :acts of god a of later than one { I) weep; after saint damage is reported to LESSEE, except: For damage caused by LESSOR, This time period may be extended with written -authorization from the City Manager. tr1: the event such autltorizatiort is not givch and repairs are, not made in one aveek, LESSOR shay cause such repairs'to be ma4e'incl.uding making said..repaits and/or hiring a Consultant to rnal c said repairs;., LESS01t inay chat+ge.LE StE for the costof said services, Daroal e'caused. by ,grafld shall berenrowd within tixrty-efght (48) ho rs notl4aiioat to LESSEE by J > S50R If said graffiti is snot removed wrthin the 48-hour period, City may remove said gra:ff ti and Bill: G. LESSI E shall pa3°all persritttl properly faxes assesaed dlrectiy against t4 equipment and all increases in LESSOKt , real property ta;.es or assessments dimett ' attribt�tuhltr 7 _. 25G-14 09276�rb_„t �.�E_iit14i9.'p�#t-i���3£t to 5rtstallutian of LESSEE"s equipment or.LESSEE's use ofthe Premises within sixty i6Dl`days. alter receipt of satisfactory documentation indicating calculation of L) SSEE's share of such real estate taites and ptvof of payment provided kltat suoh amounts ate in tint due withiti. the said silly (60)-day period LESSEE J as.the right to challenge any uitreasonnble tax assessntent< D. LESSo.I :grants LESSEE the right joj obtain util5ties fgrthe operation. of LESSEE'S FAcilitias. ,$MM. shall be responsible directly, to tite serving entities For any and ail utilities required by LESSEE,for its use of Premises. LESSOR shall ooperateWith LES.SpE in its efforts to obtain utilities from any location provided by I,E$! iOk or the servicing utility„ iiadhulltig. sittin a any casement or other iiistrumeiit:reasonably r.,equired by the utility >~ompany;.,, E. L ,WEE ,.shali have tlue right to ?'solace or repair its equipment or any portioq tlmereoFduring the term o£this Agreement. LESSEE will maintain the Fretnises ina. good condition, reasonable wear and tear exceptc& 21. tMEWENCY USE OF SITE. LESSEE shall make available to the police; fire ai5'tl elttergpricp services of tlte,. ty of $atit'a Ana space on its communications tower at no cost tr>. LESSEE or said entities, subject to strodural analysis, The City ofSai to Ana is responsible "for maintaining its own equipment.. The space, to be made available will not:create interference with LES'SEE's communications operations. As to any future subloams, their respeetive installations will be pormitted only at sitoh location, that `twill not cause i'merf=erence ±ith LESSEE: or LESS0il :and the' City'. ap'exations., The City entities will by afforded �4rhour access to its egttipment:at the Property..lh addition:, the City vuill,be provided "power backup" by LESSEE. if available: at the Premises. 22.. INTECRATIi;A. it is agreed and randerstoO that this Agreement contains all agreements, promises and understandin"gs.betvrIen the 1 SSOR and LESSI�E and that no verbal or oral agrc menta, prornises or mtderstandin shall be binding upon either the L]iSSOR or LESSEE in any dispute, controversy or proceeding at law, and. any addition, variation or modification to this.Agreement shall be udid and ineffective unless madi iri writing and signed: bX the Parties. In the;event at provisiriai of the Agreement is fs�un4 to be invAl9d_ or. unehfoecesble, sucItArtding shall not,aftect the Validityandenfort:eabilify ofthe:reniainiag provisions of this Agieem�nt. Thn faihtre of either'party w insist upanstrict performance ofany oftbr tertns:or conditions of this Agreement or to exeralse any' ofits rights under the Agreeniont shall not waive such rights and such Party shall have the right to enforce such riglitsat anx. Ti.nle and kalsc:such action as tnay lie.iirvvFul and authorize l under tl 5s Agreeiiterit eithet rn 14w or, In equity. 23. GOVERNING LAW. This Agreement and the 'performance thereof shall be governed, interpreted, construed, and regulated by the laws.of the Stated California. with ventto in Orange County.. 24, ATTOFNEYS' .EE1 S, 'the. sitl stint ally prey tiling party in any legal action or I�N'suit arising hereunder shalt lie entitleel to its reasonable attomoys' fees and eoltrt cost"'c: iitcluriikg. appealsif any, 25G-15 _ 0127664 LEASE-_110 19,pdf- Page 9 25, A. LESSEE will not assign or.tiwisfertliis.Agreement without the prior written cotsent of LESSOR, which consent will not be unreasonably. witfiheld,,dlayed or Conditioned; provided, BE shall j to assign its . i I . ht,% under flifs Agreement'.to any of LESSEE'S (i) or succemw 1p4gaf entitles, xp.h oga, or other transfer. oM8SSFV5 FCC authorization for tliegwgTap1iioarea ,i'n which t he LESS EE's: network. assets in the geographic area whem the Premises. are, located; or (ifi) in connection with any Ananqmg,:Ioaij security interest, pfed&, or inoiTgAge of:LESSER*s. B. LEME ackjiovW&s grid agroes that the City pblicy.ig.io provide fov co4ocation on communication tower facfiities qina will reasonably f4cijft#ea' pyco-location , subject to. the Wrxditloiis:outlmedift Paragraph IT (INTERFERENCE). LESSEE further agrees that UMOP, sholl Retain ownersWip of aq flaftW lease rights i0li respect to spAde, for addrtionglcomyrofacilitieswtimtb�Pfopery,Otber than the Pfom(qIn4r h ' glreAdy leased to Lessee'. shall enter into .a.Tower Lease sub jqct to. all permits and approvals fronj all governmental agencies havirig'JuHsdictioA theieovtr, with a future tower co -location user,; s6bjoct to. right to require any Bach future co-weation usend-reimburse LESSEE' for a pro -rats shareof , the costs of (i) the tower and its iyisWfactork (ij) on-g6rig and repair o � f1he tower, maintaining, upgrading the Premises, including but not.11mite'd to access 0 LIMOR,' receivilig, eighty pexcebt, (9.6%):of the4ower rent received by LESSEE LESSEE shall provide far: LE8,80Vs consent pr any Tovuer Lease Agrtenieni, orsublease .%and affidavits stating the, sublease rent. The Part � 9. intent. in AlloWlng LES. 99)tocollect rent and A po-Itta, reimbursement of costs mcost of L coup. I construction and mairit=anqeofs%O(gnd.aceess thereto) of a, pta-rata.basig with subsequent users. The Parties intend that LESSOtR,,,. and not LESSEE should penefit finiiii6ally, froi,ii any f4fure tote co -location agreement. Any futut6 cArdery co - separate -groJoaseagrecuiratwith the City, 2& NOTICES. Ail notices.ltereunder must he.in` writing grid Shari; be rleerned. ypl i#)y. given .1f rdW''vWtyC.ar.fifIed.mail, return receipt requested -or by commercial courier, provided the courier's regpiar business is delivery s6rvicd and provided further 11-tat-it pardidees delivery * to dig addi-essce by the end of the next bustnes§Aay f6l �IL I . Ig the toii rceep1. h�ooj tlic t sunder, o44msedas fol(lows, (Or, any other address that th& Party to be ftodOccf may Have designated to the b sender � , y lilts po,tiod), L.ESSOR,,, City of-SimM Ana Cleric of the Co licil 2 2 0 Civic Center Plaza P.O, Box LOR Santa Ana, CA 92702 .......... ...... I...---.-'-.-- ------- Pzgs 10 Courtesy City of.Wth Ana -- Office of1he City Aftormy cbpies to 20 . (i Vie, ctimet. plaza (wA P"OW f3ox !.(A& Santa Ana, C414miD MR LESSEE: New Cingu.[Ar Wireless%PICS, LLC, Attu: Network Real Estette:Adrninlstmdon kC Cell Sj(o#OCN40 VixodAsset.#: 10512-7664 12555 Cioggigr. Way, Suite 3 1, 00 Alpharett.aiGA30004.. I .. With a. req4tted copy of stick 4atiee sent to AT&T Legal. Department 61: I i te New'Ungular Wireless PCS,), LLC Attu: AT&T Le�Al D.e04rtfneiW ReCe,11SR6400144 Cell Site'N4MW Jemme Pa* CA) Fixed Asspt,No: 10427.6.64. P.O..Bbx 97061 Redrno,44AVA 08073-0761 New Chigular Wireless PC$,. LLC Attm AT&T Legal Departm6ht Ral WfSfte #00240 1 celf.,Site Narha, JemmeVork (CA) FiNea'AssO Po: 10121664 16331 NE 72Rd Way Redrnond,,WA 99052�7827 Notice shall. he effective qpqnI'mailing or defivqfing the gpniq to g ornryipy al. coq4er,.a$ permittedabove. 21, SUCCESSf RS, This Agreement, shaft extend Lp and biDd the heirs, personal Ms-1 bt ign - tht Ntrks ,her -cto, 28, RELOCATION RIGHT. A, Anytiffievvid tin flitfiflitial term, USSOR SWI HaVe Ile• right W CaUt6 X —4 rexasunable expenses of moving and re-jnstall%ag the tower stricture �tnd companying eq'uipment, bicluding, the cost of City permits and Tees whirh L.ESSOR may legally, pay, (2) be otfof tbeoftnuWiratjqna !G 26G-1 7 . .. ..... - ­ 0 4127664..LEASE, 110419,pdt-Page 1^ service provided by LESSEE on the Property; (4) no I'm _pair, of m any manner alter, the quality afcommuniCaiionsservice provided by LESSEE an.and froin;:the Property, and t5) be done in accordance vritlt subsections B--and C below. Upon relocation o1' LESSEE'S Far'ilities, the access: and utility d,ghts.of way.ufil. be relocated as required. in the salt discxetiot5,af LESSt7R, to operate atid;naalntain .LESSEE':s 1 aciHtios'. B'. L SSdR shall owdise its relocation.right under suitsecttarr A above by; delivering written notice (the'Notice") to LESSEE: in the Notice. LESSOR shall propose an alternate site within or on the Property.to which LESSEE may relocateLESSF-0s Facilities::: LESSEE shall have ,sixty (60), days frtrrn the date it receives the Notice 3o evaluate. LESSOR's pro ptased :ilocatioli site, dtrritig whlelt period l{I� S> EIiall hay e the rfglat to caridtict #csts tt deterlxtlrte tiiu focltnalogtcal .ft asibrlrty of rile proposed'rel6oation site, ffLESS fails'to disapprove of such proposed relocation site 7n writing within the sixty d'ay period, LESSEE shall bedeemed to havedishpproved such proposed relocation site; 1f LESSEE disapprsaves such relocation":site, then. I ESSOIt max thereafter propose ahother relocation site by Notice to x;ESSEE.irt tlremanner setfortitaboves elax zeincatian sitaw,lrich LES�()ll..and LESSZ~Eagree� upon in writing shall: lee refer ei# tlr as tire`"Reloeatatt Site.'' t<i?�SEE shall ,(dove up to twelve. (:1,?) months after execution of a.writtagagreettaent,betiWer urine pat CieS concoaajng- the location and dimensions of the Relocation Site to relocate LI S`SHE's facilities to the l;eloeation Site, Upon relocation. of"LESSEE's Facilriaas to ttre.Relocation:site, all refe'iences,:to the Preto%es herein sltali be doenred to lee tefexeneos to the Relocation Site, LESSOR attd l ESSEE"agree that the Relocation Site (inoiadkl tl e aeeess and wility'tl"ghf of way) may he surveyed by a licensed surveyor:at tlie;sole.cos1.t,�f L? $SEE,,I. and such�sorvey will Cheri replace Exhibit "W'and become a part hereof and will eontcol. or describe the Premises, Exeept n. expressly provided,'LESSOR attd LESSEE he.rebyf .agree that in rto event will the relocation of LESSEE'S l aoAlties, or any pelt thereof, cruder sttbseetlon Abote,. h,F,feat, alter, modify of otherwise change any of the terrsis and citttditioris.of this ftgreeni;ent. C, Should the parties tail to agree on a suitWe Relocation Site;: LESSOR may pay. LI ISE,E the depreciated valud:for LE98EEN Facilities and equipment, based on a ten- year tease petiod. 29 DFE.1JLTi'. In.tbe event here is a default by e..tltez^parCy;uith respect to any oftlle provisions; of this Agreement or: its obligations under it; including, the payment of rent;,,the non=: defaulting party shall gt%e the defaultidg patty #it[en notice Qf such default, After feceipf of such vvrittrn noticc" tlic di'faulang party shall have thirty 00) days in IWIhiCtr to cutr' any raottetaiy default and Porky -five t5) days.irt wiiicl 4q cure any non -monetary default, provided the defaulting patty shall have; such extended pt rlod as may be required beyond, the thirty (30). days if the nature .of the cure is such that it reasonably, requires more than forty-five (45) days. and the defaulting party corrrrrrehces the: curt Within ttne forty-five (45)day period and thereafter, contmuously arid :d l it ently pursues the Cure to complotion.. The non defaultrhgparty ntay not mainCain any acdbhn or l ftectany remedies,.Cof default ttgairist t}ie defaultioWparty, unless attd until the de aultinb party liar Mod to cure the same v,4thin the time periods provided in ili'is. Soctiont if citlier. party+ commences an action againsithe other party -arising out of -or in .connection with this -Agreement, the prevailing, .. �^- ..._..`party* shall"oe`entitled�to"ltava`}arid recaver'fzom'the`lasih{� jiarty i"easonable""attoi'itey"s"fee5 hrid'"""" "`_ �"� coatt'tof A it. I i. 0112766...LEAS _.1I0&19.pcif-E'ag "2 30. ENVIRONMENTAL. Al LbSal E;sbal'l,riot; bring any ITa atx(tsuslvlato ials onto the Pte.mise,stPropetty; except for those contained in its back -up -power batteries and common materials used In telecommunications operations.. '"Hozardous:Materials" shall mean any substance, chemical or waste identified as bazddou* toxic or dangerous m anyappltcable, federal,,stuteorlocallaworregulation,.includingpetroleutnaridasbesto's, Lts9EBwill'treat and dispose. of tiny fJ[a=dous N Av4als brought ok the Preat ises/Property 17 it (n act ordat cE with ail £cderai,:state and locai''laws a??i regulations: B. LESSOR will be responsible for all Obligations of compliance with. any and all environrnental'And industrial hygiene laws;, including:any regulations, guiclel'ines,. siundards, or policies 6f afiy goVerritneutal autborhi.0 regulating or imposrug statrtl'ards. of liability, or standards of conduct w`itlt regatolo any eriYrrontnental of iz;.ttttstrial hygiene conditions ax concerns ag may. pow or at any time heereafter tre in effec. t., that are pr. were in any way related --to activity now, conducted is on or many way re ]ated to the Property] unless such conditiosts, or ooncems. arc caused by the aetivities of LESSEE... C, LMOIt s11All hold, L85S$E:lt1rtiiless�tid lgdei�artifyI ESS_.pl £i.-on),and assutne all`duliesx responsi bility and (lability at LESSOWL We cost And expense,: for all duties;. responsibilities, and"liability (including but not tiraited to payment of penalties, sanctions; %rfeituras,,.losses3 cosis, or damages)" and for responding tts airy action, notice} claim; order;. snibmons, citatlon; directive_ litigation, investigation or.PfUcedinp which is i'n any way related #it failure to cotlipfy Nnitlta0y, environtnent.al pr'InditstrialaYygiert€,taw, including trithput; Clrlattatton:any regulations, buidehnes, st�trdards, or.tsohctes of any governmental'authorities. .. xeg¢lating" or imposing standards of liability or standards of conduct with regard to, any. :environmental or industrial hygiene concerns or conditions as may now:or atany`time hereafter be in effect, unless such cornplidnce results f`rom,twnditions caused by.LESSEE£,and (ii) any etiwirotunental or induct iaf Hygiene ctirrdittons aril ng out ofor in any. way related to tbe. condition of the,Brtipeity or actittities corciitcted tfierexzn, unless strclt envtroninental. conditions are causecl....by LESSEE.: D. In the etseiit L$SSliE becomes aware of any haeirdous materiais oa the Property; of any ohvirortrncittal„health ott safety condition or mattot rela#'ung to the Property? tbtit )tt LESSEE"s sole determinaTit>n, renders: the, condition of the Promises Or Propertyunsuitable for LES"SEE's use, at; if LESS> E Believes -drat the leasittgor egntirtued leasing"qf the Premises would expose LESSEE to undue rides of liability to agovernmentagency or third party, LESSEE .will have the rigiit, in addition to any other rights it may have atlaw or in equity, to ternunate this Agreemcaupon written notice to LESSOR 31. C&%LA[;jYt to the even.,t;of damage by fire ar other eastaalty, to fire 1*t rnises, that cannot reasonably be expected to be repaired within sixty(00) days following same on if the. Propert�,;is damaged by lieu by father casualty"so that such damage may reasonably be expec ed.ta disrupt I ESSEE.'s. t pest ions. tt the Preriiises frr more than suety (64) day, tiieit Lf aS1 E may.at. ,tiny timp faliowing such lire of gthex cos#(airy, "prtav ded LESSOR has riot commenced the restore#ton'%eq'uiiecito pefitti"t .M.E fo resunleils operAtitii at the P'reimses, term aq.te tig Agreement upwi twenty t2U:) Uays written notice to LESS'O12s Any such notice.of'ternrination shall cause this Agreement to t-xpire with the saute foroc• and cMct As hough the, data Set forth: vt sttcli notice. were Ov.. date ttrigimally set as the eatpiratico dute of thls Agreement taxi the orties: I? _... , 25G-119 -Page 13 shall makid. 4rioppropriaR adjustment, a$ -of so6i tconlowon d'amwiaxmpem 10 payfiien-!$ due tothe otli..otunder ililg,.A, roorn4ot.Af LESSEE decides tot iAkgroelneftt_, R - e4t. � g . q p. this shall boab4ted proporti ii41 ly— to 91greductio of 32. CONDEMNATION. SEE m4yienniatttf-this ASFedm(intupon fifte,eniri any l(.15).days written nqu(� et,oi,tS80R,, LESSEE may im losses; related to theatennag, equipanew, ftstrelooglop costs and its damages And losses; and any uftt amountre0overoble. by. LESSEE titidercrspdelnnationlaw It 91$. f its: �butnqtfort elo 0 .. leasehold interest), Any suclinotice qftermination shall cause this Agreement toexp,irc with the same force and effect as though the .date set forth in such noticewero the date ofigmally'. set-a's the expiradon date of this Agreement atid'the parties chat) inake.ai3, apprap#iatG adjustment as:of Stich terrnliatton date=with espMect.to paytnents due to the ether under this Agreement, 31'w SUBMISSION OFLEASE: The submission of this Agreement for examination doesnot constitute an offer to lease the Premises ind this Agreement becomes cfftdtivc. only upon th6, Rill e X'e; izu d on of taus A g f c 6 Me tit, by the Patties If an provlsioil heroin N i nv a 114, it shall be c o n s We rc d d e I QW. fwn tb iS. Agft won tX. n d shall no t: i AV a R date th e. terna i bi11 proyis,ibng of this. Agreement" 14. APPLICABLE. LAWS. LESSEE shall use the Premises tot the, use desaribW heroin in a4zbidanco with applitablelaws, rules andre#.uladbas. UESgOlkagrees jo..kccpthe Propefty,itt. eon*forman.ce with All applicable, plicAl lawaj.UIOA d:regulati tit and'agreostwrc4$on4bly 33 5. SURVIVAL., The provisions of& Agreement relating 16 indemnifie-ation Rom i one party to:the, other Party, shall survive any terminatibnot expiration of this ARreel noot. Add,' onafty, any provisions �exvt,,Alch reclgire performau, , s �� q pt Id oh's of thigAgrcon w 0 P. ut to the terhlwatioo',. prexpirationoftiers: A survive such or expiration, haI ion, 36, CA TIONS.. The Dao4ons contained in this Agreement are inserted for con,Vwilence. obly'and are, not.iritch&.j to be part, of the Agreomcat. They sholi not a P, affect or ta, 37,. PROPERTY SPECIFIC ACCESS RQES�LA�TIQN& LESSEE agrees to abide by all rules and regulations oftbe Property and . Premises i . inpoged by LESS. aR ,it, wt ford in gkhlbit I), attached hereto, as the 94ffie may be e6fige.d, from time, to time jmQ - upon rc'4'01'1ablL' and 0(hory4s's Iry accordattoL with 4ppl' lo� ht : rule d. �gu 'j, 0 Icab wi rules re lati ns, T.hcsorules and 'regulations are spetifip to the Facilities site and are imposed to insure the proper maintenance,, good order and reasonable use of the Premises and Property and as niay be necessary for the enjoy niont 6f the Prehi6e§.aiid Property by boili partlos hce.ob. .38, POWERING DOWN D-URING MAINTYNANCEIREPAIR, LESSEE 'agrees ... ......... users of the Facility, while following the procedui es and g4ldelinea set forth by the O_"�wptia'W Safety andficaith AC111111INtration (OSHA;: the PCC iniplenwriting thoNAtiona[ Polity Act qj'1969, When poorinplA$ Q-M-an)ssion 48 do mod u Re ro r Q'€. 2766A, LEA$E...140419.pdf - Page 14 maintenance standards pimmulpted by. 4 governmentAl authority having. prlsdiqtioni over LESSEE) i &P P"'tbeQlT ted -w' E will be turned to radiall(ltqrs.qtLES$E pi until the uasaflh ponditionno longer exists. 'fhc, earliest, practicable notice will begiven to LESSEE using the Information in ExhibitEf.as app licable, plicable, A TgkMINATi A. CPwVe0edTPm-inafionA If, during the lease, term, there is a determination made pursuant to an iniappealable order of a countyj st4le,,or national governmental health agen6y having, propdrJurisclictiou over LESSEE's operations that LESWE's tisd.df the Premises poses ahbirion health hazard whicheatirid.t`be*i.v.nieditY4iU)A:that LESSEE trust cease Al 1 optoatiotig on the. P. remisos'tben 'LESSEE shall immediately eeaso. all. operations an the Premises and this ylgreeinent shall terminate as of thedate of syeli order; In the evetit,thafe4pral Cbmmunieationst COmmissipp, or any successor -agency, makes a determination .which 'is. final and non -appealable orwhich4s affirmed" and becomes: final after the exhau§tionotall available 4ppehlge6niiiiding thatALESSBE`s: ute.as set forth it this Agreement presents Winatedali,isk too the pft.hltc b.6alch or s.4fi:ty, 'll'i'dow LESSEE. Mttst cease 41).6paudws on the prowist% LESSOR they termlow this AP urtee)a� 4 d to. reenneAl upon to �ayspotic 11 Termination by LiFSSFE V LESSEE ' may tdriffinatt this Apptern eiit by h6tice to LESSOR if (a} 8Sdoes not obtain 44permitsoonsents, easeraents;,non- disturbance agreements of otber4ppfovals pooyal') reasonably 'desired by L,EgnIl orTe ired from any governraelit h IMTOparty related to or reasonably . I qq �aliuit. authority necessary to operate install, niai.11WiT, replace, or remove ove LESSEE's Facilities, or if any suchl , approval f§.c=6eled,expireA.(jris withdrawn or Ccrminate-d*ithout any fiuitoit8SSE1;E'.ojr (H)LESSOR fails tQ have properurvriersliip of t}t+lreinisds of fhe atttbotity to enter' into this: A y lx$s.�Ez� Sogtip'029'ot b upon vxiftn Aotig to LE$solz for ony ma�o'n or 110 reason, at fittiepriorto corrioelvemept of q9tistm0op by LE SM or (V) by LESSEE u nor upon written notiecto: LESSOR for any, reason or no reason, so'long es LESSEE pap LESSOR termination le, equal to three (3 fee will be p4yableou aeooutA ofthd teumiria4cii nr tkiia.Agreetnetttby l E S$Ii under a y one Prmore Af Sections 8, (B)(fii) pr39(B)(jv), Upon termination; all prepaid. rent shall, beretained .by LFS,SQP�unless termination is pursuant to (ii) through (1v): above as the result of LESSOR's: default., V Q, Termination by LMOk. LESSOR tray terminate this Agreement if LESSEE fails to perform any of its obligations pursuant To Sh s Ag#eeinent Clncltiditig all attached x)aegi 'mg tEhll�ts/Apchm�rtswrit nnwice LoLMSEEkn4reasonall Ilinese forthi.A.Soction29, 40. MISCELLANEOUS, PROV18iQN . . ... ........ . P.AllatilsSigna(UMN.'r n.,b J'W., has the power authority and right to bind their respective parties to ea0h of the,. terms of this A-,keement,vind:each party shall indemnify the other fully, including: reatornblecosts and attorncy's:fees;.for arty injtixieS i5r daniaes rnt art Bid in the evs nt that Bitch authority r r p lv<°eels not, in fact, held by the signatory of is witbchom-q_, -25G-21 0327664_!-EASE__i 10419.pdf -Page 15 B3 All Exhibits referenced hercul and attached hereto shall be incorporated as if fu13y set, forth in the body of this Agreerknt. C. LESSOR shall not have unsupervised access to LESSEE's equipment and LESSEE's Facilities, except in eases of exigent circumstances or emergency situations;. (Signature Page Follows) _r 25G-22 0127664,.,!-EASE_1'Q419,pdf - Page 116 IN WITNESS WHEREOFtbopartics herewh4ve executed this Agreeneiit to be effective as Qf the last date written below. ATTEST-i M&ARIAV-H—U-6Z—';AR� Mork of the Coknail APPROVE-0 AS TOFOW,'� JQ$tPRV, RETCMER City Attorney LAURA $14fieDY Assistant; City 4WOtney Mssolz- CITY OF, SANTA ANA OAVIO, N� REAM Date; IL 41 it LESSEE: NEW CINGULAR WIRELESS PCSX LLe, 13y. ATaT.M.pb ity Cotyon, tim ml ------ - 25Gm23 012766z•....LE-A8E__1 i 0419.pdf - Page '17 EXHIBIT A EGAL DMCRIt TlaN OF THE. PROPERTY AM 109-00-30 All that certain real property tooated in the County of Orange, State ofCalifoni a, bring more particularly described as follows; Lots 31 and 32 of Re -plat of Santa And Acres, in the City of Santa Ana, Gcrunty'cjffl[�tnge, State of Gal£arnia, as skiowti oaia n7ap thereof _ recorded in Book 5, at Page & of Miscellanneous Maps, records of said Orange County. That certain portion of public street in the State of ialfomia; County of Orange, City of Santa Ana, shbvni as Center Street 30 feet wide on.a map of Santa.Ana Acres recorded in Book 5, Page 8 of Miscellaneous Maps of said Orange County, said portion bounded Southerly by the North line of McFadden Avcnue; shown on said map as Fairview East Avenue, and bounded Northerly by the Westerly extension of the Northerly .line of said Lot32:, Except therefrom the Easterly 30 feet of Lot 31 conveyed to the Orange County Plood. Control District by deed recorded June 10, 1974 in Book 11167 Page 340 of Official Records, .Assessor's Parcel Number 109-050»3. 0 LESSOR. INITIALS: LESSEE INITIALS, 17 ._._..._ 25C-24. 0127664._"EASE_110419.pd - P',igp 18 E�tFl1BET'6: LEEAL,.4ESCRI PTION t2F TM PRF M 1$ES 3e $1TEPLr, NSIDF$CRlPRVERE1OFRI11GS. Hgwever, it is expressly agreed and. understood by and between the LESSOR and LESSEE that the exact and precise location of the LESSEE'sRacilities are subject to review and. approval: by the platitling acid/or<zoning, .Boards having ibrisdictlon over the "Premises". fherefctre, it is;expe'essly.agreed aitd undeistood Uy and betweetr;LESS0I aril L ESSEE that the precise location of the:1';etnises as shown on. Exhibit `�W.ma bo modified by the. LESSEE in ordet to comply with and obtain necessary plantring and/or zoning approvalsR and any and all: other approvals.neeessary for LESSEE9s: intended ute::ofthe property. 'The Prerxiises aa'described herein may therefaie be modified by the LESSEE to Tefleet the final etigtneeiiiig design, An esrien4ed Exhibit "W (if necessary) will be provided by the LEE. Slr and attached to the lease in place of the existing Exhibit "B";. a copy of which.will be provided to the' LESSOR for revim'priar to he t?g ineorpprated into the Agreement.- 11(lip wIT1• 3 +�r'a 1 f. x q. rr , J v •� .fit ^rti� ` r.» iw " ,^_'s,.-.- an 3.nJ �1y � 1;3'*.ir � \410.•i;' 7 p ^� 1 y0 N14 Hi11+" 6vY � �.y'}. 1 t � h!•�.'N14ryP L'K 'W V". {ib 1� mL �...-. i i r * klrttk�S 1 ! 1 4 va USSEE INI7I AI-S: _ u> LESsop INITIALS ` Yw E 25G'-25 0127664,.!-EASE 11 0419,pdf - Page 19 EXRIBfT C' JINT.-rWrIoNALLY, OMITTVI)i 10 .. .... 2 5G -2-6 - 0427664LEASE 1 " 0419,pdf - Page 20 EXHIBIT I) PROPERTY SPECIFIC ACCESS RULESIREGULATIOtVS I. LESSOR shall have the unilateral right and privilege to undertake all nomiftl items and operations associated with the current Woof the Property, including, but not limited to public events and City business, which may include. high powered electric lights and food services, arrange for the televising of any public event to be held at the Property, and ability to contract with other interested parties. 2, City busines may also include minor landscaping, maintenance and minor i W Aping, Minot construction. proyjmately located near the Premises, so long as the City business does not interfere -with brimpair the operation of LESSEE's Facilities. LESSEEs access to the, Premises shall be limited when the Promises is being used for a public event, and the four (4) hours b,efore and after any such event. LESSEE will obey any procedures set by LESSOR rcgarding notification before visiting the Premises, checking in on -site, parking, gates, etc. 20 25G-27 -Page 21. . WV4,09 CONTACT MQRMATION� LESSOR'S TECHNICAL CONT'ACTS Ad,dfeq$20,civlu c0lt6f. Mtn (M-23), Santg,ArM CA 427,02: DA4 mp Moo 0 No.- Rom, (714) $714no -Facsimile No,t (.714) 571.4204 244160 C6xitaef Nov ,Dispatch. spatcu d6oteit MA LESSEE'S TECHNICAL COXTACTS Nlvlodgl Now C[ngujvxWircfcss PCS, LLC ,Addtus.: Attif Network Kcal Esiatq Admililistr4t.16n, Doythne Phone No.; Re,, C4 Sho #000W, Flxqd:Assot K012M4 Vic irpile No.", Ccli Site N4ij6., Jerome 7prk (PA) 244iour Coot mjFlo.. 946+02-6562 11 25G_28 25G-29 01276C;4__L.cA a __Ai,iDl,,,,121010.p11 - Page t A-2012-199 Celt Site No./Name; FA 10127664 / 00O240-02 Market: Los Angeles qm FIRST AMENDMENT TO LAND LEASE AGREEMENT ty,42S (�J� THIS FIRST AMENDMENT TO LAND LEASE AGREEMENT ("First Amendment"), dated as x4�! 1 0 f the latter of the signature dates below (the Effective Date"), is by and between the City of Santa Ana, zz charter city and municipal corporation organized and existing under the Constitution and laws of the "Mate of California, having a mailing address of 20 Civic Center Plaza (M-30), P.O. Box 1988, Santa Ana, California 92702 (hereinafter referred to as "Lessor") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 12555 Cingular Way, Suite 1300, Alpharetta, Georgia 30004 (hereinafter referred to as "Lessee"). WHEREAS, Lessor and Lessee entered into a Land Lease Agreement dated April 19, 2011, whereby Lessor leased to Lessee certain Premises, therein described, that are a portion of the Property located at 2115 West Mcfadden, Santa Ana, Orange County, California (the "Agreement"); and WHEREAS, Lessor and Lessee desire to amend the Agreement to provide that Lessee is not obligated to share tower rent received from Verizon Wireless as a third -party tower co -location user; and WHEREAS, Lessor and Lessee, in their mutual interest, wish to amend the Agreement as set forth below accordingly. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree as follows: 1. Co -Location Revenue Share. Notwithstanding anything in Section 25(B) of the Agreement to the contrary, Lessor hereby acknowledges that Lessee is not obligated to share eighty percent (80%) of the tower rent received from Verizon Wireless, ag'a third -party tower co -location user. 2. Other Terms and Conditions. Remain. In the event of any inconsistencies between the Agreement and this First Amendment, the terms of this First Amendment shall control. Except as expressly set forth in this First Amendment, the Agreement otherwise is unmodified and remains in full force and effect. Each reference in, the Agreement to itself shall be deemed also to refer to this First Amendment. 3. Capitalized Terms. All capitalized terms used but not defined herein shall have the same meanings as defined in the Agreement. REMAINDER OF PAGE INTENTIONALLY BLANK SIGNATURES APPEAR ON NEXT PAGE 25G-30 01276°'�4._LEWF.,..F;'401...121010,pdf -Page 2 IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to execute and seal this First Amendment on the dates set forth below. LESSOR: ATTEST: City of Santa Ana �ytise 0 6) By: � MARIA D. HUIZAR Name: Paul M. Walters Clerk of the Council Title: Interi�p CityManager Date: P10 • ! � —v APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney ��f R LAUAASHEEDY Assistant City Attorney LESSEE: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager f, �0 Y.7 i �/ J rAjy^ Witness• , Cam£ By; ✓ Name: K/ Name: Neil C. Boyer I Title: Director —Network Witness: Date: Name: / 25G-31 0127',i�-4_i_( SE_ XV701_121010.pd -Page 3 LESSOR ACKNOWLEDGEMENT STATE OF ) ss: COUNTY OF ) BE IT REMEMBERED, that on this day of , 20. before me, the subscriber, a person authorized to take oaths in the State of personally appeared who, being duly sworn on oath, deposed and made proof to my satisfaction that s/he is the person(s) named in the within instrument; and I, having first made known to him/her the contents thereof, s/he did acknowledge that s/he signed, sealed and delivered the same as his/her voluntary act and deed for the purposes therein contained. Notary Public: My Commission Expires; LESSEE ACKNOWLEDGEMENT STATE OF GEORGIA ) COUNTY OF On the day of 2012 before me personally appeared Neil C. Boyer, and acknowledged under oath that he is the Director - Network of AT&T Mobility Corporation, Manager of New Cingular Wireless PCS, LLC, the Lessee named in the atta hed instrument, and as such was authorized to execute this instrument on behalf of the company. ``11\1HIfl/fI/� - �.q�E . 6111aH ��i aN tar Pu is _ OTM My Commissi n 'xpires: �"� == [NOTARIAL SEAL] s�.• w '011Boo 25G-32 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE: APPROVE AN EASEMENT AND RIGHT- OF-WAY TO SOUTHERN CALIFORNIA EDISON FOR MAINTENANCE OF EQUIPMENT LOCATED AT FISHER PARK /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to approve an easement and right of way to Southern California Edison for maintenance of equipment at Fisher Park, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Southern California Edison (SCE) is improving service reliability to Santa Ana residents with work tc be performed on the power lines along the northerly property line of Fisher Park (Exhibit 1). To enable SCE to perform the work, they are requesting an easement to be able to access the existing power lines. This easement would be permanent and add to existing easement rights under SCE for this park site. There is no cost to the City, nor SCE for this easement. STRATEGIC PLAN ALIGNMENT 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 There is no fiscal impact associated with this action. Exhibit: 1. Easement and Right -of -Way Agreement 25H-1 RECORDING REQUESTED BY SOUTHERN CALIFORNIA EDISON An 1 ]))SO.V IN'I /,R:VWI I'IONA), Con WHEN RECORDED MAIL TO SOUTHERN CALHORNIA EDISON COMPANY 2 INNOVATION WAY, 2nd FLOOR POMONA, CA 91768 Attn: Title and Real Estate Services SCE Doc. No. GRANT OF EASEMENT DOCUMENTARY TRANSFER TAX $ NONE MAP SIZE Central O.C. TD1558542 VALUE AND CONSIDERATION LESS THAN $100.00) SCE Company HIM 47-149 - BY DATE SIG. OF DECIARANTOR AGENT DETERMINING TAX RRM NAME ARN 002-020-37 GEOMATICS, LAND SLS/CG 05/01/20 & INFORMATION MANAGEMENT CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter referred to as "Grantor"), hereby grants to SOUTHERN CALIFORNIA EDISON COMPANY, a corporation, its successors and assigns (hereinafter referred to as "Grantee"), an easement and right of way to construct, use, maintain, operate, alter, add to, repair, replace, reconstruct, inspect and remove at any time and from time to time overhead electrical supply systems and communication systems (hereinafter referred to as "systems"), consisting of poles, guy wires and anchors, crossarms, wires and other appurtenant fixtures and/or equipment necessary or useful, for distributing electrical energy and for transmitting intelligence, data and/or communications (eg. through fiber optic cable), in, on, over, along and across that certain real property in the County of Orange, State of California, described as follows: TWO STRIPS OF LAND LYING WITHIN LOT 26 OF THE POTTS, BORDEN AND SIDWELL TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 4, PAGE 624 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. THE NORTHERLY LINES OF SAID STRIPS ARE DESCRIBED AS FOLLOWS: STRIP #1 (8.00 FEET WIDE) BEGINNING AT THE SOUTHWESTERLY CORNER OF LOT 55 OF TRACT NO. 1471, AS PER MAP RECORDED IN BOOK 44, PAGES 2 AND 3 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, SAID SOUTHWESTERLY CORNER BEING IN THE SOUTHERLY BOUNDARY OF SAID TRACT NO. 1471; THENCE SOUTH 82053'00" EAST, ALONG SAID SOUTHERLY BOUNDARY, 71.00 FEET TO A POINT OF ENDING. THE SOUTHERLY SIDELINE OF SAID STRIP IS TO BE SHORTENED TO TERMINATE WESTERLY IN THE EASTERLY LINE OF FLOWER STREET, 80.00 FEET WIDE, AS SHOWN ON SAID TRACT NO. 1471. STRIP #2 (4.00 FEET WIDE) BEGINNING AT THE SOUTHWESTERLY CORNER OF LOT 43 OF SAID TRACT NO. 1471, SAID SOUTHWESTERLY CORNER BEING IN THE SOUTHERLY BOUNDARY OF SAID TRACT NO. 1471; THENCE NORTH 86056' 12" EAST. ALONG SAID SOUTHERLY BOUNDARY. 395.00 FEET TO A POINT OF ENDING. It is understood and agreed that the above description is approximate only, it being the intention of the Grantor(s) to grant an easement for said systems as constructed. The centerline of the easement shall be coincidental with the centerline of said systems as constructed in, on, over, under, across, and along the Grantor(s) property. This legal description was prepared pursuant to Sec. 8730(c) of the Business & Professions Code. 25H-2 Grantor further grants, bargains, sells and conveys unto the Grantee the right of assignment, in whole or in part, to others, without limitation, and the right to apportion or divide in whatever manner Grantee deems desirable, any one or more, or all, of the easements and rights, including but not limited to all rights of access and ingress and egress granted to the Grantee by this Grant of Easement. Grantor hereby also grants to Grantee, its successors and assigns, and its and their contractors, agents and employees, the right of free access to said systems and every part thereof, at all times, for the purpose of exercising the rights herein granted, and the right to clear and to keep clear the above described real property, free from explosives, buildings, equipment, brush, combustible material and any and all other obstructions of any kind, and the right to trim or remove any tree or shrub which, in the opinion of Grantee, may endanger said systems, or any part thereof, or interfere with the exercise of the rights herein granted. It is understood and agreed by Grantor and Grantee (collectively, the "Parties") and their successors and assigns that the rights granted herein are subject to and limited by the following: Reservation: The easement and right-of-way granted herein are subject to the rights of Grantor, its successors, and assigns to use the surface of the land within the boundaries of the Easement Area in any and all ways not inconsistent with the non- exclusive rights granted hereby; provided, however, that no improvements shall be constructed, placed, or permitted within, upon, under, or above the Easement Area until such construction and/or maintenance plans have first been approved in writing by Grantee and any applicable permits have been obtained from Grantee after payment of normal processing fees. Grantor agrees that it shall not grant any surface, subsurface, or aerial rights in the Easement Area as will unreasonably interfere with or prohibit the use by Grantee of the rights and Easement granted herein. Maintenance/Repairs: All improvements owned, constructed, placed, or permitted within, upon, under, or above the Easement Area by Grantor shall be operated and maintained at no cost to Grantee, and Grantor shall maintain such improvements in a good state of repair. Grantee shall promptly, at its sole cost, repair any damage exceeding normal wear and tear caused by Grantee to the Easement Area. Such repair shall be to approximately the same condition as existed immediately prior to the occurrence of such damage. Grantor shall otherwise maintain the Easement Area. Hold Harmless: Grantee shall indemnify and hold Grantor, its officers, directors, employees, and representatives harmless from and against any and all actions, claims, demands, judgments, attorneys' fees, costs, damages to persons or property, penalties, obligations, expenses or liabilities of any kind that may be asserted or claimed by any person or entity arising out of or in connection with this Easement, the operations carried on by Grantee on the Easement Area, or the occupation or use of the Easement Area by Grantee (collectively, "Claims"), excluding Claims caused by the negligence or willful misconduct of Grantor. Hazardous or Toxic Materials: Nothing in this Easement is intended, nor shall anything in this Easement Deed be construed, to transfer to Grantee or its successors or assigns, or to relieve Grantor or its successors or assigns or predecessors in title of, any responsibility or liability that Grantor or its successors or assigns or predecessors in title now has, has had, or comes to have with respect to human health or the environment, including without limitation responsibility or liability relating to hazardous or toxic substances or materials. Notices: Any notice, payment or instrument required or permitted to be given or delivered by this Easement may be given or delivered by personal delivery or by depositing the same in any United States mail depository, first class postage prepaid, and addressed as follows: 2 DSE801885542 2 5 H -3 TD 1558542 If to Grantor: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council If to Grantee: Southern California Edison Company 2 Innovation Way, 2nd Floor Pomona, CA 91768 Arm Title and Real Estate Services or such other person or address as either party may direct in writing to the other, provided, however, that such new or different person or address shall not become effective until acknowledged in writing by the party to whom directed. Except where service is by personal delivery or by registered or certified mail, return receipt requested, service of any instrument or writing shall be deemed completed forty-eight (48) hours after deposit in a United States mail depository. Warranty of Authority: Each officer of Grantor and Grantee affixing his or her signature to this Easement warrants and represents by such signature that he or she has the full legal authority to bind his or her respective party to all of the terms, conditions, and provisions therein, that his or her respective party has the full legal right, power, capacity, and authority to enter into this Easement and perform all of its provisions and obligations, and that no other approvals or consents are necessary in connection therewith. Headings: The titles and headings of Sections and Paragraphs of this Easement, as herein set forth, have been inserted for the sake of convenience only, and are not to be taken, deemed or construed to be any part of the terms, covenants or conditions of this Easement, or to control, limit or modify any of the terms, covenants or conditions hereof. Integration, Construction and Amendment: This Easement contains the entire understanding of the parties herein and supersedes any and all other written or oral understandings as to those matters contained therein, and no prior oral or written understanding shall be of any force or effect with respect to those matters covered thereby. This Easement shall be construed and interpreted with, and shall be governed and enforced in all respects according to, the laws of the State of California and as if drafted by both Grantor and Grantee. No amendment, change, or modification of this document shall be valid unless in writing, stating that it amends, changes or modifies this Easement, signed by all of the parties hereto. Successors: This easement and the provisions contained herein shall be binding upon and inure to the benefit of Grantor, Grantee, and their respective heirs, executors, administrators, personal representatives, successors, and assigns. Partial Invalidity: If any term, covenant, condition, or provision of this Easement is held by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way affect, impair, or invalidate any other terms, covenant, condition, or provision contained in this Easement. Further Assurances: Each of the parties hereto shall execute and deliver any and all additional papers, documents, and other assurances and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent of the parties hereto. DSE801885542 2 5 H -4 TD 1558542 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R.CARVALHO City Attorney Jose Montoya Deputy City Attorney RECOMMENDED FOR APPROVAL: Lisa Rudloff Executive Director of Parks, Recreation and Community Services Agency GRANTOR: CITY OF SANTA ANA Kristine Ridge City Manager 4 DSE801885542 2 5 H —5 TD 1558542 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, a 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) 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, , a 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) 5 DSE801885542 2 5 H -6 TD 1558542 GRANTEE SOUTHERN CALIFORNIA EDISON COMP , a corporatio Signature Print Name A& , So✓' Title 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 Countyof 010-'V)ge, ) On 11I(1b IN before me, ��V t VN��G111U a Notary Public, personally appeared J T" P !dam' / ,who proved to me on the basis of satisfactory evidence to b 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. VICTORIA R. WALTERS j� Notary Public • California Signature �P yi' (Seal) _ Orange County Z z `fr ' Commission # 2166691 -' My Comm. Expires Oct 16. 2020 DSE801885542 2 5 H -7 TD1558542 »E UPPER RIGHT _ EXHIBIT 7 _ � p FLOWER STREET \ � � ---------� « « ^ t )) c \ \ Cl) / ©, , � 2 c gya � � 2 \§ \ \~\ @ d , | \� � \ Co ; ra 2 § / \ �} r 4 r % \ w � \\ 0 2 e p \ cn ^ l 2 } /� \ \ 00 , \ c / \ \ 2 \ r y ^ \ \ . © \ \,n 2 \ \ \ ,, // ® 2 p e / e,, - \ 7 f\/ \ /)/ ® H. SEE 37R±c \ REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE AUTHORIZE QUITCLAIM OF SANITARY SEWER AND STORM DRAIN EASEMENT AT 2114 EAST FIRST STREET TO BROOMELL COMMERCIAL PROPERTIES CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute a quitclaim deed relinquishing the City's interest in a sanitary sewer and storm drain easement at 2114 East First Street to Broomell Commercial Properties, L.P., subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana has received plans for the construction of a mixed -use development with 552 affordable residential units and approximately 10,000 square feet of commercial space on a combined approximately 6.89-acre site located at 2114 East First Street. The City currently has a sanitary sewer and storm drain easement of approximately 96 feet wide by 14 feet long (Exhibit 1) on the western portion of the 2.915 acre -property (Exhibit 2). To accommodate the development, the property owner, Broomell Commercial Properties, L.P. wishes to remove the easement in order for the property title to be clear and allow new development to commence. The applicant is requesting the City quitclaim the easement (Exhibit 3), which effectively relinquishes the City's rights over the private property to allow for the project to proceed. Generally, easements provide access or right -of -entry for specified purposes. In this case, an easement was granted to the City on April 16, 1965 to allow the City to access the private property for sanitary sewer and storm drain maintenance purposes (Exhibit 4). The abandoned facilities will be reconstructed to the west of their current location to accommodate the proposed building structure and a new easement will be granted to provide access to the relocated facilities. 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). 30A-1 Quitclaim of Sanitary Sewer and Storm Drain Easement, 2114 East First Street May 19, 2020 Page 2 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. NS/CB Exhibits: 1. Legal Description and Map 2. Record of Survey 3. Quitclaim Deed 4. Deed 30A-2 *7:u:llril EXHIBIT »A» SHEET 1 OF 1 LEGAL DESCRIPTION ABANDONMENT OF SANITARY SEWER & STORM DRAIN EASEMENT BEING PARCEL 1, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED IN A DEED TO THE CITY OF SANTA ANA, RECORDED JULY 22, 1965 IN BOOK 7603, PAGE 380 OF OFFICIAL RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THE NORTHERLY 14.00 FEET OF THE WESTERLY 96.04 FEET OF THAT CERTAIN 2.915 ACRE PARCEL OF LAND AS SHOWN ON MAP FILED IN BOOK 74 PAGE 3 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. CONTAINING 1,343 SQUARE FEET, MORE OR LESS. MORE PARTICULARLY SHOWN ON "EXHIBIT B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO ALL COVENANTS, RIGHTS, RESERVATIONS, RIGHTS -OF -WAY AND EASEMENTS OF RECORD, IF ANY. PREPARED BY OR UNDER THE DIRECTION OF: L1 /31 /2020 EDWARD L. REYNOLDS L.S. 7725 DATE SCALE: 1" = 40' EXHIBIT "B" SKETCH TO ACCOMPANY LEGAL DESCRIPTION ABANDONMENT OF SANITARY SEWER & STORM DRAIN EASEMENT FIRST STREET N N L N89`41'28"W 96.04' I -- SHEET 1 OF 1 0 0 N. LINE 2.915 PARCEL PER F �1,343 SQ. FT PARCEL NO. 1 PER BOOK 7603/380 O.R. W. LINE 2.915 ACRE PARCEL PER RSB 74/3 RE 74/3 • - W, `* EXHIBIT 2 r k r4 R ORD OF RV Yi,E 60 2 JUL 13 1964 Q0ItT4ON.OF.•,LOT !Dw, STAFFORD IANO.,TU6lINJRAC•T,: PER HAP RECORDED:AN -BOOK .,2, PAGES 616 AND 619 OF A, - /: oa„ ,., �__1 44„ IN THE CITY OF SANTA ANA. a :F•::x pr s,c+e•� o�_nn a a . Nl'SGEdiLANEOUS,.REt.OF3D5_ OF:tLOS.�itii;Ei.ES IGi7l.l�l]'Y, c„--v:'+ - fJ�v SL'AYEYO: COUNTY OF ORANGE.•CALIFORNIA. „ M Est a- ------------- SCALE; I" = IOU' wINSTON .I.. KEERL MARCH 1964 vue. �s•n•�o. ta.r. a L.S. 2383 This map car rectly.represents a>surrey made.Ly Jae or -Linder my .directian_in,conformance•with the:re- qui,tements of the Land Surveyor's .Act atthe request of Frank.$. Bueche. Winston-l. Keerl;.L. S. 2383 P. -A -n rEP _tr This cap has. been.emained for conformance with the•requireaeats of th Land -Surveyor's Act thi:. /37jFJ+ay of 1964- �fiL�e TREET _566. 3/' Z V M - /�c>92-83' �1in J��. OfLO� YG$/i rh fond n� T�vc'>< J v : k r4 R ORD OF RV Yi,E 60 2 JUL 13 1964 Q0ItT4ON.OF.•,LOT !Dw, STAFFORD IANO.,TU6lINJRAC•T,: PER HAP RECORDED:AN -BOOK .,2, PAGES 616 AND 619 OF A, - /: oa„ ,., �__1 44„ IN THE CITY OF SANTA ANA. a :F•::x pr s,c+e•� o�_nn a a . Nl'SGEdiLANEOUS,.REt.OF3D5_ OF:tLOS.�itii;Ei.ES IGi7l.l�l]'Y, c„--v:'+ - fJ�v SL'AYEYO: COUNTY OF ORANGE.•CALIFORNIA. „ M Est a- ------------- SCALE; I" = IOU' wINSTON .I.. KEERL MARCH 1964 vue. �s•n•�o. ta.r. a L.S. 2383 This map car rectly.represents a>surrey made.Ly Jae or -Linder my .directian_in,conformance•with the:re- qui,tements of the Land Surveyor's .Act atthe request of Frank.$. Bueche. Winston-l. Keerl;.L. S. 2383 P. -A -n rEP _tr This cap has. been.emained for conformance with the•requireaeats of th Land -Surveyor's Act thi:. /37jFJ+ay of 1964- �fiL�e TREET _566. 3/' Z V M - /�c>92-83' �1in J��. OfLO� YG$/i rh fond n� T�vc'>< J v : e@ �r C K v� Nc Alt S --_/2c-57 ' GS-P6B: 4 RA or ° N m o o ^ o ��Pcr CS. T.B. //?l55 }h,r �r� Ii 39 68% 67B.60ii/cns. 1 �j� 5Gr -_` 676.soiQcc. ' _ �J G95.05,6/cos�G99.0oip�c� Gc!B.SO iY1Co5. iG43.50IL er Srls�isrtwnd �/Sriq Troc 264.26"Mcos. •--._- M9.9128'099 'e 1754.6'IV/ 415• (1754.94 Pe 7, 24J Lz` zca3v'TP 2° } ti4,411V S TREE T .A f7'/ ' Fv: Oi ✓..4y Mon- 'a �� G� t eye rc� LEGE.VO 0� �I O d-B9'9929�.aP500'L'39-/2'T--24.BSCP.l.•iYcd. i3!o�7o.co'c�rvcJ 5- O � Q. W © d = /'4/S2"' �P�3B.Oo L = /./3' T= 0.56' Q•�' V l� T= 2.67' N 0 T E ALL PIPES TAGGED L.S. 2681 AND DISTANCES AND la'ONU- HENTS NOTED AS L.S. 2681 WERE SET UR FOUND BY THE UNDERSIGNED IN OGT68ER 1959 AND ALL DATA SH60 ON JAIN STREET. -�f{ 8aY 2EHCAOO, L.S. 2681 W6637.. Z BASIS OF BE ARI!IGS CENTERLINE OF FIRST -STREET NORTH 650 31' IV EAST, PER R.S. 66/14. 00NUJENT NOTES c I?iD I CATES 1" I.?. tagged L.S. 2383 SET.UHLESS OTHERVISE.YUTED. I:101CATES BONUYENTS-FOUN3-AS NOTE6. 0 I I�1 i :4 d� KL. � I 1 r' When recorded, please mail this Instr anent to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by The City of Santa Ana per Government Code Section 6103. 27383 USE 1W7:II:11991 SPACE ABOVE THIS LINE FOR RECORDER'S Barrel Approval AS TO Apparvetl By Description Descrption A. P. Number RMMap Number Pra]ect Taxes Form BY Atty Director WMten BV Checked-o . Number E.LR A.C. 402-191-01,02,04 SE 164 QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF SANTA ANA, a Charter City and Municipal Corporation of the State of California Does Hereby Remise, Release, and Forever Quitclaim to: Broomell Commercial Properties, L.P. ALL RIGHTS, TITLE AND INTEREST in and to the real property in the City of Santa Ana, County of Orange, State of California, described in Exhibit "A" attached hereto and by this reference made a part hereof, and as shown on Exhibit "B", attached hereto and incorporated herein. 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 ofthat document. Dated: } STATE OF CALIFORNIA }SS. COUNTY OF } On personally appeared before me, For: The City of Santa Ana 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 capacfty(ies), and that by his/her/their signature(s) on the instrument the person(s) or entity upon which the person(s) acted, executed the instrument. By: Kristine Ridge City Manager, City of Santa Ana By: Daisy Gomez Clerk ofthe Council I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature. (This area for -official notarial seal) Deed No. 8758 30A-6 _.__w.0 ,• .•S •i- I'.c... r, i -♦,.,. ._Ia :3 Jf'1 v.:.,1 '. •Y J!•.::L -:r ,}. •<_ • '.Lf-./M.-P lM tb,; 1, 'Y ,'I.; - _ J 'x' b:J • n.. .}.. n. IArJ11 J,�?,�ti ..S.'} t,. it pL 7V; ;' 1a',,...+,t-+-,•7,•.,,... y >.,<.. rr: ..•},,.r,r ./. c.'}� ':it•q` .-/.. d.. .,r.y'«;J I'^';'�:S'ti "i.:/ /{:I•.. .+._ ,,.r,. I, I.w. , i, tti"...r, -..:.. <I•.•.-,1 .. -'J�1; „IV.,P :,./. r{. f ... r.: ,: .r I• t R..`.; Y,a i.7r_ r..,.' r, of ,`... �,/. ! ., a, ..SY " -".^?:4 /1 \ "• a f , _ - �r ./ -,. ,7: ,..,;Ay,d '.S .o- - ,., y :c _ + ! �\•''. l 1 C - r" ♦- r, 'I' qn -� - __ 1 -yH,..... pif., ,. 1• .�^.-:- - I-.�•, ),,:. 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" --1.. - .. .._ -V' ! - 1 `:i._ ,3. ., F.�,w '1 .. .. .+.riv[,.._..1. :'4 p.,:,_ _.-_°_ 4 ..'5,7:.1. .�1:s,. i.4 _. al;l, Is.1 )-. _), ?.- >_.i'iR•�. ...rl .. C: :.. v. '.✓, .. ... R._. .-,- r,- .•.u. }.. ./• .. Ad.,•...1 cID .��. r. .''° - ._ ,,. , ,.i. '. J• cr. -c'.. -., .\t.-•. :-.. tti. rF . ,P REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE ADOPT RESOLUTION APPROVING CITY'S ANNUAL STATEMENT OF INVESTMENT POLICY 2020-21; RECEIVE AND FILE ANNUAL STATEMENT OF INVESTMENT POLICY 2020-21 /s/ Kristine CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO 1. Adopt a Resolution approving the City's 2020-2021 Investment Policy. 2. Receive and file the Annual Statement of Investment Policy 2020-2021. DISCUSSION In accordance with State law, the Finance and Management Services Agency annually submits a resolution approving the City's Investment Policy and the Annual Statement of Investment (Exhibit 1). The investment policy outlines the following primary goals (Exhibit 2): • To assure compliance with all Federal, State, and local laws governing the investment of monies. • To provide for the safety of principal. • To provide for the maintenance of sufficient liquidity; and • To provide an investment return within the parameters of the Statement of Investment Policy and Investment Portfolio guidelines. The investment policy applies to all financial assets of the City with the exception of individual employee retirement contribution funds and deferred compensation which are specifically excluded. Bond Proceeds are restricted and are invested in compliance of this investment policy following the specific requirements of their applicable bond resolutions. Investment Staff continuously evaluates the City's policy with regards to industry standards and best practices to determine if any newly adopted state rules or regulations are required to be incorporated within the document or if any industry enhancements are recommended. In 2018, as a result of staffs research and analysis, substantive changes were made for the 2018- 2019 fiscal year Annual Statement of Investment Policy. The revised policy was submitted to the Investment Policy Certification Committee of the Association of Public Treasurers of the United States & Canada (APTUS&C) and the California Municipal Treasurers Association (CMTA) for re- 55A-1 Annual Statement of Investment Policy May 19, 2020 Page 2 certification. During the course of the current fiscal year the City of Santa Ana received Investment Policy Certifications from both the APTUS&C at the international North American level (Exhibit 3) and the CMTA at the state level (Exhibit 4). Only a handful of California cities currently hold such dual certification. Both certification bodies recommend that local public agency investment policies be evaluated annually, but that absent significant legislative changes or changes in industry standards, substantive modifications and submittal for re -certification should be considered only every 3 to 5 years. This year staff recommended limited changes that are generally of a non -substantial nature. These changes which are listed below have been incorporated into the recommended City of Santa Ana Investment Policy Statement for 2020-2021.These changes continue to reflect updated certification organization requirements mirroring the policy consensus of the Association of Public Treasurers of the United States & Canada and the California Municipal Treasurers Association. The changes include, but are not limited to the following: • Update of California Debt and Investment Advisory Commission (CDIAC) Guidelines for Allowable Investment Instruments per State Government Code (As of January 1, 2020) applicable to all Local Agencies. • Update of corresponding California Investment Code Abstracts. • Inclusion of FMSA Financial Analyst as an authorized Investment Official and delegation of day-to-day responsibility for the investment of City funds to the Financial Analyst under the management and supervision of the FMSA Treasury Manager and/or Assistant Finance Director. Expansion of Qualified Persons authorized to participate in investment support duties to include Treasury staff as well as relevant staff drawn from FMSA Accounting and Administrative Services divisions. Expansion of Investment Staff to include Investment Officials and Qualified Persons. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal No. 4 - City Financial Stability, Objective No. 1 (maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is no fiscal impact associated with this action. WH:AG Exhibits: 1. Resolution 2. Annual Statement of Investment Policy 3. Association of Public Treasurers of the United States & Canada (APTUS&C) Investment Policy Certification Letter 4. California Municipal Treasurers Association (CMTA) Investment Policy Certification Letter & News Release 55A-2 LS 5.19.20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE CITY'S STATEMENT OF INVESTMENT POLICY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of Santa Ana hereby finds, determines and declares as follows: A. California Government Code §53646, provides that each city may have a written statement of investment policy to govern investment of the City's monies. B. Pursuant to §53646, the City Treasurer shall annually submit a Statement of Investment Policy for City Council consideration. C. The City Treasurer has submitted the attached Statement of Investment Policy to this Council at its regular meeting of May 19, 2020, for its consideration. Section 2. The City Council of the City of Santa Ana has duly considered and approves the City's Statement of Investment Policy submitted by the City Treasurer. Section 3. The City Treasurer shall submit quarterly reports to the City Council stating all investments made in the preceding quarter and that such investments have been made in conformance with the City's investment policy. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2020. #366490 Resolution No. 2020-xx Page 1 of 2 Miguel A. Pulido Mayor 55A-3 APPROVED AS TO FORM: Sonia Carvalho, City Attorney By: &�! �- L ^ c�� Lisa Storck Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATION OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. to be the original resolution adopted by the City Council of the City of Santa Ana on 12020. Date: Resolution No. 2020-xx Page 2 of 2 Daisy Gomez, Clerk of the Council City of Santa Ana 55A-4 EXHIBIT 2 MAY 191202#boo.- S A N [7-7.77` I Citv of Santa Ancip IF O 6 INVESTMENT POLICY STATEMENT 2020-21 TABLE OF CONTENTS Page Introduction...............................................................................................................................1 1.0 Policy..............................................................................................................................1 2.0 Scope.............................................................................................................................1 3.0 Prudence.........................................................................................................................2 4.0 Objectives........................................................................................................................3 5.0 Delegation of Authority....................................................................................................6 6.0 Ethics and Conflicts of Interest........................................................................................7 7.0 Authorized Financial Institutions and Qualified Broker-Dealers..........................................8 8.0 Authorized and Suitable Investments.........................................................................9 9.0 Prohibited Investments and Investment Practices.........................................................14 10.0 Investment Pools/Mutual Funds....................................................................................15 11.0 Collateral/Security for Deposit of Public Funds..............................................................16 12.0 Safekeeping and Custody.............................................................................................17 13.0 Diversification................................................................................................................17 14.0 Maximum Maturities......................................................................................................18 15.0 Internal Controls............................................................................................................18 16.0 Performance Standards................................................................................................19 17.0 Reporting......................................................................................................................20 18.0 Policy Considerations...................................................................................................21 19.0 Policy Review, Certification, and Adoption....................................................................21 20.0 Appendices and Glossaries...........................................................................................22 Appendix I - (Table of Appendices) / California Investment Code Abstracts .................24 Appendix 11 - Local Agency Investment Guidelines / Allowable Investment Guidelines ...i Appendix III - Glossary of Common Public Local Agency Investment Terms ................ A Appendix IV - Glossary of Common Public Local Agency Investment Terms ..................I Appendix V — Broker/Dealer Questionnaire and Certification Form...............................M City of Santa Annual Table of Contents Statement of Investment Policy July 1, 2020 - June 30, 2021 y CITY OF SANTA ANA ANNUAL STATEMENT OF INVESTMENT POLICY JULY 2020 INTRODUCTION: The purpose of this Statement of Investment Policy is intended to provide specific criteria for the prudent investment of City of Santa Ana (City) funds and to set investment objectives, policies, establish guidelines, and define responsibilities for the investment of idle or unexpended funds for the City. The ultimate investment goal is to enhance the economic status of the City while protecting funds under management and meeting the daily cash flow demands of the City. 1.0 POLICY The policy of the City of Santa Ana is to invest idle or unexpended funds within the scope of this investment policy in a prudent and suitable manner that will provide, within the parameters of this investment policy, the highest reasonable investment return relative to the risk being assumed while maintaining maximum security and meeting all cash flow demands. This policy is intended to comply with Federal law and the Code of California for investment of public funds. In instances in which this policy is more restrictive than Federal or State law, this policy shall be controlling. This policy is fixed and general in nature; it defines authorized investments and guides the investment decisions and security selection process. The City's Investment policy will be regularly reviewed and adjusted to create an investment portfolio that is suitable for the City given current conditions. 2.0 SCOPE 2.1 Applicability of Investment Policy This investment policy applies to all funds and investment transactions of the City. These funds are accounted for in the Comprehensive Annual Financial Report (CAFR), which includes the following: • General Fund • Special Revenue Funds • Capital Projects Funds (includes restricted bond proceeds) • Enterprise Funds (includes restricted bond proceeds) • Trust and Agency Funds • Internal Service Funds • Any new fund created by the City of Santa Ana, unless specifically exempted City of Santa - Annual Page 1 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-7 The restricted bond proceeds are invested in compliance with this investment policy and applicable bond resolutions. Individual employee retirement contribution funds and deferred compensation are excluded from this policy. 2.2 Pooling of Funds Except for cash in certain restricted and special funds, the City of Santa Ana will consolidate cash balances from all funds to maximize investment earnings and to increase efficiencies with regard to investment pricing, safekeeping and administration. Investment income will be allocated to the various funds based on their respective participation and in accordance with generally accepted accounting principles. 3.0 PRUDENCE 3.1 Standard of Care — Prudent Investor The City investment program shall be managed in a professional and prudent manner worthy of the public trust and review. The standard of prudence to be used by City Investment Officials shall be the "prudent investor rule" standard and shall be applied in the context of managing the overall investment portfolio. The "prudent investor rule" provides, pursuant to California Government Code Section 53600.3, that investments shall be made with judgment and care. When investing, reinvesting or managing public funds a trustee shall act with care, skill, prudence and diligence under circumstances then prevailing. Investment officers acting in accordance with written procedures and this investment policy and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from exceptions are reported in a timely fashion and the liquidity and the sale of securities are carried out in accordance with the terms of this policy. The City is governed by the California Government Code, Sections 16429.1 and Title 5, Division 2, Part 1, Chapter 4, entitled Financial Affairs, commencing with section 53630. Each investment transaction and the entire portfolio must comply with California Government Code, Sections 53600 and 53635 et seq. and this policy. 3.2 Written Investment Procedures City Investment Officials shall establish written procedures consistent with this investment policy for the operation of the investment program. Procedures should include but not be limited to: authorized personnel, segregation of duties, internal controls, wire transfer agreements, daily cash flow review, basis for awarding bids, portfolio inventory, and reporting. The procedures document is intended to provide guidance for staff and to provide continuity in the event of an interruption of services of the Treasury and Customer Services Manager and/or Assistant Finance Director. City of Santa - Annual Page 2 July 1, 2020 - Statement of Investment Policy June 30, 2021 '• • 4.0 OBJECTIVES The primary objectives, in priority order, for the City of Santa Ana's investment activities shall be Safety, Liquidity, and Yield: 4.1 Safety Of Principal Safety of principal is the foremost objective of the City of Santa Ana, care must be taken to ensure the preservation of capital and the protection of principal. Each investment transaction shall be undertaken in a manner that seeks to ensure preservation of capital in the overall portfolio. The objective will be to mitigate credit risk and interest rate risk by following guideline listed below. A. Credit Risk Credit Risk is the risk of loss due to the failure of the security issuer or backer to redeem the outstanding debt at the stated maturity date. Credit risk also applies to the overall market perception of the financial strength and capacity of the issuer. The City of Santa Ana will minimize credit risk by: i. Limiting investments to authorized investments as set forth in Section 10.0 of this investment policy; ii. Pre -qualifying the financial institutions, broker -dealers, intermediaries, and advisors with which the City will do business; iii. Diversifying the investment portfolio so that potential losses on individual securities will be minimized. iv. Holding a minimum percentage of the total portfolio in highly marketable short-term treasuries, checking with interest, government pooled account, or a combination of all three. The minimum percentage shall be set monthly by the FMSA Investment Advisory Committee based on a rolling twenty-four month analysis of the City's minimum cash position requirements adjusted for any exceptional anticipated cash out flows. B. Marketorinterest Rate Risk Market or interest rate risk is the risk that the market value of securities in the portfolio may fall due to changes in general interest rates. The City of Santa Ana will minimize interest market interest rates, by: i. Structuring the Fund so that securities mature to meet cash City of Santa - Annual page 3 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-9 requirements for ongoing operations, thereby avoiding the need to sell securities on the open market prior to maturity, and ii. Purchasing investments with the intent to hold until maturity; and iii. By investing operating funds primarily in shorter -term securities, money market mutual funds, or similar investment pools and limiting the average maturity of the portfolio in accordance with this policy. 4.2 Liquidity The investment portfolio shall remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. This is accomplished by structuring the portfolio so that securities mature concurrent with cash needs to meet anticipated demands (static liquidity). Furthermore, since all possible cash demands cannot be anticipated, the portfolio should consist largely of securities with active secondary or resale markets (dynamic liquidity). The City's cash flow shall be updated on a daily basis and will be considered prior to the investment of securities, which will reduce the necessity to sell investments for liquidity purposes. 4.3. Yield The City's investment portfolio shall be designed with the objective of attaining a market -average rate of return throughout budgetary and economic cycles taking into account the investment risk constraints and liquidity needs. The return on investments is to be accorded secondary importance compared to the safety and liquidity objectives described above. The core of investments will focus on relatively low risk securities with an expectation of earning a reasonable return relative to the risk being assumed. It is the general policy of the City to hold investments until market value equals or exceeds amortized cost or book value of the security. Securities shall not be sold prior to maturity with the following exceptions: C. City of Santa - Annual Statement of Investment Policy a declining credit security could be sold early to minimize loss of principal; a simultaneous purchase of a security and the sale of another (security swap) to enhance the quality, yield, or target duration in the portfolio; or a sale of a specific security prior to its maturity and a capital gain or loss recorded in order to improve the credit quality, liquidity, or rate of return of the portfolio in response to market conditions and/or City risk Page 4 July 1, 2020 - June 30, 2021 55A-10 preferences. D. general liquidity needs of the investment portfolio require that a security be sold; prepayment of City debt or contribution servicing obligation. In the event the City is presented with an option for prepayment of a City debt or contribution servicing obligation, the following analysis will be conducted by FMSA investment staff with regards to a comparison between the amortized savings which may be realized by exercising such prepayment option and: i. the current portfolio yield; ii. the trend of the debt or contribution servicing obligation; iii. whether variances in the trend are substantial; iv. the City's net cash position; and the market value of investment instrument(s) recommended by Treasury staff to be liquidated to fulfill a prepayment election. Upon completion of said analysis, a recommendation shall be presented to the FMSA Investment Advisory Committee for consideration and submittal to the Executive Director of Finance and Management Services Agency for his/her approval or rejection. When selling a security prior to maturity, City Investment Officials and/or officers (see generally subsection 5.1 et seq. - Investment Authority and Responsibility) must be prepared to justify the reasons and explain any gains or losses. Compliance with the investment policy does not measure return, but rather manages risk. Policy compliance does not provide a benchmark to meet or exceed, but is a model to follow. The City will benchmark its investment portfolio performance to the appropriate "treasuries constant maturity" rate based on portfolio maturities of the investment plan. The City shall strive to maintain one hundred percent (100%) investment of idle funds after consideration for a compensating balance to cover the cost of services provided by the City's depository bank. The funds available for investment are determined by cash flow projections updated daily. Investments are monitored so that legal limits on types of investments are not exceeded. City of Santa - Annual Page S July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-11 5.0 DELGATION OF AUTHORITY 5.1 Investment Authority and Responsibility The authority for conducting investment transactions resides with the Executive Director of Finance and Management Services Agency (FMSA) as chief fiscal officer and ex officio City Treasurer. The Executive Director for (FMSA) under the general direction of the City Council, shall be responsible for all investment transactions undertaken and shall establish a system of controls to regulate the investment activities of subordinate officials. 5.2 Delegation of Authority The Executive Director for FMSA or her/his designees (Investment Officials) shall invest all funds for the City in accordance with the City adopted investment policy. The Executive Director for FMSA hereby delegates day-to-day responsibility for the investment of City funds to the FMSA Financial Analyst. Managerial and supervisory responsibility for the investment of City funds may be held by either the Assistant Director of Finance (Assistant Director) or the Treasury and Customer Services Manager (Treasury Manager). Specifically, the Treasury Manager shall maintain direct responsibility over the treasury and investment functions of the FMSA Treasury and Customer Service Division (Treasury). The Assistant Director, holding assistant executive management responsibilities over FMSA, shall maintain an overall acting oversight capacity. Each designee shall act in accordance with the established policies and internal controls set forth in the investment policy. 5.3 Assignment of Activities Supporting and ancillary activities, including but not limited to: cash flow analysis, municipal or corporate bond credit worthiness evaluation, investment risk assessment, portfolio analysis, purchase and sale recommendation, safekeeping, policy and investment procedures review recommendation, and monthly and quarterly reporting, may be assigned to qualified persons within Treasury or within the FMSA Accounting or Administrative Services divisions as deemed appropriate by either the Treasury and Customer Services Manager and/or Assistant Finance Director. 5.4 Qualified Persons Qualified Persons shall refer to: (1) persons holding either a California Municipal Treasurers Association, California Treasury Certificate and/or Certified California Municipal Treasurer Certificate; or an Association of Public Treasurers of the United States and Canada, Certified Public Finance Administrator Certificate, or a National Association of State Treasurers Certificate in Public Treasury Management; or (2) persons who are performing investment related duties under the guidance and City of Santa - Annual page 6 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-12 direction of certificate holders. Working together, Investment Officials and Qualified Persons comprise the FMSA investment staff. 5.5 FMSA Investment Advisory Committee To provide a regular departmental forum and consultive body for evaluating investment portfolio performance and strategy, internal procedures and controls, and for making recommendations to the Executive Director for FMSA in her/his capacity as chief fiscal officer and City Treasurer, a FMSA Investment Advisory Committee is established. All authorized Investment Officials are de facto standing members of the FMSA Investment Advisory Committee. At the discretion of Executive Director for FMSA other FMSA investment staff may be authorized membership on the committee. Meetings shall be held regularly on a basis determined by Executive Director for FMSA. The FMSA Investment Advisory Committee's evaluations and recommendations are subject to the approval of the Executive Director for FMSA, who services as committee chair. 6.0 ETHICS AND CONFLICTS OF INTEREST 6.1 Investment Officials and Officers Investment Officials, officers, and employees involved in the investment process shall refrain from personal business activity that could conflict with the proper execution and management of the investment program, or that could impair their ability to make impartial decisions. Investment Officials, officers and employees shall disclose any material interests in financial institutions with which they conduct business. They shall further disclose any personal financial/investment positions that could be related to the performance of the investment portfolio. Investment Officials, officers and employees shall refrain from undertaking personal investment transactions with the same individual with whom business is conducted on behalf of the City of Santa Ana. 6.2 Statement of Economic Interests Investment Officials and officers authorized to approve investment decisions shall be required to submit an annual Statement of Economic Interests, also known as a Form 700 in accordance with California Government Code, Section 1090 et seq. The Form 700 provides transparency and ensures accountability in two ways: 1) It provides necessary information to the public about official's/officer's personal financial interests to ensure that officials and officers are making decisions in the best interest of the public and not enhancing their personal finances. 2) It serves as a reminder to the public official of potential conflicts of interest so the official or officer can abstain from making or participating in governmental decisions that are deemed conflicts of interest. City of Santa - Annual Page July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-13 7.0 AUTHORIZED FINANCIAL INSTITUTIONS AND QUALIFIED BROKER -DEALERS 7.1 Authorized Financial Institutions The City shall transact business only with banks, savings and loans and registered investment securities dealers. 7.2 Qualified Broker -Dealers The purchase by the City of any investment other than those purchased directly from the issuer, shall be purchased either from an institution licensed by the State as a Broker -Dealer, as defined in Section 25004 of the Corporations Code and registered with Financial Industry Regulatory Authority (FINRA), or a member of a Federally regulated securities exchange, a National or State -Chartered Bank, a Federal or State Association (as defined by Section 5102 of the Financial Code), or a brokerage firm designated as a Primary Government Dealer by the Federal Reserve Bank, and who is registered with FINRA. 7.3 Selection Process - City of Santa Ana Broker -Dealer Questionnaire The City's FMSA investment staff shall investigate all institutions which wish to do business with the City as a Qualified City of Santa Ana Broker -Dealer, in order to determine if they are adequately capitalized, make markets in securities appropriate to the City's needs, certify having read and understood the City of Santa Ana Annual Statement of Investment Policy and agreeing to abide by the conditions set forth therein. This will be done by having the Financial Institutions complete and return the appropriate City of Santa Ana Broker -Dealer Questionnaire, along with their most current FINRA Report and Audited Financial Statement (available within one -hundred, twenty (120) days of the Institution's fiscal year-end). Audited Financial Statements may be made available online. Financial Institutions currently certified as Qualified City of Santa Ana Broker -Dealers shall complete and return the appropriate City of Santa Ana Broker -Dealer Questionnaire bi-annually, but shall be subject to the Audited Financial Statement and FINRA annual reporting requirements annually. However, if the interaction with a currently certified Qualified City of Santa Ana Broker -Dealer is limited to investment trades through an electronic trading platform, then the Broker -Dealer is exempt from completion of a questionnaire, but shall remain subject to the Audited Financial Statement and FINRA reporting requirements annually. 7.4 Selection Criteria In selecting external Broker -Dealers, past performance, stability, financial strength, reputation, area of expertise, and willingness and ability to provide the highest investment return at the lowest cost to the City within the parameters of this Investment policy and the California Government Code shall be primary considerations. FMSA investment staff will only conduct business with registered representatives of broker -dealers that have a minimum of three (3) years City of Santa - Annual Page 8 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-14 continuous experience working for a primary dealer or five (5) years continuous experience working for a non -primary dealer. FMSA investment staff will only purchase or sell securities from registered representatives that possess an active Series 7 license, an active Series 66 license, or an active Series 63 license, and who submit a FINRA form U4 (employment history) and a current FINRA form U5 Disclosure Statement and have completed the City's Broker -Dealer questionnaire. 7.5 List of Approved Financial Institutions/Qualified Broker -Dealers The Treasury and Customer Services Manager shall maintain a list of Financial Institutions/Qualified Broker -Dealers authorized to provide investment services to the City, along with their FINRA Report. 8.0 AUTHORIZED AND SUITABLE INVESTMENTS 8.1 Allowable Investment Instruments — State Law California Government Code Section 53601 establishes allowable investment instruments applicable to all local agencies along with maximum maturities, maximum specified percentages of total portfolio, and minimum quality requirements. Section 53601.1 authorizes local agencies to invest in financial futures or financial option contracts in any of the allowable investment categories enumerated in section 53601. 8.2 Authorized Investments City of Santa Ana further restricts permitted investments to those listed below and where applicable, Santa Ana may reduce maximum maturities, or maximum specified percentages of total portfolio (concentration limits), and may increase minimum quality requirements. Within this scope, the City diversifies its investments by types of investments, maturity dates, concentration limits, and quality requirements. A. United States Treasury Bills. Notes, and Bonds, for which the full faith and credit of the United States are pledged for payment of principal and interest. Purchases of this category shall not exceed five years to maturity. There is no percentage limit in this category. B. Obligations issued by a Federal Agency or a United States Government Sponsored Enterprise. Federal Agency Issues include, but are not limited to GNMA (Government National Mortgage Association), FFCB (Federal Farm Credit Bank), FHLB (Federal Home Loan Bank), FHLMC (Federal Home Loan Mortgage Corporation), FNMA (Federal National Mortgage Association), FHA (Federal Housing Administration), and TVA (Tennessee Valley Authority). Although there is no percentage limitation on these issues, purchases of this category shall not exceed five years to maturity and the "prudent investor" rule shall apply for a single agency name as U.S. Government backing is implied City of Santa - Annual Page 9 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-15 rather than guaranteed. C. Supranational Obligations in United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter -American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase or sale within the United States. Investments under this subdivision shall be rated 'AV or better by an NRSRO and shall not exceed thirty (30%) percent of the cost value of the investment portfolio. D. Bills of exchange or time drafts drawn on and accepted by a commercial bank, otherwise known as banker's acceptances, which are eligible for purchase by the Federal Reserve System. Purchases of banker's acceptances may not exceed one hundred eighty (180) days or forty percent (40%) of the cost value of the Fund which may be invested pursuant to this section. However, no more than thirty percent (30%) of the City's cost value of the investment portfolio may be invested in the banker's acceptances of any one commercial bank pursuant to this section. E. Commercial paper of "prime" quality of the highest ranking or of the highest letter and number rating as provided for by a Nationally Recognized Statistical Rating Organization (NRSRO). The entity that issues the commercial paper shall be organized and operating within the United States, as a general corporation, shall have total assets in excess of five -hundred, million dollars ($500,000,000), and has debt other than commercial paper, if any, that is rated "A" or higher by NRSRO. The entity is organized within the United States as a special purpose corporation, trust, or limited liability company; has program wide credit enhancements including, but not limited to: over-collateralization, letters of credit, or a surety bond; has commercial paper that is rated 'A-1" or higher, or the equivalent, by an NRSRO Eligible commercial paper shall have a maximum maturity of two hundred seventy (270) days or less. The City may purchase no more than ten percent (10%) of the outstanding commercial paper of any single corporate issue. Purchases of commercial paper may not exceed twenty-five percent (25%) of the investment portfolio. F. Repurchase Agreements. For purposes of this section, the term "repurchase agreement" means a purchase of securities by the local agency pursuant to an agreement by which the seller will repurchase the securities on or before a specified date and for a specified amount and will deliver the underlying securities to a third -party custodian. The City may invest in repurchase agreements with primary dealers of the Federal Reserve with which the City has entered into a Securities Industry and Financial Markets Association (SIFMA) Master Repurchase Agreement (MRA) which specifies terms and conditions of repurchase agreements. The market value of securities used as collateral for City of Santa - Annual page 10 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-16 repurchase agreements shall not be allowed to fall below one hundred two percent (102%) of the value of the repurchase agreement and shall be adjusted no less than quarterly by the tri-party custodial agent. The investments in repurchase agreements shall be in compliance if the underlying securities are brought back up to one hundred two percent (102%) no later than the next business day. The underlying collateral shall be limited to United States Government Treasury Bills, Notes, and Bonds, or obligations issued by a Federal Agency or United States Government Sponsored Enterprises obligations. Upon the written approval of the Executive Director for FMSA, substituted securities may be pledged for collateral but shall consist only of investments permitted within this investment policy with a maximum maturity of five (5) years. If there is a default of the broker, the collateral securities can be sold. Since the securities are valued daily, it is likely that the sale proceeds will equal or exceed the value of the repurchase agreement amount. Purchases in this category shall not exceed one (1) year or twenty percent (20%) of the cost value of the investment portfolio. Retail repurchase agreements and reverse agreements shall not be authorized for purchase. G. Negotiable certificates of deposit issued by a nationally or state -chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union or by a state -licensed branch of a foreign bank. However, the City shall not invest in negotiable certificates of deposit issued by a state or federal credit union if a member of the City Council or any City personnel with investment decision making authority also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificates of deposit. Effective January 1, 2020 no more than fifty percent (50%) of the cost value of the City's investment portfolio may be invested in deposits, including certificates of deposit, through a placement service as authorized under Government Code 53601.8 (excludes negotiable certificates of deposit authorized under Section 53601(i)). On January 1, 2026, the maximum percentage of the portfolio shall revert back to thirty percent (30%) percent. Investments made pursuant to Government Code Section 53635.8 remain subject to a maximum of thirty percent (30%) of the cost value of the investment portfolio. The amounts so invested shall be subject to the limitations of Government Code Section 53638 which generally provides that the deposit shall not exceed the shareholder's equity of any depository bank, or the total net worth of any depository savings association or federal association, or the total of the unimpaired capital and surplus of an insured industrial loan company. Purchases of this category shall not exceed five years to maturity. H. Local Agency Investment Fund - State Pool. The City may invest in the Local Agency Investment Fund (LAIF) established by the State Treasurer under California Government Code Section 16429.1 for the benefit of local agencies. City of Santa - Annual page 11 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-17 LAIF provides daily liquidity; therefore, there is no final stated maturity for this investment category. Although there is no percentage limitation on this fund, the "prudent investor" rule shall apply for a single agency name. In keeping with LAIF deposit limit investments, City LAIF investments shall not exceed $75 million, unless a greater deposit limit for regular accounts is authorized by the State Treasurer during the term of this Statement of Investment Policy, in which case City LAIF investments may increase up to that limit. City of Santa Ana Bonds. The City may invest in bonds issued by the City or agency of the City including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by the City or agency of the City. The City shall at all times adhere to restrictions and limitations of the bond indenture. Purchases of this category shall not exceed five years to maturity. There is no percentage limit in this category. J. Other State of California Local Agency Bonds. The City may invest in other State of California Local Agency Bonds. notes, warrants or other evidence of indebtedness of any local agency within this state, including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the local agency. Investments in this category shall be restricted to instruments that have a ranking of A-1 or higher, or the equivalent by not less than two of the following nationally recognized statistical rating organizations: Moody's, Standard & Poor's or Fitch. Purchases of this category shall not exceed five years to maturity. There is no percentage limit in this category. K. Medium Term Corporate Notes (MTN) defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment shall be rated in a rating category of "A" or its equivalent or better by a nationally recognized rating service. Purchases in this category shall not exceed five (5) years to maturity or thirty percent (30%) of the cost value of the investment portfolio. Purchases in a single issuer in this category shall not exceed five percent (5%) of the cost value of the investment portfolio. L. Shares of beneficial interest otherwise known as money market shares issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940. The company shall have met either of the following criteria: 1. Attain the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs, and City of Santa - Annual page 12 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-18 Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five (5) years' experience investing in the securities and obligations authorized by subsection (a) to (k), inclusive, and subdivisions (m) to (o), inclusive, of Section 53601 of the Government Code and with assets under management in excess of five -hundred, million dollars ($500,000,000). The purchase price of shares of beneficial interest, (mutual funds) purchased pursuant to this subdivision shall not include any commission that these companies may charge. Investments in this category shall be restricted to money market mutual funds that seek to maintain a Net Asset Value of $1. Money market mutual funds provide daily liquidity; therefore, there is no final stated maturity for this investment category. Investments in mutual funds shall be restricted to funds that have the highest ranking or the highest letter and numerical rating provided by not less than two of the following nationally recognized statistical rating organizations: Moody's, Standard & Poor's or Fitch. Purchases in this category shall not exceed 20% of the book value of the investment portfolio. Purchases in a single mutual fund shall not exceed 10% of the book value of the Portfolio. 8.3 Suitability Of Investments Suitability, not simply return, is the standard for selecting investments for the portfolio. The Executive Director for FMSA, and all authorized Investment Officials and other supporting FMSA investment staff shall review the following when selecting or recommending investments for the City: • Sufficient liquidity to meet current obligations • Appropriate level of market risk • Diversified portfolio • Legal investments • Market rate of return The Executive Director for FMSA and his/her designees are not required to invest in all the investment options authorized in this Statement of Investment Policy. Selection will be based on cash flow characteristics, exposure to market risk, rate of return, the technical ability of the staff responsible for administering the program, and the availability of time and tools for staff to engage in conservative, but effective, management of the City's investment portfolio. City of Santa - Annual page 13 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-19 9.0 PROHIBITED INVESTMENTS AND INVESTMENT PRACTICES 9.1 Ineligible Investments - State Law Certain investments, however, are prohibited by California Government Code Section 53601.6. Accordingly, the City shall not invest in any inverse floaters, range notes, or mortgage derived, interest -only strips. In addition, the City shall not invest any funds in any security that could result in zero interest accrual if held to maturity. However, prohibited securities that were purchased and are currently held in the City's portfolio, as of the date of this policy adoption, which were previously allowed under the California Government Code, yet are now prohibited due to changes in the Code may be held until their maturity dates. 9.2 Disallowed Investments - Higher Perceived Risk Besides investments prohibited by statute, this policy disallows investments in the following due to a higher perceived risk: • Asset -backed securities (ABS) — securities supported by pools of installment loans or leases or by pools of revolving lines of credit; Derivatives — financial instruments which have a principal and/or interest payment subject to uncertainty as to timing and/or amount including financial instruments whose return profile is linked to, or derived from, the movement of one or more underlying index or security, and may include a leveraging factor, or financial contracts based upon notional amounts whose value is derived from an underlying index or security (interest rates, foreign exchange rates, equities or commodities); • Investment agreements — contracts regarding funds deposited by an investor often separated into those offered by banks and those offered by insurance companies commonly known as Guaranteed Investment Contracts (GICs) or Guaranteed Investment Agreements (GIAs); • Mortgage -backed securities — securities created when a mortgage or purchaser of residential real estate mortgages creates a pool of mortgages and markets undivided interests or participation in the pool, including principal only strips; • Reverse Repurchase agreements — agreements involving the borrowing of cash from a financial institution for the purchase of securities in which a financial asset is instead pledged as a collateral for a loan in which the roles of borrower and lender are reversed. • Securities lending agreements —agreements allowing local agencies to earn incremental income on their investment portfolio by loaning securities in their portfolio to financial services companies for a limited time; City of Santa - Annual page 14 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-20 9.3 Prohibited Investment Practices Assets of the City shall not be invested pursuant to the following investment practices: • Trading of securities strictly for speculation or solely for the realization of short-term trading gains. • A contract providing for the compensation of an agent or fiduciary solely based upon the performance of the invested assets. • If a fiduciary or other third party with custody of public investment transaction records of the City fails to produce records within a reasonable time, when requested by the City, the City shall make no new investments with or through the fiduciary or third party and shall not renew maturing investments with or through the fiduciary or third party. 10.0 INVESTMENT POOLS/MUTUAL FUNDS The Executive Director for FMSA or his/her designee shall be required to investigate all local government investment pools and money market mutual funds, other than the state Local Agency Investment Fund (LAIF), prior to investing and perform at least a quarterly review thereafter while the City is invested in the pool or the money market fund. The City currently authorizes pooled investment fund deposits only with LAIF which is authorized under provisions in Section 16429.1 of the California Government Code as an allowable investment for local agencies even though some of the individual investments of the pool are not allowed as a direct investment by a local agency such as the City of Santa Ana. Government sponsored investment pools (Local Agency Investment Fund (LAIF), County Pools, Joint Powers Authority Pools, and the State Treasury Voluntary Investment Program Fund), are sources for short-term cash management. Before seeking City Council approval for participation in one or more additional investment pools/money market mutual funds, the Executive Director for FMSA or his/her designees will conduct a thorough investigation the prospective pool prior to recommending City investment. Before recommending investing in a prospective pool, the following issues must be reviewed: A. The pool must meet the requirements of state statue. B. The pool must provide a written statement of policy and objectives. City of Santa - Annual page 15 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-21 C. A questionnaire developed by FMSA investment staff and approved by the Treasury and Customer Services Manager or Assistant Director of Finance shall address the following general topics: i. A description of eligible investment securities, and a written statement of investment policy and objectives. ii. A description of interest calculations and how it is distributed, and how gains and losses are treated. iii. A description of how the securities are safeguarded (including the settlement processes), and how often the securities are priced and the program audited. iv. A description of who may invest in the program, how often, what size minimum and maximum deposit and withdrawal are allowed. v. A schedule for receiving statements and portfolio listings. vi. A description of how reserves, retained earnings, etc. are utilized by the pool. vii. A model of the fee schedule, and when and how it is assessed. viii. A description of eligibility and/or acceptance of bond proceeds. ix. The pool must contain only the types of investment allowed by California Code. Upon approval for participation in one or more additional investment pools the FMSA investment staff shall thereafter on a regular and continuing basis investigate and reconfirm the pool's compliance with items listed above and shall monitor the pool's performance reports. 11.0 COLLATERALIZATION/SECURITY FOR DEPOSIT OF PUBLIC FUNDS Money must be deposited in state or national banks, state or federal savings associations or state or federal credit unions in the State of California. It may be in inactive deposits, active deposits or interest -bearing active deposits. The deposits cannot exceed the amount of the bank's or savings and loan's paid up capital and surplus. The bank or savings and loan must secure the active and inactive deposits with eligible securities having a market value of one -hundred, ten percent (110%) of the total amount of the deposits. State law also allows as an eligible security, first trust deeds having a value of one -hundred, fifty percent (150%) of the total amount of the deposits. A third class of collateral is letters of credit drawn on the Federal Home Loan Bank (FHLB). The Treasurer may waive, at his discretion, security for that portion of a deposit which is insured pursuant to federal law. Currently, the first two -hundred, fifty -thousand dollars ($250,000) of a deposit is federally insured. It is to the City's advantage to waive this collateral requirement for the first $250,000 because we receive a higher interest rate. City of Santa - Annual page 16 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-22 12.0 SAFEKEEPING AND CUSTODY 12.1 Perfected Interest and Delivery versus Payment In accordance with California Government Code Section 53601, to protect against potential losses caused by collapse of individual securities dealers, all securities owned by the City except securities used as collateral for repurchase agreements, shall be kept in safekeeping with 'perfected interest" by the City's custodial bank or a third party bank trust department, acting as agent for the City under the terms of a custody agreement executed by the bank and by the City. Perfected interest refers to establishment of a superior ownership right in and legal control over the securities assets held by the bank custodian on the City's behalf and is intended to protect the City from the custodial bank's own creditors in the event of a bank default and filing for bankruptcy. All securities, excepting investments which are not deliverable (such as LAIF, direct time certificates of deposit, and money market mutual funds), will be received and delivered using standard "delivery versus payment". Delivery versus payment refers to delivery of securities with an exchange of money for the securities at the time of delivery, rather than delivery of securities with an exchange of a signed receipt for the securities. 13.0 DIVERSIFICATION The purpose of diversification is to reduce overall portfolio risk while attaining market rates of return and to enable the City to meet all anticipated cash requirements. The investment portfolio shall consist of various types of securities approved by state statute and this Statement of Investments Policy. Investments shall vary in issuers, asset classes, industries and maturities to meet City's financial obligations. Diversifying the investment portfolio will help mitigate the loss of funds as a result of failure of any one issuer. Investments shall further be diversified between structures and imbedded options within the security. The investments shall be diversified by: • Limiting investments to avoid over -concentration in securities of a specific issuer (excluding treasury bills). • Limiting investment in securities that have higher credit risks. • Limiting certificates of deposit to the maximum federally insured amount. • Investing in securities with varying maturities. • Investing a minimum percentage of the total portfolio as established by the FMSA Investment Advisory Committee in highly marketable short-term treasuries, checking accounts with interest, government pooled account, or a combination of all three (See Section 4.1 (A)(iv)). City of Santa - Annual page 17 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-23 14.0 MAXIMUM MATURITIES 14.1 Maximum Maturities To the extent possible, the City of Santa Ana will attempt to match its investments with anticipated cash flow requirements and thus maturities shall coincide as nearly as possible with the anticipated need. The maximum durations for authorized investments pursuant to section 8. 2 subsections (A) through (F) are as follows: • United States Treasury Bills. Notes, and Bonds — five (5) years maximum maturity • Obligations issued by a Federal Agency or a United States Government Sponsored Enterprise —five (5) years maximum maturity • Supranational Obligations - five (5) years maximum maturity • Bills of Exchange/Banker's acceptances - one hundred eighty (180) days maximum maturity. • Commercial Paper- two hundred seventy 270 days maximum maturity • Repurchase Agreements — one (1) year maximum maturity • Negotiable Certificates of Deposit - five (5) years maximum maturity • Local Agency Investment Fund (LAIF) State Pool - no final stated maturity • City of Santa Ana Bonds - five (5) years maximum maturity • Other State of California Local Agency Bonds - five (5) years maximum maturity • Medium Term Corporate Notes - five (5) years maximum maturity • Shares of Beneficial Interest/Money Market Shares - no final stated maturity (See also subsection 8.2 generally for additional information on City authorized concentration limits and quality requirements.) 14.2 Average Maturity In accordance with the goal of minimizing interest rate risk (see subsection 4.1(b)) the City of Santa Ana will to the extent possible attempt to aim for an average investment portfolio maturity of 3 years. 15.0 INTERNAL CONTROLS The Executive Director for FMSA is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the entity are protected from loss, theft or misuse. The Executive Director for FMSA has developed a system of internal investment controls and a segregation of responsibilities of investment functions in order to assure an adequate system of internal control over the investment function. No investment personnel may engage in an investment transaction except as provided for City of Santa - Annual page 18 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-24 under the terms of this policy and the procedure established by the Executive Director for FMSA. Internal control procedures address: • Control of collusion • Control of fraud • Control of misrepresentation by third parties • Control of employee error • Separation of transaction authority from accounting and record keeping • Custodial safekeeping • Delivery versus payment • Clear delegation of authority • Conformation of transactions for investment and wire transfers • Written procedures for placing of investment transactions • FMSA Investment Advisory Committee In addition, cash balances are reconciled daily by non -investment employees and reconfirmed by the City's accounting staff. Accounting staff also verifies investment activities and holdings on a regular basis which are reviewed by the FMSA Investment Advisory Committee. The Executive Director for FMSA, at his/her discretion, shall establish a process for annual independent reviews by an external auditor to the extent contemplated by generally accepted auditing standards, during the course of the City's annual audit. 16.0 PERFORMANCE STANDARDS The investment portfolio shall be managed to attain a market -average rate of return throughout budgetary and economic cycles, taking into account the City's investment risk constraints, cash flow, and policy towards the pre -payment of specific City debts or contribution servicing obligations (when finically advantageous to the City). Investment return becomes a consideration only after the basic requirements of investment safety and liquidity have been met. Because the investment portfolio is designed to operate on primarily a 'hold -to -maturity' premise, and because of the safety, liquidity, and yield priorities, the performance benchmark that will be used by the Executive Director for FMSA to determine whether market yields are being achieved shall be the average of the monthly LAIF rate and the 12-month rolling average 2-Year Constant Maturity Treasury (CMT) rate. However, since return on investment is the least important objective of the Investment Portfolio, the benchmark will be used only as a reference tool. The reporting of a benchmark does not imply that the City Treasurer will add additional risk to the Investment Portfolio in order to attain or exceed the benchmark. City of Santa - Annual page 19 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-25 17.0 REPORTING Government Code Section 53646(b)(1) previously mandated that annual investment policies and quarterly reports be rendered to the legislative body (for the City of Santa Ana - the City Council). AB 2853 amended Government Code Section 53646 making these requirements permissive rather than mandatory. Although the Annual Statement of Investment Policy and Quarterly Reports to City Council are no longer required, we believe it to be both prudent and in keeping with the spirit of the City's Sunshine Policy that these documents continue to provided. The Executive Director for FMSA shall therefore continue to render to the City Council an annual Statement of Investment Policy and regular reports to the City Manager and the City Council containing detailed information on all securities, investments, and moneys of the City. The reports will be informally submitted to the City Manager and City Council on a monthly basis and will be rendered formally to the City Council on a quarterly basis as part of a scheduled open City Council Meeting agenda within thirty (30) days following the end of each quarter. The report will contain the following information on the funds that are subject to this investment policy: 1) Type of investment and name of issuer; 2) Date of maturity; 3) Par amount; 4) Dollar amount invested in all securities, and investments and monies held by the City (amortized cost or book value); 5) Weighted average maturity of the investments; 6) Current market value as of the date of report of all funds held by the City and under the management of any outside party that is not also a local agency or tAIF and the source of the valuation; 7) Source of the market value information; 8) A description of the any funds, investments or programs, including loans, under the management of contracted parties such as tAIF, investment. pools, outside money managers, and securities lending agents); 9) A statement of compliance with the investment policy or an explanation for non-compliance; and 10) A statement of the local agency's ability to meet its pool's expenditure requirements for the next six months, as well as an explanation of why sufficient money will not be available if that is the case. City of Santa - Annual page 20 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-26 18.0 POLICY CONSIDERATIONS 18.1 Exemptions Any investment currently held that does not meet the guidelines of this policy shall be exempted from the requirements of this policy as long as it was in compliance with State of California law and the City's investment policy in effect at the time of purchase. At maturity or liquidation, such monies shall be reinvested only as provided by this policy. 18.2 Stabilization Fund Except for cash in certain restricted and special funds, the consolidation of cash balances from all funds and the maintenance of portfolio liquidity (both static and dynamic) as provided for in this policy taken together with the monthly affirmation to the City Manager and City Councilmembers of the City's ability to meet its pool's expenditure requirements for the next six months shall be deemed to functionally meet and exceed the requirements of Article VI., Sec. 610, of the City of Santa Ana Charter as relates to the maintenance of a stabilization fund. 18.3 Amendments In the event this policy is amended prior to the end of its twelve month fiscal year term the amended Statement of Investment Policy shall be resubmitted to City Council for review and adoption by City Council Resolution. 18.4 Approval This Statement of Investment Policy is approved by City Council on this 19tn day of May. 2020 pursuant to City Council Resolution # 2020- 19.0 POLICY REVIEW, CERTIFICATION, AND ADOPTION 19.1 Policy Review This Statement of Investment Policy shall be reviewed at least annually to ensure its consistency with the overall objectives of preservation of PRINCIPAL, LIQUIDITY, AND YIELD, and to: 1) reflect changes in applicable California state codes, 2) maintain its relevance to current financial and economic trends, and 3) meet the needs of the City of Santa Ana. 19.2 Policy Review Annually, this Statement of Investment Policy will be submitted to the Association of Public Treasurers of the United States and Canada and the California Municipal Treasurers Association for review and certification. City of Santa - Annual page 21 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-27 19.3 Adoption The Executive Director for FMSA shall annually render this Statement of Investment Policy to the City Council and City Manager. The City Council shall annually review and adopt this Statement of Investment Policy by resolution at a public meeting. 20.0 APPENDICIES & GLOSSARIES 20.1 California Investment Code Abstracts - Appendix I. 20.2 California Local Agency Investment Guidelines -Appendix II. 20.3 Glossaries of Terms Appendix III. (Glossary of Referenced Terms - City of Santa Ana Investment Policy & Related California Codes) Appendix IV. (Glossary of Additional Common Public Local Agency Investment Terms) Appendix V. (Broker -Dealer Questionnaire And Certification Form) City of Santa - Annual Page 22 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-28 Submitted to the Santa Ana City Council for approval, this 19t' day of May. 2020. Kathryn Downs Kathryn Downs, CPA Executive Director & City Treasurer Finance & Management Services Agency WRAG City of Santa - Annual Page 23 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-29 APPENDICIES TABLE OF APPENDICIES...................................................................................................................... Page 24 APPENDIX I. CALIFORNIA INVESTMENT CODE ABSTRACTS CORPORATIONS CODE SECTION 25004........................................................................................... Page 25 FINANCIAL CODE SECTION 5102........................................................................................................ Page 26 GOVERNMENT CODE SECTION 16429.1............................................................................................ Page 27 GOVERNMENT CODE SECTION 53630............................................................................................... Page 29 GOVERNMENT CODE SECTION 53635............................................................................................... Page 30 GOVERNMENT CODE SECTION 53601............................................................................................... Page 31 GOVERNMENT CODE SECTION 53601.1............................................................................................ Page 35 GOVERNMENT CODE SECTION 53601.6............................................................................................ Page 36 GOVERNMENT CODE SECTION 53601.8............................................................................................ Page 36 GOVERNMENT CODE SECTION 53638............................................................................................... Page 38 GOVERNMENT CODE SECTION 53646............................................................................................... Page 38 APPENDIX II. LOCAL AGENCY INVESTMENT GUIDELINES TABLES ALLOWABLE INVESTMENT INSTRUMENTS PER STATE GOVERNMENT CODE (AS OF JANUARY 1, 2020) APPLICABLE TOO ALL LOCAL AGENCIES (FIGURE 1) -LOCAL AGENCY INVESTMENT GUIDELINES.......................................................... Page ALLOWABLE INVESTMENT INSTRUMENTS TABLE OF NOTES FOR FIGURE 1 - LOCAL AGENCY INVESTMENT GUIDELINES..............................................................................................................Pages ii-iii APPENDIX III. GLOSSARY OF REFERENCED TERMS - CITY OF SANTA ANA INVESTMENT POLICY AND RELATED CALIFORNIA CODES.............................................................Pages A-H APPENDIX IV. GLOSSARY OF ADDITIONAL COMMON PUBLIC LOCAL AGENCY INVESTMENT TERMS ............ Pages I-L APPENDIX V. BROKER -DEALER QUESTIONNAIRE AND CERTIFICATION FORM ............................................. Pages M-O City of Santa - Annual Page 24 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-30 CORPORATIONS CODE - CORP TITLE 4. SECURITIES [25000 - 315161 ( Title 4 added by Slats. 1949, Ch. 384. ) DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 257071 ( Division 1 repealed and added by Slats. 1968, Ch. 88. ) PART 1. DEFINITIONS [25000-250231 ( Part 1 added by Slats. 1968, Ch. 88. ) CORPORATIONS CODE SECTION 25004. (a) "Broke r-clealer' means any person engaged in the business of effecting transactions in securities in this state for the account of others or for his own account. "Broke r-dea le r' also includes a person engaged in the regular business of issuing or guaranteeing options with regard to securities not of his own issue. "Broker - dealer' does not include any of the following: (1) Any other issuer. (2) An agent, when an employee of a broker -dealer or issuer. (3) A bank, trust company, or savings and loan association. (4) Any person insofar as he buys or sells securities for his own account, either individually or in some fiduciary capacity, but not as part of a regular business. (5) A person who has no place of business in this state if he effects transactions in this state exclusively with (A) the issuers of the securities involved in the transactions or (B) other broker -dealers. (6) A broker licensed by the Real Estate Commissioner of this state when engaged in transactions in securities exempted by subdivision (f) or (p) of Section 25100 or in securities the issuance of which is subject to authorization by the Real Estate Commissioner of this state or in transactions exempted by subdivision (e) of Section 25102. (7) An exchange certified by the Commissioner of Corporations pursuant to this section when it is issuing or guaranteeing options. The commissioner may by order certify an exchange under this section upon such conditions as he by rule or order deems appropriate, and upon notice and opportunity to be heard he may suspend or revoke such certification, if he finds such certification, suspension, or revocation to be in the public interest and necessary and appropriate for the protection of investors. (b) For purposes of this section, an agent is an employee of a broker -dealer under paragraph (2) of subdivision (a) when the agent is employed by or associated with the broker -dealer under all of the following conditions: (1) The agent is subject to the supervision and control of the broker -dealer. (2) The agent performs under the name, authority, and marketing policies of the broker -dealer. (3) The agent discloses to investors the identity of the broker -dealer. (4) The agent is reported pursuant to subdivision (c) of Section 25210 and the rules adopted thereunder. (Amended by Slats. 2004, Ch. 461, Sec. 1. Effective January 1, 2005). City of Santa - Annual Page 25 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-31 FINANCIAL CODE - FIN DIVISION 2. SAVINGS ASSOCIATION LAW [5000-100091 ( Division 2 repealed and added by Slats. 1983, Ch. 1091, Sec. 2. ) CHAPTER 1. Short Title, General Definitions, and General Provisions [5000 - 5330] ( Chapter 1 added by Slats. 1983, Ch. 1091, Sec. 2. ) ARTICLE 2. General Definitions [5100 - 5124] (Article 2 added by Slats. 1983, Ch. 1091, Sea 2. ) FINANCIAL CODE SECTION 5102. (a) "Association" or "savings association" means a mutual or stock savings association, savings and loan association or savings bank subject to the provisions of this division, but excluding a federal association. (b) "Federal association' means a savings and loan association or federal savings bank that is chartered by the Office of Thrift Supervision under Section 5 of the Home Owners' Loan Act of 1933 (12 U.S.C. Sec. 1464), as amended. (Amended by Slats. 1990, Ch. 1118, Sec. 8.) City of Santa - Annual Page 26 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-32 GOVERNMENT CODE - GOV TITLE 2. GOVERNMENT OF THE STATE OF CALIFORNIA [8000 - 229801 ( Title 2 enacted by Slats. 1943, Ch. 134. ) DIVISION 4. FISCAL AFFAIRS [16100-17700] ( Division 4 added by Slats. 1945, Ch. 119. ) PART 2. STATE FUNDS [16300-16649.95] ( Part 2 added by Slats. 1945, Ch. 120. ) CHAPTER 2. Special Funds [16346-16429.41 ( Chapter 2 added by Slats. 1945, Ch. 120. ) ARTICLE 11. Local Agency Investment Fund [16429.1-16429.41 (Article 11 added by Slats. 1976, Ch. 730. ) GOVERNMENT CODE SECTION 16429.1. (a) There is in trust in the custody of the Treasurer the Local Agency Investment Fund, which fund is hereby created. The Controller shall maintain a separate account for each governmental unit having deposits in this fund. (b) Notwithstanding any other law, a local governmental official, with the consent of the governing body of that agency, having money in its treasury not required for immediate needs, may remit the money to the Treasurer for deposit in the Local Agency Investment Fund for the purpose of investment. (c) Notwithstanding any other law, an officer of any nonprofit corporation whose membership is confined to public agencies or public officials, or an officer of a qualified quasi -governmental agency, with the consent of the governing body of that agency, having money in its treasury not required for immediate needs, may remit the money to the Treasurer for deposit in the Local Agency Investment Fund for the purpose of investment. (d) Notwithstanding any other law or provision of this section, a local agency, with the approval of its governing body, may deposit in the Local Agency Investment Fund proceeds of the issuance of bonds, notes, certificates of participation, or other evidences of indebtedness of the agency pending expenditure of the proceeds for the authorized purpose of their issuance. In connection with these deposits of proceeds, the Local Agency Investment Fund is authorized to receive and disburse moneys, and to provide information, directly with or to an authorized officer of a trustee or fiscal agent engaged by the local agency, the Local Agency Investment Fund is authorized to hold investments in the name and for the account of that trustee or fiscal agent, and the Controller shall maintain a separate account for each deposit of proceeds. (e) The local governmental unit, the nonprofit corporation, or the quasi -governmental agency has the exclusive determination of the length of time its money will be on deposit with the Treasurer. (f) The trustee or fiscal agent of the local governmental unit has the exclusive determination of the length of time proceeds from the issuance of bonds will be on deposit with the Treasurer. (g) The Local Investment Advisory Board shall determine those quasi -governmental agencies which qualify to participate in the Local Agency Investment Fund. (h) The Treasurer may refuse to accept deposits into the fund if, in the judgment of the Treasurer, the deposit would adversely affect the state's portfolio. City of Santa - Annual Page 27 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-33 (i) The Treasurer may invest the money of the fund in securities prescribed in Section 16430. The Treasurer may elect to have the money of the fund invested through the Surplus Money Investment Fund as provided in Article 4 (commencing with Section 16470) of Chapter 3. 0) Money in the fund shall be invested to achieve the objective of the fund which is to realize the maximum return consistent with safe and prudent treasury management. (k) All instruments of title of all investments of the fund shall remain in the Treasurer's vault or be held in safekeeping under control of the Treasurer in any federal reserve bank, or any branch thereof, or the Federal Home Loan Bank of San Francisco, with any trust company, or the trust department of any state or national bank. (1) Immediately at the conclusion of each calendar quarter, all interest earned and other increment derived from investments shall be distributed by the Controller to the contributing governmental units or trustees or fiscal agents, nonprofit corporations, and quasi-govemmental agencies in amounts directly proportionate to the respective amounts deposited in the Local Agency Investment Fund and the length of time the amounts remained therein. An amount equal to the reasonable costs incurred in carrying out the provisions of this section, not to exceed a maximum of 5 percent of the earnings of this fund and not to exceed the amount appropriated in the annual Budget Act for this function, shall be deducted from the earnings prior to distribution. However, if the 13-week Daily Treasury Bill Rate, as published by the United States Department of the Treasury on the last day of the state's fiscal year is below 1 percent, then the above -noted reasonable costs shall not exceed a maximum of 8 percent of the earnings of this fund for the subsequent fiscal year, shall not exceed the amount appropriated in the annual Budget Act for this function, and shall be deducted from the earnings prior to distribution. The amount of the deduction shall be credited as reimbursements to the state agencies, including the Treasurer, the Controller, and the Department of Finance, having incurred costs in carrying out the provisions of this section. (m) The Treasurer shall prepare for distribution a monthly report of investments made during the preceding month. (n) As used in this section, "local agency," "local governmental unit," and "local governmental official" includes a campus or other unit and an official, respectively, of the California State University who deposits moneys in funds described in Sections 89721, 89722, and 89725 of the Education Code. (Amended by Stats. 2014, Ch. 28, Sec. 39. Effective June 20, 2014). City of Santa - Annual Page 28 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-34 GOVERNMENT CODE - GOV TITLE 5. LOCAL AGENCIES [50001 - 575501 ( Title 5 added by Slats. 1949, Ch. 81. ) DIVISION 2. CITIES, COUNTIES, AND OTHER AGENCIES [53000 - 558211 ( Division 2 added by Slats. 1949, Ch. 81. ) PART 1. POWERS AND DUTIES COMMON TO CITIES, COUNTIES, AND OTHER AGENCIES [53000 - 54999.71 ( Part 1 added by Slats. 1949, Ch. 81. ) CHAPTER 4. Financial Affairs [53600 - 53997] ( Chapter 4 added by Slats. 1949, Ch. 81. ) ARTICLE 2. Deposit of Funds [53630 - 53686] (Article 2 added by Slats. 1949, Ch. 81. ) GOVERNMENT CODE SECTION 53630. As used in this article: (a) "Local agency' means county, city, city and county, including a chartered city or county, a community college district, orother public agency orcorporation in this state. (b) "Treasurer" means treasurer of the local agency. (c) "Depository" means a state or national bank, savings association orfederal association, a state orfederal credit union, or a federally insured industrial loan company, in this state in which the moneys of a local agency are deposited. (d) "Agent of depository' means a trust company ortrust department of a state or national bank located in this state, including the trust department of a depository where authorized, and the Federal Home Loan Bank of San Francisco, which is authorized to act as an agent of depository for the purposes of this article pursuant to Section 53657. (e) "Security" means any of the eligible securities orobligations listed in Section 53651. (f) "Pooled securities" means eligible securities held by an agent of depository for a depository and securing deposits of one or more local agencies. (g) "Administrator' means the Administrator of Local Agency Security of the State of California (h) "Savings association or federal association' means a savings association, savings and loan association, or savings bank as defined by Section 5102 of the Financial Code. (i) "Federally insured industrial loan company' means an industrial loan company licensed under Division 7 (commencing with Section 18000) of the Financial Code, the investment certificates of which are insured by the Federal Deposit Insurance Corporation. Q) "Corporation" includes a limited liability company. (Amended by Slats. 2004, Ch. 118, Sec. 19.7. Effective January 1, 2005). City of Santa - Annual Page 29 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-35 GOVERNMENT CODE SECTION 53635. (a) This section shall apply to a local agency that is a county, a city and county, or other local agency that pools money in deposits or investments with other local agencies, including local agencies that have the same governing body. However, Section 53601 shall apply to all local agencies that pool money in deposits or investments exclusively with local agencies that have the same governing body. This section shall be interpreted in a manner that recognizes the distinct characteristics of investment pools and the distinct administrative burdens on managing and investing funds on a pooled basis pursuant to Article 6 (commencing with Section 27130) of Chapter 5 of Division 2 of Title 3. A local agency that is a county, a city and county, or other local agency that pools money in deposits or investments with other agencies may invest in commercial paper pursuant to subdivision (h) of Section 53601, except that the local agency shall be subject to the following concentration limits: (1) No more than 40 percent of the local agency's money may be invested in eligible commercial paper. (2) No more than 10 percent of the total assets of the investments held by a local agency may be invested in any one issuer's commercial paper. (b) Notwithstanding Section 53601, the City of Los Angeles shall be subject to the concentration limits of this section for counties and for cities and counties with regard to the investment of money in eligible commercial paper. (c) A local agency subject to this section may invest in commercial paper, debt securities, or other obligations of a public bank, as defined in Section 57600. (Amended by Stats. 2019, Ch. 44Z Sec. 12. (AB 857) Effective January 1, 2020). City of Santa - Annual Page 30 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-36 GOVERNMENT CODE SECTION 53601. This section shall apply to a local agency that is a city, a district, or other local agency that does not pool money in deposits or investments with other local agencies, other than local agencies that have the same governing body. However, Section 53635 shall apply to all local agencies that pool money in deposits or investments with other local agencies that have separate governing bodies. The legislative body of a local agency having moneys in a sinking fund or moneys in its treasury not required for the immediate needs of the local agency may invest any portion of the moneys that it deems wise or expedient in those investments set forth below. A local agency purchasing or obtaining any securities prescribed in this section, in a negotiable, bearer, registered, or nonregistered format, shall require delivery of the securities to the local agency, including those purchased for the agency by financial advisers, consultants, or managers using the agency's funds, by book entry, physical delivery, or by third -party custodial agreement. The transfer of securities to the counterparty bank's customer book entry account may be used for book entry delivery. For purposes of this section, "counterparty' means the other party to the transaction. A counterparty bank's trust department or separate safekeeping department may be used for the physical delivery of the security if the security is held in the name of the local agency. Where this section specifies a percentage limitation for a particular category of investment, that percentage is applicable only at the date of purchase. Where this section does not specify a limitation on the term or remaining maturity at the time of the investment, no investment shall be made in any security, other than a security underlying a repurchase or reverse repurchase agreement or securities lending agreement authorized by this section, that at the time of the investment has a term remaining to maturity in excess of five years, unless the legislative body has granted express authority to make that investment either specifically or as a part of an investment program approved by the legislative body no less than three months prior to the investment: (a) Bonds issued by the local agency, including bonds payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by the local agency or by a department, board, agency, or authority of the local agency. (b) United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. (c) Registered state warrants or treasury notes or bonds of this state, including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by the state or by a department, board, agency, or authority of the state. (d) Registered treasury notes or bonds of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 states, in addition to California. (e) Bonds, notes, warrants, or other evidences of indebtedness of a local agency within this state, including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the local agency. (f) Federal agency or United States government -sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government -sponsored enterprises. (g) Bankers' acceptances otherwise known as bills of exchange or time drafts that are drawn on and accepted by a commercial bank. Purchases of bankers' acceptances shall not exceed 180 days' maturity or 40 percent of the agency's moneys that may be invested pursuant to this section. However, no more than 30 percent of the agency's moneys may be invested in the bankers' acceptances of any one commercial bank pursuant to this section. City of Santa - Annual Page 31 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-37 This subdivision does not preclude a municipal utility district from investing moneys in its treasury in a manner authorized by the Municipal Utility District Act (Division 6 (commencing with Section 11501) of the Public Utilities Code). (h) Commercial paper of "prime" quality of the highest ranking or of the highest letter and number rating as provided for by a nationally recognized statistical rating organization (NRSRO). The entity that issues the commercial paper shall meet all of the following conditions in either paragraph (1) or (2): (1) The entity meets the following criteria: (A) Is organized and operating in the United States as a general corporation. (B) Has total assets in excess of five hundred million dollars ($500,000,000). (C) Has debt other than commercial paper, if any, that is rated "A" or higher by an NRSRO. (2) The entity meets the following criteria: (A) Is organized within the United States as a special purpose corporation, trust, or limited liability company. (B) Has program wide credit enhancements including, but not limited to, overcollateralization, letters of credit, or a surety bond. (C) Has commercial paper that is rated "A-1" or higher, or the equivalent, by an NRSRO. Eligible commercial paper shall have a maximum maturity of 270 days or less. Local agencies, other than counties or a city and county, may invest no more than 25 percent of their moneys in eligible commercial paper. Local agencies, other than counties or a city and county, may purchase no more than 10 percent of the outstanding commercial paper of any single issuer. Counties or a city and county may invest in commercial paper pursuant to the concentration limits in subdivision (a) of Section 53635. (i) Negotiable certificates of deposit issued by a nationally or state -chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union, or by a federally licensed or state -licensed branch of a foreign bank. Purchases of negotiable certificates of deposit shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. For purposes of this section, negotiable certificates of deposit do not come within Article 2 (commencing with Section 53630), except that the amount so invested shall be subject to the limitations of Section 53638. The legislative body of a local agency and the treasurer or other official of the local agency having legal custody of the moneys are prohibited from investing local agency funds, or funds in the custody of the local agency, in negotiable certificates of deposit issued by a state or federal credit union if a member of the legislative body of the local agency, or a person with investment decision -making authority in the administrative office manager's office, budget office, auditor -controller's office, or treasurer's office of the local agency also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificates of deposit. Q) (1) Investments in repurchase agreements or reverse repurchase agreements or securities lending agreements of securities authorized by this section, as long as the agreements are subject to this subdivision, including the delivery requirements specified in this section. (2) Investments in repurchase agreements may be made, on an investment authorized in this section, when the term of the agreement does not exceed one year. The market value of securities that underlie a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities and the value shall be adjusted no less than quarterly. Since the market value of the underlying securities is subject to daily market fluctuations, the investments in repurchase agreements shall be in compliance if the value of the underlying securities is brought back up to 102 percent no later than the next business day. City of Santa - Annual Page 32 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-38 (3) Reverse repurchase agreements or securities lending agreements may be utilized only when all of the following conditions are met: (A) The security to be sold using a reverse repurchase agreement or securities lending agreement has been owned and fully paid for by the local agency for a minimum of 30 days prior to sale. (B) The total of all reverse repurchase agreements and securities lending agreements on investments owned by the local agency does not exceed 20 percent of the base value of the portfolio. (C) The agreement does not exceed a term of 92 days, unless the agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity date of the same security. (D) Funds obtained or funds within the pool of an equivalent amount to that obtained from selling a security to a counterparty using a reverse repurchase agreement or securities lending agreement shall not be used to purchase another security with a maturity longer than 92 days from the initial settlement date of the reverse repurchase agreement or securities lending agreement, unless the reverse repurchase agreement or securities lending agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity date of the same security. (4) (A) Investments in reverse repurchase agreements, securities lending agreements, or similar investments in which the local agency sells securities prior to purchase with a simultaneous agreement to repurchase the security may be made only upon prior approval of the governing body of the local agency and shall be made only with primary dealers of the Federal Reserve Bank of New York or with a nationally or state -chartered bank that has or has had a significant banking relationship with a local agency. (B) For purposes of this chapter, "significant banking relationship' means any of the following activities of a bank: (i) Involvement in the creation, sale, purchase, or retirement of a local agency's bonds, warrants, notes, or other evidence of indebtedness. (ii) Financing of a local agency's activities. (iii) Acceptance of a local agency's securities or funds as deposits. (5) (A) "Repurchase agreement" means a purchase of securities by the local agency pursuant to an agreement by which the counterparty sellerwill repurchase the securities on or before a specified date and for a specified amount and the counterparty will deliver the underlying securities to the local agency by book entry, physical delivery, or by third -party custodial agreement. The transfer of underlying securities to the counterparty bank's customer book -entry account may be used for book -entry delivery. (B) "Securities," for purposes of repurchase underthis subdivision, means securities of the same issuer, description, issue date, and maturity. (C) "Reverse repurchase agreement" means a sale of securities by the local agency pursuant to an agreement by which the local agency will repurchase the securities on or before a specified date and includes other comparable agreements. (D) "Securities lending agreement" means an agreement under which a local agency agrees to transfer securities to a borrowerwho, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral. (E) For purposes of this section, the base value of the local agency's pool portfolio shall be that dollar amount obtained by totaling all cash balances placed in the pool by all pool participants, excluding any City of Santa - Annual Page 33 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-39 amounts obtained through selling securities by way of reverse repurchase agreements, securities lending agreements, or other similar borrowing methods. (F) For purposes of this section, the spread is the difference between the cost of funds obtained using the reverse repurchase agreement and the earnings obtained on the reinvestment of the funds. (k) Medium -term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment under this subdivision shall be rated "A" or better by an NRSRO. Purchases of medium -term notes shall not include other instruments authorized by this section and shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. (I) (1) Shares of beneficial interest issued by diversified management companies that invest in the securities and obligations as authorized by subdivisions (a) to (k), inclusive, and subdivisions (m) to (q), inclusive, and that comply with the investment restrictions of this article and Article 2 (commencing with Section 53630). However, notwithstanding these restrictions, a counterparty to a reverse repurchase agreement or securities lending agreement is not required to be a primary dealer of the Federal Reserve Bank of New York if the company's board of directors finds that the counterparty presents a minimal risk of default, and the value of the securities underlying a repurchase agreement or securities lending agreement may be 100 percent of the sales price if the securities are marked to market daily. (2) Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.). (3) If investment is in shares issued pursuant to paragraph (1), the company shall have met either of the following criteria: (A) Attained the highest ranking orthe highest letterand numerical rating provided by not less than two NRSROs. (B) Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience investing in the securities and obligations authorized by subdivisions (a) to (k), inclusive, and subdivisions (m) to (q), inclusive, and with assets under management in excess of five hundred million dollars ($500,000,000). (4) If investment is in shares issued pursuant to paragraph (2), the company shall have met either of the following criteria: (A) Attained the highest ranking orthe highest letterand numerical rating provided by not less than two NRSROs. (B) Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($500,000,000). (5) The purchase price of shares of beneficial interest purchased pursuant to this subdivision shall not include commission that the companies may charge and shall not exceed 20 percent of the agency's moneys that may be invested pursuant to this section. However, no more than 10 percent of the agency's funds may be invested in shares of beneficial interest of any one mutual fund pursuant to paragraph (1). (m) Moneys held by a trustee or fiscal agent and pledged to the payment or security of bonds or other indebtedness, or obligations under a lease, installment sale, or other agreement of a local agency, or certificates of participation in those bonds, indebtedness, or lease installment sale, or other agreements, may be invested in accordance with the statutory provisions governing the issuance of those bonds, indebtedness, or lease installment sale, or other agreement, or to the extent not inconsistent therewith or if City of Santa - Annual Page 34 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-40 there are no specific statutory provisions, in accordance with the ordinance, resolution, indenture, or agreement of the local agency providing for the issuance. (n) Notes, bonds, or other obligations that are at all times secured by a valid first priority security interest in securities of the types listed by Section 53651 as eligible securities for the purpose of securing local agency deposits having a market value at least equal to that required by Section 53652 for the purpose of securing local agency deposits. The securities serving as collateral shall be placed by delivery or book entry into the custody of a trust company orthe trust department of a bank that is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in accordance with the requirements of the Uniform Commercial Code or federal regulations applicable to the types of securities in which the security interest is granted. (o) A mortgage pass -through security, collateralized mortgage obligation, mortgage -backed or other pay - through bond, equipment lease -backed certificate, consumer receivable pass -through certificate, or consumer receivable -backed bond. Securities eligible for investment under this subdivision shall be rated in a rating category of "AA" or its equivalent or better by an NRSRO and have a maximum remaining maturity of five years or less. Purchase of securities authorized by this subdivision shall not exceed 20 percent of the agency's surplus moneys that may be invested pursuant to this section. (p) Shares of beneficial interest issued by a joint powers authority organized pursuant to Section 6509.7 that invests in the securities and obligations authorized in subdivisions (a) to (q), inclusive. Each share shall represent an equal proportional interest in the underlying pool of securities owned by the joint powers authority. To be eligible underthis section, the joint powers authority issuing the shares shall have retained an investment adviser that meets all of the following criteria: (1) The adviser is registered or exempt from registration with the Securities and Exchange Commission (2) The adviser has not less than five years of experience investing in the securities and obligations authorized in subdivisions (a) to (q), inclusive. (3) The adviser has assets under management in excess of five hundred million dollars ($500,000,000). (q) United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter -American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated "AA" or better by an NRSRO and shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. (Amended by Stats. 2014, Ch. 59, Sec. 1. Effective January 1, 2015). GOVERNMENT CODE SECTION 53601.1. The authority of a local agency to invest funds pursuant to Section 53601 includes, in addition thereto, authority to invest in financial futures or financial option contracts in any of the investment categories enumerated in that section. (Added by Stats. 1983, Ch. 534, Sec. 3.) City of Santa - Annual Page 35 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-41 GOVERNMENT CODE SECTION 53601.6. (a) A local agency shall not invest any funds pursuant to this article or pursuant to Article 2 (commencing with Section 53630) in inverse floaters, range notes, or mortgage -derived, interest -only strips. (b) A local agency shall not invest any funds pursuant to this article or pursuant to Article 2 (commencing with Section 53630) in any security that could result in zero interest accrual if held to maturity. However, a local agency may hold prohibited instruments until their maturity dates. The limitation in this subdivision shall not apply to local agency investments in shares of beneficial interest issued by diversified management companies registered under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.) that are authorized for investment pursuant to subdivision (1) of Section 53601. (Amended by Stats. 2009, Ch. 332, Sec. 68.1. Effective January 1, 2010). 53601.8. Notwithstanding any other provision of this code, a local agency that has the authority under law to invest funds, at its discretion, may invest a portion of its surplus funds in deposits at a commercial bank, savings bank, savings and loan association, or credit union that uses a private sector entity that assists in the placement of deposits. The following conditions shall apply: (a) The local agency shall choose a nationally or state -chartered commercial bank, savings bank, savings and loan association, or credit union in this state to invest the funds, which shall be known as the "selected" depository institution. (b) The selected depository institution may use a private sector entity to help place local agency deposits with one or more commercial banks, savings banks, savings and loan associations, or credit unions that are located in the United States and are within the network used by the private sector entity for this purpose. (c) The selected depository institution shall request that the local agency inform it of depository institutions at which the local agency has other deposits, and the selected depository institution shall provide that information to the private sector entity. (d) Any private sector entity used by a selected depository institution to help place its local agency deposits shall maintain policies and procedures requiring all of the following: (1) The full amount of each deposit placed pursuant to subdivision (b) and the interest that may accrue on each such deposit shall at all times be insured by the Federal Deposit Insurance Corporation or the National Credit Union Administration. (2) Every depository institution where funds are placed shall be capitalized at a level that is sufficient, and be otherwise eligible, to receive such deposits pursuant to regulations of the Federal Deposit Insurance Corporation or the National Credit Union Administration, as applicable. (3) At the time of the local agency's investment with a selected depository institution and no less than monthly thereafter, the private sector entity shall ensure that the local agency is provided with an inventory of all depository institutions in which deposits have been placed on the local agency's behalf, that are within the private sector entity's network. (4) Within its network, the private sector entity shall ensure that it does not place additional deposits from a particular local agency with any depository institution identified pursuant to subdivision (c) as holding that local agency's deposits if those additional deposits would result in that local agency's total amount on City of Santa - Annual Page 36 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-42 deposit at that depository institution exceeding the Federal Deposit Insurance Corporation or the National Credit Union Administration insurance limit. (e) If a selected depository uses two or more private sector entities to assist in the placement of a local agency's deposits, the selected depository shall ensure that it does not place additional deposits from a particular local agency with a depository institution if those additional deposits would result in that local agency's total amount on deposit at that depository institution exceeding the Federal Deposit Insurance Corporation or the National Credit Union Administration insurance limit. (f) The selected depository institution shall serve as a custodian for each such deposit (g) On the same date that the local agency's funds are placed pursuant to subdivision (b) by the private sector entity, the selected depository institution shall receive an amount of insured deposits from other financial institutions that, in total, are equal to, or greater than, the full amount of the principal that the local agency initially deposited through the selected depository institution pursuant to subdivision (b). (h) Notwithstanding subdivisions (a) to (g), inclusive, a credit union shall not act as a selected depository institution under this section unless both of the following conditions are satisfied: (1) The credit union offers federal depository insurance through the National Credit Union Administration. (2) The credit union is in possession of written guidance or other written communication from the National Credit Union Administration authorizing participation of federally insured credit unions in one or more deposit placement services and affirming that the moneys held by those credit unions while participating in a deposit placement service will at all times be insured by the federal government. (i) It is the intent of the Legislature that this section shall not restrict competition among private sector entities that provide placement services pursuant to this section. Q) The deposits placed pursuant to this section shall be subject to Section 53638 and shall not, in total, exceed 30 percent of the agency's funds that may be invested for this purpose. (k) This section shall become operative on January 1, 2026. (Repealed and added by Slats. 2019, Ch. 619, Sec. 3. (AB 945) Effective January 1, 2020. Section operative January 1, 2026, by its own provisions.) City of Santa - Annual Statement of Investment Policy Page 37 July 1, 2020 - June 30, 2021 55A-43 GOVERNMENT CODE SECTION 53638. (a) The deposit shall not exceed the shareholder's equity of any depository bank. For the purposes of this subdivision, shareholder's equity shall be determined in accordance with Section 463 of the Financial Code, but shall be deemed to include capital notes and debentures. (b) The deposit shall not exceed the total of the net worth of any depository savings association or federal association, except that deposits not exceeding a total of five hundred thousand dollars ($500,000) may be made to a savings association or federal association without regard to the net worth of that depository, if such deposits are insured or secured as required by law. (c) The deposit to the share accounts of any regularly chartered credit union shall not exceed the total of the unimpaired capital and surplus of the credit union, as defined by rule of the Commissioner of Financial Institutions, except that the deposit to any credit union share account in an amount not exceeding five hundred thousand dollars ($500,000) may be made if the share accounts of that credit union are insured or guaranteed pursuant to Section 14858 of the Financial Code or are secured as required by law. (d) The deposit in investment certificates of a federally insured industrial loan company shall not exceed the total of the unimpaired capital and surplus of the insured industrial loan company. (Amended by Stats. 2015, Ch. 190, Sec. 64. Effective January 1, 2016). GOVERNMENT CODE SECTION 53646. (a) (1) In the case of county government, the treasurer may annually render to the board of supervisors and any oversight committee a statement of investment policy, which the board shall review and approve at a public meeting. Any change in the policy shall also be reviewed and approved by the board at a public meeting. (2) In the case of any other local agency, the treasurer or chief fiscal officer of the local agency may annually render to the legislative body of that local agency and any oversight committee of that local agency a statement of investment policy, which the legislative body of the local agency shall consider at a public meeting. Any change in the policy shall also be considered by the legislative body of the local agency at a public meeting. (b) (1) The treasurer or chief fiscal officer may render a quarterly report to the chief executive officer, the internal auditor, and the legislative body of the local agency. The quarterly report shall be so submitted within 30 days following the end of the quarter covered by the report. Except as provided in subdivisions (e) and (f), this report shall include the type of investment, issuer, date of maturity, par and dollar amount invested on all securities, investments and moneys held by the local agency, and shall additionally include a description of any of the local agency's funds, investments, or programs, that are under the management of contracted parties, including lending programs. With respect to all securities held by the local agency, and under management of any outside party that is not also a local agency or the State of California Local Agency Investment Fund, the report shall also include a current market value as of the date of the report, and shall include the source of this same valuation. (2) The quarterly report shall state compliance of the portfolio to the statement of investment policy, or manner in which the portfolio is not in compliance. City of Santa - Annual Page 38 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-44 (3) The quarterly report shall include a statement denoting the ability of the local agency to meet its pool's expenditure requirements for the next six months, or provide an explanation as to why sufficient money shall, or may, not be available. (4) In the quarterly report, a subsidiary ledger of investments may be used in accordance with accepted accounting practices. (c) Pursuant to subdivision (b), the treasurer or chief fiscal officer shall report whatever additional information or data may be required by the legislative body of the local agency. (d) The legislative body of a local agency may elect to require the report specified in subdivision (b) to be made on a monthly basis instead of quarterly. (e) For local agency investments that have been placed in the Local Agency Investment Fund, created by Section 16429.1, in National Credit Union Share Insurance Fund -insured accounts in a credit union, in accounts insured or guaranteed pursuant to Section 14858 of the Financial Code, or in Federal Deposit Insurance Corporation -insured accounts in a bank or savings and loan association, in a county investment pool, or any combination of these, the treasurer or chief fiscal officer may supply to the governing body, chief executive officer, and the auditor of the local agency the most recent statement or statements received by the local agency from these institutions in lieu of the information required by paragraph (1) of subdivision (b) regarding investments in these institutions. (f) The treasurer or chief fiscal officer shall not be required to render a quarterly report, as required by subdivision (b), to a legislative body or any oversight committee of a school district or county office of education for securities, investments, or moneys held by the school district or county office of education in individual accounts that are less than twenty-five thousand dollars ($25,000). (g) In recognition of the state and local interests served by the actions made optional in subdivisions (a) and (b), the Legislature encourages the local agency officials to continue taking the actions formerly mandated by this section. However, nothing in this subdivision may be construed to impose any liability on a local agency that does not continue to take the formerly mandated action. (Amended by Stats. 2009, Ch. 332, Sec. 68.5. Effective January 1, 2010.) City of Santa - Annual Page 39 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-45 APPENDICIES TABLE OF APPENDICIES...................................................................................................................... Page 24 APPENDIX I. CALIFORNIA INVESTMENT CODE ABSTRACTS CORPORATIONS CODE SECTION 25004........................................................................................... Page 25 FINANCIAL CODE SECTION 5102........................................................................................................ Page 26 GOVERNMENT CODE SECTION 16429.1............................................................................................ Page 27 GOVERNMENT CODE SECTION 53630............................................................................................... Page 29 GOVERNMENT CODE SECTION 53635............................................................................................... Page 30 GOVERNMENT CODE SECTION 53601............................................................................................... Page 31 GOVERNMENT CODE SECTION 53601.1............................................................................................ Page 35 GOVERNMENT CODE SECTION 53601.6............................................................................................ Page 36 GOVERNMENT CODE SECTION 53601.8............................................................................................ Page 36 GOVERNMENT CODE SECTION 53638............................................................................................... Page 38 GOVERNMENT CODE SECTION 53646............................................................................................... Page 38 APPENDIX II. LOCAL AGENCY INVESTMENT GUIDELINES TABLES ALLOWABLE INVESTMENT INSTRUMENTS PER STATE GOVERNMENT CODE (AS OF JANUARY 1, 2020) APPLICABLE TOO ALL LOCAL AGENCIES (FIGURE 1) -LOCAL AGENCY INVESTMENT GUIDELINES.......................................................... Page ALLOWABLE INVESTMENT INSTRUMENTS TABLE OF NOTES FOR FIGURE 1 - LOCAL AGENCY INVESTMENT GUIDELINES..............................................................................................................Pages ii-iii APPENDIX III. GLOSSARY OF REFERENCED TERMS - CITY OF SANTA ANA INVESTMENT POLICY AND RELATED CALIFORNIA CODES.............................................................Pages A-H APPENDIX IV. GLOSSARY OF ADDITIONAL COMMON PUBLIC LOCAL AGENCY INVESTMENT TERMS ............ Pages I-L APPENDIX V. BROKER -DEALER QUESTIONNAIRE AND CERTIFICATION FORM ............................................. Pages M-O City of Santa - Annual Page 24 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-46 CORPORATIONS CODE - CORP TITLE 4. SECURITIES [25000 - 315161 ( Title 4 added by Slats. 1949, Ch. 384. ) DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 257071 ( Division 1 repealed and added by Slats. 1968, Ch. 88. ) PART 1. DEFINITIONS [25000-250231 ( Part 1 added by Slats. 1968, Ch. 88. ) CORPORATIONS CODE SECTION 25004. (a) "Broke r-clealer' means any person engaged in the business of effecting transactions in securities in this state for the account of others or for his own account. "Broke r-dea le r' also includes a person engaged in the regular business of issuing or guaranteeing options with regard to securities not of his own issue. "Broker - dealer' does not include any of the following: (1) Any other issuer. (2) An agent, when an employee of a broker -dealer or issuer. (3) A bank, trust company, or savings and loan association. (4) Any person insofar as he buys or sells securities for his own account, either individually or in some fiduciary capacity, but not as part of a regular business. (5) A person who has no place of business in this state if he effects transactions in this state exclusively with (A) the issuers of the securities involved in the transactions or (B) other broker -dealers. (6) A broker licensed by the Real Estate Commissioner of this state when engaged in transactions in securities exempted by subdivision (f) or (p) of Section 25100 or in securities the issuance of which is subject to authorization by the Real Estate Commissioner of this state or in transactions exempted by subdivision (e) of Section 25102. (7) An exchange certified by the Commissioner of Corporations pursuant to this section when it is issuing or guaranteeing options. The commissioner may by order certify an exchange under this section upon such conditions as he by rule or order deems appropriate, and upon notice and opportunity to be heard he may suspend or revoke such certification, if he finds such certification, suspension, or revocation to be in the public interest and necessary and appropriate for the protection of investors. (b) For purposes of this section, an agent is an employee of a broker -dealer under paragraph (2) of subdivision (a) when the agent is employed by or associated with the broker -dealer under all of the following conditions: (1) The agent is subject to the supervision and control of the broker -dealer. (2) The agent performs under the name, authority, and marketing policies of the broker -dealer. (3) The agent discloses to investors the identity of the broker -dealer. (4) The agent is reported pursuant to subdivision (c) of Section 25210 and the rules adopted thereunder. (Amended by Slats. 2004, Ch. 461, Sec. 1. Effective January 1, 2005). City of Santa - Annual Page 25 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-47 FINANCIAL CODE - FIN DIVISION 2. SAVINGS ASSOCIATION LAW [5000-100091 ( Division 2 repealed and added by Slats. 1983, Ch. 1091, Sec. 2. ) CHAPTER 1. Short Title, General Definitions, and General Provisions [5000 - 5330] ( Chapter 1 added by Slats. 1983, Ch. 1091, Sec. 2. ) ARTICLE 2. General Definitions [5100 - 5124] (Article 2 added by Slats. 1983, Ch. 1091, Sea 2. ) FINANCIAL CODE SECTION 5102. (a) "Association" or "savings association" means a mutual or stock savings association, savings and loan association or savings bank subject to the provisions of this division, but excluding a federal association. (b) "Federal association' means a savings and loan association or federal savings bank that is chartered by the Office of Thrift Supervision under Section 5 of the Home Owners' Loan Act of 1933 (12 U.S.C. Sec. 1464), as amended. (Amended by Slats. 1990, Ch. 1118, Sec. 8.) City of Santa - Annual Page 26 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-48 GOVERNMENT CODE - GOV TITLE 2. GOVERNMENT OF THE STATE OF CALIFORNIA [8000 - 229801 ( Title 2 enacted by Slats. 1943, Ch. 134. ) DIVISION 4. FISCAL AFFAIRS [16100-17700] ( Division 4 added by Slats. 1945, Ch. 119. ) PART 2. STATE FUNDS [16300-16649.95] ( Part 2 added by Slats. 1945, Ch. 120. ) CHAPTER 2. Special Funds [16346-16429.41 ( Chapter 2 added by Slats. 1945, Ch. 120. ) ARTICLE 11. Local Agency Investment Fund [16429.1-16429.41 (Article 11 added by Slats. 1976, Ch. 730. ) GOVERNMENT CODE SECTION 16429.1. (a) There is in trust in the custody of the Treasurer the Local Agency Investment Fund, which fund is hereby created. The Controller shall maintain a separate account for each governmental unit having deposits in this fund. (b) Notwithstanding any other law, a local governmental official, with the consent of the governing body of that agency, having money in its treasury not required for immediate needs, may remit the money to the Treasurer for deposit in the Local Agency Investment Fund for the purpose of investment. (c) Notwithstanding any other law, an officer of any nonprofit corporation whose membership is confined to public agencies or public officials, or an officer of a qualified quasi -governmental agency, with the consent of the governing body of that agency, having money in its treasury not required for immediate needs, may remit the money to the Treasurer for deposit in the Local Agency Investment Fund for the purpose of investment. (d) Notwithstanding any other law or provision of this section, a local agency, with the approval of its governing body, may deposit in the Local Agency Investment Fund proceeds of the issuance of bonds, notes, certificates of participation, or other evidences of indebtedness of the agency pending expenditure of the proceeds for the authorized purpose of their issuance. In connection with these deposits of proceeds, the Local Agency Investment Fund is authorized to receive and disburse moneys, and to provide information, directly with or to an authorized officer of a trustee or fiscal agent engaged by the local agency, the Local Agency Investment Fund is authorized to hold investments in the name and for the account of that trustee or fiscal agent, and the Controller shall maintain a separate account for each deposit of proceeds. (e) The local governmental unit, the nonprofit corporation, or the quasi -governmental agency has the exclusive determination of the length of time its money will be on deposit with the Treasurer. (f) The trustee or fiscal agent of the local governmental unit has the exclusive determination of the length of time proceeds from the issuance of bonds will be on deposit with the Treasurer. (g) The Local Investment Advisory Board shall determine those quasi -governmental agencies which qualify to participate in the Local Agency Investment Fund. (h) The Treasurer may refuse to accept deposits into the fund if, in the judgment of the Treasurer, the deposit would adversely affect the state's portfolio. City of Santa - Annual Page 27 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-49 (i) The Treasurer may invest the money of the fund in securities prescribed in Section 16430. The Treasurer may elect to have the money of the fund invested through the Surplus Money Investment Fund as provided in Article 4 (commencing with Section 16470) of Chapter 3. 0) Money in the fund shall be invested to achieve the objective of the fund which is to realize the maximum return consistent with safe and prudent treasury management. (k) All instruments of title of all investments of the fund shall remain in the Treasurer's vault or be held in safekeeping under control of the Treasurer in any federal reserve bank, or any branch thereof, or the Federal Home Loan Bank of San Francisco, with any trust company, or the trust department of any state or national bank. (1) Immediately at the conclusion of each calendar quarter, all interest earned and other increment derived from investments shall be distributed by the Controller to the contributing governmental units or trustees or fiscal agents, nonprofit corporations, and quasi-govemmental agencies in amounts directly proportionate to the respective amounts deposited in the Local Agency Investment Fund and the length of time the amounts remained therein. An amount equal to the reasonable costs incurred in carrying out the provisions of this section, not to exceed a maximum of 5 percent of the earnings of this fund and not to exceed the amount appropriated in the annual Budget Act for this function, shall be deducted from the earnings prior to distribution. However, if the 13-week Daily Treasury Bill Rate, as published by the United States Department of the Treasury on the last day of the state's fiscal year is below 1 percent, then the above -noted reasonable costs shall not exceed a maximum of 8 percent of the earnings of this fund for the subsequent fiscal year, shall not exceed the amount appropriated in the annual Budget Act for this function, and shall be deducted from the earnings prior to distribution. The amount of the deduction shall be credited as reimbursements to the state agencies, including the Treasurer, the Controller, and the Department of Finance, having incurred costs in carrying out the provisions of this section. (m) The Treasurer shall prepare for distribution a monthly report of investments made during the preceding month. (n) As used in this section, "local agency," "local governmental unit," and "local governmental official" includes a campus or other unit and an official, respectively, of the California State University who deposits moneys in funds described in Sections 89721, 89722, and 89725 of the Education Code. (Amended by Stats. 2014, Ch. 28, Sec. 39. Effective June 20, 2014). City of Santa - Annual Page 28 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-50 GOVERNMENT CODE - GOV TITLE 5. LOCAL AGENCIES [50001 - 575501 ( Title 5 added by Slats. 1949, Ch. 81. ) DIVISION 2. CITIES, COUNTIES, AND OTHER AGENCIES [53000 - 558211 ( Division 2 added by Slats. 1949, Ch. 81. ) PART 1. POWERS AND DUTIES COMMON TO CITIES, COUNTIES, AND OTHER AGENCIES [53000 - 54999.71 ( Part 1 added by Slats. 1949, Ch. 81. ) CHAPTER 4. Financial Affairs [53600 - 53997] ( Chapter 4 added by Slats. 1949, Ch. 81. ) ARTICLE 2. Deposit of Funds [53630 - 53686] (Article 2 added by Slats. 1949, Ch. 81. ) GOVERNMENT CODE SECTION 53630. As used in this article: (a) "Local agency' means county, city, city and county, including a chartered city or county, a community college district, orother public agency orcorporation in this state. (b) "Treasurer" means treasurer of the local agency. (c) "Depository" means a state or national bank, savings association orfederal association, a state orfederal credit union, or a federally insured industrial loan company, in this state in which the moneys of a local agency are deposited. (d) "Agent of depository' means a trust company ortrust department of a state or national bank located in this state, including the trust department of a depository where authorized, and the Federal Home Loan Bank of San Francisco, which is authorized to act as an agent of depository for the purposes of this article pursuant to Section 53657. (e) "Security" means any of the eligible securities orobligations listed in Section 53651. (f) "Pooled securities" means eligible securities held by an agent of depository for a depository and securing deposits of one or more local agencies. (g) "Administrator' means the Administrator of Local Agency Security of the State of California (h) "Savings association or federal association' means a savings association, savings and loan association, or savings bank as defined by Section 5102 of the Financial Code. (i) "Federally insured industrial loan company' means an industrial loan company licensed under Division 7 (commencing with Section 18000) of the Financial Code, the investment certificates of which are insured by the Federal Deposit Insurance Corporation. Q) "Corporation" includes a limited liability company. (Amended by Slats. 2004, Ch. 118, Sec. 19.7. Effective January 1, 2005). City of Santa - Annual Page 29 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-51 GOVERNMENT CODE SECTION 53635. (a) This section shall apply to a local agency that is a county, a city and county, or other local agency that pools money in deposits or investments with other local agencies, including local agencies that have the same governing body. However, Section 53601 shall apply to all local agencies that pool money in deposits or investments exclusively with local agencies that have the same governing body. This section shall be interpreted in a manner that recognizes the distinct characteristics of investment pools and the distinct administrative burdens on managing and investing funds on a pooled basis pursuant to Article 6 (commencing with Section 27130) of Chapter 5 of Division 2 of Title 3. A local agency that is a county, a city and county, or other local agency that pools money in deposits or investments with other agencies may invest in commercial paper pursuant to subdivision (h) of Section 53601, except that the local agency shall be subject to the following concentration limits: (1) No more than 40 percent of the local agency's money may be invested in eligible commercial paper. (2) No more than 10 percent of the total assets of the investments held by a local agency may be invested in any one issuer's commercial paper. (b) Notwithstanding Section 53601, the City of Los Angeles shall be subject to the concentration limits of this section for counties and for cities and counties with regard to the investment of money in eligible commercial paper. (c) A local agency subject to this section may invest in commercial paper, debt securities, or other obligations of a public bank, as defined in Section 57600. (Amended by Stats. 2019, Ch. 44Z Sec. 12. (AB 857) Effective January 1, 2020). City of Santa - Annual Page 30 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-52 GOVERNMENT CODE SECTION 53601. This section shall apply to a local agency that is a city, a district, or other local agency that does not pool money in deposits or investments with other local agencies, other than local agencies that have the same governing body. However, Section 53635 shall apply to all local agencies that pool money in deposits or investments with other local agencies that have separate governing bodies. The legislative body of a local agency having moneys in a sinking fund or moneys in its treasury not required for the immediate needs of the local agency may invest any portion of the moneys that it deems wise or expedient in those investments set forth below. A local agency purchasing or obtaining any securities prescribed in this section, in a negotiable, bearer, registered, or nonregistered format, shall require delivery of the securities to the local agency, including those purchased for the agency by financial advisers, consultants, or managers using the agency's funds, by book entry, physical delivery, or by third -party custodial agreement. The transfer of securities to the counterparty bank's customer book entry account may be used for book entry delivery. For purposes of this section, "counterparty" means the other party to the transaction. A counterparty bank's trust department or separate safekeeping department may be used for the physical delivery of the security if the security is held in the name of the local agency. Where this section specifies a percentage limitation for a particular category of investment, that percentage is applicable only at the date of purchase. Where this section does not specify a limitation on the term or remaining maturity at the time of the investment, no investment shall be made in any security, other than a security underlying a repurchase or reverse repurchase agreement or securities lending agreement authorized by this section, that at the time of the investment has a term remaining to maturity in excess of five years, unless the legislative body has granted express authority to make that investment either specifically or as a part of an investment program approved by the legislative body no less than three months prior to the investment: (a) Bonds issued by the local agency, including bonds payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by the local agency or by a department, board, agency, or authority of the local agency. (b) United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. (c) Registered state warrants or treasury notes or bonds of this state, including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by the state or by a department, board, agency, or authority of the state. (d) Registered treasury notes or bonds of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 states, in addition to California. (e) Bonds, notes, warrants, or other evidences of indebtedness of a local agency within this state, including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the local agency. (f) Federal agency or United States government -sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government -sponsored enterprises. (g) Bankers' acceptances otherwise known as bills of exchange or time drafts that are drawn on and accepted by a commercial bank. Purchases of bankers' acceptances shall not exceed 180 days' maturity or 40 percent of the agency's moneys that may be invested pursuant to this section. However, no more than 30 percent of the agency's moneys may be invested in the bankers' acceptances of any one commercial bank pursuant to this section. City of Santa - Annual Page 31 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-53 This subdivision does not preclude a municipal utility district from investing moneys in its treasury in a manner authorized by the Municipal Utility District Act (Division 6 (commencing with Section 11501) of the Public Utilities Code). (h) Commercial paper of "prime" quality of the highest ranking or of the highest letter and number rating as provided for by a nationally recognized statistical rating organization (NRSRO). The entity that issues the commercial paper shall meet all of the following conditions in either paragraph (1) or (2): (1) The entity meets the following criteria: (A) Is organized and operating in the United States as a general corporation. (B) Has total assets in excess of five hundred million dollars ($500,000,000). (C) Has debt other than commercial paper, if any, that is rated "A" or higher by an NRSRO. (2) The entity meets the following criteria: (A) Is organized within the United States as a special purpose corporation, trust, or limited liability company. (B) Has program wide credit enhancements including, but not limited to, overcollateralization, letters of credit, or a surety bond. (C) Has commercial paper that is rated "A-1" or higher, or the equivalent, by an NRSRO. Eligible commercial paper shall have a maximum maturity of 270 days or less. Local agencies, other than counties or a city and county, may invest no more than 25 percent of their moneys in eligible commercial paper. Local agencies, other than counties or a city and county, may purchase no more than 10 percent of the outstanding commercial paper of any single issuer. Counties or a city and county may invest in commercial paper pursuant to the concentration limits in subdivision (a) of Section 53635. (i) Negotiable certificates of deposit issued by a nationally or state -chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union, or by a federally licensed or state -licensed branch of a foreign bank. Purchases of negotiable certificates of deposit shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. For purposes of this section, negotiable certificates of deposit do not come within Article 2 (commencing with Section 53630), except that the amount so invested shall be subject to the limitations of Section 53638. The legislative body of a local agency and the treasurer or other official of the local agency having legal custody of the moneys are prohibited from investing local agency funds, or funds in the custody of the local agency, in negotiable certificates of deposit issued by a state or federal credit union if a member of the legislative body of the local agency, or a person with investment decision -making authority in the administrative office manager's office, budget office, auditor -controller's office, or treasurer's office of the local agency also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificates of deposit. Q) (1) Investments in repurchase agreements or reverse repurchase agreements or securities lending agreements of securities authorized by this section, as long as the agreements are subject to this subdivision, including the delivery requirements specified in this section. (2) Investments in repurchase agreements may be made, on an investment authorized in this section, when the term of the agreement does not exceed one year. The market value of securities that underlie a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities and the value shall be adjusted no less than quarterly. Since the market value of the underlying securities is subject to daily market fluctuations, the investments in repurchase agreements shall be in compliance if the value of the underlying securities is brought back up to 102 percent no later than the next business day. City of Santa - Annual Page 32 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-54 (3) Reverse repurchase agreements or securities lending agreements may be utilized only when all of the following conditions are met: (A) The security to be sold using a reverse repurchase agreement or securities lending agreement has been owned and fully paid for by the local agency for a minimum of 30 days prior to sale. (B) The total of all reverse repurchase agreements and securities lending agreements on investments owned by the local agency does not exceed 20 percent of the base value of the portfolio. (C) The agreement does not exceed a term of 92 days, unless the agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity date of the same security. (D) Funds obtained or funds within the pool of an equivalent amount to that obtained from selling a security to a counterparty using a reverse repurchase agreement or securities lending agreement shall not be used to purchase another security with a maturity longer than 92 days from the initial settlement date of the reverse repurchase agreement or securities lending agreement, unless the reverse repurchase agreement or securities lending agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity date of the same security. (4) (A) Investments in reverse repurchase agreements, securities lending agreements, or similar investments in which the local agency sells securities prior to purchase with a simultaneous agreement to repurchase the security may be made only upon prior approval of the governing body of the local agency and shall be made only with primary dealers of the Federal Reserve Bank of New York or with a nationally or state -chartered bank that has or has had a significant banking relationship with a local agency. (B) For purposes of this chapter, "significant banking relationship' means any of the following activities of a bank: (i) Involvement in the creation, sale, purchase, or retirement of a local agency's bonds, warrants, notes, or other evidence of indebtedness. (ii) Financing of a local agency's activities. (iii) Acceptance of a local agency's securities or funds as deposits. (5) (A) "Repurchase agreement" means a purchase of securities by the local agency pursuant to an agreement by which the counterparty sellerwill repurchase the securities on or before a specified date and for a specified amount and the counterparty will deliver the underlying securities to the local agency by book entry, physical delivery, or by third -party custodial agreement. The transfer of underlying securities to the counterparty bank's customer book -entry account may be used for book -entry delivery. (B) "Securities," for purposes of repurchase underthis subdivision, means securities of the same issuer, description, issue date, and maturity. (C) "Reverse repurchase agreement" means a sale of securities by the local agency pursuant to an agreement by which the local agency will repurchase the securities on or before a specified date and includes other comparable agreements. (D) "Securities lending agreement" means an agreement under which a local agency agrees to transfer securities to a borrowerwho, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral. (E) For purposes of this section, the base value of the local agency's pool portfolio shall be that dollar amount obtained by totaling all cash balances placed in the pool by all pool participants, excluding any City of Santa - Annual Page 33 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-55 amounts obtained through selling securities by way of reverse repurchase agreements, securities lending agreements, or other similar borrowing methods. (F) For purposes of this section, the spread is the difference between the cost of funds obtained using the reverse repurchase agreement and the earnings obtained on the reinvestment of the funds. (k) Medium -term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment under this subdivision shall be rated "A" or better by an NRSRO. Purchases of medium -term notes shall not include other instruments authorized by this section and shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. (I) (1) Shares of beneficial interest issued by diversified management companies that invest in the securities and obligations as authorized by subdivisions (a) to (k), inclusive, and subdivisions (m) to (q), inclusive, and that comply with the investment restrictions of this article and Article 2 (commencing with Section 53630). However, notwithstanding these restrictions, a counterparty to a reverse repurchase agreement or securities lending agreement is not required to be a primary dealer of the Federal Reserve Bank of New York if the company's board of directors finds that the counterparty presents a minimal risk of default, and the value of the securities underlying a repurchase agreement or securities lending agreement may be 100 percent of the sales price if the securities are marked to market daily. (2) Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.). (3) If investment is in shares issued pursuant to paragraph (1), the company shall have met either of the following criteria: (A) Attained the highest ranking orthe highest letterand numerical rating provided by not less than two NRSROs. (B) Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience investing in the securities and obligations authorized by subdivisions (a) to (k), inclusive, and subdivisions (m) to (q), inclusive, and with assets under management in excess of five hundred million dollars ($500,000,000). (4) If investment is in shares issued pursuant to paragraph (2), the company shall have met either of the following criteria: (A) Attained the highest ranking orthe highest letterand numerical rating provided by not less than two NRSROs. (B) Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($500,000,000). (5) The purchase price of shares of beneficial interest purchased pursuant to this subdivision shall not include commission that the companies may charge and shall not exceed 20 percent of the agency's moneys that may be invested pursuant to this section. However, no more than 10 percent of the agency's funds may be invested in shares of beneficial interest of any one mutual fund pursuant to paragraph (1). (m) Moneys held by a trustee or fiscal agent and pledged to the payment or security of bonds or other indebtedness, or obligations under a lease, installment sale, or other agreement of a local agency, or certificates of participation in those bonds, indebtedness, or lease installment sale, or other agreements, may be invested in accordance with the statutory provisions governing the issuance of those bonds, indebtedness, or lease installment sale, or other agreement, or to the extent not inconsistent therewith or if City of Santa - Annual Page 34 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-56 there are no specific statutory provisions, in accordance with the ordinance, resolution, indenture, or agreement of the local agency providing for the issuance. (n) Notes, bonds, or other obligations that are at all times secured by a valid first priority security interest in securities of the types listed by Section 53651 as eligible securities for the purpose of securing local agency deposits having a market value at least equal to that required by Section 53652 for the purpose of securing local agency deposits. The securities serving as collateral shall be placed by delivery or book entry into the custody of a trust company orthe trust department of a bank that is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in accordance with the requirements of the Uniform Commercial Code or federal regulations applicable to the types of securities in which the security interest is granted. (o) A mortgage pass -through security, collateralized mortgage obligation, mortgage -backed or other pay - through bond, equipment lease -backed certificate, consumer receivable pass -through certificate, or consumer receivable -backed bond. Securities eligible for investment under this subdivision shall be rated in a rating category of "AA" or its equivalent or better by an NRSRO and have a maximum remaining maturity of five years or less. Purchase of securities authorized by this subdivision shall not exceed 20 percent of the agency's surplus moneys that may be invested pursuant to this section. (p) Shares of beneficial interest issued by a joint powers authority organized pursuant to Section 6509.7 that invests in the securities and obligations authorized in subdivisions (a) to (q), inclusive. Each share shall represent an equal proportional interest in the underlying pool of securities owned by the joint powers authority. To be eligible underthis section, the joint powers authority issuing the shares shall have retained an investment adviser that meets all of the following criteria: (1) The adviser is registered or exempt from registration with the Securities and Exchange Commission (2) The adviser has not less than five years of experience investing in the securities and obligations authorized in subdivisions (a) to (q), inclusive. (3) The adviser has assets under management in excess of five hundred million dollars ($500,000,000). (q) United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter -American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated "AA" or better by an NRSRO and shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. (Amended by Stats. 2014, Ch. 59, Sec. 1. Effective January 1, 2015). GOVERNMENT CODE SECTION 53601.1. The authority of a local agency to invest funds pursuant to Section 53601 includes, in addition thereto, authority to invest in financial futures or financial option contracts in any of the investment categories enumerated in that section. (Added by Stats. 1983, Ch. 534, Sec. 3.) City of Santa - Annual Page 35 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-57 GOVERNMENT CODE SECTION 53601.6. (a) A local agency shall not invest any funds pursuant to this article or pursuant to Article 2 (commencing with Section 53630) in inverse floaters, range notes, or mortgage -derived, interest -only strips. (b) A local agency shall not invest any funds pursuant to this article or pursuant to Article 2 (commencing with Section 53630) in any security that could result in zero interest accrual if held to maturity. However, a local agency may hold prohibited instruments until their maturity dates. The limitation in this subdivision shall not apply to local agency investments in shares of beneficial interest issued by diversified management companies registered under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.) that are authorized for investment pursuant to subdivision (1) of Section 53601. (Amended by Stats. 2009, Ch. 332, Sec. 68.1. Effective January 1, 2010). 53601.8. Notwithstanding any other provision of this code, a local agency that has the authority under law to invest funds, at its discretion, may invest a portion of its surplus funds in deposits at a commercial bank, savings bank, savings and loan association, or credit union that uses a private sector entity that assists in the placement of deposits. The following conditions shall apply: (a) The local agency shall choose a nationally or state -chartered commercial bank, savings bank, savings and loan association, or credit union in this state to invest the funds, which shall be known as the "selected" depository institution. (b) The selected depository institution may use a private sector entity to help place local agency deposits with one or more commercial banks, savings banks, savings and loan associations, or credit unions that are located in the United States and are within the network used by the private sector entity for this purpose. (c) The selected depository institution shall request that the local agency inform it of depository institutions at which the local agency has other deposits, and the selected depository institution shall provide that information to the private sector entity. (d) Any private sector entity used by a selected depository institution to help place its local agency deposits shall maintain policies and procedures requiring all of the following: (1) The full amount of each deposit placed pursuant to subdivision (b) and the interest that may accrue on each such deposit shall at all times be insured by the Federal Deposit Insurance Corporation or the National Credit Union Administration. (2) Every depository institution where funds are placed shall be capitalized at a level that is sufficient, and be otherwise eligible, to receive such deposits pursuant to regulations of the Federal Deposit Insurance Corporation or the National Credit Union Administration, as applicable. (3) At the time of the local agency's investment with a selected depository institution and no less than monthly thereafter, the private sector entity shall ensure that the local agency is provided with an inventory of all depository institutions in which deposits have been placed on the local agency's behalf, that are within the private sector entity's network. (4) Within its network, the private sector entity shall ensure that it does not place additional deposits from a particular local agency with any depository institution identified pursuant to subdivision (c) as holding that local agency's deposits if those additional deposits would result in that local agency's total amount on City of Santa - Annual Page 36 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-58 deposit at that depository institution exceeding the Federal Deposit Insurance Corporation or the National Credit Union Administration insurance limit. (e) If a selected depository uses two or more private sector entities to assist in the placement of a local agency's deposits, the selected depository shall ensure that it does not place additional deposits from a particular local agency with a depository institution if those additional deposits would result in that local agency's total amount on deposit at that depository institution exceeding the Federal Deposit Insurance Corporation or the National Credit Union Administration insurance limit. (f) The selected depository institution shall serve as a custodian for each such deposit (g) On the same date that the local agency's funds are placed pursuant to subdivision (b) by the private sector entity, the selected depository institution shall receive an amount of insured deposits from other financial institutions that, in total, are equal to, or greater than, the full amount of the principal that the local agency initially deposited through the selected depository institution pursuant to subdivision (b). (h) Notwithstanding subdivisions (a) to (g), inclusive, a credit union shall not act as a selected depository institution under this section unless both of the following conditions are satisfied: (1) The credit union offers federal depository insurance through the National Credit Union Administration. (2) The credit union is in possession of written guidance or other written communication from the National Credit Union Administration authorizing participation of federally insured credit unions in one or more deposit placement services and affirming that the moneys held by those credit unions while participating in a deposit placement service will at all times be insured by the federal government. (i) It is the intent of the Legislature that this section shall not restrict competition among private sector entities that provide placement services pursuant to this section. Q) The deposits placed pursuant to this section shall be subject to Section 53638 and shall not, in total, exceed 30 percent of the agency's funds that may be invested for this purpose. (k) This section shall become operative on January 1, 2026. (Repealed and added by Slats. 2019, Ch. 619, Sec. 3. (AB 945) Effective January 1, 2020. Section operative January 1, 2026, by its own provisions.) City of Santa - Annual Page 37 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-59 GOVERNMENT CODE SECTION 53638. (a) The deposit shall not exceed the shareholder's equity of any depository bank. For the purposes of this subdivision, shareholder's equity shall be determined in accordance with Section 463 of the Financial Code, but shall be deemed to include capital notes and debentures. (b) The deposit shall not exceed the total of the net worth of any depository savings association or federal association, except that deposits not exceeding a total of five hundred thousand dollars ($500,000) may be made to a savings association or federal association without regard to the net worth of that depository, if such deposits are insured or secured as required by law. (c) The deposit to the share accounts of any regularly chartered credit union shall not exceed the total of the unimpaired capital and surplus of the credit union, as defined by rule of the Commissioner of Financial Institutions, except that the deposit to any credit union share account in an amount not exceeding five hundred thousand dollars ($500,000) may be made if the share accounts of that credit union are insured or guaranteed pursuant to Section 14858 of the Financial Code or are secured as required by law. (d) The deposit in investment certificates of a federally insured industrial loan company shall not exceed the total of the unimpaired capital and surplus of the insured industrial loan company. (Amended by Stats. 2015, Ch. 190, Sec. 64. Effective January 1, 2016). GOVERNMENT CODE SECTION 53646. (a) (1) In the case of county government, the treasurer may annually render to the board of supervisors and any oversight committee a statement of investment policy, which the board shall review and approve at a public meeting. Any change in the policy shall also be reviewed and approved by the board at a public meeting. (2) In the case of any other local agency, the treasurer or chief fiscal officer of the local agency may annually render to the legislative body of that local agency and any oversight committee of that local agency a statement of investment policy, which the legislative body of the local agency shall consider at a public meeting. Any change in the policy shall also be considered by the legislative body of the local agency at a public meeting. (b) (1) The treasurer or chief fiscal officer may render a quarterly report to the chief executive officer, the internal auditor, and the legislative body of the local agency. The quarterly report shall be so submitted within 30 days following the end of the quarter covered by the report. Except as provided in subdivisions (e) and (f), this report shall include the type of investment, issuer, date of maturity, par and dollar amount invested on all securities, investments and moneys held by the local agency, and shall additionally include a description of any of the local agency's funds, investments, or programs, that are under the management of contracted parties, including lending programs. With respect to all securities held by the local agency, and under management of any outside party that is not also a local agency or the State of California Local Agency Investment Fund, the report shall also include a current market value as of the date of the report, and shall include the source of this same valuation. (2) The quarterly report shall state compliance of the portfolio to the statement of investment policy, or manner in which the portfolio is not in compliance. City of Santa - Annual Page 38 July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-60 (3) The quarterly report shall include a statement denoting the ability of the local agency to meet its pool's expenditure requirements for the next six months, or provide an explanation as to why sufficient money shall, or may, not be available. (4) In the quarterly report, a subsidiary ledger of investments may be used in accordance with accepted accounting practices. (c) Pursuant to subdivision (b), the treasurer or chief fiscal officer shall report whatever additional information or data may be required by the legislative body of the local agency. (d) The legislative body of a local agency may elect to require the report specified in subdivision (b) to be made on a monthly basis instead of quarterly. (e) For local agency investments that have been placed in the Local Agency Investment Fund, created by Section 16429.1, in National Credit Union Share Insurance Fund -insured accounts in a credit union, in accounts insured or guaranteed pursuant to Section 14858 of the Financial Code, or in Federal Deposit Insurance Corporation -insured accounts in a bank or savings and loan association, in a county investment pool, or any combination of these, the treasurer or chief fiscal officer may supply to the governing body, chief executive officer, and the auditor of the local agency the most recent statement or statements received by the local agency from these institutions in lieu of the information required by paragraph (1) of subdivision (b) regarding investments in these institutions. (f) The treasurer or chief fiscal officer shall not be required to render a quarterly report, as required by subdivision (b), to a legislative body or any oversight committee of a school district or county office of education for securities, investments, or moneys held by the school district or county office of education in individual accounts that are less than twenty-five thousand dollars ($25,000). (g) In recognition of the state and local interests served by the actions made optional in subdivisions (a) and (b), the Legislature encourages the local agency officials to continue taking the actions formerly mandated by this section. However, nothing in this subdivision may be construed to impose any liability on a local agency that does not continue to take the formerly mandated action. (Amended by Stats. 2009, Ch. 332, Sec. 68.5. Effective January 1, 2010.) City of Santa - Annual Page 39 Statement of Investment Policy July 1, 2020 - June 30, 2021 55A-61 FIGURE 1 ALLOWABLE INVESTMENT INSTRUMENTS PER STATE GOVERNMENT CODE (AS OF JANUARY 1, 2020)AAPPLICABLE TO ALL LOCAL AGENCIES' See "Table of Notes for Figure 1" on the next page for footnotes related to this figure. MAXIMUM MINIMUM GOV'T INVESTMENT MAXIMUM SPECIFIED QUALITY O1 REQUIREMENTS SECTIONS PORTFOLIO' Loca l Agency Bonds Syears None None 53601(a) U.S. Treasury Obligations 5years None None 53601(b) State Obligations— 5years None None 53601(d) CA And Others CA Local Agency Obligations Syears None None 53601(e) U.S Agency Obligations Syears None None 53601(f) Bankers' Acceptan ces 180 days 40%e None 53601(g) Commercial Paper— 270 days 25%of the Highest letter and number 53601(h)(2)(C) Non -Pooled Funds' or less agency's moneyo rating by an NRSRO" Commercial Paper— 270 days 40%ofthe Highest letter and number 53635(a)(1) Pooled Funds' or less agency's moneys rating by an NRSRO" Negotiable Certificates 5years 30%' None 53601(i) of Deposit Non-negotiable Certificates of Deposit 5years None None 53630 et seq. Placement Service 5years SO%" None 53601.8 and Deposits 53635.8 Placement Service 5years 50%" None 53601.8 and Certificates of Deposit 53635.8 Repurchase Agreements 1year None None 536010) Reverse Repurchase 20%ofthe base Agreements and Securities 92 daysL value ofthe None' 536010) Lending Agreements portfolio Medium -Term NotesN 5 years 30% 'W rating category or its 53601(k) or less equivalent or better Mutual Funds And Money N/A 20% MuhiplePQ 53601(I)and Market Mutual Funds 53601.6(b) Collateralized Bank 53630 et seq. Deposits" 5years None None and 53601(n) Mortgage Pass —Through 5 years "AA" rating category or and Asset —Backed or less 20% its equivalent or better 53601(o) Securities County Pooled N/A None None 27133 Investment Funds Joint Powers Authority Pool N/A None Multiples 53601(p) Local Agency Investment N/A None None 16429.1 Fund (LAIF) Voluntary Investment Program Fundr N/A None None 16340 Supranational Obligations" 5 years 30% "AA" rating category or 53601(q) or less its equivalent or better 53601(r), Public Bank Obligations 5 years None None 53635(c) and 57603 LOCALAGENCY INVESTMENT GUIDELINES 55A-62 Sources: Sections 16340, 16429. 1, 271M, 53601, 53601.6, 53601 8, 5300 at seq., 5305, 53635 8, and 57603. ° Mmucyaal Utilities Districts have the authority, under the Public Ut hme Code Section 12871 to invest in certain securities not addressed here. Section 53601 provloes that the maximum term glary investment authorized under this section, unless otherwise stated, is live years. However, the legislative bodymaygrant expressautiioutyto make investments either specifmallymas a partof anlnvestment programapproved bythe legislative bodythat exceeds this live yeareemalning maturity limit Such approval must be issued no less than three months prior to the purchase ofany security exceeding the live-yearmatuntyleat ° Percentages apply to allporffnho,investments regardlessofmurce offunds. Formstance, cash fromareversompummum agreementwould n, subject to the restrictions. ° Nomore than 30percentoHheagency'smgney maybe in bankers' acceptances of any one commercial bank Includes agencies defined as a city, a district, or other most agency that do not pool money in deposits or investment with other local agencies, other than local agencies that have the same governing body s Local agencies, other than counties or a city and county, may purchase no more than 10 percent of the misleading commercial paper of any single issuer " Issuing corporation must be organized and operating within the U S., have assommexcess of$500 million, anddebt.tmrth.n commercial paper deaths in a rating catmoryof "A"grits equivalentorhlgherbya nationa9yrecognized statistical rating organization, or the issuing corporationmustbe organlzedwithin the US as a specustraposecorpgration, trust, mLLC, have program wide comist enhancements, and have commercial paper that is rated 'A-i' orhgher, ortheegwi iont,byanationallyremgnized statistical rating agency Includes agencies defined ass county a city and county, mother localagency that pools moneym deposits orinmstments with otherlocel agenaes, including local agencies that have the samegoveream body Localagenciesthatpool exclusively with otherlocal agencies that have the same governing bodymust adhere to the limits set forth in Section 53601(h)(2)(C)- No more than 30percent ofthe agency'smoney maybe in negotiable certheadmaofdignmet that are authorized under Sechon53601(i). Effective January 1, 20W, an more Man 50 percent of the agency's moneymaybe invested in deposits, midnight combicatesotgmesit, through a placement service as auffunnu d under53601 8 (excludes negotiable certifichma of deposit authorized under Section 53601,B). On January 1, 2026, the maximum percentage of the portfolio reverts back to 30 percent Investments made pursuant to 53635.8 remain subject to a maximum of30 percent of the portfolio. Reverse repurchase agreements or securities lending agreements de yexcced the 92-airy term it the agreement inaudes a written codicil guaranteeing a minimum earning orspread forms entire period between the sale ofa security using a reverse repurchase agreement or securities lending agummentand the final mstuntydams of the same security Reverse repurchase agreements must be made with pnmarydealers of the Federal Reserve Bank of New Yorkorwath a nationally, or state chartered bank Mat has a significant relationship with the local agency The local agency most have held the securifies used for the agreements for at Most 30 days. " 'Medium-termrwks'are defined in Section 53601 as 'all corporate and depository institution debt securifies with a maximum remaining maturity of five Wintertime, issuedbyrnrporationsomanized and operating within the United States or by depositoryinstitufionslicensedbythe UnitedStates oranystam and operating within the United States' u No more than 10immunt avoided in anyone medicament This limitation does notapply, to money market mutual funds. ° A mutual fund must receive the highest ranking bynotless than Ave nationallyrecogremdoding agencies or the fund must retain an investment advisor who is registered with the SEC (orexe ri t fromregistrathed, hasassets undermanagement in excess of $500 million, and has atleast five Wars'experaboximvesting in instruments authorized by Sections 53601 and53635. u A moneymarket mutual fund mustesseve the highest ranking bynotless than two nationally recognized statistical rating organizations or retain an humstmentaWisorregistmod with the SEC orexemptbomregistio tion and who has notless than five years'experience investors, in money market instruments with assets under management in excess of$500 million. ° Investments in notes, bonds, or other obligations under Section 53601 (a) require that collateral be placed into the malady ofa trust company or the trust department of a bank that is not affiliated with the issuer of the secured obligation, among other specific unilateral requirements. ° A pint powers authority pool must retain an investment advisor who is registered WM the SEC (or exempt from registration), has assets under management in excess of $500 million, and hasatleast fiveyears expersunmi rmatem in instruments authorized by Section 53601, subdivisions (a) to (a).. Local entities can deposit fo tween $200 million and $10 bigo r into the voluntary Investment PosramFund, upon approvalbytheagoverning bodies Deposits in the fund vases invested in the Pooled Money InvestmentAmount ° Only those obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation bFC), and Inter -American Development Bank (IADB), with a maximum remaining maturity of five years or less. LOCALAGENCY INVESTMENT GUIDELINES 55A-63 Some investments, such as straight floater; or floating rate notes that are not otherwise prohibited, have the potential to result in zero interest accrual. Before purchasing these types of investments, the local agency should evaluate all possible outcomes, and, as a safeguard, should consider including in its investment policy a statement establishing an acceptable positive spread or floor for all securities, which pay interest based on a spread to an index. Also, while not expressly prohibited by statelaw,umegistered securities, such as Rule 144A securities, may not be purchased by local agencies because local agencies do not meet the Securities and Exchange Commission definition of Qualified Institutional Buyers (QIB) ' Public agencies should seeklegal counsel beforepucchasing l44A securities ' CD1AUs Issue Brie%Rule 144A Securities, provides a summary of secunhas in this class. On December 18,2019, the SECpioposedamendments to thedefinitionsof"accieditedinvtator"and "gmhfwdm hiutmalbuW,"mRuL144Awider Ow Semi ituaActofl933. Theproposal alongvith msb uctionsoahoru to submit comments, is anailabL on theSEC'swebsite. 7hedefinitionofQ113 used m this publication vas current as of the date of this publication, Januany 2020. Section 536352 states that all local agency money maybe invested in investments set forth in 53601 or deposited for safekeeping in state or national banks, public banks, savings associations, federal associations, creditunions, or federally insured industrial loan companies in this state. It also specifies certain requirements that such financial institutions must satisfy to hold local agency money. MINIMUM LEGAL REQUIREMENT: To be eligible to receive local agency money, a financial institution must receive an overall rating of not less than "satisfactory' from the appropriate federal supervisory agency for meeting the criteria specified in Section 2906 of Title 12 of the U.S. Code (CommunityRemorestmentActof 1977). The Community ReinvestmentActof 1977 (Act) requires financial institutions to demonstrate their commitment to meeting the credit needs of local communities in which they are chartered to do business. For the purpose of the Act, the appropriate federal supervisory agency includes: • The Comptroller of the Currency with respect to national banks; • The Board of Governors of the Federal Reserve System with respect to state chartered banks that are members of the Federal Reserve to state chartered banks, public banks, and savings banks that are not members of the Federal Reserve system and the deposits of which are insured by the FDIC; and • The Director of Office of Thrift system and bank holding companies; Supervisionwith respect to savings associations (the deposits ofwhich • The Federal Deposit Insurance are insured by the FDIC) and Corporation (FDIC) with respect savings holding companies. LOCALAGENCY INVESTMENT GUIDELINES 55A-64 APPENDIX III. GLOSSARY OF CITY OF SANTA ANA INVESTMENT POLICY & RELATED CALIFORNIA CODE TERMS AGENCIES: Federal agency securities and/or Government Sponsored Enterprises (GSE). [Referenced pages: 9, 10, 11, 16, 18, 31] ASSET- BACKED SECURITES (ABS): securities supported by pools of installment loans or leases or by pools of revolving lines of credit. [Referenced page: 14] ASSOCIATION OF PUBLIC TREASURERS OF THE UNITED STATES AND CANADA: The Association of Public Treasurers of the United States and Canada (APTUS&C), formerly called the Municipal Treasurers Association of the United States and Canada (MTA US & C) was founded in 1965 and represents public treasury and finance officials in local, county, and state/provincial governments throughout North America. The Association provides educational seminars and conferences, publications, policy and legislative information, and technical assistance to members. [Referenced pages: 6, 21] BENEFICIAL SHARES/MONEY MARKET SHARES: In US securities law, a beneficial owner (as distinct from a "nominee owner," "registered owner," or "record holder") of a security includes any person who, directly or indirectly, has or shares voting or investment power also known as money market shares. [Referenced pages: 12, 18] BENCHMARK: A comparative base for measuring the performance or risk tolerance of the investment portfolio. A benchmark should represent a close correlation to the level of risk and the average duration of the portfolio's investments. [Referenced pages: 5, 19] BILLS OF EXCHANGE/BANKERS ACCEPTANCE (BA): A draft or bill or exchange accepted by a bank or trust company. The accepting institution guarantees payment of the bill, as well as the issuer. These instruments are accepted as payment by banks engaged in financing trade. For example, a U.S. corporation planning to purchase goods from a foreign vendor will ask its bank to issue a letter of credit on behalf of the corporation. The letter of credit will allow the foreign vendor to draw a draft on the U.S. corporation's bank to pay for the merchandise. Upon receipt of the letter and the draft, the foreign vendor will ship the merchandise and present the draft at its bank, which allows the vendor to receive payment for the merchandise sold. The vendor's foreign bank forwards the draft to the U.S. bank, at which point the draft is "accepted" as an obligation that the purchaser's U.S. bank must pay at a specified maturity date. The U.S. bank may keep the acceptance or may sell it to a third party investor. Bankers' acceptances are sold at a discount and are considered fairly safe investment instruments because both the purchase's bank and the initiating corporation are obligated to pay the holder at maturity. [Referenced pages: 10, 18, 31] BOOK VALUE: The value at which a debt security is shown on the holder's balance sheet. Book value is acquisition cost less amortization of premium or plus accretion of discount. [Referenced pages: 4, 13, 20] BOOK ENTRY: An electronic system of accountability, custody, transfer, and settlement of securities. Book - entry systems allow rapid and accurate transfers of securities with simultaneous cash settlement. [Referenced pages: 31, 33, 35] BROKER: A broker brings buyers and sellers together for a commission. [Referenced page: 11] City of Santa Annual Statement of Investment Policy Page A July 1, 2020 June 30, 2021 55A-65 BROKER -DEALER: Broker -dealer is used in securities regulation parlance to describe stock and securities brokerages, because most act as both agents and principals. A brokerage acts as a broker (or agent) when it executes orders on behalf of clients and acts as a dealer, or principal, when it trades for its own account. A broker -dealer is a natural person, company or other organization that engages in the business of trading securities for its own account or on behalf of its customers. [Referenced pages: 3, 8, 9, 24, 25] CALIFORNIA MUNICIPAL TREASURERS ASSOCIATION (CMTA): Is the professional society of active public treasurers of California counties, cities and special districts. It sets ethical standards for the treasury profession in state and local governments in California. The Association provides educational seminars and conferences, publications, policy and legislative information, and technical assistance to members. [Referenced pages: 6, 21] CERTIFICATE OF DEPOSIT/NEGOTIABLE CERTIFICATE OF DEPOSIT (CD): A time deposit with a specific maturity evidenced by a certificate. Time certificates of deposit are collateralized in accordance with the State code. Large -denomination CD's are typically negotiable and non -collateralized. These instruments are issued by depository institutions such as commercial banks, savings institutions and credit unions against funds invested for a specified time period (typically between 0 to 5 years). The term "CD" by itself generally refers to negotiable certificates of deposit that can be resold to other parties. CDs, however, also may be nonnegotiable. Nonnegotiable CDs cannot be actively traded on the secondary markets and generally are held to maturity by the party that purchased them. Yields on CDs vary depending on liquidity, credit quality, and, for nonnegotiable CDs, whether they are collateralized. [Referenced pages: 11, 17, 18, 32] COLLATERAL: Securities, evidence of deposit or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies. [Referenced pages: 10, 11, 14, 16, 17, 32, 33, 35] COLLATERLIZED MORTGAGE OBLIGATION (CMO): Mortgage backed bond that separates mortgage pools into different maturity classes called traunches. CMO's are issued by Federal National Mortgage Corp. and Federal National Mortgage Association and are usually backed with a government guarantee and have an AAA bond rating. Planned Amortization Class CMOs (PAC) have stable prepayment schedules that do not react unfavorably in wide market swings. [Referenced page: 35] COMMERCIAL PAPER (CP): An unsecured obligation issued by a corporation or bank to finance its short- term credit needs, such as accounts receivable, payroll, and inventory. Commercial paper is usually issued by companies with high credit ratings, meaning that the investment is almost always relatively low risk. Maturities typically range from 2 to 270 days. [Referenced pages: 10, 18, 30, 32] COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR): The official annual report of the (entity). It includes five combined statements for each individual fund and account group prepared in conformity with GAAP. It also includes supporting schedules necessary to demonstrate compliance with finance -related legal and contractual provisions, extensive introductory material, and a detailed Statistical Section. [Referenced page:1] CONSTANT MATURITY TREASURY (CMT) RATE: CMT rate is an adjustment for equivalent maturity, used by the Federal Reserve Board to compute an index based on the average yield of various Treasury securities maturing at different periods. [Referenced pages: 5, 19] CORPORATE BOND: A debt security issued by corporation and sold to investors. The backing for the bond is usually the payment ability of the company, which is typically money to be earned from future operations. [Referenced page:6] City of Santa - Annual Page B July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-66 CREDIT QUALITY: The measurement of the financial strength of a bond issuer. This measurement helps an investor to understand an issuer's ability to make timely interest payments and repay the loan principal upon maturity. Generally, the higher the credit quality of a bond issuer, the lower the interest rate paid by the issuer because the risk of default is lower. Credit quality ratings are provided by nationally recognized rating agencies. [Referenced page: 4] CREDIT RISK: The risk to an investor that an issuer will default in the payment of interest and/or principal on a security. [Referenced pages: 2, 3, 17] DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account. [Referenced pages: 3, 8, 9, 24, 25] DELIVERY VERSUS PAYMENT: There are two methods of delivery of securities: delivery versus payment and delivery versus receipt. Delivery versus payment is delivery of securities with an exchange of money for the securities. Delivery versus receipt is delivery of securities with an exchange of a signed receipt for the securities. See Safekeeping and Custody: [Referenced pages: 17, 19, 31] DERIVATIVE: Financial instruments which have a principal and/or interest payment subject to uncertainty as to timing and/or amount including financial instruments whose return profile is linked to, or derived from, the movement of one or more underlying index or security, and may include a leveraging factor, or financial contracts based upon notional amounts whose value is derived from an underlying index or security (interest rates, foreign exchange rates, equities or commodities). [Referenced page: 14] DIVERSIFICATION: Dividing investment funds among a variety of securities offering independent returns. [Referenced page: 17] DURATION: Is a measure of time (term of investment) which also is a measure of the sensitivity of the price (the value of principal) of a fixed -income investment to a change in interest rates. Duration is expressed as a number of years. Rising interest rates mean falling bond prices, while declining interest rates mean rising bond prices. [Referenced pages: 4, 18] FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC): A federal agency that insures bank deposits, currently up to $250,000 per deposit. FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open -market operations. [Referenced pages: 29, 36, 37, 39] FEDERAL FARM CREDIT BANK (FFCB): Notes are high credit quality, short-term debt instruments, issued at a discount to their par amount, similar to U.S. Treasury bills. FFCB provides a steady and continuous stream of capital for the agricultural sector in all 50 states and Puerto Rico. Presently, the Farm Credit System funds approximately 35 percent of all U.S. farm business debt. [Referenced page: 9] FEDERAL HOME LOAN BANKS (FHLB): Government sponsored wholesale banks (currently 12 regional banks) which lend funds and provide correspondent banking services to member commercial banks, thrift institutions, credit unions and insurance companies. The mission of the FHLB is to liquefy the housing related assets of its members who must purchase stock in their district Bank. [Referenced pages: 9, 16, 28, 29] FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA): FNMA, like GNMA was chartered under the Federal National Mortgage Association Act in1938. FNMA is a federal corporation working under the auspices of the Department of Housing and Urban Development (HUD). It is the largest single provider of residential mortgage funds in the United States. Fannie Mae, as the corporation is called, is a private stockholder -owned corporation. The corporation's purchases include a variety of adjustable mortgages and second loans, in addition to fixed-rate mortgages. FNMA's securities are also highly liquid and are widely accepted. FNMA City of Santa - Annual July 1, 2020 - Statement of Investment Policy Page C June 30, 2021 55A-67 assumes and guarantees that all security holders will receive timely payment of principal and interest. [Referenced page: 9] FEDERAL RESERVE: The central bank of the United States created by Congress and consisting of a seven member Board of Governors in Washington, D.C., 12 regional banks and about 5,700 commercial banks that are members of the system. [Referenced pages: 8, 10, 28, 33, 34] FIDUCIARY: Person, company, or association holding assets in trust of a beneficiary. [Referenced pages: 15, 25] FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (FINRA): FINRA is a private corporation that acts as a self -regulatory organization (SRO). FINRA is the successor to the National Association of Securities Dealers, Inc. (NASD) and the member regulation, enforcement and arbitration operations of the New York Stock Exchange. It is a non -governmental organization that regulates member brokerage firms and exchange markets. The government agency which acts as the ultimate regulator of the securities industry, including FINRA, is the Securities and Exchange Commission. [Referenced page: 8, 9] FUTURES CONTRACT: Agreement to buy or sell a specific amount of a commodity or financial instrument at a particular price on a stipulated future date. [Referenced pages: 9, 35] EX OFFICIO: Ex officio describe a position someone automatically gains because of another job or position he/she already holds. For example, the United States Vice President is the ex officio President of the Senate. In a like fashion, in accordance with the California Government Code the Chief Fiscal Officer of a city which does have a specified City Treasurer is "ex officio" City Treasurer. [Referenced page: 6] GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA or Ginnie Mae): Securities influencing the volume of bank credit guaranteed by GNMA and issued by mortgage bankers, commercial banks, savings and loan associations, and other institutions. Security holder is protected by full faith & credit of the U.S. Government. Ginnie Mae securities are backed by FHA, VA or FHA mortgages. The term "pass-throughs" is used to describe Ginnie Maes.[Referenced page: 9] GAAP (GENERALLY ACCEPTED ACCOUNTING PRINCIPLES): Is a collection of commonly -followed accounting rules and standards for financial reporting. The acronym is pronounced "gap." GAAP specifications include definitions of concepts and principles, as well as industry -specific rules. [Referenced page:2] GUARANTEED INVESTMENT AGREEMENTS OR CONTRACTS (GIC): An agreement or contract that guarantees repayment of principal and a fixed or floating interest rate for a predetermined period of time. [Referenced page:14] INTEREST: The amount earned while owning a debt security, generally calculated as a percentage of the principal amount. [Referenced pages: 3, 14, 16, 17, 18, 28, 31, 36] INVERSE FLOATER: A bond or other type of debt whose coupon rate has an inverse relationship to a benchmark rate. An inverse floater adjusts its coupon payment as the interest rate changes. (Referenced pages:14,36] INVESTMENT POLICY: A concise and clear statement of the objectives and parameters formulated by an investor or investment manager for a portfolio of investment securities. [Referenced pages: 1, 2, 3, 5, 6, 8, 11, 12, 13, 16, 20, 21, 22, 24, 38] ISSUER: A legal entity that has the power to issue and distribute securities. Issuers include corporations, City of Santa - Annual July 1, 2020 - Statement of Investment Policy Page D June 30, 2021 55A-68 municipalities, foreign and domestic governments and their agencies, and investment trusts. [Referenced pages: 3, 7, 12, 17, 20, 25, 30, 32, 33, 35, 38] JOINT POWERS AUTHORITIES (JPAs): JPAs are legally created entities that allow two or more public agencies to jointly exercise common powers. Forming such entities permits public agencies with the means to provide services more efficiently and in a cost-effective manner such as JPA investment pools. The Joint Exercise of Powers Act, as codified in California Government Code Section 6500, governs JPAs. Under the Act, JPAs are restricted to use by public agencies only. However, the term public agency is defined very broadly. A public agency can include, but is not limited to, the federal government, the state or state departments, local agencies, mutual water companies, public districts and recognized Indian tribes. [Referenced pages: 15, 35] LIQUIDITY: Liquidity describes the degree to which an asset or security can be quickly bought or sold in the market without affecting the asset's price. [Referenced pages: 2, 3, 4, 11, 13, 19, 21] LOCAL AGENCY/PUBLIC LOCAL AGENCY: Means a county, city, city and county, including a chartered city or county, school district, community college district, public district, county board of education, county superintendent of schools, or any public or municipal corporation. [Referenced pages: 10, 11, 12, 15, 18, 20, 22, 24, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39] LOCAL AGENCY INVESTMENT FUND (LAIF): A voluntary program created by statute in 1977 as an investment alternative for California's local governments and special districts. Local agencies may participate in the state's portfolio, which invests hundreds of millions of dollars, using the investment expertise of the Treasurer's Office investment staff at no additional cost to the taxpayer. LAIF is part of the Pooled Money Investment Account (PMIA). The PMIA began in 1955 and oversight is provided by the Pooled Money Investment Board (PMIB) and an in-house Investment Committee. The PMIB members are the State Treasurer, Director of Finance, and State Controller. The Local Investment Advisory Board (LIAB) provides oversight for LAIF. The Board consists of five members as designated by statute. The State Treasurer, as Chairman, or his designated representative appoints two members qualified by training and experience in the field of investment or finance, and two members who are treasurers, finance or fiscal officers or business managers employed by any county, city or local district or municipal corporation of this state. [Referenced pages: 11, 15, 18, 27, 28, 38, 39] LOCAL GOVERNMENT INVESTMENT POOL (LGIP): The aggregate of all funds from political subdivisions that are placed in the custody of the State Treasurer for investment and reinvestment. [Referenced page: 15] MARKET RISK: The risk that the value of a security will rise or decline as a result of changes in market conditions. [Referenced page: 13] MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold. [Referenced pages: 3, 4, 5, 10, 16, 20, 32, 35, 38) MASTER REPURCHASE AGREEMENT: A written contract covering all future transactions between the parties to repurchase or reverse repurchases a security that establishes each party's rights in the transactions. A master agreement will often specify, among other things, the right of the buyer -lender to liquidate the underlying securities in the event of default by the seller -borrower. [Referenced page: 10] MATURITY: The date upon which the principal or stated value of an investment becomes due and payable. [Referenced pages: 3, 4, 5, 9, 10, 11, 12, 13, 14, 18, 19, 20, 21, 31, 32, 33, 34, 35, 36, 38] MEDIUM TERM CORPORATE NOTES (MTN): Refers to all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and City of Santa - Annual Page E July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-69 operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. [Referenced pages: 12, 18] MONEY MARKET: The market in which short-term debt instruments (bills, commercial paper, bankers' acceptances, etc.) are issued and traded. A money market mutual fund is a type of fixed income mutual fund that invests in debt securities characterized by their short maturities and minimal credit risk. Money market securities must be highly liquid and of the highest quality, thus money market mutual funds are among the lowest -volatility types of investments. [Referenced pages: 4, 12, 13, 15, 17, 18, 34] MONEY MARKET FUNDS: Seek to limit exposure to losses due to credit, market, and liquidity risks. Money market funds in the United States are regulated by the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940. Rule 2a-7 of the act restricts the quality, maturity and diversity of investments by money market funds. Under this act, a money fund mainly buys the highest rated debt, which matures in under 13 months. The portfolio must maintain a weighted average maturity (WAM) of 60 days or less and not invest more than 5% in any one issuer, except for government securities and repurchase agreements. Unlike most other financial instruments, money market funds seek to maintain a stable value of $1 per share. Funds are able to pay dividends to investors. [Referenced pages: 12, 34] MUTUAL FUND: An investment vehicle that is made up of a pool of funds collected from many investors for the purpose of investing in securities such as stocks, bonds, money market instruments and similar assets. Mutual funds are operated by money managers, who invest the fund's capital and attempt to produce capital gains and income for the fund's investors. A mutual fund's portfolio is structured and maintained to match the investment objectives stated in its prospectus. A money market mutual fund is a type of fixed income mutual fund that invests in debt securities characterized by their short maturities and minimal credit risk. [Referenced pages: 4, 13, 15, 17, 34] MORTGAGE PASS -THROUGH SECURITY: These instruments are based on pooled home mortgages sold by federal agencies and instrumentalities such as Ginnie Mae and Freddie Mac. The amount of principal and interest paid to investors varies from month to month in part because homeowners may accelerate principal payments on a mortgage. The anticipated pay down schedule of the securities will vary from mortgage pool to mortgage pool. Mortgage pass -through securities are complex investment instruments that do not respond to market forces like other, more standard investment instruments. In a declining interest rate environment, mortgage pass -through investors face higher reinvestment risk and lower returns from their investment than investors in other instruments because homeowners tend to refinance in lower interest rate environments, accelerating the principal payments on their mortgages. Thus, the mortgage pass -through investor receives the accelerated principal payments at par and must reinvest these earnings in a lower interest rate environment. [Referenced page: 35] NATIONAL ASSOCIATION OF STATE TREASURERS (NAST]: Provides advocacy and support that enables member states to pursue and administer sound financial policies and programs benefiting the citizens of the nation. The Association provides educational seminars and conferences, publications, policy and legislative information, and technical assistance to members. [Referenced page: 6] NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION (NRSRO]: A NSRO is a credit rating agency (CRA] that issues credit ratings that the U.S. Securities and Exchange Commission (SEC] permits other financial firms to use for certain regulatory purposes. [Referenced pages: 10, 12, 32, 34, 35] OPTION: Right to buy or sell property that is granted in exchange for an agreed upon sum. If the right is not exercised after a specified period, the option expires and the option buyer forfeits the money. [Referenced page: 35] PAR AMOUNT: The face amount or value of a bond. [Referenced pages: 19, 20] City of Santa - Annual Page F July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-70 PASS -THOUGH SECURITY: A pool of fixed income securities backed by a package of assets (i.e. mortgages) where the holder receives the principal and interest payments. [Referenced page: 35] PERFECTED INTEREST: Perfected interest refers to establishment of a superior ownership right in and legal control over securities assets held by a bank custodian on the purchaser's behalf and is intended to protect the purchaser from the custodial bank's own creditors in the event of a bank default and filing for bankruptcy. [Referenced page: 17] PORTFOLIO: Collection of securities held by an investor. [Referenced pages: 1, 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19, 21, 27, 33, 38] PRINCIPAL: The face value or par value of an investment. [Referenced pages: 3, 4, 9, 14, 21, 31, 37] PRUDENT INVESTOR STANDARD: A standard defined under State Government Code Section 53600.3 that states when investing, reinvesting, purchasing, acquiring, exchanging selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the City, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the local agency. [Referenced pages: 2, 9, 12] RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity on a bond the current income return. [Referenced pages: 4, 13, 19] REPURCHASE AGREEMENT (RP or REPO): A holder of securities sells these securities to an investor with an agreement to repurchase them at a fixed price on a fixed date. The security "buyer' in effect lends the "seller" money for the period of the agreement, and the terms of the agreement are structured to compensate him for this. (E.g. - A contract in which the seller of securities, such as Treasury Bills, agrees to buy them back at a specified time and price; also called buyback.) See also Master Repurchase Agreement. [Referenced pages: 10, 11, 14, 17, 18, 31, 32, 33, 34] REVERSE REPURCHASE AGREEMENT (REVERSE RP or REPO): A reverse -repurchase agreement (reverse repo) involves an investor borrowing cash from a financial institution in exchange for securities. The investor agrees to repurchase the securities at a specified date for the same cash value plus an agreed upon interest rate. Although the transaction is similar to a repo, the purpose of entering into a reverse repo is quite different. While a repo is a straightforward investment of public funds, the reverse repo is a borrowing. [Referenced pages: 14, 31, 32, 33, 34] SAFEKEEPING AND CUSTODY: In a third -party safekeeping agreement, the local government agency arranges for a firm other than the party that sold the investment to provide for the transfer and safekeeping of thesecurities. Financial firms should not serve as both government broker -dealer and custodian. Safekeeping represents a financial institution's obligation to act on behalf of the owner under the owner's control. Custody is a more clearly defined control position by the agent responding to the owner's requirements. Custody normally does not take place in the governmental entities depository bank. Investments should be settled in a delivery -versus -payment (DVP) basis. In this procedure, the buyer's payment for securities is due at the time of delivery. Security delivery and payment occur simultaneously. This practice ensures that no funds are at risk in an investment transaction as funds are not released until securities are delivered, ensuring the governmental entity has either money or securities at all times during the transaction. [Referenced page: 17] City of Santa - Annual Page G July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-71 SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution. [Referenced page: 4] SECURITIES AND EXCHANGE COMMISSION: Agency created by Congress to protect investors in securities transactions by administering securities legislation. [Referenced pages: 12, 13, 34, 35] SPECULATION: Assumption of risk in anticipation of gain but recognizing a higher than average possibility of loss. [Referenced page: 15] SWAP: Trading one asset for another. [Referenced page: 4] SUPRANATIONAL OBLIGATIONS: United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter -American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase or sale within the United States. [Referenced pages: 10, 18] TREASURIES: Negotiable U.S. Government debt obligations, backed by its full faith and credit, comprising of short-term Treasury Bills (maturity less than one year), medium -term Treasury Notes (maturity one to ten years), and long-term Treasury bonds (maturity from 10 to 30 years). [Referenced pages: 3, 5, 17] TREASURY BILLS (T-Bills): A non -interest bearing discount security issued by the US Treasury to finance the national debt. A T-Bill is a short-term debt obligation backed by the U.S. government with a maturity of less than one year, sold in denominations of $1,000 up to a maximum purchase of $5 million. T-bills are sold with maturities of four, thirteen, twenty-six and fifty-two weeks. They do not pay interest, but rather are sold a discount to their face value. Effective interest is earned at maturity. [Referenced pages: 9, 11, 17, 18] TREASURY BONDS (T-Bonds): Long-term coupon -bearing US Treasury securities issued as direct obligations of the US Government and having initial maturities of more than 10 to 30 years. Next to treasury bills (maturity less than one year), and treasury notes (maturity one to ten years) T-bonds are the safest form of marketable investment. [Referenced pages: 9, 11, 17, 18] TREASURY NOTES: Medium -term coupon -bearing US Treasury securities issued as direct obligations of the US Government and having initial maturities from one to 10 years. Treasury notes are available from the government with either a competitive or noncompetitive bid. [Referenced pages: 9, 11, 17, 18, 31] WEIGHTED AVERAGE MATURITY (WAM): The average maturity of all the securities that comprise a portfolio. According to SEC rule 2a-7, the WAM for SEC registered money market mutual funds may not exceed 90 days and no one security may have a maturity that exceeds 397 days. [Referenced page: 20] YIELD: The rate of annual income return on an investment, expressed as a percentage: (a) Income Yield is obtained by dividing the current dollar income by the current market price for the security, (b) Net Yield or Yield to Maturity is the current income yield minus any premium above par or plus any discount from par in purchase price, with the adjustment spread over the period from the date of purchase to the date of maturity of the bond. [Referenced pages: 3, 4, 5, 19, 21] City of Santa - Annual Page A July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-72 APPENDIX IV. GLOSSARY OF ADDITIONAL COMMON PUBLIC LOCAL AGENCY INVESTMENT TERMS ACCRUED INTEREST: The accumulated interest payable on a security since the last interest payment made by the issuer. AMORTIZATION: The systematic reduction of the amount owed on a debt issue through periodic payments of principal. ASKED PRICE (OR ASK): The price at which securities are offered. BASIS POINT: A unit of measurement used in the valuation of fixed -income securities equal to 1/100 of 1 percent of yield, e.g., 1/4" of 1 percent is equal to 25 basis points. BID PRICE: The price offered by a buyer of securities. (When you are selling securities, you ask for a bid.) See Offer Price. CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION (CDIAC): This California state commission provides information, education and technical assistance on debt issuance and public fund investments to local public agencies and other public finance professionals. The Commission was created in 1981 as the California Debt Advisory Commission to function as the State's clearinghouse for public debt issuance information and is tasked to assist state and local agencies with the monitoring, issuance and management of public debt. The Commission's name was changed to the California Debt and Investment Advisory Commission with the passage of Chapter 833, Statutes of 1996 (AB 1197), and its mission was expanded to cover public investments. CALIFORNIA SOCIETY OF MUNICIPAL FINANCE OFFICERS (CSMFO): Is a professional association of state, county, and local government finance officers in California. A statewide organization serving all California municipal finance professionals, an affiliate of the nationwide Government Finance Officers Association (GFOA), membership is open to anyone in the State of California actively engaged in government finance in any city, county, or special district. CSMFO has technical and professional committees that deal with financial issues facing government and the public. CALLABLE SECURITIES: A security that can be redeemed by the issuer before the scheduled maturity. CALL PRICE (OR CALL): The price at which an issuer may redeem a bond prior to maturity. The price is usually at a slight premium to the bond's original issue price to compensate the holder for loss of income and ownership. CalTRUST (INVESTMENT TRUST OF CALIFORNIA): An investment pool partnership authorized under California state law created by the CSAC (California State Association of Counties) Finance Corporation and the League of California Cities to provide a convenient method for local agencies to pool their assets for investment. State statute authorizes local agencies to directly invest in joint investment pools, such as CalTRUST. There is no requirement that a local agency become a JPA member. Local agencies have four account options — Government Fund, Money Market Fund, Short -Term, or Medium -Term accounts. Local agencies can select an account option which matches their investment time horizon and cash flow needs and easily reallocate among accounts as those needs change. City of Santa - Annual Page I July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-73 CERTIFICATE OF DEPOSIT ACCOUNT REGISTRY SERVICE (CDARS): A program with an approved depository that removes the need for collateral by providing full FDIC insurance for certificates of deposit. COLLATERALIZED BANK DEPOSITS: Collateralized bank deposits can be broadly defined as notes, bonds, and other obligations (such as nonnegotiable CDs) that are secured at all times by valid first party interest in collateral. For California local agencies, the collateral must meet specified Government Code requirements. CONVEXITY: Is the measure of the curve in the relationship between a bond's price and its yield. Consider the price and yield of Bond A on a graph, where price is marked on the vertical axis, and yield on the horizontal. A bond's price and yield are inversely related, so as its price decreases, its yield increases. CURRENT YIELD (CURRENT RETURN): A yield calculation determined by dividing the annual interest received on a security by the current market price of that security. CUSTODIAN BANK: A financial institution that holds customers' securities for safekeeping to minimize the risk of their theft or loss. A custodian holds securities and other assets in electronic or physical form. CUSIP: CUSIP or CUSPIC number stands for Committee on Uniform Securities Identification Procedures. A CUSIP number identifies most financial instruments, including: stocks of all registered U.S. and Canadian companies, commercial paper, and U.S. government and municipal bonds. The CUSIP system (formally known as CUSIP Global Services) —owned by the American Bankers Association and managed by Standard & Poor's - facilitates the clearance and settlement process of securities. CUSIP numbers consist of nine characters (including letters and numbers) that uniquely identify a company or issuer and the type of financial instrument. A similar system is used to identify foreign securities (CUSIP International Numbering System or CINS). CINS employs the same nine character identifier as CUSIP, but also contains a letter in the first position to signify the issuer's country or geographic region. DEBENTURE: A bond secured only by the general credit of the issuer DISCOUNT: The difference between the cost price of a security and its maturity when quoted at lower than face value. A security selling below original offering price shortly after sale also is considered to be at a discount. DISCOUNT SECURITIES: Non -interest bearing money market instruments that are issued a discount and redeemed at maturity forfull face value (e.g. - U.S. Treasury Bills). FAIR VALUE: The amount at which an investment could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. FEDERAL CREDIT AGENCIES: Agencies of the Federal government set up to supply credit to various classes of institutions and individuals, e.g., S&L's, small business firms, students, farmers, farm cooperatives, and exporters. FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open -market operations. FEDERAL OPEN MARKET COMMITTEE (FOMC): Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank Presidents. The President of the New York Federal Reserve Bank is a permanent member, while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of Government Securities in the open market as a means of influencing the volume of bank credit and money. City of Santa - Annual July 1, 2020 - Statement of Investment Policy Page j June 30, 2021 55A-74 INVERTED YIELD CURVE: A chart formation that illustrates long-term securities having lower yields than short-term securities. This configuration usually occurs during periods of high inflation coupled with low levels of confidence in the economy and a restrictive monetary policy. INVESTMENT -GRADE OBLIGATIONS: An investment instrument suitable for purchase by institutional investors under the prudent person rule. Investment -grade is restricted to those obligations rated BBB or higher by a rating agency. LADDERING: Is a bond investment strategy whereby an investor staggers the maturity of the bonds in his/her portfolio so that the bond proceeds can be reinvested at regular intervals. Laddering avoids the risk of reinvesting a large portion of assets in an unfavorable financial environment. Each "rung" of the ladder is a bond of a specific maturity date and the "height" of the ladder is the difference between the shortest maturity bond and the longest maturity bond. Benefits of utilizing a rolling inventory of bonds with "laddered" maturities are primarily three -fold: (1) Interest rate risk is decreased by holding both short-term and long-term bonds thereby spreading risk along the interest rate curve. If rates are rising, as one bond matures the funds can be re -invested into higher yield bonds. (2) - Decrease re -investment risk because as one bond in the ladder matures, the cash is re -invested, but it only represents a portion of the total portfolio. Even if prevailing rates at the time of re -investment are lower than the previous bond was returning, the smaller amount of reinvestment dollars mitigates the risk of investing a lot of cash at a low return. (3) - Maintain steady cash flows to encourage regular saving to encourage an income -producing portfolio. MARK -TO -MARKET: The process whereby the book value or collateral value of a security is adjusted to reflect its current market value. OFFER PRICE (OR OFFER): The price asked by a seller of securities. (When you are buying securities, you ask for an offer.) See Asked Price and Bid Price. OPEN MARKET OPERATIONS: Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit, sales have the opposite effect. Open market operations are the Federal Reserve's most important and most flexible monetary policy tool. PASSBOOK SAVINGS ACCOUNT: A savings account in which deposits and withdrawals are recorded in the depositor's passbook. QUALIFIED PUBLIC DEPOSITORIES: A financial institution which does not claim exemption from the payment of any sales or compensating use or ad valorem taxes under the laws of this state, which has segregated for the benefit of the commission eligible collateral having a value of not less than its maximum liability and which has been approved by the Public Deposit Protection Commission to hold public deposits. REINVESTMENT RISK: The risk that a fixed -income investor will be unable to reinvest income proceeds from a security holding at the same rate of return currently generated by that holding. SEC RULE 15(C)3-1 [Uniform Net Capital Rule]: Every broker ordealer must at all times have and maintain net capital no less than the greater of the highest minimum requirement applicable to its ratio requirement under paragraph (a)(1) of this section, or to any of its activities under paragraph (a)(2) of this section, and must otherwise not be "insolvent" as that term is defined in paragraph (c)(16) of this section. City of Santa - Annual Page K July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-75 STRUCTURED NOTES: Notes issued by Government Sponsored Enterprises (FHLB, FNMA, SLMA, etc.) and Corporations, which have imbedded options (e.g., call features, step up coupons, floating rate coupons, derivative -based returns) into their debt structure. Their market performance is impacted by the fluctuation of interest rates, the volatility of the imbedded options and shifts in the shape of the yield curve. TIME DEPOSITS: These instruments are issued by depository institutions against funds deposited for a specified length of time. For the purpose of this report, time deposits (which would include instruments such as deposit notes) are distinct from CDs. The primary difference between the two is the method of interest calculation. Interest payments on time deposits are calculated in a manner similar to that of corporate bonds whereas interest payments on CDs are calculated similarly to money market instruments. TOTAL RETURN: All money earned on a bond or bond fund from annual interest and market gain or loss, if any, including the deduction of sales charges and/or commissions. WHEN ISSUED (WI): A conditional transaction in which an authorized new security has not been issued. All "when issued" transactions are settled when the actual security is issued. YIELD CURVE: A graphic representation that depicts the relationship at a given point in time between yields and maturity for bonds that are identical in every way except maturity. A normal yield curve may be alternatively referred to as a positive yield curve. YIELD TO CALL (YTC): The rate of return you receive if you hold the bond to its call date and the security is redeemed at its call price. YTC assumes interest payments are reinvested at the yield -to -call date. YIELD TO MATURITY (YTM): The overall interest rate earned by an investor who buys a bond at the market price and holds it until maturity. Mathematically, it is the discount rate at which the sum of all future cash flows (from coupons and principal repayment) equals the price of the bond. YIELD TO WORST (YTW): The lower yield of yield -to -call and yield -to -maturity. Investors of callable bonds should always do the comparison to determine a bond's most conservative potential return. ZERO -COUPON SECURITIES (STRIPS): Security that is issued at a discount and makes no periodic interest payments. The rate of return consists of a gradual accretion of the principal of the security and is payable at par upon maturity. California state law does not allow local agencies to purchase these securities because of the greater interest rate risk and price volatility associated with them. Signature: Q_�f Email: kdowns@santa-ana.org City of Santa - Annual Page L July 1, 2020 - Statement of Investment Policy June 30, 2021 55A-76 #2_Exhibit 2 - Statement of Investment Policy (Complete - All Parts) - 5-7-20 Final Audit Report 2020-05-07 Created: 2020-05-07 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAmknXni2680Fbbdb9MyXaMrbLS5fa-Rt V2_Exhibit 2 - Statement of Investment Policy (Complete - All P arts) - 5-7-20" History Document created by Kristin Andrade (kandrade@santa-ana.org) 2020-05-07 - 5:01 :39 PM GMT- IP address: 98.153.69.210 124 Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2020-05-07 - 5:02:10 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2020-05-07 - 5:07:03 PM GMT- IP address: 184.181 .108.147 do Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2020-05-07 - 5:07:36 PM GMT - Time Source: server- IP address: 184.181.108.147 Signed document emailed to Kristin Andrade (kandrade@santa-ana.org) and Kathryn Downs (kdowns@santa- ana.org) 2020-05-07 - 5:07:36 PM GMT a Adobe Sign 55A-77 (� EXHIBIT 3 a 00 ASSOCIATION OF PUBLIC TREASURERS UNITED STATES & CANADA PO Box 591 •Tawas City, MI 48764 Telephone: 989.820.5205 www.aptusc.org September 21, 2018 Rosie Perez Treasury Services Specialist 20 Civic Center Plaza Santa Ana, CA 92702 Dear Ms. Perez: The Association of Public Treasurers of the United States & Canada is pleased to present the City of Santa Ana with the Association's Investment Policy Certificate of Excellence Award. The members of the Association's Investment Policy Certification Committee congratulate your government for its success in developing a comprehensive written investment policy that meets the criteria set forth by the Association's Investment Policy Certificate Committee. A team of reviewers from the Investment Policy Certification Committee reviewed your Investment Policy and approved your entity's policy for the Certificate of Excellence Award. You are cordially invited to attend the APT US & C annual conference to receive your award. Plaques are presented by the President of the Association and the Chairperson of the committee. This year, the 54th Annual Conference will be in Oklahoma City, Oklahoma from July 14th through July 17th, 2019. We hope you will be able to attend. If not, we will get your plaque to you after the conference. Once again, Congratulations on creating an excellent investment policy and attaining this award. Sincerely, Roger Wisecup, CPA, CPFA, ACPFIM Investment Policy Certification Committee Chairperson 55A-78 EXHIBIT 4 CALIFORNIA MUNICIPAL TREASURERS ASSOCIATION Serving California Since 1959 September 11, 2018 City of Santa Ana C/o Rosie Perez 20 Civic Center Plaza Santa Ana, CA 92701 Dear Rosie, Congratulations on your successful completion of the California Municipal Treasurers Association's Investment Policy Certification program. Your Policy was reviewed by a team of three reviewers from the Investment Policy Certification committee. The Policy received a passing score of 85 or higher based on CMTA's criteria for Investment Policies. The certificate is enclosed and on behalf of the California Municipal Treasurers Association, I wish to personally thank you for supporting CMTA. Don't forget next year's CMTA conference will be held at the Sheraton San Diego Hotel & Marina on April 17-19, 2019. 1 am personally looking forward to seeing you there. Sincerely, Shaun L. Farrell Investment Policy Certification Chairperson CMTA 1 700 R Street, Suite 200 1 Sacramento, CA 95811 1 www.cmta.org I Telephone: 916-231-2144 1 Fax: 916-231-2141 55A-79 FOR IMMEDIATE RELEASE Date: September 6, 2018 t MIA' News Release For more information contact: Shaun L. Farrell, Chairperson CMTA Investment Policy Certification Phone: 209-712-0428 Email: sfarrell@ci.galt.ca.us (Sacramento, California) —The California Municipal Treasurers Association (CMTA) Investment Policy Certification has been granted to the City of Santa Ana. This Investment Policy Certification recognizes that CMTA has validated that the City of Santa Ana's Investment Policy adheres with the State of California Government Code and meets the program requirements within 18 different topics areas deemed to be best practices for investment policies. Those topics include: Scope, Prudence, Objective, Delegation of Authority, Ethics and Conflicts of Interest, Authorized Financial Dealers and Institutions, Authorized and Suitable Investments, Review of Investment Portfolio, Investment Pools/Mutual Funds, Collateral ization, Safekeeping and Custody, Diversification, Maximum Maturities, Internal Controls, Performance Standards, Reporting, Investment Policy Adoption and Glossary. Once a policy is received by CMTA, it is independently evaluated using a scoring matrix by three separate CMTA professionals. When the agency receives a passing score, the Investment Policy earns the 'Certified' distinction. To enhance the municipal treasurer's role, CMTA has developed a number of certification programs to reflect best practices and increase an individual's knowledge of fixed income instruments. The Investment Policy Certification program began in 2012 with the support from the California Debt and Investment Advisory Commission. It is open to all government agencies within the State of California including special districts, cities and counties. CMTA was founded in 1958 by a handful of Municipal Treasurers from both Northern and Southern California whose primary interest was to improve theirfunction in local Government. CMTA is a professional organization governed by active public officials who are representatives of their own local governmental units. 55A-80 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE ADOPT RESOLUTION TO DETERMINE COMPLIANCE WITH THE SANTA ANA COUNCIL RESIDENCY REQUIREMENT PER CHARTER SECTION 401 CLERK OF COUNCIL USE ONLY: _••e• 97 ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution to determine compliance with the Santa Ana residency requirement per Charter Section 401. DISCUSSION Pursuant to Santa Ana Charter Section 401, "to be eligible to be elected to the office of councilmember, a person must be a qualified voter and a thirty (30) day resident of the ward from which the candidate is nominated at the time nomination papers are issued as provided for in the Elections Code of the State of California, except that the mayor need only be a registered voter and thirty (30) day resident of the city at such time." The Santa Ana Council Residency Policy will provide guidance to potential candidates seeking elective office in the City of Santa Ana to provide acceptable supporting documentation that must be current and valid for a date not less than 30 days from the date the nomination paper is issued. In addition, the policy will require elected officials to submit proof of residency annually throughout the entire term of office to the Clerk of the Council. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 - Team Santa Ana, Objective #2 (establish communication plans to engage and inform employees and the community about City activities). FISCAL IMPACT There is no fiscal impact associated with this action. Exhibits: 1. Resolution Exhibit "A" - Council Residency Policy 55B-1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALIFORNIA, ESTABLISHING A POLICY ENTITLED "COUNCIL RESIDENCY POLICY" TO ESTABLISH CRITERIA REGARDING DOCUMENTATION NECESSARY TO DEMONSTRATE COMPLAINCE WITH CHARTER SECTION 401 WHEREAS, Section 401 of the Santa Ana City Charter requires persons running for City Council to be a thirty (30) day resident of the ward from which the candidate is nominated and requires persons running for mayor to be a thirty (30) day resident at the time nomination papers are issued; and WHEREAS, in recent election cycles, there has been controversy regarding the residency of Council candidates; and WHEREAS, there is a need to establish criteria regarding documentation necessary to demonstrate compliance with the City's residency requirements for candidates of elected office to assist candidates running for elected office in the City and to increase transparency in the nomination process for local elected office; and WHEREAS, Santa Ana City Charter Section 401 also requires elected officials to live in their respective ward for their entire term; and WHEREAS, there is a need to establish a Council Residency Policy establishing criteria for documentation necessary to demonstrate compliance with the City's residency requirements for candidates for elected office to be verified by the Clerk of the Council. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. That the City Council adopts the attached Council Residency Policy (Exhibit "A") to establish criteria regarding documentation necessary to demonstrate compliance with the City's residency requirement in Santa Ana City Charter Section 401. SECTION 2. This Resolution shall take effect immediately upon its adopting by the City Council, and the Clerk of Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 19th day of May, 2020. #41505v1 Resolution 2020-XXX Page 1 of 2 Miguel A. Pulido Mayor 55B-2 APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: d.G2w 4, R Laura A. Rossini Acting Chief Assistant City Attorney AYES Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council do hereby attest to and certify the attached Resolution No. 2020-OXX to be the original resolution adopted by the City Council of the City of Santa Ana on May 19, 2020. Date #41505v1 Resolution 2020-XXX Page 2 of 2 Daisy Gomez Clerk of the Council City of Santa Ana 55B-3 Exhibit A City of Santa Ana Policies and Procedures D City Council Approval Section: COUNCIL RESIDENCY POLICY Date Approved: Number: SECTION 1 DEFINITIONS By -Ward Elections On the November 6, 2018 General Municipal Election, voters approved a Charter amendment to transition from at -large City Councilmember elections to by -Ward elections. Wards 1, 3, and 5 will be subject to election on November 3, 2020, serving a four-year term. Wards 2, 4, and 6 will be subject to election on November 8, 2022, serving a four-year term. The Mayor shall be elected from the City at -large, serving a two-year term. The City is divided into Wards and one member is elected per Ward. Only the voters in a specific City Council Ward may vote for City Council candidates for that Ward. City "City" means the City of Santa Ana, a municipal corporation. Santa Ana City Charter Section 401 This Charter Section provides in pertinent part that to be eligible to be elected to the office of Councilmember, a person must be a qualified voter and a thirty (30) day resident of the ward from which the candidate is nominated at the time nomination papers are issued. The Mayor need only be a registered voter and a thirty (30) day resident of the City at such time. In the event any Councilmember other than the Mayor shall cease to be a resident of the Ward from which the Councilmember (or, in the case of an appointee, the Councilmember's predecessor) was elected, or in the event the Mayor shall cease to be a resident of the City, the office shall immediately become vacant and shall be filled in the same manner as herein provided for other vacancies; provided, that where a Councilmember ceases to be a resident of the ward from which the Councilmember (or, in case of an appointee, the Councilmember's predecessor) was elected solely because of a change in boundaries of any ward as in this charter provided, the Councilmember shall not lose the office by reason of such change. If a 556-4 member of the City Council shall be convicted of a crime involving moral turpitude, the office shall immediately become vacant and be so declared by the City Council. SECTION 2 PURPOSE OF POLICY The following policy is enacted to establish what types of supporting documentation can be provided by City Council and Mayoral candidates and sitting City Councilmembers and the Mayor to demonstrate that the candidate or elected official resides in their respective Ward or within the City they will or do represent. Objectives of Policy: 1. To establish what types of documentation are sufficient to establish residency pursuant to Charter section 401. 2. To establish what types of documentation are sufficient to verify continued residency in the Ward or in the City for current elected officials. 3. To protect the interests of all Santa Ana citizens and maintain proper representation by developing policies that will help ensure that the Councilmembers truly reside in the Ward they represent and the Mayor truly resides in the City of Santa Ana. 4. To adopt enabling legislation via a municipal resolution to establish necessary policies. Accomplishing the above stated objectives will help ensure that both the letter and spirit of Charter Section 401 will be implemented as Santa Ana voters intended. SECTION 3 RESIDENCY REQUIREMENTS FOR MAYOR AND COUNCIL CANDIDATES In addition to providing the County of Orange Registrar of Voters proof of voter registration at a residential address in the respective Ward when that residence is claimed by a candidate running for a City Council seat or within the City for the Mayoral seat, candidates must provide no less than two of the following additional documentation to the Clerk of the Council to verify that candidates meet the 30-day residency requirement. This additional documentation must be current and valid in the candidate's name and residence address for a date not less than 30 days from the date the nomination paper is issued: 1. PROOF OF HOME OWNERSHIP / RENTAL PROPERTY. Proof of home ownership as evidenced by 1) a copy of a title deed or grant deed, a mortgage 556-5 payment billing statement verifying the address or any other document that can verify home ownership and residency of the property; or 2) evidence of a homeowner's property tax exemption filed with the County of Orange Assessor for proof that the home is the primary residence; or If candidates do not have a tax exemption on file, they must submit an affidavit signed by the candidate under penalty of perjury verifying that the home is the candidate's primary residence; or If the home ownership is in the name of a person other than the candidate, or in the name of a legal entity, such as a trust, partnership, or corporation, the candidate must submit a signed and notarized affidavit, under penalty of perjury, by the homeowner or authorized legal representative of the entity verifying that candidate is living in the home as their primary residence; or If the residence is rented or leased by the candidate, the candidate will provide proof of residency by submitting a signed copy of a current and legally enforceable lease or rental agreement demonstrating that the candidate resided at the specified address at least 30 days prior to issuing the nomination paper. However, if the lease or rental agreement expiration date is less than 30 days from the date the nomination paper is issued, the candidate shall provide proof as listed in this Section that they will reside within the Ward after that date; or If a candidate is living at a residence without a lease or rental agreement and whose name otherwise does not appear in the proof of home ownership, the candidate may have the landlord or property owner sign a notarized affidavit verifying, under penalty of perjury, the candidate's residency in the landlord or owner's property. 2. PROOF OF CALIFORNIA MOTOR VEHICLE REGISTRATION WITH INSURANCE. Proof of California motor vehicle registration and current vehicle insurance, if any motor vehicles are registered to the candidate for the residency claimed, or proof of a valid and unexpired California driver's license or identification card showing their name and address is consistent with the address shown on the nomination paper. If the residence address on either the driver's license or auto registration is in the process of being changed to a residence address in the respective Ward that residence is claimed for running for a City Council seat or at an address within the City for a Mayoral seat, the candidate must provide a document from the California Department of Motor Vehicles (Form DMV 14) verifying the change was in process no less than 30 days before 556-6 the issuing of the nomination paper. If a candidate does not own an automobile or does not have a California driver's license or identification card, the candidate may submit any other State of California issued identification showing the residence address on the identifying document is consistent with the residence address shown on the nomination paper issued. 3. UTILITY BILL. An electric, gas, water, sewer, refuse, internet, cable TV, or landline phone bill in the candidate's name showing that the service address is consistent with the residence address in the candidate's nomination paper. In the event a utility bill has not been generated, a letter from an authorized representative of the utility provider stating that an account has been opened in the candidate's name at the residence address in the candidate's nomination paper that is no less than 30 days from the date of issuance of the nomination paper will suffice. If there is an agreement with a landlord or other legal entity, as verified by a rental contract or lease contract, that the landlord or other legal entity will pay the utility bill, the candidate must submit a notarized affidavit signed by the landlord or the other legal entity's authorized legal representative verifying, under penalty of perjury, that the landlord or other legal entity is responsible for paying the utility bill. 4. OTHER DOCUMENTS WITH CURRENT ADDRESS DATED NOT OLDER THAN 90 DAYS AND NOT LESS THAN 30 DAYS: a. School records or any official document issued by an accredited educational institution with current address sealed by the school. b. Current paycheck stub or personnel record issued by the candidate's employer showing the candidate's current residence address. c. Current homeowner or renter's insurance policy. d. Any original document issued by a governmental entity, office, or governmental authority from the U.S., California, County of Orange, City of Santa Ana , school district, agency, department, or any other political subdivision of the U.S. or State of California that is typed and contains the agency name, department name, state/county/city official seal, or is on official letterhead. 556-7 e. Current documents issued by any California court or federal court that lists the name of the candidate and the residence address. f. Original record issued by any state or national bank, state or federal savings association, trust company, industrial loan company, state or federal credit union, or any institution or entity that has issued a credit card. Additionally, the candidate must sign an affidavit, in a form approved by the Clerk of the Council and City Attorney verifying, under penalty of perjury, residency. If the candidate fails to provide any two of the above -required documents (items 1-4) and the required affidavit, the candidate will not be issued the nomination paper for failure to meet the Charter Section 401 Ward residency requirement. 1.1*01MkiMI :J:APJ I Q I.":aCA1P1 Z910 M 1114. [Wa 7e1:7[K9111 kiIM I WOU kiI Q I ILA 9*? Candidates are required to file all of the documents specified in Section 3 above with the Santa Ana Clerk of the Council's Office for verification no earlier than the beginning date of the nomination period and no later than the closing date of the nomination period. The Clerk of the Council will review and verify that all required information is correct and meets the requirements of this Policy. No later than five (5) calendar days from receipt of the candidate's documents, the Clerk of the Council's Office shall complete the review and verification of the documents. The Clerk of the Council will then do one of the following: A. If all City residency requirements are satisfied pursuant to this Policy, the Clerk of the Council's Office will provide a correspondence by email or certified mail to the candidate confirming that the candidate has met the City's residency requirements; or B. If any deficiencies are discovered in the documents provided or certain documents are missing, the Clerk of the Council's Office will provide a correspondence by email or certified mail to the candidate identifying the specific deficiency(ies) or missing document(s). The candidate will have until the closing date of the nomination period to correct the deficiencies and re -submit the required documents for verification to the Clerk of the Council; or C. If the candidate either fails to complete verification of all of the requirements of this Policy within the prescribed time limits, or the resubmitted documents do not meet the requirements of the Policy, the Clerk of the Council's Office will provide 556-8 a correspondence by email or certified mail to the candidate advising them of the failure to meet the requirements of the Policy; or D. If the documents resubmitted by the candidate meet all requirements of this Policy, the Clerk of the Council's Office will provide a correspondence by email or certified mail to the candidate confirming that the Policy's residency requirements have been met. SECTION 5 PROVIDING PROOF OF RESIDENCY FOR COUNCILMEMBERS AND MAYOR Councilmembers are required to live in the Ward they represent and the Mayor is required to live in the City of Santa Ana during their entire term in office. To ensure that the Councilmembers and Mayor continue to live in the area they represent, each elected official must submit one of the following documents to the Clerk of the Council during the last 31 calendar days of the year (December 1st to 31st), with the exception of the first year in office: 1. Proof of home ownership as evidenced by 1) a copy of a title deed or grant deed, a mortgage payment billing statement verifying the address or any other document that can verify home ownership and residency of the property, or 2) evidence of a homeowner's property tax exemption filed with the County of Orange Assessor for proof that the home is their primary residence. If the elected official does not have a tax exemption on file they must submit an affidavit signed by the elected official verifying that the home is their primary residence; or If the home ownership is in the name of a person other than the elected official, or in the name of a legal entity, such as a trust, partnership or corporation, the elected official must submit an affidavit signed by the homeowner or authorized legal representative of the entity verifying that the elected official is living in the home as their primary residence; or If the residence is rented or leased by the elected official, the elected official will provide proof of residency by submitting a signed copy of a current and legally enforceable lease or rental agreement demonstrating that the elected official resides at the specified address; or If an elected official is living at a residence without a lease/rental agreement the elected official must have the landlord or property owner sign an affidavit 55b-9 verifying, under penalty of perjury, the elected official's residency in landlord or owner's property. 2. Proof of current motor vehicle registration, if any motor vehicles are registered to the elected official for the residence claimed or proof of a valid California driver's license showing their address on their license is within the ward they represent or within the City for the Mayor. If the residence address on either the driver's license or auto registration is in process of being changed, the elected official must provide a document from the California Department of Motor Vehicles (Form DMC14) verifying the change is in process. If the elected official does not own an automobile or does not have a California driver's license, the elected official must submit any other State of California issued identification showing that their address on the identification document is consistent with the address shown on their current voter registration. 3. A current utility bill in the elected member's name showing that the service address is within the respective Ward for the Councilmember or within the City for the Mayor in the elected official's name. In the event a utility bill has not been generated, a letter from an authorized representative of the utility provider stating that an account has been opened in the elected official's name will suffice. If there is an agreement with a landlord or other legal entity, as verified by a rental contract or lease contract, that the landlord or other legal entity will pay the utility bill, the elected official must submit an affidavit signed by the landlord or the other legal entity's authorized legal representative, verifying that the landlord or other legal entity is responsible for paying the utility bill. 4. Other documents showing current residence address in the respective Ward for the Councilmember or City for the Mayor: a. School records or any official document issued by an accredited educational institution, sealed by the school. b. Current paycheck stub or personnel record issued by the elected official's employer. c. Current homeowner or renter insurance policy. d. Any original document issued by a governmental entity, office, or governmental authority from the U.S., California, County of Orange, City of Santa Ana, school district, agency, department, or any other political 556-10 subdivision of the U.S. or State of California that is typed and contains the agency name, department name, state/county/city official seal, or is on official letterhead. e. Current documents issued by any California court or a federal court that lists the name of the elected official and their residence address. f. Original record issued by any state or national bank, state or federal savings association, trust company, industrial loan company, state or federal credit union, or any institution or entity that has issued a credit card. Additionally, the elected official must sign an affidavit verifying, under penalty of perjury, residency. In the event that a Councilmember moved to a new residence within the Ward, or City for the Mayor, after the filing of the previous affidavit, the elected official must confirm the new address within 60 days of moving by providing one of the documents listed in items 1 through 4 under Section 3 and an affidavit to the Clerk of the Council. Incumbent elected officials who have not relocated since the information required by this Section was last provided may comply with this Section by supplying a copy of a current driver's license or State of California issued identification card and an affidavit that they have not relocated and all previously supplied information remains true and correct. The Clerk of the Council shall confirm that the residence address on the incumbent elected official's voter registration is consistent with the other items supplied to demonstrate the residence address in the respective Ward that residence is claimed for serving in a City Council seat or at a residence address within the City for a Mayoral seat. Failure to provide any of the above -required documents on or before December 31st of each year shall be referred to the City Council for further action. SECTION 6 INVESTIGATION AND ENFORCEMENT Any fraudulent residency complaints shall be submitted to the City Attorney for review and potential investigation. The City Attorney may refer such complaints to the County of Orange District Attorney. The District Attorney shall have the discretion to investigate 556-11 residency complaints and if sufficient evidence of fraud is found during the investigation, the District Attorney can elect to prosecute. SECTION 7 TRANSPARENCY The Clerk of the Council shall post the names and corresponding Council Ward, as appropriate, consistent with applicable confidentiality laws, of all candidates that have met the residency requirements of this Policy on the City's website and have a hard copy of the list available to be picked up at the Clerk of the Council's Office during normal business hours. Any confidential information shall be redacted before the public record is made available for inspection in accordance with the Public Records Act. After the election, the list of qualified candidates shall be removed from the City website and hard copies will no longer be available for pickup at the Clerk of the Council's Office. A copy of this Policy shall be available, year-round on the City's website and a hard copy shall be available by request at the Clerk of the Council's Office during normal business hours. This will enable prospective candidates to review the residency requirements pursuant to this Policy. M*01P7.[e3 INANIAT= The Council shall request, at a regularly scheduled meeting, to review the implementation and practice of this Policy and, if necessary, amend the Policy to reflect required changes. SECTION 9 EFFECTIVE DATE This Policy shall take effect upon final passage. This Policy, along with any subsequent amendments, shall be the Council Residency Policy of the City of Santa Ana. Council Residency Policy Adopted May 19, 2020 by Resolution No. 2020-OXX 556-12 AFFIDAVIT OF RESIDENCE Name Street Address City, State Zip Date To Whom This May Concern, I, formally acknowledge living at the street address of City of State of 20 since I have attached the following documents for your consideration showing no less than 30 days of residency address from date of signing this affidavit: Li Proof of Home Ownership/Rental Property LL Proof of Motor Vehicle Registration u Utility Bill — electric, water, sewer, refuse, internet, cable TV or landline phone services u Other: Furthermore, I swear and affirm under penalty of perjury that the facts set forth in this statement are true and accurate. Executed this _ day of 20_, in California. Declarant's signature Declarant's name (printed) 55B-13 Notary 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 County of On , before me, , Notary Public, personally appeared who proved to me on the basic 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 in the State of that the foregoing paragraph is true and correct. Place Notary Seal Above WITNESS my hand and official seal. Signature Print Name 55B-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE INTRODUCE THE DRAFT OF THE CITY OF SANTA ANA FY 2020-21 TO FY 2024-25 STRATEGIC PLAN AND PROVIDE DIRECTION TO STAFF CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Introduce the draft "City of Santa Ana FY 2020-21 to FY 2024-25 Strategic Plan" and provide direction to staff. DISCUSSION In accordance with the Santa Ana Municipal Code Section 2-157, every five years the City Manager is responsible for preparing and submitting to the City Council a strategic plan. A strategic plan sets goals for an organization and outlines a plan to achieve them. Strategic Planning is a best practice for all organizations, both public and private. With input from constituents, the City's Strategic Plan represents a shared vision for the future of Santa Ana. The last five-year strategic plan was prepared in FY 2013-14, covering the five years from July 1, 2014 to June 30, 2019. With the adoption of the FY 2019-20 budget, the City Council approved a one-year extension of the previous strategic plan. Beginning in FY 2020-21, a new strategic plan is required. At the beginning of the calendar year, the City issued a Request for Proposals from strategic planning consultants and selected OnStrategy based upon their extensive experience, including local government (including past experience with the City and County of San Francisco (CA) and the City of Reno (NV)). The process to develop the plan initiated in March 2020 and took place over the proceeding three months. Due to the impacts of the COVID-19 pandemic, all meetings took place digitally over the phone or utilizing virtual sessions. The process included data collection, interviews with the councilmembers, and an initial executive staff survey. These results were synthesized into focus areas that were then further refined by two strategic planning sessions with City management. Subsequent to those efforts, two virtual community meetings were conducted to obtain public input using social media platforms. Live events were held across Facebook Live, YouTube, and Instagram. In addition, the City posted a Strategic Plan survey on its website for two weeks to maximize public input. The community input was incorporated to refine the strategic goals and short-term initiatives. 60A-1 Introduce the Draft Five -Year Strategic Plan May 19, 2020 Page 2 Results showed the City Council, City management, and the public share many of the same goals. The proposed Plan (Exhibit 1) includes the following Strategic Priorities (not listed in order of importance): 1. Financial Stability 2. Community Safety 3. Modern Facilities & Infrastructure 4. Efficient City Services 5. Economic Diversification & Expansion Each Strategic Priority has associated goals and performance measurements for the next five years. The draft Strategic Plan also includes initiatives that will be developed one year at a time, using the Strategic Priorities and Goals as a guide. City management has internally developed specific initiatives for Fiscal Year 2020-21 to support each goal. The final plan will be presented for City Council consideration along with the presentation of the final proposed citywide budget. FISCAL IMPACT There is no fiscal impact associated with this action. Exhibit: 1. Draft Five -Year Strategic Plan 60A-2 City of Santa Ana FY2020/21 to FY2024/25 Strategic Plan Draft as of 5.19.2020 PRODUCED By OnStrategy City of Santa Ana FY2021-FY2025 Strategic Plan LETTER FROM THE CITY MANAGER Mayor and City Council, I'm proud to present to you the City of Santa Ana's five-year Strategic Plan. This document provides a vision for the Citys goals and priorities in preparation for the near -term and long-term future. The unprecedented challenge of the COVID-19 pandemic during the creation of this plan was a stark reminder of the uncertainties that the future may hold. Therefore, having a strong plan in place is essential for the City of Santa Ana to achieve success. Yet if the pandemic has taught us anything, it's that any plan also must be flexible and adaptable for when unexpected obstacles arise — and they assuredly will. The five strategic priorities identified in the plan are: 1. Financial stability 2. Community safety 3. Modern facilities and infrastructure 4. Efficient city services 5. Economic diversification and expansion These focus areas will help us ensure that resources are properly distributed and services programmed to best serve our community. Our goal is to provide safe neighborhoods and streets along with high -quality services and community facilities. At the same time, we are at a crucial moment when we need to diversify the local economy, create jobs and foster growth. To decide upon the five strategic priorities, we used City data, interviews of City Councilmembers, collaboration with the executive management team and public input sessions. That last piece, community feedback, was an essential component, but also presented a challenge to achieve through traditional means. During the pandemic stay-at-home order, we were unable to have in -person community meetings as planned, so we held two virtual public input sessions instead. Using social media and other technologies during the sessions, we outlined the goals of the strategic plan and were able to have the public participate and provide feedback. We had over 22,800 views by community members of these sessions across our online platforms. After all, Santa Ana isn't just a collection of buildings or the municipal government that provides services. Its a multiethnic and multilingual array of unique and proud neighborhoods with a deep history. Its a vibrant business sector and a destination for food, art and culture. Its about the love of family, education and community. Under this Strategic Plan and your leadership, we can guide the City of Santa Ana into a prosperous future. Respectfully, Kristine Ridge City Manager City of Santa Ana FY2021-FY2025 Strategic Plan SANTA ANA CITY COUNCIL Mayor Miguel Pulido First Elected: November 1994 Term Expires: December 2020 Email: mou1ldoC3)santa-ana.org Mayor Pro Tem Juan Villegas Ward 5 First Elected: November 2016 Term Expires: December 2020 Email: ivillegasPsanta-ana.org Councilmember Vicente Sarmiento Ward 1 First Elected: November 2008 Term Expires: December 2020 Email: vsarmientoCo)santa-ana.org Councilmember David Penaloza Ward 2 First Elected: November 2018 Term Expires: December 2022 Email: doenalozaPsanta-ana.org CouncilmemberJose Solorio Ward 3 First Elected: November 2016 Term Expires: December 2020 Email: isolorioPsanta-ana.org Councilmember Phil Bacerra Ward 4 First Elected: November 2019 Term Expires: December 2022 Email: pbacerraPsanta-ana.org Councilmember Cecilia Iglesias Ward 6 First Elected: November 2018 Term Expires: December 2022 Email ciglesiasPsanta-ana.org 20 Civic Center Plaza, M-31 • PO Box 1988 • Santa Ana, CA 92702 • Phone: (714) 647-6900 • Fax: (714) 647-6954 3 City of Santa Ana FY2021-FY2025 Strategic Plan TABLE OF CONTENTS StrategicPlan Overview................................................................................................................................................. 6 Overviewof the Planning Process..................................................................................................................................................6 StrategicPlan Elements....................................................................................................................................................................7 StrategicPlan Structure.............................................................................................................................................. 8 CurrentState.................................................................................................................................................................10 CurrentState Summary ..................................................................................................................................................................10 Strengths, Weaknesses, Opportunities &Threats/Trends.....................................................................................................11 CommunityInput..............................................................................................................................................................................12 5-Year Strategic Direction...........................................................................................................................................14 Mission- What is Our Purpose?...................................................................................................................................................14 GuidingPrinciples - How Do We Behave?..................................................................................................................................14 5-Year Vision - What Does Success Look Like?.........................................................................................................................14 Strategic Priorities - How Will We Succeed?..............................................................................................................................15 1. Financial Stability............................................................................................................................................17 2. Community Safety..........................................................................................................................................19 3. Modern Facilities & infrastructure..................................................................................................................21 4. Efficient City Services......................................................................................................................................23 5. Economic Diversification & Expansion...........................................................................................................25 FY2020-21 Strategic Initiatives...................................................................................................................................27 1. Financial Stability..........................................................................................................................................................................27 2. Community Safety........................................................................................................................................................................28 3. Modern Facilities & Infrastructure...........................................................................................................................................29 4. Efficient City Services...................................................................................................................................................................29 5. Economic Diversification & Expansion....................................................................................................................................30 4 Economic Diversification Financial & Expansion Stability r jy� y {v i. knmunity Safety Modern Facilities & Infrastructure -1.M■Sr4rrJW. 4 =` O W N City of Santa Ana FY2021-FY2025 Strategic Plan PURPOSE OF THE STRATEGIC PLAN As required by the Citys Sunshine Ordinance (SAMC Section 2-157), this strategic plan sets the City of Santa Ana's over -arching direction for the next five years with goals and performance measures. This strategic plan was designed to allow for the appropriate adaptability so that annual initiatives can be pursued based on resources available. OVERVIEW OF THE PLANNING PROCESS The process to develop the City of Santa Ana's fiscal year 2021 to 2025 strategic plan was initiated in March of 2020 and took place over a 3-month period. Due to the impacts of the COVID-19 pandemic during the planning period, all meetings took place virtually. The following summary provides an overview of the planning process, by phase. Assessment - March 2020 Data Collection - Planning documents and data were collected to inform the current state of the City. Materials included the current strategic plan, division plans, performance measures, and secondary data to establish community trends. Council Member Interviews - Individual interviews were conducted with each of the Council members, to gather individual perspective into the current state and future priorities of the City. EMT Survey- The Executive Management Team (EMT) provided their perspective via an online qualitative survey. The survey consisted of qualitative questions related to the current state, SWOT and strategic direction of the City. Assessment results were analyzed and synthesized providing valuable suggestions and insights for focus areas of the strategic plan. Themes were developed from this data and incorporated throughout the following stages of the planning process. Plan Development - April 2020 EMT Planning Sessions -Two Planning Sessions were held with the City Manager and Executive Management Team to develop the strategic direction of the City. Session #1 resulted in draft priorities and goals to present to the public for feedback. Session #2 resulted in refined goals, performance measures, and an initiative roadmap. Community Workshops -April 2020 Two public input sessions were held to engage citizens and secure their input for the Citys 5-year strategic plan. Events were conducted virtually, using social media platforms, due to public health restrictions in place from COVID-19. Live events were held across Facebook Live, YouTube and Instagram, and community feedback was collected using Poll Everywhere. Virtual workshops were well -attended: Facebook Live (2 events) - 554 views at the April 23' and 2,416 views at the April 241h event resulting in a total of 2,970 views. Instagram Live - 419 views on April 241h YouTube - 202 views on April 23' . This workshop occurred during the regular, monthly CommLink meeting with neighborhood association representatives. Members of the public that were unable to attend the live virtual meetings, were able to watch the video on Facebook or YouTube and share input with the City by completing an online survey; 76 people completed this survey. The virtual workshop recordings were also shared on the Citys website. As of May 2020, these videos have over 22,800 views. City of Santa Ana FY2021-FY2025 Strategic Plan Finalize the Plan - May 2020 Community input was incorporated to refine strategic goals and short-term initiatives and the 2021-25 Strategic Plan was submitted for approval in May 2020. Implementation -July 2020 to June 2025 City Council approval will be sought prior to the beginning of fiscal year 2020/2021. Following Council approval of the strategic plan, there will be a robust communication plan both internally as well as externally through multiple platforms. For each of the fiscal years covered by the five year strategic plan, staff will collaborate and develop the planned annual initiatives in support of each Goal. This is a critical component to successful execution as initiatives articulate the focus for the year and specific actions to achieve the City's goals. STRATEGIC PLAN ELEMENTS The key elements of a Strategic Plan answer the following questions. 1. Where are we now? (Current State/SWOT) 2. What does success look like? (Vision) 3. Why do we exist? (Mission) 4. How will we behave? (Guiding Principles) 4. What are our long-term priorities? How are we going to succeed? (Strategic Priorities) 5. What is most important right "now? (Strategic Goals & 2021 Initiatives) 6. How will we measure success? (Performance Measures) City of Santa Ana FY2021-FY2025 Strategic Plan STRATEGIC PLAN STRUCTURE How the Strategic Priorities are cascaded and who is accountable for doing what is articulated by the following structure, 1 Plan Element & DescriptionWin Strategic Priorities Describe the strategic focus areas of the plan. City Council Long - Term/5- Years Goals & Performance Measures Executive Management Outcome statements that are measurable (SMART) either by Team 1.1 completion or a metric or based on the successful completion of (as champion or isupport 3-5 Years supporting Initiatives. of cross -divisional effort) Require cross -divisional effort. Strategic Initiatives Division /Agency Directors 1.1.1 Projects, processes needed that are individual or department- or Managers <1 year specific. Accountabilities City Council - As the policy makers, the City Council will ensure the City maintains its focus on the Strategic Priorities of the plan and that resources, budget and effort support the Priorities. City Manager - As the chief executive officer, the City Manager will ensure progress against the goals in fulfillment of the strategic priorites and accountability from the organization. Executive Management Team - The department directors will lead definition of the goals and needed intitiatives to achieve those goals for their respective operational departments and cross functionally. Division Managers - These individuals are responsible for seeing that annual initiatives they are championing have the resources needed to achieve the desired outcome. Economic Diversification Financial & Expansion Stability Modern Facilities & Infrastructure a• car; 1:_: knmunity Safety City of Santa Ana FY2021-FY2025 Strategic Plan CURRENT STATE SUMMARY Santa Ana is a unique, historic, urban city with significant opportunities to capitalize on its many assets (diverse, multi- cultural community, great location to live, work and do business, public facilities and services). Santa Ana is at a crucial turning point: in order to continue to thrive, the City must invest in its existing infrastructure so that it can support the growth experienced in the past several decades as well as anticipated growth. The City must also continue to diversify its economy to realize more jobs in the community, more urban renewal and expanded revenue to support the growing demands on City services. Key to the City's success is making budget decisions that balance the needs of the community with the Citys long-term viability which will require prioritizing budgets and preparing for increased demands on the City's infrastructure and for more services as this community grows. 10 City of Santa Ana s FY2021-FY2025 Strategic Plan STRENGTHS, WEAKNESSES, OPPORTUNITIES & THREATS/TRENDS Central Location/County Seat Vibrant downtown area Dense/walkable city Diversity of revenue sources Local sales tax Appealing for development Housing Cultural diversity, strong heritage Forward -thinking mindset Innovative Business 3b & 0Generation businesses Parks & Recreation Community events, entertainment Arts, museums and cultural institutions Youth population Active and engaged neighborhood associations Strong community participation Translation Services Code Enforcement Use of technologyto collect input Active nonprofits Strong, dedicated, resilient workforce Dedicated leadership Diverse, highly capable Citystaff Institutional knowledge of long-term emploveee Resistance to economic development as'gentrification' Not considered businessfriendly Funding/lack of resources Safety / Not enough police force Deferred maintenance of City assets (Streets, facilities, equipment) Facilities that need to be upgraded Parking Lack of activities outside of downtown Santa Ana Inability to meet legal mandates Not enough digital services Inadequate financial transparency with residents Communicating and informing/educating the community Inequalities in education compared to other cities in Orange County Powerful unions Lack of focused goals & priorities Antiquated processes Contradicting policies High turnover City staffing is lean compared to population size Quality of work compromised due to insufficient staff support Lack of staff professional development 11 Impacts of COVIDT 9 Economic Recession/Fiscal Sustainability Homelessness Infrastructure & City Maintenance/Repair Crime Increasing demands to meet mandates 4`h most dense city in nation/demand on services is high Overdevelopment/population density Civic center losing some functions Housing shortage Skew younger than many CA cities Anticipate more residents moving away forjobs Anticipate seniors aging in -place Perception Santa Ana has a high sales tax Cost to provide city services Low Income Community Lack of open space Traffic congestion and parking scarcity Lack of community political participation Aging workforce and loss of institutional memory Staffing to meet growing demands High turnover Rising pension costs Increased employee costs City location /position as County Seat Urbanization & redevelopment of Downtown Streetcar project Federally -designated opportunity zone Converting industrial or commercial -zoned areas to residential Diverse Business Sector Environment/location attractive to investment Diverse housing developments & creative design/concepts Development /Redevelopment /Revitalization opportunities Green Development Preservation of history and culture Deep labor market Invest in Youth Improve City Parks & Rec Facilities More Recreation Centers and a Community Center Modernize and downsize services to a leaner/meaner model Digitize more of the work and processes Center government in OC Stream city meetings online Community education & engagement Accessibility to educational institutions Grass root neighborhood associations Staff training opportunities Good employee benefits and talented staff City of Santa Ana FY2021-FY2025 Strategic Plan COMMUNITY INPUT Through live, virtual community workshops and an online survey, Santa Ana residents offered several priorities for the City's strategic plan along with recommendations for how to achieve each priority. The themes for priorities are in bold with bulleted items reflecting recommendations. Community Safety* More City Services • More youth programs • Increase library services • Mental health services • More community/senior/youth centers • More online services • Immigration services • More bilingual staff Fiscal Responsibility • Eliminate political expenditures • Reduce labor costs • Increase taxes (e.g., on alcohol) MOST MENTIONS Affordable Housing • Provide more counseling and resources Homelessness • Prevent other communities from'dumping homeless in Santa Ana • More collaboration with non -profits • Don't criminalize Community Engagement / Communication SOME MENTIONS More / Designated Parking Street Repairs and Beautification Bike Lanes Historic Preservation Business Development & More Job Opportunities Tech park I ncu bato r/sta rt u p fu nd More help to existing businesses Lower license fees More Parks / Open Space / Recreation Downtown Infill abandoned buildings Cityjail Free / More Public Transit *Community safety received the most mentions and there were a number of people who conveyed the concept that Santa Ana could reduce its cost of police if it invested in more prevention programs (e.g., youth programs, safer parks with park rangers, reduced homelessness, addressed abandoned buildings, more affordable housing, etc.). 12 OL Economic Diversification Financial & Expansion Stability Modern Facilities & Infrastructure !AFA 011 k Am .'. knmunity Safety is City of Santa Ana FY2021-FY2025 Strategic Plan MISSION — WHAT IS OUR PURPOSE? To deliver efficient public services in partnership with our community which ensures public safety, a prosperous economic environment, opportunities for our youth, and a high quality of life for residents. GUIDING PRINCIPLES — HOW DO WE BEHAVE? Collaboration We actively engage and include all community stakeholders. Efficiency We are a results and performance -driven organization that continuously seeks to streamline operations and focuses on the productive use of resources. Equity We strive to provide equal and fair opportunity in the access and allocation of community resources. Excellence We attract, develop, and retain dedicated public servants who are committed to quality customer service. Fiscal Responsibility We utilize financial assets and resources in a prudent manner to ensure economic stability and growth. Innovation We promote a culture that encourages creativity and entrepreneurship in delivering valuable public services. Transparency We provide information openly and hold ourselves accountable to the public regarding our actions and decisions. 5-YEAR VISION — WHAT DOES SUCCESS LOOK LIKE? By 2025, Santa Ana honors its rich cultural history as it becomes a thriving urban center with welcoming green spaces and world -class amenities, services, and infrastructure. The efficient and financially stable City government will further diversify Santa Ana's housing and economy, increase the community's safety, and support programs and services that enhance residents' quality of life. Word cloud representing Santa Ana residents' input on the City's 5-year vision historic equitable individuals walkable families ensures (,youth.educacion s u sta i n a b success f rotectin }new crime education aoinvestment to yv C I ` neighborhoods i histor oc yClea n equality obs focunclusi c �S a f et riving -E' halllncluslve cdlverse o vibrantbusinesses Yhousingmoving ', students family dumping free 3ln community -oriented providing 14 City of Santa Ana s FY2021-FY2025 Strategic Plan STRATEGIC PRIORITIES - HOW WILL WE SUCCEED? Through the planning process, City Council and the executive management team (staff) with input from Santa Ana residents, five strategic priorities were identified to serve as the framework of Santa Ana's five-year strategic plan. The Priorities are numbered for reference only, not to indicate any prioritization. 1. Financial Stability: Protect and enhance revenue streams while maintaining a healthy reserve balance to provide for the expenditure of funds in support of the long-term priorities of the City's strategic plan. 2. Community Safety Provide a safe environment for residents and visitors while reducing crime and addressing the impacts of homelessness on our quality of life. 3. Modern Facilities & Infrastructure: Ensure maintenance and preservation of City facilities and roadways to better serve the population and visitors. 4. Efficient City/ Services: Streamline the methods of providing services to help ensure doing business with the City is easier and more efficient. 5. Economic Diversification & Expansion: Enhance economic vitality by growing revenue streams, attracting quality jobs, diverse businesses and desired amenities for residents. 15 I � FINANCIAL STABILITY City of Santa Ana FY2021-FY2025 Strategic Plan 1. FINANCIAL STABILITY Protect and enhance revenue streams while maintaining a healthy reserve balance to provide for the expenditure of funds in support of the long-term priorities of the City's strategic plan. Current State Santa Ana has diversified revenue and good reserve balances, but the City needs to focus on long-term stability or prioritized spending with a global view. Degree of Effort Needed to Achieve Success Over the next 5 years, Santa Ana will need to make a substantial shift from its current efforts. Goals 1.1 BALANCED BUDGET: Planned expenditures do not exceed expected revenues for the next 10 years by controlling labor costs, focusing spending on primary functions of the City and improving financial flexibility. (Finance) 1.2 DEVELOPMENT: Entice developers to build attractive businesses and housing to increase property values, resulting in an overall 10% increase in assessed valuations over the next 3 years and increased tax revenue. (Community Development) 1.3 MODERNIZE: Reduce costs by 3% over the next 5 years by streamlining administrative processes and providing easy -to -access online services to operate efficiently. (Information Technology) Performance Measures Based on the Priority and Goals, City staff identified the 5-year trajectory of each measure, either: • Steady - maintain FY2019-20 actual or estimate or realize only slight improvement. • Modest - gradual improvement from the FY2019-20 actual or estimate. • Significant - significant improvement from the FY2019-20 actual or estimate. Each Performance Measure's annual targets for future years will be set in conjunction with the annual budget process and annual initiative planning. Reserves Revenue Performance Steady $67.8M $56M Steady Projected revenue will 4% 5% recover from COVID-19 impact in FY22-23 Budget Variances Steady Expenditure savings due to hiring No significant variances freeze from adopted budget Cost Reductions Directly Modest $0 $1.OM Related to Modernization 17 COMMUNITY SAFETY 60A-20 City of Santa Ana FY2021-FY2025 Strategic Plan 2. COMMUNITY SAFETY Provide a safe environment for residents and visitors while reducing crime and addressing the impacts of homelessness on our quality of life. Current State SAIVTA A1A The level of officer engagement is low, partially due to the disconnect between the expectations of elected officials and police efforts. The City has a record number of homeless, dated facilities' designs enable criminal activity, and there is a growing presence of gang and vice activities. Degree of Effort Needed to Achieve Success Over the next 5 years, Santa Ana will need to make an incremental shift from its current efforts. Goals 2.1 HOMELESSNESS RESPONSE: Reduce the number of Santa Ana's Unsheltered Homeless. (Community Development) 2.2 EMERGENCY POLICE RESPONSES: Reduce response times to emergency calls for service. (Police) 2.3 SAFETY & PERCEPTION OF SAFETY: Enhance public safety by reducing and proactively targeting gang and violent crime. (Police) 2.4 COMMUNITY POLICING: Further implement community -based policing programming as a way of doing business; enhance transparency and community engagement. (Police) 2.5 21ACENTURY POLICING TRAINING: Focus on contemporary, best and'next' practices of de-escalation and techniques to minimize liability through technology. (Police) 2.6 CRIME PREVENTION: Implement programs and facility/infrastructure improvements that will prevent crime and reduce the demand on Santa Ana Police. (Public Works & Planning) Performance Measures Based on the Priority and Goals, City staff identified the 5-year trajectory of each measure, either: • Steady - maintain FY2019-20 actual or estimate or realize only slight improvement. • Modest - gradual improvement from the FY2019-20 actual or estimate. • Significant - significant improvement from the FY2019-29 actual or estimate. Each Performance Measure's annual targets for future years will be set in conjunction with the annual budget process and annual initiative planning. Measure 1� .Trajectory1 • 1 • i Police Response Time to Steady 7.46 minutes 5% Decrease Priority One Calls for Service Police Youth Programs Modest 81 15%Increase *Number of Youth Community Engagement Modest 52 20%Increase Meetings Homeless Outreach - Police assigned to Homeless Significant 5 Sworn Personnel 25% Increase Outreach and Engagement 19 MODERN FACILITIES & INFRASTRUCTURE City of Santa Ana FY2021-FY2025 Strategic Plan 3 MODERN FACILITIES & INFRASTRUCTURE Ensure maintenance and preservation of City facilities and roadways to better serve the population and visitors. Current State Facilities were constructed, but do not have adequate funding for operations and maintenance. The existing infrastructure lacks a plan for renovation and modernization. Degree of Effort Needed to Achieve Success Over the next 5 years, Santa Ana will need to make a substantial shift from its current efforts. Goals 3.1 PARKS MASTER PLAN: Develop and implement master plans for parks and facilities. (Parks & Recreation) 3.2 INFRASTRUCTURE MASTER PLANS: Develop and implement master plans for utilities, infrastructure, and roadways. (Public Works) Performance Measures Based on the Priority and Goals, City staff identified the 5-year trajectory of each measure, either: • Steady - maintain FY2019-20 actual or estimate or realize only slight improvement. • Modest - gradual improvement from the FY2019-20 actual or estimate. • Significant - significant improvement from the FY2019-20 actual or estimate. Each Performance Measure's annual targets for future years will be set in conjunction with the annual budget process and annual initiative planning. r r r I . Potholes Significant 30% 60% Pavement Index Modest 66 70 Sidewalk, Curb & Gutters Modest 0% 20% Outdoor Park Amenities Modest 0% 20% Replacements Park Infrastructure Modest 0% 20% Replacement 21 t EFFICIENT CITY SERVICES 60A-24 City of Santa Ana FY2021-FY2025 Strategic Plan 4. EFFICIENT CITY SERVICES SANTA A1A Streamline the methods of providing services to help ensure doing business with the City is easier and more efficient. Current State Santa Ana's services are slowly improving, butthere is an imbalance of demands and resources. Some of the Citys policies, processes, equipment and systems are dated and only support in -person delivery of services. Degree of Effort Needed to Achieve Success Over the next 5 years, Santa Ana will need to make an incremental to substantial shift from its current efforts. Goals 4.1 TECHNOLOGY MODERNIZATION: Enhance the City's capabilities to allow the public to perform more services online. (Information Technology) 4.2 EFFECTVVE, EFFICIENT POLICIES & PROCESSES: Streamline policies and processes for staff and residents to reduce the time it takes to complete City services. (Planning & Building and PWA) 4.3 COMMUNICATION & OUTREACH: Aim to reach and engage all audiences through a variety of communication outlets. (Public Information Officer) Performance Measures Based on the Priority and Goals, City staff identified the 5-year trajectory of each measure, either: • Steady - maintain FY2019-20 actual or estimate or realize only slight improvement. • Modest - gradual improvement from the FY2019-20 actual or estimate. • Significant - significant improvement from the FY2019-20 actual or estimate. Each Performance Measure's annual targets for future years will be set in conjunction with the annual budget process and annual initiative planning. Days to Provide Response to Applicants in the Plan Check Modest 7 Process - Small Projects Days to Provide Response to Applicants in the Plan Check Modest 20 Process - Major Projects 10 Time to Respond to Public Modest <10 Days Records Requests Number of City Services Significant 61 75 Offered Online Number of Public Significant 14 28 EmzaQement Meetings 23 77. Economic Diversification & Expansion 401 I'kl [0 01\VIa;#bl1214WA1140 WA 11.`1 140 City of Santa Ana FY2021-FY2025 Strategic Plan '® S. ECONOMIC DIVERSIFICATION & EXPANSION Enhance economic vitality by growing revenue streams, attracting quality jobs, diverse businesses and desired amenities for residents. Current State While historic economic growth in Santa Ana has been solid, the City's commercial areas are not generating revenue like comparable communities and commercial areas are negatively impacting neighborhoods. Additionally, the City's residents are in need of better paying jobs. Degree of Effort Needed to Achieve Success Over the next 5 years, Santa Ana will need to make a substantial shift from its current efforts. Goals 5.1 REDUCE HOMELESSNESS: Reduce the number of Unsheltered Homeless to reduce the negative impacts of homelessness on the community and to ensure Santa Ana is clean and safe. (Community Development) 5.2 INCREASE JOB OPPORTUNITIES: Increase the availability of qualityjobs for Santa Ana residents by attracting and retaining businesses. (Community Development) 5.3 TOURISM & VISITORS: Create jobs and increase City revenue by attracting investments in tourism -based development that showcases Santa Ana as an international destination. (Community Development) 5.4 ECONOMIC DEVELOPMENT: Enhance Santa Ana's business -friendly environment as a place where businesses thrive. Performance Measures Based on the Priority and Goals, City staff identified the 5-year trajectory of each measure, either: • Steady - maintain FY2019-20 actual or estimate or realize only slight improvement. • Modest - gradual improvement from the FY2019-20 actual or estimate. • Significant - significant improvement from the FY2019-20 actual or estimate. Each Performance Measure's annual targets for future years will be set in conjunction with the annual budget process and annual initiative planning. 25 Economic Diversification & Exr)ansion Sery I SANTA . Modern Facilities & Infrastructure Financial Stability .. FYZUZU=ZL ` a INITIATIVE F i •T�M - 1 City of Santa Ana FY2021-FY2025 Strategic Plan 1. FINANCIAL STABILITY FY20-21 Strategic Initiatives 1.1 BALANCED BUDGET Comprehensive review and recommendations for labor MOD's. Planned expenditures do not exceed expected revenues for the next 10 years by Inform the City Council and public of progress on the City's primary functions controlling labor costs, focusing spending on primary functions of the City and with monthly public information. improving financial flexibility. Propose methods to control pension costs. Lead: Finance Director / City Treasurer 1.2 DEVELOPMENT Catalog the issues developers have with Santa Ana. Entice developers to build attractive businesses and housing to increase Comprehensive review of developer fees and assessment district opportunities. property values, resulting in an overall 10% increase in assessed valuations over the Prepare an update to the business license code for voter approval. next 3 years and increased tax revenue. Lead: Community Development Director 1.3 MODERNIZE Research best practices and survey our customers for optimal service models. Reduce costs by 3% over the next 5 years by streamlining administrative processes and providing easy -to -access online Comprehensively plan a schedule of technology upgrades and necessary services to operate efficiently. resources, maximizing economies of scale and inter -department solutions. Lead: Information Technology Director 27 City of Santa Ana FY2021-FY2025 Strategic Plan 2. COMMUNITY SAFETY ..FY20-21 Strategic Initiatives 2.1 HOMELESSNESS RESPONSE Isolate vulnerable homeless, prevent spread of COVID-19. Reduce the number of Santa Ana's Unsheltered Homeless. Lead: Community Development Director 2.2 EMERGENCY POLICE RESPONSES Complete Calls for Service policy analysis.. Reduce response times to emergency calls for service. Lead: Police Chief 2.3 SAFETY & PERCEPTION OF SAFETY Complete community satisfaction survey. Enhance public safety, by reducing and proactively targeting gang and violent crime. Lead: Police Chief 2.4 COMMUNITY POLICING Create youth mentorship pathways. Further implement community -based policing programming as a way of doing business; enhance transparency and community engagement. Lead: Police Chief 2.5 21ACENTURY POLICING TRAINING Publicize crime data information. Focus on contemporary, best and 'next' practices of de-escalation and techniques Conduct leadership training. to minimize liability through technology Lead: Police Chief 2.6 CRIME PREVENTION Increase code enforcement efforts over vacant private properties. Implement programs and facility/infrastructure improvements that will prevent crime and reduce the demand on Incorporate design considerations in public infrastructure improvements to Santa Ana Police. better deter undersirable activity. Lead: Public Works Director & Planning Director 28 City of Santa Ana FY2021-FY2025 Strategic Plan 3. MODERN FACILITIES & INFRASTRUCTURE 3.1 PARKS MASTER PLAN Identify funding, hire consultant, and start the Parks master planning process. Develop and implement master plans for parks and facilities. Lead: Parks & Recreation Director 3.2 INFRASTRUCTURE MASTER PLAN Identify funding, hire consultants, and start the Infrastructure master planning Develop and implement master plans for process. utilities, infrastructure, and roadways. Lead: Public Works Director 4. EFFICIENT CITY SERVICES 4.1 TECHNOLOGY MODERNIZATION Enhance the Citys capabilities to allow the public to perform more services online. Lead: Information Technology Director 4.2 EFFECTIVE, EFFICIENT POLICIES & PROCESSES Streamline policies and processes for staff and residents to reduce the time it takes to complete City services. Lead: City Clerk 4.3 COMMUNICATION&OUTREACH Aim to reach and engage all audiences through a variety of communication outlets. Lead: Public Information Officer 29 Establish electronic Plan Checking. Implement Agenda Management System. Implement Appointment Scheduling System for Public. Digitize records. Develop election filing procedures. Citywide records management. Daily or weekly new/press release/public address. Develop a comprehensive communication plan. City of Santa Ana FY2021-FY2025 Strategic Plan S. ECONOMIC DIVERSIFICATION & EXPANSION .. Increase the presence of QOLT during dusk, dawn and weekends. 5.1 REDUCE HOMELESSNESS Reduce the number of unsheltered Supplement existing QOLTwith procurement of contractors for maintenance homeless to reduce the negative impacts services and establish additional COLT teams to commence in October 2020. of homelessness on the community and to ensure Santa Ana is clean and safe. Expand pathwayto affordable housing opportunities. Lead: Community Development Director Develop Homeless Kit. 5.2 INCREASE JOB OPPORTUNITIES Strengthen and expand citywide business attraction efforts in order to achieve Increase the availability ofqualityjobs the Citys full employment potential. for Santa Ana residents by attracting and retaining businesses. Promote new and retention of existing job -producing businesses that provide Lead: Community Development Director living -wage employment opportunities. 5.3 TOURISM & VISITORS Assist in the planning/strategy execution to establish public -private partnerships Create jobs and increase City revenue by to develop new permanent facilities/attractions. attracting investments in tourism -based development that showcases Santa Ana as an international destination. Lead: Community Development Director Attract and retain businesses with high positive net revenue implications for local 5.4 ECONOMIC DEVELOPMENT Enhance Santa Ana's business -friendly government, particularly business -to -business taxable sales transactions. environment as a place where businesses thrive. Lead: Community Development Director 30 Economic Diversification Financial & Exr)ansion Stability Sery I SANTA . Modern Facilities & Infrastructure REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 19, 2020 TITLE: PUBLIC HEARING: ADOPT A RESOLUTION APPROVING A MITIGATED NEGATIVE DECLARATION, AND THE MITIGATION MONITORING AND REPORTING PROGRAM FOR WELL 32 IMPROVEMENTS (NON -GENERAL FUND) /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO 1�1��►1�1�1:7q:7 RECOMMENDED ACTION Adopt a resolution approving a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program. DISCUSSION Well 32, located in Morrison Park, is within the well cluster feeding the Garthe Pump Station that serves as the primary water source for the north and west parts of the city. For the last twelve years, the well has been inactive due to high nitrate levels. The City is proposing to rehabilitate Well 32, replace the existing well pump and construct an above -ground well building, a water disinfection building, and approximately 3,250 feet of new pipeline. The water from the rehabilitated Well 32 will then be pumped to the John Garthe Reservoir site for additional treatment. These improvements will greatly alleviate stress on our current well infrastructure and improve the water quality within the top layer of the water aquifer. The City entered into an agreement on June 20, 2017 with Tetra Tech Inc. for engineering design, and environmental preparation and process compliance pursuant to the California Environmental Quality Act (CEQA). In accordance with CEQA, an Initial Study and Mitigated Negative Declaration (IS/MND) was prepared for this project (Exhibit 1) along with a Mitigation Monitoring and Reporting Program (Exhibit 2), both of which must be approved and adopted by the City Council (Exhibit 3) in order to move forward with the rehabilitation of Well 32. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). 75A-1 Adopt Resolution to Approve Mitigated Negative Declaration for Well 32 Improvements May 19, 2020 Page 2 ENVIRONMENTAL IMPACT In accordance with CEQA, the recommended action has been reviewed through an Initial Study/Mitigated Negative Declaration. Sections 15070 through 15075 of the State CEQA Guidelines (Article 6) guide the process for the preparation of a mitigated negative declaration. The MND prepared for this project contains a project description, project location map and findings that the project, with mitigation, will not have a significant effect on the environment. The City provided public notice of the public comment period that began on October 24, 2019 and ended on November 22, 2019. The IS/MND was also distributed to all interested or required parties listed on the City's distribution list. One public comment was received. The comment received during the comment period did not provide a basis to identify any new significant impacts or "significant new information" that would require recirculation of the IS/MND. The Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program are on file in the Clerk of the Council office. FISCAL IMPACT There is no fiscal impact associated with this action. NS/CB/RR Exhibits: 1. Initial Study/Mitigated Negative Declaration 2. Mitigation Monitoring and Reporting Program 3. Resolution 75A-2 Final Initial Study/Mitigated Negative Declaration Prepared for: City of Santa Ana Public Works Agency 220 S. Daisy Avenue Santa Ana, California 92703 Contact: Armando Fernandez Senior Civil Engineer, P.E. 714.647.3316 Prepared by: Tetra Tech, Inc. 17885 Von Karman Avenue, Suite 500 Irvine, California 92614-6213 Contact: Paula Fell Environmental Task Manager 949.809.5147 December 2019 75A-3 75A-4 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration TABLE OF CONTENTS 1.0 INTRODUCTION........................................................................................ 1.1 INITIAL STUDY/MITIGATED NEGATIVE DECLARATION PUBLIC REVIEW......................................................................................... 1.2 AVAILABILITY OF INITIAL STUDY/MITIGATED NEGATIVE DECLARATION.............................................................................. 1.3 PROJECT DESCRIPTION.............................................................. 1.4 FINAL INITIAL STUDY/MITIGATED NEGATIVE DECLARATION.. 2.0 RESPONSE TO COMMENTS ....................................... 2.1 OVERVIEW....................................................... 2.2 LIST OF COMMENTERS ................................... 2.3 COMMENTS AND RESPONSE TO COMMENT 2.3.1 Comment Letter No. 1 ............................ 3.0 CLARIFICATIONS AND MODIFICATIONSTO THE IS/MND.... 4.0 PROJECT IMPACTS AND MITIGATION MEASURES 4.1 PROJECTIMPACTS....................................... 4.2 MITIGATION MEASURES ............................... Appendices Appendix A Comment Letter Appendix B Mitigation Monitoring and Reporting Plan December 2019 Page 75A-5 .1-2 .2-1 .2-1 .2-1 .2-1 .2-1 .3-1 .4-1 .4-1 .4-1 D City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration This page intentionally left blank a Page ii 75A-6 December 2019 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration 1.0 INTRODUCTION 1.1 INITIAL STUDY/MITIGATED NEGATIVE DECLARATION PUBLIC REVIEW In accordance with the California Environmental Quality Act (CEQA) Section 21091 and State CEQA Guidelines Section 15073, the Initial Study/Mitigated Negative Declaration (IS/MND) for the Well No. 32 Rehabilitation Project was circulated for a 30-day public review and comment period from October 24, 2019 to November 22, 2019. The subject of this IS/MND is to rehabilitate existing Well No. 32 located at Morrison Park in the City of Santa Ana, and the construction of approximately 3,250 linear feet of new pipeline to pump the well water to the existing John Garthe Reservoir. 1.2 AVAILABILITY OF INITIAL STUDY/MITIGATED NEGATIVE DECLARATION The draft IS/MND was available for review at the following locations: City of Santa Ana, Public Works Agency, 220 S. Daisy Avenue, Santa Ana, CA 92703 • Santa Ana Public Library, 26 Civic Center Plaza Santa Ana, CA 92701 1.3 PROJECT DESCRIPTION Project Location The proposed City of Santa Ana Well No. 32 Rehabilitation Project ("Project") site is located in the City of Santa Ana, in the central portion of Orange County (County), within Township 4 South, Range 10 West (unsectioned), Township 5 South, Range 10 West, Section 1, on the Anaheim, California, U.S. Geological Survey 7.5-minute Quadrangle Map (1977). Well No. 32 is located at 2801 North Westwood Avenue in the southwest corner of Morrison Park. A new proposed pipeline will connect the well to the existing John Garthe Reservoir traversing North Westwood Avenue to West Memory Lane to North Bristol Street. Project Description The City of Santa Ana (City) is proposing to rehabilitate existing Well No. 32 by removing the existing pump and installing a new one with a variable frequency drive to pump well water. The Project includes construction of approximately 3,250 linear feet of new pipeline to pump the well water to the existing John Garthe Reservoir. The project also includes a new above ground well building with an electrical room and a separate chemical facility building for on -site generation of sodium hypochlorite to disinfect well production waters. Appurtenant features include demolition of underground facilities, site improvements and landscaping. The City encompasses 27.5 square miles and has a population of over 325,000 people. The City operates a water distribution system which includes more than 450 miles of water mains and over 44,000 water services. The City's potable water is obtained by using a combination of pumping from the Orange County Groundwater Basin using 21 existing groundwater wells and importing water via seven (7) Metropolitan Water District pipeline connections. The City has some wells that produce groundwater with elevated nitrate levels. The City has developed a Nitrate Blending Plan that mixes the high nitrate groundwater with low nitrate groundwater. One of the high nitrate wells is Well No. 32 and it has been inactive for over nine (9) years due to low operating efficiencies and high nitrate levels. It is the City's goal to rehabilitate Well No. 32 and re -commission the well for service. Instead of treating the high nitrates at the well site and impacting Morrison Park, the City intends to incorporate Well No. 32 into its existing Nitrate Blending Plan. Water from Well No. 32 will be pumped to the John Garthe Reservoir site. At the John Garthe Reservoir site, the City blends December 2019 Page 1-1 75A-7 N City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration low nitrate water from Well Nos. 36 and 39 (both located at the reservoir site) with higher nitrate water from Well Nos. 18 and 24 and once reinstated, Well No. 32. By reinstating Well No. 32, the City can more effectively improve its water supply reliability and help ease the burden on the other water production distribution facilities. The disturbed surface area for the rehabilitation of Well No. 32 and construction of the associated pipeline is approximately 0.278 acres. Construction is anticipated to begin in the first quarter of 2020 and continue for approximately 14 months. Once operational, the potential production capacity of rehabilitated Well No. 32 is expected to range from 2,000 to as much as 2,500 gallons per minute. 1.4 FINAL INITIAL STUDY/MITIGATED NEGATIVE DECLARATION The final IS/MND consists of: • The draft IS/MND, which is incorporated into this final IS/MND by reference • Public comments received during the public review period, see Section 2 and Appendix A • Response to the public comments, see Section 2 • Clarifications and modifications to the draft IS/MND, see Section 3 • Project Impacts and Mitigation Measures, see Section 4 • The Mitigation Monitoring and Reporting Plan, see Appendix B These contents constitute the final IS/MND, to be presented to the City of Santa Ana City Council for certification and approval. a Page 1-2 75A-8 December 2019 2.0 RESPONSE TO COMMENTS 2.1 OVERVIEW During this public review period a total of of comments received during the comment period impacts or "significant new information" that preparation of an Environmental Impact Report. City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration ie comment letter was received. None of the provide any basis to identify any new significant would require recirculation of the IS/MND or Although a lead agency is not required to provide written responses to comments on negative declarations or MNDs under the CEOA, the City of Santa Ana Well No.32 Rehabilitation Project has evaluated the comments received on the Well No. 32 Rehabilitation Project IS/MND, and has elected to provide response to comments, as well as clarifications to the IS/MND. 2.2 LIST OF COMMENTERS The following representative of an organization submitted written comments on the draft I S/MND: Richard Vuong, Manager, Planning Division, OC Public Works Service Area/OC Development Services 2.3 COMMENTS AND RESPONSE TO COMMENT This section excerpts those comments received that specifically pertain to the scope and content of the draft IS/MND. A copy of the comment letter is included in Appendix A. 2.3.1 Comment Letter No. 1 Richard Vuong, Manager, Planning Division, OC Public Works Service Area/OC Development Services Comment 1-1 As stated in the Draft Initial Study/Mitigated Negative Declaration, the proposed 12" water pipeline will cross over the Santiago Creek Channel (OCFCD Facility No. E08). Please be advised that any work that occurs in or upon the OCFCD right-of-way or flood control facilities shall be conducted so as not to adversely impact channel's structural integrity, hydrology, hydraulic flow conditions, access, maintainability and future channel improvements. Response to Comment 1-1 The proposed Project will not directly involve the Orange County Flood Control District [OCFCDj flood control facilities. The proposed Project Pipeline will cross over Santiago Creek Channel (OCFCD Facility No. E08) within a bay opening beneath the Bristol Street Bridge (replacing an existing pipeline of the same size) and will not adversely impact channel's structural integrity, hydrology, hydraulic flow conditions, access, maintainability and future channel improvements. Comment 1-2 Furthermore, all proposed projects within OCFCD right-of-way should be reviewed and approved by OC Public Works where the work would be conducted only after an encroachment permit has been obtained. For information regarding the permit application process and other details, please refer to the Encroachment Permits Section link on the OC Public Works website: http://www.ocpublicworks.com/ds/permits/encroachment permits. Technical reviews and approvals for the proposed work will be accomplished within the permit process. December 2019 Page 2-1 75A-9 N City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration Response to Comment 1-2 An encroachment permit for this project will be applied for with OC Public Works. Discussion of this permit will be added to the section discussing the permits and/or approval required from other public agencies. See Section 3 for modification to the IS/MND. Page 2-2 75A-10 December 2019 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration 3.0 CLARIFICATIONS AND MODIFICATIONSTO THE IS/MND The following clarifications and modifications are intended to update the draft IS/MND in response to the comments received during the public review period. These modifications clarify, amplify, or make insignificant changes to the IS/MND. Revisions to the IS/MND have not resulted in new significant impacts or mitigation measures or increased the severity of an impact. None of the criteria for recirculation set forth in the CEQA Guidelines section 15088(a) have been met, and recirculation of the IS/MND or preparation of an Environmental Impact Report is not required. The changes to the draft IS/MND are listed by section and page number. Text which has been removed is shown in this chapter with a strikethrough line, while text that has been added is shown with bold and italics. Section 2.3 Other Public Agencies Whose Approval Is Required Page Clarification/Revision 2-9 Other public agencies whose approval is expected to be required in the form of permits, financing approval, or participation agreements are as follows: • Santa Ana Regional Water Quality Control Board National Pollutant Discharge Elimination System (NPDES) Permit for well rehabilitation; Storm Water Pollution Prevention Plan for construction activities and development discharge; • Orange County Flood Control District— Discharge Permit; • Orange County Fire Authority — Planning and Development Fire Service Permit; • Orange County Public Works Agency— Encroachment Permit; • City of Santa Ana, Department of Public Works — Encroachment Permit; • City of Santa Ana, Department of Planning and Building — Building, Electrical, Plumbing, Mechanical, Grading, and Police Permits; • City of Santa Ana, Department of Parks and Recreation — Planning and Development Fire Service Permit; and • City of Costa Mesa — Encroachment Permit. December 2019 Page 3-1 75A-11 N City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration This page intentionally left blank Page 3-2 75A-12 December 2019 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration 4.0 PROJECT IMPACTS AND MITIGATION MEASURES 4.1 PROJECTIMPACTS An IS has been prepared to assess the Proposed Project's potential impacts on the environment and the significance of those impacts and is incorporated in the MND. Based on this IS, it has been determined that the Proposed Project would not have any significant impacts on the environment, once all proposed mitigation measures have been implemented. This conclusion is supported by the following findings: • There was no potential for adverse impacts on agricultural and forest resources, land use planning, or mineral resources associated with the Proposed Project. • Potential adverse impacts resulting from the Proposed Project were found to be less than significant in the following areas: aesthetics, energy, greenhouse gas emissions, hazards and hazardous materials, hydrology and water quality, population and housing, public services, recreation, transportation, utilities and service systems, and wildfire. • Full implementation of the proposed mitigation measures included in this MND would reduce potential project -related adverse impact on air quality, biological resources, cultural resources, geology and soils, noise, and tribal cultural resources to a less than significant level. 4.2 MITIGATION MEASURES The following mitigation measures have been incorporated into the scope of work for the Proposed Project and will be fully implemented by the City to avoid or minimize adverse environmental impacts identified in this IS/MND. These mitigation measures will be included in the Mitigation Monitoring and Reporting Plan prepared forthis Project (see Appendix B). Mitigation Measures: AIR-1: The Project will be required to comply with regional rules that assist in reducing air pollutant emissions. South Coast Air Quality Management District (SCAQMD) Rule 403 requires that fugitive dust be controlled with best available control measures so that the presence of such dust does not remain visible in the atmosphere beyond the property line of the emission source. In addition, SCAQMD Rule 402 requires implementing dust suppression techniques to prevent fugitive dust from creating a nuisance off site. Implementing these dust suppression techniques will reduce the fugitive dust generation (and thus PM10 and PM2.e). Compliance with these rules will reduce impacts on nearby sensitive receptors. Standard requirements and Best Management Practices include the following: • Equipment/vehicles shall not be left idling for periods in excess of five minutes. • Engines shall be maintained in good working order to reduce emissions. • Onsite electrical power connections shall be made available where feasible. • Low -sulfur diesel fuel shall be utilized. • Electric and gasoline powered equipment shall be substituted for diesel powered equipment where feasible. • Exposed soils and haul roads shall be watered up to three times per day to reduce fugitive dust during grading/construction activities, if necessary. • Street sweeping shall be conducted when visible soil accumulations occur along site access roadways to remove dirt dropped by construction vehicles. December 2019 Page 4-1 75A-13 N City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration • Site access driveways and adjacent streets shall be washed daily, if there are visible signs of any dirt track -out at the conclusion of any workday. • Construction vehicle tires shall be cleaned prior to leaving the Project site. • All trucks hauling dirt away from the site shall be covered, and speeds on unpaved roads shall be reduced below 15 miles per hour. • During high wind conditions (i.e., sustained wind speeds exceeding 20 miles per hour), areas with disturbed soil shall be watered hourly and activities on unpaved surfaces shall cease until wind speeds no longer exceed 20 miles per hour. • Storage piles that are to be left in place for more than three working days shall either be sprayed with a non -toxic soil binder, covered with plastic or revegetated. 13I0-1: Nesting Birds — Project activities that will remove or disturb potential nest sites will be scheduled outside the breeding bird season. The breeding bird nesting season typically extends from February 15 through September 15. If Project activities cannot be avoided during February 15 through September 15, a qualified biologist will conduct a pre -construction breeding bird survey for breeding birds and active nests or potential nesting sites within the limits of Project disturbance. The survey will be conducted at least seven days prior to the onset of scheduled activities, such as mobilization and staging. It will end no more than three days prior to vegetation, substrate, and structure removal and/or disturbance. If no breeding birds or active nests are observed during the pre -construction survey or they are observed and will not be impacted, Project activities may begin, and no further mitigation will be required. If a breeding bird territory or an active bird nest is located during the pre -construction survey and will potentially be impacted, the site will be mapped on engineering drawings and a no - activity buffer zone will be marked (fencing, stakes, flagging, orange snow fencing, etc.) a minimum of 100 feet in all directions or 500 feet in all directions for listed bird species and all raptors. The biologist will determine the appropriate buffer size based on the type of activities planned near the nest and the type of bird that created the nest. Some bird species are more tolerant than others of noise and activities occurring near their nest. This no -activity buffer zone will not be disturbed until a qualified biologist has determined that the nest is inactive, the young have fledged, the young are no longer being fed by the parents, the young have left the area, or the young will no longer be impacted by Project activities. Periodic monitoring by a biologist will be performed to determine when nesting is complete. Once the nesting cycle has finished, Project activities may begin within the buffer zone. If listed bird species are observed within the Project site during the pre -construction survey, the biologist will immediately map the area and notify the appropriate resource agency to determine suitable protection measures and/or mitigation measures and to determine if additional surveys or focused protocol surveys are necessary. Project activities may begin within the area only when concurrence is received from the appropriate resource agency. Birds or their active nests will not be disturbed, captured, handled or moved. Active nests cannot be removed or disturbed; however, nests can be removed or disturbed if determined inactive by a qualified biologist. CUL-1: Environmental Training — prior to construction of the Project, a qualified archaeologist will provide a cultural resource briefing that includes all applicable laws and penalties pertaining to disturbing cultural resources, a brief discussion of the prehistoric and historic regional context and archaeological sensitivity of the area, types of cultural resources found in the area, instruction that Project workers will halt construction if a cultural resource is inadvertently Page 4-2 75A-14 December 2019 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration discovered during construction, and procedures to follow in the event an inadvertent discovery (Inadvertent Discovery Plan) is encountered, including appropriate treatment and respectful behavior of a discovery (e.g., no posting to social media or photographs). If requested, a local tribal representative(s) shall be invited to participate in the environmental training to discuss or provide text from a tribal cultural perspective regarding the cultural resources within the region. CUL 2: Archaeological Monitoring — The implementing agency shall retain a qualified archaeological monitor during ground disturbing activities within native soils (below the fill level) that have the potential to impact significant archaeological resources, as determined by a qualified archaeologist in consultation with the implementing agency, and any local Native American representatives expressing interest in the Project. CUL 3: Inadvertent Discovery of Archaeological Resources During Construction — A qualified archaeologist shall prepare an Inadvertent Discovery Plan for the Project. During Project -level construction, should subsurface archaeological resources be discovered, all activity in the vicinity of the find shall stop and a qualified archaeologist shall be contacted to assess the significance of the find according to CEQA Guidelines Section 15064.5. If any find is determined to be significant, the archaeologist shall determine, in consultation with the implementing agency and any local Native American groups expressing interest, appropriate avoidance measures or other appropriate mitigation. Per CEQA Guidelines Section 15126.4(b)(3), preservation in place shall be the preferred means to avoid impacts to archaeological resources qualifying as historical resources. Methods of avoidance may include, but shall not be limited to, Project re-route or re-clesign, Project cancellation, or identification of protection measures such as capping or fencing. Consistent with CEQA Guidelines Section 15126.4(b)(3)(C), if it is demonstrated that resources cannot be avoided, the qualified archaeologist shall develop additional treatment measures, such as data recovery or other appropriate measures, in consultation with the implementing agency and any local Native American representatives expressing interest in prehistoric or tribal resources. If an archaeological site does not qualify as an historical resource but meets the criteria for a unique archaeological resource as defined in Section 21083.2, then the site shall be treated in accordance with the provisions of Section 21083.2. GEO-1: Inadvertent Discoveries of Paleontological Resources — If the construction staff or others observe previously unidentified paleontological resources during ground disturbing activities, they will halt work within a 200-foot radius of the find(s), delineate the area of the find with flagging tape or rope (may also include dirt spoils from the find area), and immediately notify a qualified paleontologist. Construction will halt within the flagged or roped -off area. The paleontologist will assess the resource as soon as possible and determine appropriate next steps in coordination with the City. Such finds will be formally recorded and evaluated. The resource will be protected from further disturbance or looting pending evaluation. NOISE-1: Construction noise levels shall fluctuate depending on the construction phase, equipment type and duration of use, distance between noise source and sensitive receptor, and the presence or absence of barriers between noise source and receptors. Therefore, the Project applicant should require construction contractors to limit standard construction activities as follows: • Equipment and trucks used for Project construction shall utilize the best available noise control techniques (e.g., improved mufflers, equipment redesign, use of intake silencers, ducts, engine enclosures and acoustically -attenuating shields or shrouds, wherever feasible). • Stationary noise sources shall be located as far from adjacent receptors as possible and shall be muffled and enclosed within temporary sheds, incorporate insulation barriers or other measures to the extent feasible. December 2019 Page 4-3 75A-15 N City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration • Impact tools (e.g., jack hammers, pavement breakers, and rock drills) used for Project construction shall be hydraulically or electrically powered wherever possible to avoid noise associated with compressed air exhaust from pneumatically -powered tools. However, where use of pneumatically powered tools is unavoidable, an exhaust muffler on the compressed air exhaust shall be used; this muffler can lower noise levels from the exhaust by up to about 10 dBA. External jackets on the tools themselves shall be used where feasible, and this could achieve a reduction of 5 dBA. Quieter procedures shall be used such as drilling rather that impact equipment whenever feasible. • No extreme noise generating activities (greater than 90 dBA) shall be allowed on Saturdays, with no exceptions. • No construction activity shall take place on Sundays or Federal holidays. Page 4A 75A-16 December 2019 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration APPENDIX A COMMENT LETTER December 2019 75A-17 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration This page intentionally left blank a December 2019 75A-18 l ficWor S Integrity, Accountability, Service, Trust Shane L. Silsby, Director November 20, 2019 NCL-19-037 Armando Fernandez, Senior Civil Engineer City of Santa Ana Public Works Agency 220 S. Daisy Avenue Santa Ana, California 92702 Subject: Proposed Mitigated Negative Declaration and Notice of Intent to Adopt the Proposed Mitigated Negative Declaration on City of Santa Ana Well No. 32 Rehabilitation Project Dear Mr. Fernandez, Thank you for the opportunity to comment on the Proposed Mitigated Negative Declaration and Notice of Intent to Adopt the Proposed Mitigated Negative Declaration on City of Santa Ana Well No. 32 Rehabilitation Project. The County of Orange offers the following comments for your consideration. OC Infrastructure Programs/Flood Programs/Hydrology As stated in the Draft Initial Study/Mitigated Negative Declaration, the proposed 12" water pipeline will cross over the Santiago Creek Channel (OCFCD Facility No. E08). Please be advised that any work that occurs in or upon the OCFCD right-of-way or flood control facilities shall be conducted so as not to adversely impact channel's structural integrity, hydrology, hydraulic flow conditions, access, maintainability and future channel improvements. Furthermore, all proposed projects within OCFCD right-of-way should be reviewed and approved by OC Public Works where the work would be conducted only after an encroachment permit has been obtained. For information regarding the permit application process and other details, please refer to the Encroachment Permits Section link on the OC Public Works website: http://www.ocpublicworks.com/ds/permits/encroachment permits. Technical reviews and approvals for the proposed work will be accomplished within the permit process. If you have any questions regarding these comments, please contact Sahar Parsi at (714) 647- 3988. 601 N. Ross Street, Santa Ana, CA 92701 P.O. Box 4048, Santa Ana, CA 92702-4048 www.acpubhcworks.conr 714.667,8800 I Info@OCP W.ocgov.00m 75A-19 Sincerely, Ric and Vuong, Manager, Planning Division OC Public Works Service Area/OC Development Services 601 N. Ross Street Santa Ana, California 92701 R ichard.Vuonapocow.ocgov.com cc: Sahar Parsi, OC Flood Programs/Hydrology & Floodplain Management Penny Lew, OC Flood Programs/Hydrology & Floodplain Management 601 N. Ross Street, Santa Ana, CA 92701 P.O. Box 4048, Santa Ana, CA 92702-4048 www.ocpublicworks.wrn 714.667.8800 1 Info@OCPw.00gov.com 75A-20 December 2019 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration APPENDIX B MITIGATION MONITORING AND REPORTING PLAN a 75A-21 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration This page intentionally left blank a December 2019 75A-22 Z_ H O a W M 0 ( 0 R c rn LL m < � R y 0 o m Z a Y u Q U j cu aNm O U) I- Z O 2 75A-23 Ld a iu C O N C O N 6 O O E _ 3 o E w M L o N N 'T 0) -. c a) O a c c E E a 0) m -po = c a7 a) a) N m n EZyY U _ a7 O O y 0 p O a .- a) a c c m a d _m y C_ Z T 3 T N a7 C Y O C a) O E 0 y c �0 3 a a) a o J prer_ 0 E v E O .0 O Y J V O_ C a) E C E E U E C M U E Of E a) N L 0 0 C a s m W a U a) J J E E E a°)) ° c_ >H a) a) a� m¢aa-p c m O J J mN a1 Y T N 4_ U C N N C a N= L a) c '0 = m E .N E E O E d d y .0 C J U� a 3 m o 0 0 E 0 a� , L U U m 0) C m .-. 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The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City is proposing to rehabilitate its Well No. 32 by removing the existing pump and installing a new one with a variable frequency drive to pump well water ("Proposed Project"). Well No. 32 has been inactive for over nine years due to low operating efficiency and elevated nitrate levels. B. The Proposed Project includes construction of approximately 3,250 linear feet of new pipeline to pump the well water to the existing John Garthe Reservoir. The Proposed Project also includes a new above -ground well building with an electrical room and a separate chemical facility building for on -site generation of sodium hypochlorite to disinfect well production waters. Appurtenant features include demolition of underground facilities, site improvements, and landscaping. C. The City intends to re -commission Well No. 32 for service. Well No. 32 will be incorporated into the City's existing Nitrate Blending Plan. Water from Well No. 32 will be pumped to the John Garthe Reservoir site. At that site, the City blends low nitrate water from Well Nos. 36 and 39 (both located at the reservoir site) with higher nitrate water from Well Nos. 18 and 24, and once reinstated, Well No. 32. D. By reinstating Well No. 32, the City can more effectively improve its water supply reliability and help ease the burden on other water production distribution facilities. E. Construction is anticipated to begin in 2020 and continue for approximately 14 months. Once operational, the potential production capacity of rehabilitated Well No. 32 is expected to range from 2,000 to as much as 2,500 gallons per minute. F. The Proposed Project is required to undergo an environmental review pursuant to the California Environmental Quality Act (CEQA) and the state CEQA Guidelines. Through its consultant, the City prepared an Initial Study/Mitigated Negative Declaration ("IS/MND") for the Proposed Project. There was no potential for adverse impacts on agricultural and forest resources, land use planning, or mineral resources associated with the Proposed Project. Potential adverse impacts resulting from the Proposed Project were found to be less than significant in the following areas: aesthetics, energy, greenhouse gas emissions, hazards and hazardous materials, hydrology and Resolution No. 2020-XXX Page 1 of 3 75A-37 jmf 4/30/20 water quality, population and housing, public services, recreation, transportation, utilities and service systems, and wildfire. Full implementation of the proposed mitigation measures included in the IS/MND would reduce potential project -related adverse impact on air quality, biological resources, cultural resources, geology and soils, noise, and tribal cultural resources to a less than significant level. G. In accordance with California Pubic Resources Code section 21091 and State CEQA Guidelines Section 15073, the Initial Study/Mitigated Negative Declaration for the Proposed Project was circulated for a 30-day public review and comment period from October 24, 2019 to November 22, 2019. Public comments were received and have been incorporated as part of the Final Initial Study/Mitigated Negative Declaration ("Final IS/MND") and are incorporated herein by reference. H. The mitigation measures set forth in the Mitigated Negative Declaration are fully enforceable and will be implemented using the related Mitigation Monitoring and Reporting Program accompanying the Final IS/MND in order to avoid or minimize adverse environmental impacts identified therein. I. On May 19, 2020, the City Council of the City of Santa Ana held a duly noticed public hearing to consider all testimony, written and oral, related to the Final IS/MND and the related Mitigation Monitoring and Reporting Program for the Proposed Project, at which time all persons wishing to testify were heard, the projectwas fully considered, and all other legal prerequisites to the adoption of this Resolution occurred. Section 2. The City Council has independently reviewed and analyzed the information contained in the Final Initial Study/Mitigated Negative Declaration prepared for the Proposed Project. The City Council has, as a result of its consideration and the evidence presented at the hearing on this matter, determined that, as required pursuant to the California Environmental Quality Act and the State CEQA Guidelines, the Final IS/MND adequately addresses the expected environmental impacts of the Proposed Project. On the basis of this review, the City Council finds that there is no substantial evidence from which it can be fairly argued that the Proposed Project will have a significant impact on the environment. Section 3. The City Council hereby adopts the Final IS/MND and the related Mitigation Monitoring and Reporting Program, a copy of which is attached as Exhibit A, and directs that a Notice of Determination be prepared and filed with the Clerk of the County of Orange in the manner required by law. This decision is based upon the evidence submitted at the above said hearing, including but not limited to: the Request for Council Action dated May 19, 2020, and exhibits attached hereto, and any public testimony, written and oral, all of which are incorporated herein by this reference. The Final IS/MND is available for viewing at the City's Public Works Agency at 20 Civic Center Plaza, Santa Ana, CA 92702. Section 4. Pursuant to Title XIV, California Code of Regulations, section 753.5(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 significant adverse effect on fish and wildlife. However, the payment of Fish and Game Department Resolution No. 2020-XXX Page 2 of 3 75A-38 jmf 4/30/20 filing fees in conjunction with this project is at the ultimate determination of the California Department of Fish and Wildlife. Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of , 2020. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:, John M. Funk Assistant City Attorney NOES: Councilmembers ABSTAIN: Councilmembers 1►[����:7X.9�����Z.1iR.71I 11iilT-M Is] =I:491 y 197ilM930el11M111lelIIQ kiWi1 ki I exelN M I ae1I kV1 I, DAISY GOMEZ, Clerk of the Council do hereby attest to and certify the attached Resolution No 2020-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date Clerk of the Council City of Santa Ana Resolution No. 2020-XXX Page 3 of 3 75A-39 II:11r_lk Final Initial Study/Mitigated Negative Declaration Prepared for: City of Santa Ana Public Works Agency 220 S. Daisy Avenue Santa Ana, California 92703 Contact: Armando Fernandez Senior Civil Engineer, P.E. 714.647.3316 Prepared by: Tetra Tech, Inc. 17885 Von Karman Avenue, Suite 500 Irvine, California 92614-6213 Contact: Paula Fell Environmental Task Manager 949.809.5147 December 2019 75A-40 75A-41 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration TABLE OF CONTENTS 1.0 INTRODUCTION..........................................................................................................1-1 1.1 INITIAL STUDY/MITIGATED NEGATIVE DECLARATION PUBLIC REVIEW...........................................................................................................1-1 1.2 AVAILABILITY OF INITIAL STUDY/MITIGATED NEGATIVE DECLARATION................................................................................................1-1 1.3 PROJECT DESCRIPTION................................................................................1-1 1.4 FINAL INITIAL STUDY/MITIGATED NEGATIVE DECLARATION ....................1-2 2.0 RESPONSE TO COMMENTS......................................................................................2-1 2.1 OVERVIEW......................................................................................................2-1 2.2 LIST OF COMMENTERS..................................................................................2-1 2.3 COMMENTS AND RESPONSE TO COMMENT...............................................2-1 2.3.1 Comment Letter No. 1...........................................................................2-1 3.0 CLARIFICATIONS AND MODIFICATIONSTO THE IS/MND........................................3-1 4.0 PROJECT IMPACTS AND MITIGATION MEASURES.................................................4-1 4.1 PROJECT IMPACTS........................................................................................4-1 4.2 MITIGATION MEASURES................................................................................4-1 Appendices Appendix A Comment Letter Appendix B Mitigation Monitoring and Reporting Plan December 2019 7 SA142 Q City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration This page intentionally left blank ' 7 frk,ij43 December 2019 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration 1.1 INITIAL STUDY/MITIGATED NEGATIVE DECLARATION PUBLIC REVIEW In accordance with the California Environmental Quality Act (CEQA) Section 21091 and State CEQA Guidelines Section 15073, the Initial Study/Mitigated Negative Declaration (IS/MND) for the Well No. 32 Rehabilitation Project was circulated for a 30-day public review and comment period from October 24, 2019 to November 22, 2019. The subject of this IS/MND is to rehabilitate existing Well No. 32 located at Morrison Park in the City of Santa Ana, and the construction of approximately 3,250 linear feet of new pipeline to pump the well water to the existing John Garthe Reservoir. 1.2 AVAILABILITY OF INITIAL STUDY/MITIGATED NEGATIVE DECLARATION The draft IS/MND was available for review at the following locations: • City of Santa Ana, Public Works Agency, 220 S. Daisy Avenue, Santa Ana, CA 92703 • Santa Ana Public Library, 26 Civic Center Plaza Santa Ana, CA 92701 1.3 PROJECT DESCRIPTION Project Location The proposed City of Santa Ana Well No. 32 Rehabilitation Project ("Project') site is located in the City of Santa Ana, in the central portion of Orange County (County), within Township 4 South, Range 10 West (unsectioned), Township 5 South, Range 10 West, Section 1, on the Anaheim, California, U.S. Geological Survey 7.5-minute Quadrangle Map (1977). Well No. 32 is located at 2801 North Westwood Avenue in the southwest corner of Morrison Park. A new proposed pipeline will connect the well to the existing John Garthe Reservoir traversing North Westwood Avenue to West Memory Lane to North Bristol Street. Project Description The City of Santa Ana (City) is proposing to rehabilitate existing Well No. 32 by removing the existing pump and installing a new one with a variable frequency drive to pump well water. The Project includes construction of approximately 3,250 linear feet of new pipeline to pump the well water to the existing John Garthe Reservoir. The project also includes a new above ground well building with an electrical room and a separate chemical facility building for on -site generation of sodium hypochlorite to disinfect well production waters. Appurtenant features include demolition of underground facilities, site improvements and landscaping. The City encompasses 27.5 square miles and has a population of over 325,000 people. The City operates a water distribution system which includes more than 450 miles of water mains and over 44,000 water services. The City's potable water is obtained by using a combination of pumping from the Orange County Groundwater Basin using 21 existing groundwater wells and importing water via seven (7) Metropolitan Water District pipeline connections. The City has some wells that produce groundwater with elevated nitrate levels. The City has developed a Nitrate Blending Plan that mixes the high nitrate groundwater with low nitrate groundwater. One of the high nitrate wells is Well No. 32 and it has been inactive for over nine (9) years due to low operating efficiencies and high nitrate levels. It is the City's goal to rehabilitate Well No. 32 and re -commission the well for service. Instead of treating the high nitrates at the well site and impacting Morrison Park, the City intends to incorporate Well No. 32 into its existing Nitrate Blending Plan. Water from Well No. 32 will be pumped to the John Garthe Reservoir site. At the John Garthe Reservoir site, the City blends December 2019 7 5A144 Q City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration low nitrate water from Well Nos. 36 and 39 (both located at the reservoir site) with higher nitrate water from Well Nos. 18 and 24 and once reinstated, Well No. 32. By reinstating Well No. 32, the City can more effectively improve its water supply reliability and help ease the burden on the other water production distribution facilities. The disturbed surface area for the rehabilitation of Well No. 32 and construction of the associated pipeline is approximately 0.278 acres. Construction is anticipated to begin in the first quarter of 2020 and continue for approximately 14 months. Once operational, the potential production capacity of rehabilitated Well No. 32 is expected to range from 2,000 to as much as 2,500 gallons per minute. 1.4 FINAL INITIAL STUDY/MITIGATED NEGATIVE DECLARATION The final IS/MND consists of: • The draft IS/MND, which is incorporated into this final IS/MND by reference • Public comments received during the public review period, see Section 2 and Appendix A • Response to the public comments, see Section 2 • Clarifications and modifications to the draft IS/MND, see Section 3 • Project Impacts and Mitigation Measures, see Section 4 • The Mitigation Monitoring and Reporting Plan, see Appendix B These contents constitute the final IS/MND, to be presented to the City of Santa Ana City Council for certification and approval. D7 %M145 December 2019 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration I+AIMN*919].&IMEioZdeL�iI �114.III K 2.1 OVERVIEW During this public review period a total of one comment letter was received. None of the comments received during the comment period provide any basis to identify any new significant impacts or "significant new information" that would require recirculation of the IS/MND or preparation of an Environmental Impact Report. Although a lead agency is not required to provide written responses to comments on negative declarations or MNDs under the CEQA, the City of Santa Ana Well No.32 Rehabilitation Project has evaluated the comments received on the Well No. 32 Rehabilitation Project IS/MND, and has elected to provide response to comments, as well as clarifications to the IS/MND. 2.2 LIST OF COMMENTERS The following representative of an organization submitted written comments on the draft IS/MND: Richard Vuong, Manager, Planning Division, OC Public Works Service Area/OC Development Services 2.3 COMMENTS AND RESPONSE TO COMMENT This section excerpts those comments received that specifically pertain to the scope and content of the draft IS/MND. A copy of the comment letter is included in Appendix A. 2.3.1 Comment Letter No. 1 Richard Vuong, Manager, Planning Division, OC Public Works Service Area/OC Development Services Comment 1-1 As stated in the Draft Initial Study/Mitigated Negative Declaration, the proposed 12" water pipeline will cross over the Santiago Creek Channel (OCFCD Facility No. E08). Please be advised that any work that occurs in or upon the OCFCD right-of-way or flood control facilities shall be conducted so as not to adversely impact channel's structural integrity, hydrology, hydraulic flow conditions, access, maintainability and future channel improvements. Response to Comment 1-1 The proposed Project will not directly involve the Orange County Flood Control District [OCFCD] flood control facilities. The proposed Project Pipeline will cross over Santiago Creek Channel (OCFCD Facility No. E08) within a bay opening beneath the Bristol Street Bridge (replacing an existing pipeline of the same size) and will not adversely impact channel's structural integrity, hydrology, hydraulic flow conditions, access, maintainability and future channel improvements. Comment 1-2 Furthermore, all proposed projects within OCFCD right-of-way should be reviewed and approved by OC Public Works where the work would be conducted only after an encroachment permit has been obtained. For information regarding the permit application process and other details, please refer to the Encroachment Permits Section link on the OC Public Works website: http://www.ocpublicworks.com/ds/permits/encroachment permits. Technical reviews and approvals for the proposed work will be accomplished within the permit process. December 2019 7 %M246 Q City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration Response to Comment 1-2 An encroachment permit for this project will be applied for with OC Public Works. Discussion of this permit will be added to the section discussing the permits and/or approval required from other public agencies. See Section 3 for modification to the IS/MND. D7 SM2$7 December 2019 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration &311=61III Nly197_rIP kiI-Ti1.III JAIQQIaN1e'll!IP lkF-1klk Ion 1:81;9hUIlk U] The following clarifications and modifications are intended to update the draft IS/MND in response to the comments received during the public review period. These modifications clarify, amplify, or make insignificant changes to the IS/MND. Revisions to the IS/MND have not resulted in new significant impacts or mitigation measures or increased the severity of an impact. None of the criteria for recirculation set forth in the CEQA Guidelines section 15088(a) have been met, and recirculation of the IS/MND or preparation of an Environmental Impact Report is not required. The changes to the draft IS/MND are listed by section and page number. Text which has been removed is shown in this chapter with a strikethrough line, while text that has been added is shown with bold and italics. Section 2.3 Other Public Agencies Whose Approval Is Required Page Clarification/Revision 2-9 Other public agencies whose approval is expected to be required in the form of permits, financing approval, or participation agreements are as follows: • Santa Ana Regional Water Quality Control Board National Pollutant Discharge Elimination System (NPDES) Permit for well rehabilitation; Storm Water Pollution Prevention Plan for construction activities and development discharge; • Orange County Flood Control District— Discharge Permit; • Orange County Fire Authority — Planning and Development Fire Service Permit; • Orange County Public Works Agency— Encroachment Permit; • City of Santa Ana, Department of Public Works — Encroachment Permit; • City of Santa Ana, Department of Planning and Building — Building, Electrical, Plumbing, Mechanical, Grading, and Police Permits; • City of Santa Ana, Department of Parks and Recreation — Planning and Development Fire Service Permit; and • City of Costa Mesa — Encroachment Permit. December 2019 75A 48 Q City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration This page intentionally left blank 7349 December 2019 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration EKlm>Y•ll]MESA AIJil2iTel& e1.IIIJAIIII[He1111IIQkiIJ,INEW11*K 4.1 PROJECT IMPACTS An IS has been prepared to assess the Proposed Project's potential impacts on the environment and the significance of those impacts and is incorporated in the MIND. Based on this IS, it has been determined that the Proposed Project would not have any significant impacts on the environment, once all proposed mitigation measures have been implemented. This conclusion is supported by the following findings: • There was no potential for adverse impacts on agricultural and forest resources, land use planning, or mineral resources associated with the Proposed Project. • Potential adverse impacts resulting from the Proposed Project were found to be less than significant in the following areas: aesthetics, energy, greenhouse gas emissions, hazards and hazardous materials, hydrology and water quality, population and housing, public services, recreation, transportation, utilities and service systems, and wildfire. • Full implementation of the proposed mitigation measures included in this MIND would reduce potential project -related adverse impact on air quality, biological resources, cultural resources, geology and soils, noise, and tribal cultural resources to a less than significant level. 4.2 MITIGATION MEASURES The following mitigation measures have been incorporated into the scope of work for the Proposed Project and will be fully implemented by the City to avoid or minimize adverse environmental impacts identified in this IS/MND. These mitigation measures will be included in the Mitigation Monitoring and Reporting Plan prepared for this Project (see Appendix B). Mitigation Measures: AIR-1: The Project will be required to comply with regional rules that assist in reducing air pollutant emissions. South Coast Air Quality Management District (SCAQMD) Rule 403 requires that fugitive dust be controlled with best available control measures so that the presence of such dust does not remain visible in the atmosphere beyond the property line of the emission source. In addition, SCAQMD Rule 402 requires implementing dust suppression techniques to prevent fugitive dust from creating a nuisance off site. Implementing these dust suppression techniques will reduce the fugitive dust generation (and thus PM10 and PM25). Compliance with these rules will reduce impacts on nearby sensitive receptors. Standard requirements and Best Management Practices include the following: • Equipment/vehicles shall not be left idling for periods in excess of five minutes • Engines shall be maintained in good working order to reduce emissions. • Onsite electrical power connections shall be made available where feasible. • Low -sulfur diesel fuel shall be utilized. • Electric and gasoline powered equipment shall be substituted for diesel powered equipment where feasible. • Exposed soils and haul roads shall be watered up to three times per day to reduce fugitive dust during grading/construction activities, if necessary. • Street sweeping shall be conducted when visible soil accumulations occur along site access roadways to remove dirt dropped by construction vehicles. December 2019 75A=-50 Q City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration • Site access driveways and adjacent streets shall be washed daily, if there are visible signs of any dirt track -out at the conclusion of any workday. • Construction vehicle tires shall be cleaned prior to leaving the Project site. • All trucks hauling dirt away from the site shall be covered, and speeds on unpaved roads shall be reduced below 15 miles per hour. • During high wind conditions (i.e., sustained wind speeds exceeding 20 miles per hour), areas with disturbed soil shall be watered hourly and activities on unpaved surfaces shall cease until wind speeds no longer exceed 20 miles per hour. • Storage piles that are to be left in place for more than three working days shall either be sprayed with a non -toxic soil binder, covered with plastic or revegetated. 13I0-1: Nesting Birds — Project activities that will remove or disturb potential nest sites will be scheduled outside the breeding bird season. The breeding bird nesting season typically extends from February 15 through September 15. If Project activities cannot be avoided during February 15 through September 15, a qualified biologist will conduct a pre -construction breeding bird survey for breeding birds and active nests or potential nesting sites within the limits of Project disturbance. The survey will be conducted at least seven days prior to the onset of scheduled activities, such as mobilization and staging. It will end no more than three days prior to vegetation, substrate, and structure removal and/or disturbance. If no breeding birds or active nests are observed during the pre -construction survey or they are observed and will not be impacted, Project activities may begin, and no further mitigation will be required. If a breeding bird territory or an active bird nest is located during the pre -construction survey and will potentially be impacted, the site will be mapped on engineering drawings and a no - activity buffer zone will be marked (fencing, stakes, flagging, orange snow fencing, etc.) a minimum of 100 feet in all directions or 500 feet in all directions for listed bird species and all raptors. The biologist will determine the appropriate buffer size based on the type of activities planned near the nest and the type of bird that created the nest. Some bird species are more tolerant than others of noise and activities occurring near their nest. This no -activity buffer zone will not be disturbed until a qualified biologist has determined that the nest is inactive, the young have fledged, the young are no longer being fed by the parents, the young have left the area, or the young will no longer be impacted by Project activities. Periodic monitoring by a biologist will be performed to determine when nesting is complete. Once the nesting cycle has finished, Project activities may begin within the buffer zone. If listed bird species are observed within the Project site during the pre -construction survey, the biologist will immediately map the area and notify the appropriate resource agency to determine suitable protection measures and/or mitigation measures and to determine if additional surveys or focused protocol surveys are necessary. Project activities may begin within the area only when concurrence is received from the appropriate resource agency. Birds or their active nests will not be disturbed, captured, handled or moved. Active nests cannot be removed or disturbed; however, nests can be removed or disturbed if determined inactive by a qualified biologist. CUL-1: Environmental Training — prior to construction of the Project, a qualified archaeologist will provide a cultural resource briefing that includes all applicable laws and penalties pertaining to disturbing cultural resources, a brief discussion of the prehistoric and historic regional context and archaeological sensitivity of the area, types of cultural resources found in the area, instruction that Project workers will halt construction if a cultural resource is inadvertently D7 5A$-51 December 2019 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration discovered during construction, and procedures to follow in the event an inadvertent discovery (Inadvertent Discovery Plan) is encountered, including appropriate treatment and respectful behavior of a discovery (e.g., no posting to social media or photographs). If requested, a local tribal representative(s) shall be invited to participate in the environmental training to discuss or provide text from a tribal cultural perspective regarding the cultural resources within the region. CUL 2: Archaeological Monitoring — The implementing agency shall retain a qualified archaeological monitor during ground disturbing activities within native soils (below the fill level) that have the potential to impact significant archaeological resources, as determined by a qualified archaeologist in consultation with the implementing agency, and any local Native American representatives expressing interest in the Project. CUL 3: Inadvertent Discovery of Archaeological Resources During Construction — A qualified archaeologist shall prepare an Inadvertent Discovery Plan for the Project. During Project -level construction, should subsurface archaeological resources be discovered, all activity in the vicinity of the find shall stop and a qualified archaeologist shall be contacted to assess the significance of the find according to CEQA Guidelines Section 15064.5. If any find is determined to be significant, the archaeologist shall determine, in consultation with the implementing agency and any local Native American groups expressing interest, appropriate avoidance measures or other appropriate mitigation. Per CEQA Guidelines Section 15126.4(b)(3), preservation in place shall be the preferred means to avoid impacts to archaeological resources qualifying as historical resources. Methods of avoidance may include, but shall not be limited to, Project re-route or re -design, Project cancellation, or identification of protection measures such as capping or fencing. Consistent with CEQA Guidelines Section 15126.4(b)(3)(C), if it is demonstrated that resources cannot be avoided, the qualified archaeologist shall develop additional treatment measures, such as data recovery or other appropriate measures, in consultation with the implementing agency and any local Native American representatives expressing interest in prehistoric or tribal resources. If an archaeological site does not qualify as an historical resource but meets the criteria for a unique archaeological resource as defined in Section 21083.2, then the site shall be treated in accordance with the provisions of Section 21083.2. GEO-1: Inadvertent Discoveries of Paleontological Resources — If the construction staff or others observe previously unidentified paleontological resources during ground disturbing activities, they will halt work within a 200-foot radius of the find(s), delineate the area of the find with flagging tape or rope (may also include dirt spoils from the find area), and immediately notify a qualified paleontologist. Construction will halt within the flagged or roped -off area. The paleontologist will assess the resource as soon as possible and determine appropriate next steps in coordination with the City. Such finds will be formally recorded and evaluated. The resource will be protected from further disturbance or looting pending evaluation. NOISE-1: Construction noise levels shall fluctuate depending on the construction phase, equipment type and duration of use, distance between noise source and sensitive receptor, and the presence or absence of barriers between noise source and receptors. Therefore, the Project applicant should require construction contractors to limit standard construction activities as follows: • Equipment and trucks used for Project construction shall utilize the best available noise control techniques (e.g., improved mufflers, equipment redesign, use of intake silencers, ducts, engine enclosures and acoustically -attenuating shields or shrouds, wherever feasible). • Stationary noise sources shall be located as far from adjacent receptors as possible and shall be muffled and enclosed within temporary sheds, incorporate insulation barriers or other measures to the extent feasible. December 2019 78A4-52 Q City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration Impact tools (e.g., jack hammers, pavement breakers, and rock drills) used for Project construction shall be hydraulically or electrically powered wherever possible to avoid noise associated with compressed air exhaust from pneumatically -powered tools. However, where use of pneumatically powered tools is unavoidable, an exhaust muffler on the compressed air exhaust shall be used; this muffler can lower noise levels from the exhaust by up to about 10 dBA. External jackets on the tools themselves shall be used where feasible, and this could achieve a reduction of 5 dBA. Quieter procedures shall be used such as drilling rather that impact equipment whenever feasible. No extreme noise generating activities (greater than 90 dBA) shall be allowed on Saturdays, with no exceptions. No construction activity shall take place on Sundays or Federal holidays. D7 %M4-53 December 2019 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration APPENDIX A COMMENT LETTER December 2019 75A-54 Q City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration This page intentionally left blank 75A-55 December 2019 UCPub1icWorks Integrity, Accountability, Service, Trust Shane L. Silsby, Director November 20, 2019 Armando Fernandez, Senior Civil Engineer City of Santa Ana Public Works Agency 220 S. Daisy Avenue Santa Ana, California 92702 NCL-19-037 Subject: Proposed Mitigated Negative Declaration and Notice of Intent to Adopt the Proposed Mitigated Negative Declaration on City of Santa Ana Well No. 32 Rehabilitation Project Dear Mr. Fernandez, Thank you for the opportunity to comment on the Proposed Mitigated Negative Declaration and Notice of Intent to Adopt the Proposed Mitigated Negative Declaration on City of Santa Ana Well No. 32 Rehabilitation Project. The County of Orange offers the following comments for your consideration. OC Infrastructure Programs/Flood Programs/Hydrology • As stated in the Draft Initial Study/Mitigated Negative Declaration, the proposed 12" water pipeline will cross over the Santiago Creek Channel (OCFCD Facility No. E08). Please be advised that any work that occurs in or upon the OCFCD right-of-way or flood control facilities shall be conducted so as not to adversely impact channel's structural integrity, hydrology, hydraulic flow conditions, access, maintainability and future channel improvements. Furthermore, all proposed projects within OCFCD right-of-way should be reviewed and approved by OC Public Works where the work would be conducted only after an encroachment permit has been obtained. For information regarding the permit application process and other details, please refer to the Encroachment Permits Section link on the OC Public Works website: http://www.ocpublicworks.com/ds/permits/encroachment permits. Technical reviews and approvals for the proposed work will be accomplished within the permit process. If you have any questions regarding these comments, please contact Sahar Parsi at (714) 647- 3988. 601 N. Ross Street, Santa Ana, CA 92701 P.O. Box 4048, Santa Ana, CA 92702-4048 www.ocpublieworks.com 714.667.8800 1 Info@OCPW.ocgov.com 75A-56 Ric and Vuong, Manager, Planning Division OC Public Works Service Area/OC Development Services 601 N. Ross Street Santa Ana, California 92701 Richa rd.Vuone Pocaw.oceov.com cc: Sahar Parsi, OC Flood Programs/Hydrology & Floodplain Management Penny Lew, OC Flood Programs/Hydrology & Floodplain Management 601 N. Ross Street, Santa Ana, CA 92701 P.O. Box 4048, Santa Ana, CA 92702-4048 w ocpublicworks.com 714.667.8800 1 Info@OCPW.00gov.com 75A-57 City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration APPENDIX B MITIGATION MONITORING AND REPORTING PLAN December 2019 75A-58 N City of Santa Ana Well No.32 Rehabilitation Project Final Initial Study/Mitigated Negative Declaration This page intentionally left blank 75A-59 December 2019 a c� O w a a z O a W Cl) 0 O � � Q Z O V- Q Q c �M. 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