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Home My WebLink About FULL PACKET_2020-06-02DRAFT MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA May 19, 2020 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, WORK STUDY SESSION, AND NON -AGENDA ITEMS, CALL: (669) 900-9128, MEETING ID: 315 965 149#. DIAL.*9 TO LET US KNOW THAT YOU WANT TO SPEAK. Session Meeting has been canceled.) CALL TO ORDER - MAYOR PULIDO'f Mayor Pulido called the meeting to order at 554 p.m. COUNCILMEMBERS Presen' 40 Mayor Pulido Mayor Pro Tern Villegas Councilmember Iglesias Councilmember Penaloza` Councilmember Sarmiento Councilmember Solorio Councilmember Bacerra COUNCILMEMBERS Absent: None COUNCILMEMBERS BACERRA, IGLESIAS, PENALOZA, SARMIENTO, SOLORIO, AND VILLEGAS DRAFT CITY COUNCIL MINUTES 104-1 MAY 19, 2020 PLEDGE OF ALLEGIANCE - MAYOR PULIDO INVOCATION - BOB KELLER, POLICE CHAPLAIN Clerk of the Council Daisy Gomez provided instructions on providing public comment. PRESENTATIONS Mayor Pulido spoke on the Proclamation naming May 17- May 23 as National Public Works Week. Mayor Pulido with request of council majority, announced that the Budget Work Study Session will be considered before the Consent Calendar items. 1. SPECIAL PRESENTATION Wireless Telecommunication Facilities — Background and Permitting Guidelines - Public Works Agency Executive Director of Public Works Agency Nabil Saba provided a brief presentation. Council provided direction to staff. Budget Work Study Session considered after the special presentation on Wireless Telecommunication Facilities. CLOSED SESSION REPORT - The City Attorney will report items to be added to Consent Calendar Item 19A from the Closed Session meeting. None, Closed Session was canceled. PUBLIC COMMENTS IkN None. 061►69A►r11116L11A►uLV'7 MOTION: Approve staff recommendations on the following Consent Calendar items: Items 10A through 55A with the exception of items: 19E, 20B, 20C, 20D, 23A, and 25C. Councilmember Solorio dissented on item 25E. Moved by Councilmember Bacerra seconded by Mayor Pro Tern Villegas. ADMINISTRATIVE MATTERS IJill►l�j�� DRAFT CITY COUNCIL MINUTES 1 O z _w MAY 19, 2020 10A. MINUTES FROM THE REGULAR MEETING OF MAY 5, 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 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 — Finance and Management Services Agency Placed on first reading at the May 5, 2020 City Council meeting and approved by a vote of 6-0 (Iglesias absent). Published in the Orange County Reporter on May 8, 2020. MOTION: Place ordinance on second reading and adopt. This consent Item - Ordinance No. NS-2990 was approved. MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) —Closed Session canceled. Closed Session meeting was canceled and cancelation notice was posted. 19B. EXCUSED ABSENCES —Clerk of the Council Office 19C. 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 — Finance and Management Services Agency MOTION: 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. 19D. RECEIVE AND FILE QUARTERLY REPORT OF INVESTMENTS AS OF MARCH 31, 2020 — Finance and Management Services Agency MOTION: Receive and file. DRAFT CITY COUNCIL MINUTES 1 Off,-3 MAY 19, 2020 19E. RECEIVE AND FILE FOOD VENDORS OPERATING IN CITY PARKS INFORMATIONAL REPORT — Parks, Recreation and Community Services Agency MOTION: Receive and file Food Vendors Operating in City Parks informational report. Executive Director of Parks, Recreation, and Community Agency Lisa Rudloff provided an update on a request for proposal. Councilmember Bacerra requested that we determine if vendor operation works in a park setting before the Municipal Code is amended. Motion to approve receive and file Food Vendors Operating in City Parks informational report. Moved by Councilmember Iglesias seconded by Councilmember Sarmiento. Councilmember Iglesias motioned to adopt, seconded by Councilmember Sarmiento. MOTION VOTE: Councilmember Iglesias AYES: BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS SECOND: Councilmember Sarmiento Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Councilmember Bacerra (7) None (0) None (0) None (0) 20A. APPROVE APPROPRIATION ADJUSTMENTS RECOGNIZING WORKFORCE INNOVATION AND OPPORTUNITY ACT (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) - Community Development Agency DRAFT CITY COUNCIL MINUTES 1 O Q _4 MAY 19, 2020 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. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-180 - 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 and appropriating same to expenditure account. 3. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-181 - 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 and appropriating same to expenditure account. 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. This Consent Item was approved - Agreement No. 2020-097 20B. 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) - Parks, Recreation, and Community Services Agency Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-175 - Recognizing $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. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-175 - Recognizing $1,640,928 DRAFT CITY COUNCIL MINUTES 1 O $, _5 MAY 19, 2020 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. Clerk of the Council, Daisy Gomez, reported out on correspondence received for Item 20B regarding the renaming of the park. Executive Director of Parks, Recreation, and Community Agency Lisa Rudloff provided a brief status on the restroom park designs and security. Councilmember Iglesias left the meeting at 8:05 p.m. Councilmember Penaloza motioned and Councilmember Sarmiento seconded with comment regarding the potential name choices for the future park located at Standard and McFadden Motion to Approve 1. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-175 - Recognizing $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. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-175 - Recognizing $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. Moved by Councilmember Penaloza seconded by Councilmember Sarmiento. Councilmember Penaloza motioned to approve, seconded by Councilmember Sarmiento. MOTION: Councilmember SECOND: Councilmember Sarmiento Penaloza VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Councilmember Bacerra (6) NOES: None (0) DRAFT CITY COUNCIL MINUTES 1 O fj, _6 MAY 19, 2020 ABSTAIN: None (0) ABSENT: Councilmember Iglesias (1) 20C. 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) - Public Works Agency Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-177 - 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 (Agreement No. A-2020- XXX). '% Council discussion ensued. Executive Director of Public Works Agency Nabil Saba provided a project update, timeline and shared that rate increase will be used towards project. Motion to Approve 1. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-177 - 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 DRAFT CITY COUNCIL MINUTES 1 U z _7 MAY 19, 2020 Manager and City Attorney (Agreement No. A-2020-098). Moved by Councilmember Penaloza seconded by Councilmember Solorio. Councilmember Penaloza motioned to approve, seconded by Councilmember Solorio. MOTION: Councilmember SECOND: Councilmember Solorio Penaloza VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Councilmember Bacerra (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Councilmember Iglesias (1) 20D. APPROVE APPROPRIATION ADJUSTMENT, AUTHORIZE BUDGET REALLOCATION, AND AWARD A CONSTRUCTION CONTRACT IN THE AMOUNT OF $255,620 TO 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)- Public Works Agency Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-178 - Recognizing $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. 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. DRAFT CITY COUNCIL MINUTES 1 O $ _8 MAY 19, 2020 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). Mayor Pulido left the meeting at 8:15 p.m. Motion to Approve 1. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-178 - Recognizing $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). Moved by Councilmember Bacerra seconded by Councilmember Solorio. Councilmember Bacerra motioned to approve, seconded by Councilmember Solorio. MOTION: Councilmember SECOND: Councilmember Solorio Bacerra VOTE: AYES: Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Councilmember Bacerra (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Mayor Pulido, Councilmember Iglesias (2) DRAFT CITY COUNCIL MINUTES 1 Off,-s MAY 19, 2020 20E. APPROVE APPROPRIATION ADJUSTMENT TO RECEIVE SB 2 GRANT FUNDS FROM STATE OF CALIFORNIA, DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT IN THE AMOUNT OF $625,000 — Planning and Building Agency MOTION: Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-182 - 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. PROJECTS/CHANGE ORDERS 44 f��c7:�9»:ii��/�9vl�►w►alb.rC.�r.�r:1��6YN9�'1�9:i��iS��►�iZy,��rr_1r IMPROVEMENT PROGRAM TO INCLUDE PROJECT CHANGES DURING THE FISCAL YEAR FOR THE IMPROVEMENT OF CITY FACILITIES (GENERAL FUND AND OTHER FUNDS) — Parks, Recreation, and Community Services Agency ` MOTION: 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. Motion to 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. Moved by Councilmember Penaloza seconded by Councilmember Solorio. Councilmember Penaloza motioned to adopt, seconded by Councilmember Solorio. MOTION: Councilmember SECOND: Councilmember Solorio Penaloza VOTE: AYES: Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Councilmember Bacerra (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Mayor Pulido, Councilmember Iglesias (2) DRAFT CITY COUNCIL MINUTES 1 O -1 O MAY 19, 2020 23B. 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) - Public Works Agency MOTION: 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. 23C. AWARD A CONSTRUCTION CONTRACT TO ALL AMERICAN ASPHALT IN THE AMOUNT OF $1,984,588 FOR THE LOCAL STREET PREVENTATIVE MAINTENANCE FISCAL YEAR 2019-20 PROJECT WITH AN ESTIMATED TOTAL CONSTRUCTION DELIVERY COST OF $2,775,000 (PROJECT NO. 20- 6907) (NON -GENERAL FUND) - Public Works Agency 1. 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 Fiscal Year 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. IQF 2. Approve the Project Cost Analysis for 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. AGREEMENTS 25A. 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) — Community Development Agency MOTION: 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 (Agreement No. A- 2020-XXX). DRAFT CITY COUNCIL MINUTES 1 O4_ 1 1 MAY 19, 2020 This consent Item was approved - Agreement No. 2020-099 25B. 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) — Library Department MOTION: 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 (Agreement No. A-2020-XXX). This consent Item was approved - Agreement No. 2020-100 25C. APPROVE AGREEMENT WITH THE ORANGE COUNTY SHERIFF'S DEPARTMENT FOR HELICOPTER SERVICES FOR A TOTAL AMOUNT NOT - TO -EXCEED $1,468,144 (GENERAL FUND) — Police Department MOTION: Authorize the City Manager to execute a three-year agreement with the Orange County Sheriff's 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. (Agreement No. A-2020-XXX). City Manager Kristine Ridge addressed council regarding aviation support. Deputy Chief Gominsky addressed council regarding the use of a Tactical Flight Officer with outside agency partnerships. Motion to Approve as Amended 1.Authorize the City Manager to execute a three-year agreement with the Orange County Sheriff's 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. (Agreement No. A-2020-101). DRAFT CITY COUNCIL MINUTES 1 U } _ 1 2 MAY 19, 2020 2. Make the monthly Flying Hour Report available to the public via the City website. 3. Staff to return in 90 days with a feasibility report regarding the purchase of a city -owned helicopter. Moved by Councilmember Bacerra seconded by Councilmember Solorio. Councilmember Bacerra motioned to adopt as amended, seconded by Councilmember Solorio. MOTION: Councilmember SECOND: Councilmember Solorio Bacerra VOTE: AYES: Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Splprio, Councilmember Bacerra (5) NOES: None (0) ABSTAIN, - None (0) ABSENT: "Mayor Pulido, Councilmember Iglesias (2) Mayor Pro Tern Villegas announced Mayor Pulido will not be returning to tonight's meeting. Clerk of the Council, Daisy Gomez, reported out on correspondence received for Item 25C. 25D. APPROVE AGREEMENT WITH SENSEMAKERS, LLC IN THE AMOUNT OF $429,574 FOR URBAN AREAS SECURITY INITIATIVE (UASI) GRANT PROJECT AND FISCAL COORDINATOR SERVICES (NON -GENERAL FUND) - Police Department MOTION: Authorize the City Manager to execute a two-year professional services agreement, with a third year option, with SenseMakers, 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 (Agreement No. A- 2020-XXX). This consent Item was approved - Agreement No. 2020-102 DRAFT CITY COUNCIL MINUTES 1 U4-13 MAY 19, 2020 25E. APPROVE THE POLYFLUOROALKL SUBSTANCES (PFAS) TREATMENT FACILITIES AND PROGRAM AGREEMENT WITH ORANGE COUNTY WATER DISTRICT (NON -GENERAL FUND ) — Public Works Agency MOTION: 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. (Agreement No. A-2020- XXX). Councilmember Solorio recorded a no vote on item 25E. This consent Item was approved - Agreement No. 2020-103 25F. 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) - Public Works Agency 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 (Agreement No. A-2020-XXX). 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 (Agreement No. A-2020-XXX). 3. Authorize the City Manager to amend the agreement with WellDyneRx 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 (Agreement No. A-2020- XXX). This Consent Item was approved: Agreement No. 2020-104 -Waste Management Curbside, LLC Agreement No. 2020-105 -Waste Management Curbside, LLC Agreement No. 2020-106 - WellDyneRX DRAFT CITY COUNCIL MINUTES 104_ 1 4 MAY 19, 2020 25G. APPROVE AN ASSIGNMENT AND ASSUMPTION OF AGROUND LEASE FROM EACH AFFILIATE OF AT&T, INC. TO EACH AFFILIATE OF OCTAGON TOWERS, LLC RELATING TO THE CELL TOWER SITE AT JEROME PARK - Parks, Recreation, and Community Services Agency MOTION: 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 (Agreement No. A-2020-XXX). This consent Item was approved - Agreement No. 2020-107 25H. APPROVE AN EASEMENT AND RIGHT-OF-WAY TO SOUTHERN CALIFORNIA EDISON FOR MAINTENANCE OF EQUIPMENT LOCATED AT FISHER PARK — Parks, Recreation, and Community Services Agency MOTION: 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 (Agreement No. A-2020-XXX). This consent Item was approved - Agreement No. 2020-108 LAND USE MATTERS DEEDS - TRANSFER OF PROPERTY 30A. AUTHORIZE QUITCLAIM OF SANITARY SEWER AND STORM DRAIN EASEMENT AT 2114 EAST FIRST STREET TO BROOMELL COMMERCIAL PROPERTIES — Public Works Agency MOTION: 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. RESOLUTIONS - CONSENT 55A. ADOPT RESOLUTION APPROVING CITY'S ANNUAL STATEMENT OF INVESTMENT POLICY 2020-21; RECEIVE AND FILE ANNUAL STATEMENT OF INVESTMENT POLICY 2020-21- Community Development Agency - Finance and Management Services Agency DRAFT CITY COUNCIL MINUTES 1 U4-15 MAY 19, 2020 1. Adopt a resolution. RESOLUTION NO. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE CITY'S STATEMENT OF INVESTMENT POLICY 2. Receive and file the Annual Statement of Investment Policy 2020-2021. This consent Item- Resolution No. 2020-040 was approved. Motion to approve Consent Calendar items 10A through 55A with the exception of items: 19E, 2013, 20C, 20D, 23A, and 25C. Councilmember Solorio dissented on item 25E. Moved by Councilmember Bacerra seconded by Mayor Pro Tern Villegas. Councilmember Bacerra motioned to approve, seconded by Mayor Pro Tern Villegas. Jd9111IQLI VOTE: Councilmember Bacerra AYES: NOES: ABSTAIN A-1,9NIZI116 SECOND: Mayor Pro Tern Villegas Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Councilmember Bacerra (7) None (0) None (0) None (0) END OF CONSENT CALENDAR DRAFT CITY COUNCIL MINUTES 1 U } _ 1 6 MAY 19, 2020 BUSINESS CALENDAR 1:7:106A111Eel ►6�1-116-11►1�X-1 55B. ADOPT A RESOLUTION TO DETERMINE COMPLIANCE WITH THE SANTA ANA COUNCIL RESIDENCY REQUIREMENT PER CHARTER SECTION 401 - Clerk of the Council Office MOTION: Adopt a resolution. RESOLUTION NO. 2020-XXX - 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 COMPLIANCE WITH CHARTER SECTION 401 Motion to Adopt as Amended RESOLUTION NO. 2020-041 with amended Exhibit A - 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 COMPLIANCE WITH CHARTER SECTION 401 Exhibit A to exclude language from Section 3 of sub -section 1: "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"; and exclude language from Section 4, first paragraph: "no earlier than the beginning date of the nomination period and no later than the closing date of the nomination period." Moved by Councilmember Solorio seconded by Councilmember Sarmiento. Councilmember Solorio motioned to adopt as amended, seconded by Councilmember Sarmiento. MOTION: Councilmember SECOND: Councilmember Sarmiento Solorio VOTE: AYES: Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Councilmember Bacerra (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Mayor Pulido, Councilmember Iglesias (2) DRAFT CITY COUNCIL MINUTES 1 U } _ 1 7 MAY 19, 2020 60A. INTRODUCE THE DRAFT OF THE CITY OF SANTA ANA FISCAL YEAR 2020/21 TO FISCAL YEAR 2024/25 STRATEGIC PLAN AND RECEIVE ANY ADDITIONAL DIRECTION FROM THE CITY COUNCIL— City Manager's Office MOTION: Introduce the draft "City of Santa Ana FY 2020/21 to FY 2024/25 Strategic Plan" and receive any additional direction from the City Council. City Manager Kristine Ridge made a brief presentation. Council provided direction to staff. Iall,.]IEel IIATI 010DI&_] 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 — ADOPT A RESOLUTION APPROVING A MITIGATED NEGATIVE DECLARATION, AND THE MITIGATION MONITORING AND REPORTING PROGRAM FOR WELL 32 IMPROVEMENTS (NON -GENERAL FUND) — Public Works Agency Legal Notice published in the Orange County Reporter on May 8, 2020. MOTION: Adopt a resolution. RESOLUTION NO. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING THE MITIGATED NEGATIVE DECLARATION AND MITIGATION MONITORING AND REPORTING PROGRAM FOR THE WELL NO. 32 REHABILITATION PROJECT Mayor Pro Tern Villegas opened the public hearing and seeing there were no speakers, closed the public hearing at 9:06 p.m. Motion to Adopt RESOLUTION NO. 2020-042 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING THE MITIGATED NEGATIVE DECLARATION AND MITIGATION MONITORING AND REPORTING PROGRAM FOR THE WELL NO. 32 REHABILITATION PROJECT. Moved by Councilmember Solorio seconded by Councilmember Sarmiento. Councilmember Solorio motioned to adopt, seconded by Councilmember Sarmiento. DRAFT CITY COUNCIL MINUTES 10 -18 MAY 19, 2020 MOTION: Councilmember SECOND: Councilmember Sarmiento Solorio VOTE: AYES: Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Councilmember Bacerra (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Mayor Pulido, Councilmember Iglesias (2) 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 THE CLERK OF THE COUNCIL TO INCREASE TRANSPARENCY AND ACCESSIBILITY TO THE PUBLIC DURING VIRTUAL CITY COUNCIL MEETINGS BY OPENING UP THE LIVE PHONE-IN COMMENTS TO EVERY ITEM ON THE AGENDA, NOT JUST PUBLIC HEARINGS - Councilmember Penaloza Majority of Council directed staff to allow live phone-in comments for all items on the agenda. Clerk of the Council, Daisy Gomez, reported out on correspondence received for Item 85A. Kayleigh Levitt spoke in support of item. 85B. DISCUSS AND CONSIDER DIRECTING CITY MANAGER TO DIRECT STAFF TO DRAFT ORDINANCE WITHIN 30 DAYS THAT PROVIDES REQUIREMENTS TO BE INCORPORATED INTO THE SANTA ANA MUNICIPAL CODE TO ENHANCE SECURITY, PREVENT TRESPASSING, AND MAINTAIN CLEAN APPEARANCE FOR VACANT PROPERTIES- Councilmembers Bacerra and Penaloza Councilmember Iglesias returned to Council meeting at 9:28 p.m. City Manager Kristine Ridge clarified direction provided by council majority. Revised Agenda (Added Item 85C) DRAFT CITY COUNCIL MINUTES 1 U4-19 MAY 19, 2020 85C. DISCUSS AND CONSIDER DIRECTING CITY MANAGER TO DISCUSS LETTER FROM THE LAW OFFICES OF WATT TIEDER REGARDING THE ALLEGED ABUSE OF POWER AND DESTRUCTION OF POLITICAL CAMPAIGN SIGNS BY CITY OFFICIALS AND, GIVEN THE CITY COUNCIL NOW ALSO SERVES AS THE ETHICS COMMITTEE, TO CONSIDER OPTIONS FOR RESPONDING TO THE LETTER AND RECEIVE AN UPDATE FROM THE CITY MANAGER ON CITY'S COMMUNICATIONS AND COOPERATION WITH THE DISTRICT ATTORNEY'S OFFICE - Councilmember Solorio Mike Tardif spoke regarding Item 85C. Clerk of the Council, Daisy Gomez, reported out on correspondence received for Item 85C. WORK STUDY SESSION PUBLIC COMMENTS - WORK STUDY SESSION 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. Budget Work Study Session considered after the special presentation on Wireless Telecommunication Facilities. WS. PROPOSED FISCAL YEAR 20-21 GENERAL FUND BUDGET AND CAPITAL IMPROVEMENT PLAN, MISCELLANEOUS FEES AND WORKFORCE CHANGES - Finance and Management Services Agency City Manager Kristine Ridge introduced presentation. Finance Management Director Kathryn Downs made a brief presentation. Council discussion and direction ensued. City Manager Kristine Ridge provided comments. Clerk of the Council, Daisy Gomez, reported out on correspondence received for the Work Study Item. Nathaniel Greensides inquired if additional funds can be given to Code Enforcement and community education for tenant and landlord issues. Also, inquired about consideration of youth's input in determining expenditure of funds on their behalf. DRAFT CITY COUNCIL MINUTES 104-20 MAY 19, 2020 COMMENTS 90A. CITY MANAGER'S COMMENTS City Manager Kristine Ridge made community announcements. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Bacerra made community announcements. Councilmember Iglesias made community announcements. Councilmember Penaloza made community announcements. Councilmember Sarmiento made community announcements. Councilmember Solorio made community announcements. Mayor Pro Tern Villegas made community announcements. ADJOURNMENT - The next meeting of the City Council is scheduled for Tuesday, June 2, 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. Adjourned in Memory of retired Santa Ana Police Officer Dan Armendarez #1517 and Arts and Culture Commissioner Everlena Oliver. Mayor Pro Tern Villegas adjourned the meeting at 9:55 p.m. Im Daisy Gomez, Clerk of the Council DRAFT CITY COUNCIL MINUTES 104-21 MAY 19, 2020 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE APPROVE APPROPRIATION ADJUSTMENTS RECOGNIZING $598,916 OF HOUSING AUTHORITY ADMINISTRATIVE FEE FUNDING AND $2,828 IN MAINSTREAM VOUCHER PROGRAM ADMINISTRATIVE FEES (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Approve an appropriation adjustment recognizing additional Housing Choice Voucher Program and Mainstream Voucher administrative funds in the amount of $601,744 in revenue account (no. 15718002-52000) and appropriating the same amount to expenditure account (nos. 15718760- various). DISCUSSION The Housing Authority of the City of Santa Ana administers the Housing Choice Voucher (HCV) program as one of four public housing agencies in Orange County On May 7, 2020, the Housing Authority received an allocation of $598,916 in HCV and $2,828 in Mainstream Voucher Program administrative fee funding to prevent, prepare for, and respond to the coronavirus (Exhibit 1). The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) provides funding to prevent, prepare for, and respond to coronavirus, including for public housing agencies to maintain normal operations and take other necessary actions during the period the program is impacted by coronavirus. The total supplemental appropriation for the Housing Choice Voucher (HCV) Program nationally is $1.25 billion with $850 million allocated for administrative fees. This administrative fee funding may be used by public housing agencies (PHAs) for administrative expenses and other expenses related to coronavirus. Under the CARES Act, this supplemental administrative fee funding may be used only for two purposes: (1) any currently eligible HCV (including Mainstream voucher) administrative costs during the period that the program is impacted by coronavirus; and (2) new coronavirus-related activities, including activities to support or maintain the health and safety of assisted individuals and families, and costs related to the retention and support of participating owners. Within section (1), currently eligible HCV administrative costs include necessary upgrades to information technology or computer systems to enhance telework capacities to carry out HCV Program responsibilities. 20A-1 Appropriation Adjustment — HCV CARES Act Admin Funds June 2, 2020 Page 2 Staff intends to use approximately $75,000 of these fees to complete necessary upgrades to information technology or computer systems resulting in the Housing Authority's business continuity during the COVID related crisis, or the next such emergency that may come our way. Business continuity has been disrupted and this is an opportunity to improve the Housing Authority's agility. The remaining portion will be used for on -going eligible administrative expenses incurred by the Housing Authority during this pandemic in response to the coronavirus. A description of new eligible coronavirus-related activities was provided by the U.S. Department of Housing and Urban Development in Public and Indian Housing Notice 2020-08 (Exhibit 2). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT Approval of the appropriation adjustment will recognize $601,744 in the revenue account and increase the expenditure accounts as follows: Revenues Fiscal Year Accounting Unit- Fund Description Accounting Unit, Account Amount Account Description FY 19-20 15718002-52000 Housing Admin Federal Grant -Direct $601,744 Ma CARES Act Total Revenues $601,744 Expenditures Fiscal Year Accounting Unit- Fund Description Accounting Unit, Account Amount Account Description FY 19-20 15718760-various Housing Admin Housing Admin CARES Act $252 828 (June) CARES Act COVID-19, Various FY 20-21 15718760-various Housing Admin Housing Admin CARES Act $348,916 Jul -Dec. CARES Act COVID-19, Various Total Expenditures $601,744 The expenditure spending plan is only an estimate and subject to change. Any amount unspent in June 2020 from the projected will be carried forward for expenditure in FY 20-21. Exhibits: 1. Allocation Letter from HUD 2. Public and Indian Housing Notice 2020-08 20A-2 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT IIIIIIII Q 4,. WASHINGTON, DC 20410-5000 OFFICE OF PUBLIC AND INDIAN HOUSING Dear Executive Director Subject: Initial Administrative Fee Allocation from the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The Office of Housing Voucher Programs (OHVP) has allocated the initial administrative fee funding per the CARES Act (Public Law 116-136) to public housing agencies (PHAs) administering the Housing Choice Voucher (HCV) Program and/or the Mainstream Program. PHAs must use these funds to prevent, prepare for, and respond to coronavirus (COVID-19), per guidance provided in PIHNotice 2020-08: CARESAct—HCVProgram Administrative Fees. https://www.hud.gov/program offices/public_indian housing/publications/notices This initial administrative fee award provided to each agency through the CARES Act is described in the attached Enclosure A. The calculation determined the monthly average administrative fees based on the PHAs reconciled calendar year (CY) 2018 and 2019 eligibilities, divided by 12 months, then multiplied by 2. HUD will provide separate guidance on the allocation of the remaining CARES Act administrative fee funds. Additionally, it is anticipated that a notice describing the allocation criteria and methodology for the Housing Assistance Payments (HAP) portion of the CARES Act will be posted in June 2020. Finally, the OHVP guidance regarding the tracking and reporting of the CARES Act funding is forthcoming. In the meantime, PHAs must follow the preliminary guidance provided in section 7. Reporting Requirements, of PIH Notice 2020-08. Please direct any questions concerning this allocation to contact your Financial Analyst at the Financial Management Center. Thank you for your continued participation in the HCV and/or Mainstream Programs to serve the needs of your community during this critical time. Enclosure Sincerely, I' Dg�kM'uA,aaFenanee. Miguel A. Fontana V ia� ou=saw rssaeun: i amapproYlg/saocummnt Miguel A. Fontanez Director Housing Voucher Financial Management Division Niirw.hud.no}� O� _��nol.hud.nov CARES Act — HCV Program Administrative Fees Enclosure A 1 PHA Number 2 PHA Name Regular Voucher Program 3 CY 2018 Administrative Fee Total Eligibility 4 CY 2019 Administrative Fee Total Eligibility Average of CY 2018 and CY 2019 (Line 3 plus 5 Line 4 divided by 2) 6 Monthly Average (Line 5 divided by 12) Regular Voucher Program Total Award (Line 6 7 multiplied by 2) Mainstream Voucher Program 8 CY 2018 Administrative Fee Total Eligibility 9 CY 2019 Administrative Fee Total Eligibility 10 Average of CY 2018 and CY 2019 (Line 8 plus 11 Line 9 divided by 2) 12 Monthly Average (Line 11 divided by 12) Mainstream Voucher Program Total Award 13 (Line 12 multiplied by 2) CA093 CITY OF SANTA ANA HSG AUTH $ 3,593,497 $ 299,458 $ 3,521,626 $ 3,665,368 $ 598,916 $ $ 33,945 20A-4 EXHIBIT 2 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT WASHINGTON, DC 20410-5000 OFFICE OF PUBLIC AND INDIAN HOUSING Special Attention of: Office Directors of Public Housing, Regional Directors, and Public Housing Agencies. P 1 Notice PIH-2020-08 Issued: April 28, 2020 Expires: This notice remains in effect until amended, superseded, or rescinded Cross References: PIH Notice 2020-04 SUBJECT: CARES Act—HCV Program Administrative Fees 1. Purpose. This notice implements the funding provisions for the Housing Choice Voucher (HCV) and Mainstream Programs in the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (Public Law 116-136), enacted on March 27, 2020. The CARES Act provides additional appropriations for housing assistance payments (HAP) and administrative fee funding to prevent, prepare for, and respond to coronavirus. The Tenant -Based Rental Assistance portion of the CARES Act is attached as Appendix A. This notice addresses HUD's allocation methodology for the administrative fee portion of this appropriation and establishes new eligible activities to prevent, prepare for, or respond to coronavirus that may be funded with these supplemental administrative fee amounts. 2. Summary. The CARES Act provides funding to prevent, prepare for, and respond to coronavirus, including for public housing agencies to maintain normal operations and take other necessary actions during the period the program is impacted by coronavirus. The total supplemental appropriation for the HCV Program is $1.25 billion. This notice covers the administrative fee portion totaling $850 million for HCV Programs, including the Mainstream Program, which provides tenant -based vouchers that serve households that include a non -elderly person with a disability under competitive awards. This administrative fee funding may be used by public housing agencies (PHAs) for administrative expenses and other expenses related to coronavirus, which are new eligible activities defined by the Secretary in section 4 of this notice. HUD will obligate the supplemental administrative fee amounts in several actions. This notice describes the initial funding action in the approximate amount of $380 million. Forthcoming guidance will describe the allocation methodology of the remaining ($470 million) supplemental administrative fee funding. Additionally, HUD will issue a separate 20A-5 EXHIBIT 2 notice describing the allocation methodology and the requirements governing the HAP supplemental funding ($400 million). 3. Funding Methodology. The CARES Act provides administrative fee funding for both the HCV and Mainstream Programs. HUD will provide approximately $380 million (the equivalent of 2-months of administrative fee eligibility) to all PHAs, including Moving to Work (MTW) PHAs. This first funding action will be allocated as a single disbursement at the beginning of May 2020. The amount of funding PHAs receive in this disbursement equals the average of the PHA's calendar year (CY) 2018 and CY 2019 monthly administrative fee eligibility (100% proration) multiplied by two. 4. Eligible Expenses for CARES Act funds as well as administrative fees under the FY 2020 Appropriations Act. Under the CARES Act, this supplemental administrative fee funding may be used only for two purposes: (1) any currently eligible HCV (including Mainstream voucher) administrative costs during the period that the program is impacted by coronavirus; and (2) new coronavirus-related activities, including activities to support or maintain the health and safety of assisted individuals and families, and costs related to the retention and support of participating owners. Currently eligible HCV administrative costs under (1) include necessary upgrades to information technology or computer systems to enhance telework capacities and overtime pay for PHA staff to carry -out HCV Program responsibilities. The CARES Act further provides that administrative fees appropriated under HUD's FY 2020 Appropriations Act (P.L.116-94) for the regular HCV program may also be used for the new coronavirus-related activities. Mainstream program administrative fees appropriated under HUD's FY 2020 Appropriations Act are not eligible to be used for these new coronavirus-related activities. However, PHAs may use the supplemental fees to cover any of the new coronavirus-related activities listed below in support of their Mainstream voucher programs. The new eligible coronavirus-related activities are: • Procuring cleaning supplies and/or services to maintain safe and sanitary HCV units, including common areas of PHA -owned Project Based Voucher (PBV) projects. • Relocation of participating families to health units or other designated units for testing, hospitalization, or quarantine, or transportation to these locations to limit the exposure that could be caused by using mass transportation. • Additional costs to supportive services vendors incurred due to coronavirus. • Costs to retain or increase owner participation in the HCV Program, such as incentive costs (e.g., the PHA offers owner an incentive payment to participate in recognition of added difficulties of making units available for HCV families to rent while stay-at-home orders or social distancing practices are in effect.) • Costs for providing childcare for the children of PHA staff that would not have otherwise been incurred (e.g., children are at home due to school closings, PHA staff are working outside of regular work schedules, etc.). 20A-6 EXHIBIT 2 • Costs associated with the delivery of goods, including food and medical supplies that comply with the Centers for Disease Control (CDC) requirements, to program participants. • Public health -related security costs to enforce orders to shelter -in -place, stay-at-home orders or visitor -restriction policies for PHA owned PBV projects. • Administration costs associated with the implementation of coronavirus-related activities that are not eligible HCV administrative costs (e.g., paying overtime to staff to carry -out these coronavirus-related activities). • Other costs either directly or indirectly related to coronavirus as determined eligible on a case -by -case basis at the Secretary's discretion. o PHAs requesting approval to cover other coronavirus-related activities not included in the above list and not currently eligible as regular HCV administrative costs must send the request and an explanation of the proposed activity to the FinancialManagementCenter(a),hud.gov mailbox. The subject line of the email should read "PHA# Requesting Eligibility for Coronavirus-Related Administrative Cost", example "TX001 Requesting Eligibility for Coronavirus-Related Administrative Cost". Requests will be reviewed on a periodic basis. As additional eligible costs are approved, HUD will update the list of eligible activities and maintain the most current list of eligible coronavirus-related activities on our website https://www.hud.gov/program offices/public indian housing/programs/hcv. Period of Availability: Under the CARES Act, these supplemental administrative fee funds may be used for both HCV (including Mainstream) administrative expenses and the new coronavirus-related activities during the period that the program is impacted by coronavirus. HUD recognizes that the HCV Program will continue to be impacted by coronavirus well beyond the immediate challenges of operating during shelter-in-place/stay-at-home orders or recommended social distancing practices. Program operations will continue to be impacted as PHAs transition back to full operational capacity, comply with applicable alternative requirements in accordance with the CARES Act waivers provided under PIH Notice 2020- 05, and manage calendar year leasing and utilization challenges created by the coronavirus earlier in the year. Consequently, the period of availability for these funds is the duration of calendar year 2020, unless this period is subsequently extended by HUD. Similarly, the fiscal year (FY 2020) HCV administrative fee funds may be used for coronavirus related purposes in addition to the eligible HCV administrative expenses for the duration of CY 2020. The funding provided through this notice may only be used for the two purposes described in this notice. Unlike regular administrative fees, these funds may not roll into the unrestricted net position (UNP) and must be tracked and accounted for separately throughout the period of availability. If any of these funds are not expended during the period of availability, the remaining funds must be remitted to HUD. Accounting and remittance guidance will be forthcoming. Notwithstanding this period of availability, HUD urges PHAs to expend this supplemental administrative fee funding first, to prevent, prepare for, and respond to coronavirus. To 20A-7 EXHIBIT 2 maximize program offerings during the ongoing pandemic, HUD recommends that PHAs apply their supplemental administrative fee amounts to eligible expenses first, since the HCV Program FY 2020 administrative fees may also be used for coronavirus-related activities within the period of availability and will continue to be available for regular administrative fee purposes beyond the period of availability. 5. Ineligible Expenses. The funding provided through this notice cannot be used for the repayment of debts or any amounts owed to HUD or program participants including, but not limited to, Office of Inspector General (OIG), Quality Assurance Division (QAD) or other monitoring review findings. Additionally, administrative fee funds provided through this notice considered for salaries, bonuses and/or employee incentives must comply with the executive compensation requirements under Section 220 of Public Law No. 116-94, Further Consolidated Appropriations Act, 2020 and must comply with reasonable compensation requirements found at 2 CFR Part 200.430(b). 6. Use of PHA's Remaining DHAP Funds for Coronavirus-Related Activities. Per the April 1, 2020 letter provided to applicable PHAs with Federal Emergency Management Agency (FEMA) Disaster Housing Assistance Program (DHAP) funding for: (1) Hurricanes Katrina and Rita (DHAP-Katrina) and (2) Hurricanes Ike and Gustav (DHAP-Ike), such funding may be used towards coronavirus-related expenses as carry-over funds. Per the Standard Operating Procedures (SOPS) for both programs, prepared by FEMA and HUD, any administrative fee funds remaining at the end of these programs must be used "for disaster or emergency related purposes." On March 13, 2020, President Trump declared the coronavirus pandemic of sufficient severity and magnitude to warrant an emergency declaration for all states, tribes, territories, and the District of Columbia pursuant to section 50l(b) of the Robert T. Stafford Disaster Relief and Emergency Assistance Act, 42 U.S.C. 5121-5207, qualifying any remaining DHAP-Ike or Katrina administrative funds. 7. Reporting Requirements. HUD will develop a process by which PHAs will report all expenditures of CARES Act supplemental funds, including the date, amount, and use of such funds. Guidance implementing this process is forthcoming. To ensure PHAs have the ability to report to HUD on these expenses, PHAs must track coronavirus revenue and expenses by creating coronavirus Profit and Loss (P&L) accounts. Guidance for reporting coronavirus financial information to the Financial Assessment Subsystem (FASS) is forthcoming. Additional CARES Act Reporting Section 15011 of the CARES Act requires that recipients of $150,000 or more of CARES Act funding submit, not later than 10 days after the end of each calendar quarter, a report containing information regarding the amount of funds received; the amount of funds obligated or expended for each project or activity; a detailed list of all such projects or activities, including a description of the project or activity; and detailed information on any subcontracts or subgrants awarded by the recipient. As outlined in the Office of 20A-8 EXHIBIT 2 Management and Budget (OMB) memorandum, M-20-21, existing reporting requirements are anticipated to meet the requirements of Section 15011, but the content and format for this reporting is still under development and will need to be reviewed against current program practices. The Department will work in coordination with OMB to ensure that this requirement can be fulfilled by recipients of CARES Act funding in a manner that utilizes to the greatest extent possible existing reporting streams, providing the necessary transparency and accountability with minimal additional burden. If additional reporting is necessary, further guidance will be released by the Department in the near future. 8. Excluded Programs. The provisions implemented by this notice do not apply to renewal funding for the Section 8 Moderate Rehabilitation Program or the Section 8 Moderate Rehabilitation Single Room Occupancy Program. 9. Paperwork Reduction Act. The information collection requirements (ICR) for the HCV and Mainstream Programs are approved by the Office of Management and Budget (OMB) under the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520). The OMB control number is 2577-0169. As noted in item 7 above, the reporting requirements to comply with the CARES Act will be forthcoming. 10. Further Information. Direct questions to HCV Financial Management Division (FMD), Office of Public Housing and Voucher Programs, by email, at PH-IFinancialManagementDivision@hud.gov. R. Hunter Kurtz, Assistant Secretary for Public and Indian Housing 20A-9 EXHIBIT 2 Appendix A CARES Act (Public Law 116-136) For an additional amount for "Tenant -Based Rental Assistance", $1,250,000,000, to remain available until expended, to prevent, prepare for, and respond to coronavirus, including to provide additional funds for public housing agencies to maintain normal operations and take other necessary actions during the period that the program is impacted by coronavirus: amounts made available under this heading in this Act, $850,000,000 shall be available for both administrative expenses and other expenses of public housing agencies for their section 8 programs, including Mainstream vouchers: Provided further, That such other expenses shall be new eligible activities to be defined by the Secretary and shall include activities to support or maintain the health and safety of assisted individuals and families, and costs related to retention and support of participating owners: Provided further, That amounts made available under paragraph (3) under this heading in Public Law 116-94 may be used for such other expenses, as described in the previous proviso, in addition to their other available uses: Provided further, That of the amounts made available under this heading in this Act, $400,000,000 shall be available for adjustments in the calendar year 2020 section 8 renewal funding allocations, in addition to any other appropriations available for such purpose, including Mainstream vouchers, for public housing agencies that experience a significant increase in voucher per -unit costs due to extraordinary circumstances or that, despite taking reasonable cost savings measures, as determined by the Secretary, would otherwise be required to terminate rental assistance for families as a result of insufficient funding Provided further, That the Secretary shall allocate amounts provided in the previous proviso based on need, as determined by the Secretary: Provided further, That the Secretary may waive, or specify alternative requirements for, any provision of any statute or regulation that the Secretary administers in connection with the use of the amounts made available under this heading and the same heading of Public Law 116-94 (except for requirements related to fair housing, nondiscrimination, labor standards, and the environment), upon a finding by the Secretary that any such waivers or alternative requirements are necessary for the safe and effective administration of these funds, consistent with the purposes described under this heading in this Act, to prevent, prepare for, and respond to coronavirus: Provided further, That the Secretary shall notify the public through the Federal Register or other appropriate means of any such waiver or alternative requirement to ensure the most expeditious allocation of this funding, and in order for such waiver or alternative requirement to take effect, and that such public notice may be provided, at a minimum, on the Internet at the appropriate Government web site or through other electronic media, as determined by the Secretary: Provided further, That any such waivers or alternative requirements shall remain in effect for the time and duration specified by the Secretary in such public notice and may be extended if necessary upon additional notice by the Secretary: Provided further, That to prevent, prepare for, and respond to coronavirus, the notification required by section 223 of Public Law 116-6 and section 221 of Public Law 116-94 shall not apply to the award of amounts provided under paragraph (2) of this heading in Public Lawl 16-6 or under paragraph (7)(B) of this heading in Public Law 116-94 in support of the family unification program under section 8(x) of such Act: Provided further, That the Secretary may award any remaining unobligated balances appropriated under this heading in prior Acts for incremental tenant -based assistance contracts under section 811 of the Cranston -Gonzalez National Affordable 23 Housing Act (42 U.S.C. 8013), to prevent, prepare for, and respond to coronavirus, without competition, including for extraordinary administrative fees: Provided further, That no less than 25 percent of such amounts shall be allocated proportionally to public housing agencies who received awards in the 2017 and 2019 competitions for such purposes within 60 days of enactment of this Act: Provided further, That the waiver and alternative requirements authority provided under this heading in this Act shall also apply to such incremental tenant -based assistance contract amounts: Provided further, That such amount is designated by the Congress as being for an emergency requirement pursuant to section 251(b)(2)(A)(i) of the Balanced Budget and Emergency Deficit Control Act of 1985. 20A-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2 , 2020 TITLE APPROVE AN APPROPRIATION ADJUSTMENT FOR $376,500 AND AUTHORIZE A PURCHASE AGREEMENT TOTALING $502,000 FOR REAL PROPERTY ACQUISITION FOR WARNER AVENUE IMPROVEMENTS PHASE 2 (PROJECT NO. 18-6901) (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2i1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Approve an appropriation adjustment in the amount of $376,500 in Measure M2 Competitive, Arterial Capacity Enhancements grant funding from the Measure M-Street Construction revenue account and appropriate the same amount to the Measure M2 Competitive Street, Land expenditure account for property acquisition referenced below. 2. Authorize the City Manager to execute a purchase agreement with Salvador Arreola Valencia for the real property full acquisition and goodwill (if any) for real property located at 2246 S. Standard Ave. (APN 016-211-25) in the amount of $502,000, subject to non -substantive changes approved by the City Manager and City Attorney: DISCUSSION Warner Avenue is classified as an east -west major arterial in the City's General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways. Improving the one -mile segment of Warner Avenue from Main Street to Wright Street has been a long-term priority project that is being constructed in several phases. Improvements include widening the street from a four - lane roadway to a six -lane arterial and installing a parkway, raised median landscaping, a storm drain, protected bike lanes, sound walls, streetlights, and traffic signals. The City is acquiring properties for the development of Phase 2 of the Warner Avenue Improvements project, bounded by Oak Street and Grand Avenue. Construction is anticipated to begin in winter 2020. The recommended property acquisition is necessary to accommodate the street improvements for Phase 2 (Exhibit 1). The purchase offer was determined based on the appraised value prepared by a California State licensed appraiser and accepted by the property owner. The compensation amount listed above is incorporated in the attached agreement (Exhibit 2). 20B-1 Real Property Purchase Agreement - Warner Avenue Improvements, Phase 2 June 2, 2020 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). ENVIRONMENTAL IMPACT On September 1, 2015, City Council approved the Warner Avenue Final Environmental Impact Statement (SCH No. 2012101004). FISCAL IMPACT A grant award of $10,560,000 in Orange County Transportation Authority (OCTA) Measure M2 Arterial Capacity Enhancements (ACE) funding for Warner Avenue Improvement Project right-of- way activities was recognized in the Fiscal Year 2018-19 Capital Improvement Program. Due to the City's loss of eligibility to access M2 funds the budget appropriation for this project was not carried forward to the City's Fiscal Year 2019-20 budget. The City recently regained eligibility, therefore, M2 payments can resume and project delivery will proceed. The requested appropriation adjustment will reappropriate $376,500 of the ACE grant award to provide sufficient funding to complete this property purchase. Approval of the appropriation adjustment will recognize $376,500 in the Measure M-Street Construction Fund, Measure M2 Competitive revenue account (No. 03217002-52332) and appropriate the same amount into the Measure M-Street Construction Fund, Measure M2 Competitive Street, Land expenditure account (No. 03217663-66100). With $125,500 from the City of Tustin contribution already budgeted in the Warner Avenue Improvements Project (No. 18-6901), a total of $502,000 will then be available for property acquisition expenditures in FY 2019-20 as follows: Fiscal Accounting Unit Accounting Unit —Account Year Fund Description No. Description Amount Account No. 2019-20 03217663-66100 Measure M- Measure M2 Competitive Street $376,500 Street Construction — Land 2019-20 05917668-66100 Select Street Construction Warner Ave -Tustin CFD — Land $125,500 (City of Tustin Contribution) TOTAL PROPERTY PURCHASE AGREEMENT: $502,000 0&NZkyORliLell 101 Exhibits: 1. Location Map 2. Purchase Agreement — APN 016-211-25 20B-2 '1 016016-133-29-29 III 016-13J-47 i 016-133-43 I i mW I EVERGREEN ST 016-150-09 224 E. WARNER Emu I .i.._ , I I I I i I I i I i i I � EVERGREEN ST w Q w Z iA G N STANDARD AVE I mW i aR 016-120-49 1201 E. WARNER AVE MATCHLINE LEGEND SEE TOP RIGHT -SUBJECT PROPERTY -ACQUIRED PROPERTIES MATCHLINE SEE BOTTOM LEFT �_.._.._.._.._., i.._,._.._.._,._.._.._.._.._.._.._..-I ! w i > i oN6 I Q I Z o j i 016-t50-09 � .J j i tna i M� I I O i I l c i I N a j O W j I 7 I I I ? I EXHIBIT 1 6-150-74 1 I Q, I s I m j i I N I V w m j HATHAWAY ST SANTA ANA TITLE: \ PURCHASE AGREEMENTS FOR WARNER AVENUE . . IMPROVEMENTS (PROJECT NO 18-6= FlIWI m[ NONGENERAL FUND) Pape 2 013 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 2020, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and SALVADOR ARREOLA VALENCIA, a married man as his sole and separate property (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as follows: SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 2246 S. Standard Avenue, Santa Ana, CA 92707) (APN: 016-211-25) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of Commonwealth Land Title Insurance Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Five Hundred Two Thousand and 00/100 Dollars ($502,000) insuring the title of the City to said real properties are free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance 4� = complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Insurance Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, the total sum of Five Hundred Two Thousand and 00/100 Dollars ($502,000). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. a. No later than fourteen (14) days after close of escrow, Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of fourteen (14) days after close of escrow shall be deemed abandoned by Seller on that date. b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City. Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by fourteen (14) days after close of escrow. B. Holdover Seller. At the sole discrepancy of the City, the City may allow the Seller to stay beyond the three days after the close of escrow as stated in Section 7a. In doing so, the Seller will become a Holdover Seller, and will be required to sign an interim rental agreement. Said rental agreement will provide the rental rate and terms of the lease. If the City or its agents fail to provide said rental agreement to Seller and Seller is still in occupancy of the Property after the three days after the close of escrow, then Seller is responsible to contact the City or its agents, to determine as to where to send their rent payment. Failure of City or its agents to present the interim rental agreement to Seller does not absolve the Seller from paying rent. 9. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30- day month/365-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 10. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 11. Heirs, Assigns, Successors -in -Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 12. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 13. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property. 14. Acknowledurnent of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ("severance damages"); precondemnation damages; claims for inverse condemnation; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.026 and 1263.615; any other rights conferred upon Sellers pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. This acknowledgment and release shall survive the Close of Escrow. 15. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 2246 S. Standard Avenue, Santa Ana, CA 92707. 16. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 17. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 18. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 at seq. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et seq. (42 U.S.C. S9601). 19. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 20. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 21. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 22. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 23. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 24. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 25. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 26. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 27. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 28. Duty To Cooperate Further. Each parry hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. s111117 o. 29. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 30. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 31. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 20B-10 IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement on the date and year first written above. SELLER: SALVADOR ARREOLA VALENCIA, a married man as his sole and separate property Date: _j l'- / ZSL Salvador Arreola alencia CITY OF SANTA ANA: City/Buyer Kristine Ridge City Manager ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: '(O4 7g, 1�� AVIn M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency Date: Date: Date: May 19, 2020 Date: 20B-11 EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 26 IN BLOCK "A" OF TRACT NO. 1541, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 45, PAGE(S) 48 AND 49, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ASSESSOR'S PARCEL NUMBER: 016-211-25 20B-12 EXHIBIT "B" (Commonwealth Land Title Insurance Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30-day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 20B-13 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE: AWARD A PURCHASE ORDER IN THE AMOUNT OF $44,227 TO COURTESY CHEVROLET CENTER, FOR ONE CHEVROLET SILVERADO 250OHD TRUCK (NON -GENERAL FUND) (SPECIFICATION NO. 20-071) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: F-ITUNTIRSAW91 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ ,K•�►nl►tri�.ic•� FILE NUMBER RECOMMENDED ACTION Authorize a one-time purchase and payment of purchase order to Courtesy Chevrolet Center for one Chevrolet Silverado 250OHD Truck in the amount of $44,227, plus a contingency of $5,000 for a total amount not to exceed $49,227, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency, Fleet Services Division (Fleet Division) is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Water Resources Division is in need of one Chevrolet Silverado 250OHD Pickup Truck to replace an aging fleet vehicle that is used daily to perform water systems maintenance. The existing vehicle is a model -year 1992 truck that has exceeded its useful life according to the Fleet Division's recommended Equipment Lifecycle Guidelines. Replacing this vehicle with a more reliable vehicle is essential to ensure the continued delivery of high quality water service to the customers in the City of Santa Ana. The Notice Inviting Bids was advertised on April 29, 2020, on the City's online bid management and publication system. A summary of the bid invitation and bids received is as follows: 357 Vendors were notified 6 Santa Ana vendors were notified 12 Vendors downloaded the bid packet 2 Bids received 0 Bids received from Santa Ana vendors Two bids were received and evaluated. The results are as follows: 22A-1 Award Purchase Order for Chevrolet Silverado 2500HD Truck June 2, 2020 Page 2 Vendor Location Amount Courtesy Chevrolet Center San Diego, CA $44,226.38 Penske Chevrolet Cerritos, CA $46,740.44 The bid submitted by Courtesy Chevrolet Center is responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds are budgeted and available for expenditure in the account specified below: Fiscal Accounting Fund Description Accounting Unit, Amount Year Unit -Account # Account Description Water System $49,227 2019-20 06017641-66400 Water Maintenance, Machinery & Equipment Total $49,227 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE: AWARD A PURCHASE ORDER IN THE AMOUNT OF $640,915 TO LOS ANGELES TRUCK CENTERS, LLC, FOR TWO CNG FREIGHTLINERS WITH CUSTOM BODIES (NON GENERAL FUND) (SPECIFICATION NO. 20-044) /s/ Kristine Ridge 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_ ,K•�►nl►tri�.ic•� FILE NUMBER RECOMMENDED ACTION Authorize a one-time purchase and payment of purchase order to Los Angeles Truck Center, LLC, for two CNG freightliners with custom bodies in the amount of $630,915, with a contingency of $10,000, for a total amount not to exceed $640,915, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency, Fleet Services Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Public Works Agency, Water Resources Division oversees and maintains the daily operations of the water system and sanitary sewer system. The City of Santa Ana's water system has an average day demand of 43 million gallons (MG) with 45,000 service connections. It is comprised of approximately 444 miles of water main, 45 MG of water storage at seven sites, seven Metropolitan Water District connections, 21 groundwater wells, seven pump stations, and four pressure - regulating stations, and utilizes two pressure zones. The City's sanitary sewer system has approximately 8,000 manholes, 390 miles of sewer mains, and two lift stations. The sewer system collects all sewage and transports it to the Orange County Sanitation District for treatment. The Water Resources Division is in need of two heavy duty service trucks to replace existing, aging fleet vehicles utilized daily in the maintenance and repair of the water and sewer systems. The existing vehicles are a 2004 water service truck and a 2001 sewer utility truck that have exceeded the City's Fleet Services Division's recommended Equipment Lifecycle Guidelines, earning a "terrible" rating, based on industry standards from the Municipal Equipment Maintenance Association, the National Association of Fleet Administrators, and the American Public Works Association. Both vehicles are essential to ensure the continued delivery of high quality water and sanitary sewer services to the customers in the City of Santa Ana. The Notice Inviting Bids was advertised on March 17, 2020, on the City's online bid management and publication system. A summary of the bid invitation and bids received is as follows: 22B-1 Award Purchase Order for CNG Freightliners with Custom Bodies June 2, 2020 Page 2 324 Vendors were notified 4 Santa Ana vendors were notified 6 Vendors downloaded the bid packet 1 Bid received 0 Bids received from Santa Ana vendors The single bid received, from Los Angeles Truck Center, LLC, was opened on April 14, 2020, and evaluated. The bid was responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds are budgeted and available for expenditure in the following accounts: Fiscal Accounting Fund Accounting Unit, Amount Year Unit -Account # Description Account Description 2019-20 05617640-66400 Sewer Sanitary Sewer Service, $331,500 Enterprise Machinery & Equipment 2019-20 06017641-66400 Water Water Systems Maintenance, $309,415 Enterprise Machinery & Equipment Total $640,915 NS/CB 22B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE: AWARD A PURCHASE ORDER IN THE AMOUNT OF $131,825 TO COURTESY CHEVROLET CENTER, FOR FIVE CHEVROLET COLORADO CREW CAB TRUCKS (GENERAL FUND) (SPECIFICATION NO. 20-050) /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 Authorize a one-time purchase and payment of purchase order to Courtesy Chevrolet Center, for five Chevrolet Colorado Crew Cab trucks in the amount of $131,825, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana Parks, Recreation and Community Services Agency (PRCSA) is responsible for the maintenance and care of parks and amenities. As such, during the fiscal year 2019-20 budget process, the PRCSA was approved to hire additional Park Services Inspectors to oversee the maintenance of parks, inspect service provided by contractors and manage maintenance issues that arise. In order to accommodate the need for these new inspectors to travel throughout the City to inspect the various parks, the Finance Department's Purchasing Division and the Public Works' Fleet Services Division issued an Invitation for Bid on behalf of the PRCSA to procure these vehicles. The Notice Inviting Bids was advertised on March 19, 2020, on the City's online bid management and publication system. A summary of the bid invitation and bids received is as follows: 356 Vendors were notified 6 Santa Ana vendors were notified 8 Vendors downloaded the bid packet 2 Bids received 0 Bids received from Santa Ana vendors Two bids were received and evaluated (Exhibit 1). The results are as follows: 22C-1 Award Purchase Order for Chevrolet Colorado Crew Cab Trucks June 2, 2020 Page 2 Vendor Location Amount Courtesy Chevrolet Center San Diego, CA $26,364.83 Folsom Chevrolet Folsom, CA $28,138.71 The bid submitted by Courtesy Chevrolet Center is responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds are budgeted and available in the following account for the specified year: Fiscal Accounting Unit- Fund Accounting Unit, Account Amount Year Account # Description Description 2019-20 01113250-66400 General PRCSA-Park Facilities, $131,825 Machinery & Equipment Exhibit 1: Abstract of Bids 22Ci-2 a Z La r Z a tA LL 0 O O 0�1 0�1 O n o v ai v v 00 N 00 V N to N V? V} 1� O 00 w O w O O N M V N tp N t/T N en en Do Do Do v z v tO tO M M tO t0 N N 22C-3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE: AWARD A PURCHASE ORDER IN THE AMOUNT OF $131,608 TO COURTESY CHEVROLET CENTER, FOR SIX CHEVROLET MALIBU SEDANS FOR THE POLICE DEPARTMENT (NON -GENERAL FUND) (SPECIFICATION NO. 20-073) /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 Authorize a one-time purchase and payment of purchase order to Courtesy Chevrolet Center, for six Chevrolet Malibu sedans in the amount of $131,608, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency's Fleet Maintenance Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The City's Vehicle Replacement Policy provides guidelines and criteria for determining when vehicles need replacement. This criteria includes vehicle age, mileage, maintenance costs, and safety history. In addition to patrol vehicles, the Santa Ana Police Department has sedans assigned to the Investigations Bureau that are used by detectives and other staff members during the course of their workday. The Police Department uses standard sedans with minimal equipment for this application. This contract award will provide six Chevrolet Malibu sedans for the Santa Ana Police Department's Investigations Bureau. The FY 2019-20 budget includes funding for six existing vehicles that have reached the end of their useful life. These vehicles will not increase the number of vehicles assigned to the Police Department. Courtesy Chevrolet Center has a 180 day lead time for the delivery of these vehicles from receipt of purchase order. Once the vehicles are received, they are prepared to be placed in service. With these timelines, it is expected that the new vehicles will go into service in the Fall of 2020. 22D-1 Award Purchase Order for Chevrolet Malibu Sedans June 2, 2020 Page 2 The Notice Inviting Bids was advertised on April 30, 2020, on the City's online bid management and publication system. A summary of the bid invitation and bids received is as follows: 298 Vendors were notified 3 Santa Ana vendors were notified 8 Vendors downloaded the bid packet 4 Bids received 0 Bids received from Santa Ana vendors Four bids were received, opened on May 14, 2020, and evaluated (Exhibit 1). The bid submitted from Courtesy Chevrolet Center is responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds for this purchase are available in the following Fleet Division account: Fiscal Accounting Unit- Fund Description tion Accounting Unit, Account Amount Year Account # Description 2019-20 07017100 66400 Equipment Equipment Replacement, $131,608 Replacement Machinery & Equipment Total $131,608 22D-2 EXHIBIT 1 ABSTRACT OF BIDS CHEVROLET MALIBU SEDANS (20-073) Total Price per vehicle 1 % Local Vendor Preference Final Bid Amount as Determined by Basis of Award Courtesy Chevrolet Folsom Chevrolet Mark Christopher Penske Chevrolet Center Folsom, CA Auto Center Cerritos, CA San Diego, CA Ontario, CA $21,934.60 $29,604.54 N/A N/A $21,934.60 $29,604.54 EXHIBIT 1 $22,324.31 N/A $22,324.31 $22,885.70 N/A $22,885.70 22D-3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE: AWARD A PURCHASE ORDER IN THE AMOUNT OF $85,674 TO IRV SEAVER MOTORCYCLES, FOR TWO POLICE MOTORCYCLES AND REPAIR SERVICES FOR THE POLICE DEPARTMENT (NON -GENERAL FUND) (SPECIFICATION NO. 20-065) /s/ Kristine Ri CITY MANAGER CLERK OF COUNCIL USE ONLY: F-ITUNT10671irs, ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize a one-time purchase and payment of purchase order to Iry Seaver Motorcycles, for two Police Department motorcycles in the amount of $60,674, which includes a $5,000 contingency, and a $25,000 contract for motorcycle repairs for a total amount not to exceed $85,674, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency's Fleet Maintenance Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The City's Vehicle Replacement Policy provides guidelines and criteria for determining when vehicles need replacement. This criteria includes vehicle age, mileage, maintenance costs, and safety history. As a result of reviewing the City's replacement criteria, two police motorcycles purchased in 2016, Unit # 60055 and 60174 have been identified for replacement. Unit # 60055 has exceeded its life cycle according to Fleet Services equipment replacement guidelines. Unit # 60174 was involved in a traffic collision rendering the motorcycle as a total loss, needing replacement. This contract award will provide two BMW Police Motorcycles for the Santa Ana Police Department's Traffic Division. The FY 2019-20 budget includes funding for these two motorcycles that have reached the end of their useful life. These motorcycles will not increase the number of vehicles assigned to the Police Department. BMW has a three-month lead time for the delivery of these vehicles from receipt of order. Once the vehicles are received, they are retrofitted with the required equipment. With these timelines, it is expected that the new vehicles will go into service in the Fall of 2020. 22E-1 Award Purchase Order for Police Motorcycles June 2, 2020 Page 2 The Notice Inviting Bids was advertised on April 21, 2020, on the City's online bid management and publication system. A summary of the Invitation for Bids and bids received is as follows: 204 Vendors were notified 0 Santa Ana vendors were notified 9 Vendors downloaded the bid packet 2 Bids received 0 Bids received from Santa Ana vendors Two bids were received and evaluated. The results are as follows: Vendor Location Amount Iry Seaver Motorcycles Orange, CA $27,836.91 RCA Investments Long Beach, CA $28,074.60 The bid submitted by Iry Seaver Motorcycles is responsive to the specifications and meets the City's requirements. The cost for two motorcycles is $55,674. Additionally, Iry Seaver Motorcycles provides motorcycle repair services to the Fleet Maintenance Division. The purchase of motorcycles, when added to the vendor's fiscal expenses for these services, will exceed the $25,000 aggregate limit. In order to continue utilizing their services staff recommends maintaining the current blanket order contract in the amount of $25,000. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds for this purchase are available in the following Fleet Division accounts: Fiscal Accounting Unit- Fund Accounting Unit, Amount Year Account # Description Account Description 2019-20 07017100-66400 Equipment Equipment Replacement, $30,337 Replacement Machinery & Equipment 2019-20 07517101- 66400 Fleet Equipment Replacement, $30,337 Maintenance Machinery & Equipment Fleet Equipment Replacement -Garage 2019-20 07517100-62322 Operation, Maintenance & Repair $25,000 Maintenance Machinery & Equipment Total $85,674 22E-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE APPROVE AN AGREEMENT WITH CASA DE LA FAMILIA IN A TOTAL AMOUNT NOT TO EXCEED $131,040 TO PROVIDE THE SANTA ANA FAMILY JUSTICE CENTER WITH AN OPERATIONS SPECIALIST /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO RECOMMENDED ACTION Authorize the City Manager to execute a six-month professional services agreement with Casa De La Familia, with two six-month renewal options, in a total amount not to exceed $131,040, for the period of July 1, 2020 through December 31, 2020, to provide an Operations Specialist to the Santa Ana Family Justice Center, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION In 2019, the City Council appropriated funding through the FY 2019-20-budget process to establish the Santa Ana Family Justice Center (SAFJC). The SAFJC is a partnership between the Santa Ana Police Department and 17 social services organizations to provide a "one -stop -shop" where survivors of domestic violence, sexual assault, child abuse, human trafficking, and elder abuse can receive the assistance and support they need. The US Department of Justice has recognized the Family Justice Center as a best practice model. The SAFJC has also joined 90 other Family Justice Centers nationwide in their affiliation with Alliance for HOPE International, to ensure it is following industry -standard best practices. The SAFJC operates under the Criminal Investigations Commander, who also serves as the Director of the center. An Operations Specialist is needed to oversee and facilitate the smooth day-to-day operations of the center. Per the attached professional services agreement with Casa de la Familia, the Operations Specialist will provide the necessary coordination and oversight to ensure the center operates efficiently. The Operations Specialist will ensure the mission and core values of the SAFJC are put into practice in every aspect of the center's operation and will maintain strong relationships with both on -site and off -site community partners, interns, and volunteers, as well as foster a positive working environment. The Operations Specialist will also act as a spokesperson for media requests and collaborate with the National Family Justice Center Alliance on various initiatives. The Request for Proposal (RFP) No. 19-104 was advertised on November 4, 2019, and offers were solicited. A summary of the RFPs and offers received is as follows: 25A-1 Agreement with Casa de la Familia for Santa Ana Family Justice Center June 2, 2020 Page 2 294 Vendors were notified 7 Vendors downloaded the proposal 1 Proposal received from a Santa Ana vendor 1 Proposals received A proposal was received and opened on March 25, 2020. The sole Proposal was evaluated based on experience and qualifications, level of service, and reasonableness of cost. The offer provided from the recommended vendor received passing scores that meet or exceed the evaluation criteria. Casa de la Familia is a 501(c)(3) non-profit organization that has been providing counseling services to victims of psychological trauma for over 20 years. They are also an on -site partner of the SAFJC, providing a full-time domestic violence advocate. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 1 - Community Safety, Objective #1 (modernize the Community Policing philosophy to improve customer service, crime prevention and traffic/pedestrian/bicycle safety). FISCAL IMPACT The Police Department will be requesting an encumbrance carry -forward of current FY 2019-20 Criminal Investigations — Contract Services funds to pay for FY 2020-21 and FY 2021-22 agreement costs. Fiscal Year Accounting Unit - Account# Accounting Unit, Account Description Amount FY 2020-21 01114435 62300 Criminal Investigations Division - Contracts $87,360 FY 2021-22 01114435 62300 Criminal Investigations Division - Contracts $43,680 Total $131,040 Exhibit: 1. Agreement with Casa de la Familia 25A-2 AGREEMENT WITH CASA DE LA FAMHdA TO PROVIDE AN OPERATIONS SUPERVISOR FOR THE SANTA ANA FAMILY JUSTICE CENTER THIS AGREEMENT is made and entered into on this 2nd day of June, 2020, by and between Casa de la Familia, a 501(c)(3) non-profit organization ("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 of Santa Ana and the Santa Ana Police Department have sought federal funding assistance to assist in the full implementation of the Santa Ana Family Justice Center (SAFJC). The establishment of a Family Justice Center modeled after best practices from across the country is uniquely situated to not only be vastly successful but is expected to immediately and directly positively impact many lives. B. On February 28, 2020, the City issued a Request for Proposal No. 20-036 ("RFP") seeking a qualified firm to provide a professional and experienced specialist with a background in community service, victim advocacy, and/or social services to coordinate and accomplish the daily operations of the Santa Ana Family Justice Center (SAFJC), while maintaining strong relationships with community partners, planning and coordinating special events, and organizing staff. C. The Consultant provided a timely proposal, incorporated by reference to this Agreement, which was selected by the City and Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that she is knowledgeable in this field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations required to fully and adequately complete the services detailed in the scope of services related to the SAFJC Operations Specialist project as set forth in Exhibit A. Consultant shall provide an independent sub -contractor who demonstrates experience, knowledge, and capacity to carry out services as specified herein with the intent that this subcontractor(s) shall be on -site at the SAFJC between 30 — 40 hours per week staffmg the SAFJC Monday through Friday. #40617v3 Page I of 9 25A-3 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges provided in Exhibit B. The maximum amount to be paid during the term of this Agreement, including any extension periods, shall not exceed $131,040. 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 which may reasonably be expected by City. 3. TERM This Agreement shall commence on July 1, 2020 and continue for a six month period until December 31, 2020, with the option for the City to grant up to two (2) six (6) month renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. INDEPENDENT CONTRACTOR Consultant, and any employees, subcontractors or substitutes shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. #40617v3 Page 2 of 9 25A-4 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 into the Agreement. #40617v3 Page 3 of 9 25A-5 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 furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements #40617v3 Page 4 of 9 25A-6 charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRINIINATION Consultant, and any employees, subcontractors or substitutes 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. 13. LIVE SCAN BACKGROUND CHECK Consultant, and any employees, subcontractors or substitutes, shall arrange for and submit their fingerprints for a criminal background check through the Department of Justice through the #40617v3 Page 5 of 9 25A-7 City's Human Resources or Santa Ana Police Department process. Consultant shall be responsible for all charges associated with fingerprinting. Consultant shall not perform any services pursuant to this Agreement until clearance is received and Consultant is notified by the Santa Ana Police Department. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. hi such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by #40617v3 Page 6 of 9 25A-8 the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Fax:714-245-8007 #40617v3 Page 7 of 9 25A-9 To Consultant: Casa de la Familia Attn: Ana Nogales 1650 E. 4TH Street Santa Ana, CA 92701 Fax: 714-619-5937 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 21. NIISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of 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 shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. #40617v3 [signature page to follow] Page 8 of 9 25A-10 IN WITNESS WIIEREOF, 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: City : oniey By: WA4=�_ Tamara Bogosian Assistant City Attorney I: •uUl ►It � •: :":• : David Valentin Chief of Police CITY OF SANTA ANA Kristine Ridge City Manager CAS A DE LA FAMILIA: IL Ax By:Karina Palma -Rojas Title: Managing Program Director #40617v3 Page 9 of 9 25A-11 EXHIBIT A SCOPE OF SERVICES 25A-12 (9) IN III WY61;yet ki III Evil ► W EXHIBITA SCOPE OF SERVICES The City of Santa Ana is seeking a professional and experienced entity to provide a qualified specialist who can oversee the daily operations of the Santa Ana Family Justice Center. Specific expected responsibilities include, but are not limited to the specifications outlined herein. DESCRIPTION An Operations Specialist (OS) is expected to be onsite at the SAFJC between 30 to 40 hours per work week, staffing the center Monday through Friday. The OS will be hired by the awarded entity and deployed by that entity to the SAFJC, to provide services to the City under the direction of the Santa Ana Police Department's Criminal Investigations Division Commander. The OS will be responsible for the Justice Center's consistent achievement of its mission and objectives as they pertain to the operation of the SAFJC. It is understood that the Subcontractor assigned to the SAFJC will have pre - approved days off, vacation time, training days, etc. It shall be the Contractor's responsibility to ensure 5 day per week coverage at the center and the RFP response should indicate how the proposer will ensure compliance with this need. The SAFJC is a collaboration of 17 service organizations that create a one -stop service center for survivors of domestic violence, sexual assault, child abuse, human trafficking, and elder abuse. This service model houses a multidisciplinary team of professionals under one roof to provide support and services, while promoting self-sufficiency and effectively breaking the cycle of violence. II. MINIMUM CONTRACTOR QUALIFICATIONS Contractor must possess the following minimum qualifications: A. Three (3) years of non-profit experience in community service, victim advocacy or social services. B. Familiarity with the Alliance for HOPE and the national Family Justice Center model. III. ESSENTIAL CONTRACTOR FUNCTIONS Contractor shall be responsible for, but not be limited to providing personnel capable of performing the following: A. Ensuring the mission and core values of the SAFJC are put into practice in every aspect of the center's operation. B. Maintaining strong relationships with both on -site and off -site community partners, interns and volunteers as well as a positive trauma -informed working environment. C. Developing and continuously improving appropriate systems, policies, protocols and procedures that create a trauma -informed coordinated service delivery model and support the effective victim -centered operation of the SAFJC (e.g. information handling and confidentiality). D. Working closely with experts in the field to implement best practices and guiding principles. RFP No. 20-036 SAFJC OPERATIONS SPECIALIST Page 17 of 32 25A-13 IN III WY61;yet ki III Evil ► W E. Initiation/collaboration for the procurement of grants for programs, general operating expenses, and special events. F. Developing strategic partnerships with, nonprofits and formal and non -formal community leaders. G. Producing content for use in communications (Newsletters / Letters to targeted groups, social media, etc.). H. Collaborating with SAPD CID Commander to produce financial data and financial reporting for special events, programs, operating budget, and all financial reporting responsibilities. I. Planning and managing special events with assistance from various event committees. J. Facilitating graphic creation/writing, printing, addressing and mailing and/or emailing invitations, sponsor packets, programs and display signage for special events. K. Acting as spokesperson for media requests, proactive communication and special events for the Santa Ana Family Justice Center at the direction of the SAPD CID Commander. L. Supervising volunteers/interns. M. When directed by the SAPD CID Commander, to collaborate with the National Family Justice Center Alliance on various initiatives and participate in relevant train ings/we binars hosted by the Alliance. N. Performing other duties as assigned by the SAPD CID Commander. IV. MINIMUM SUBCONTRACTOR QUALIFICATIONS A. Three (3) years of non-profit experience in community service, victim advocacy or social services. B. Familiarity with the Alliance for HOPE and the national Family Justice Center model. C. Bilingual, biliterate in English and Spanish. V. DESIRABLE SUBCONTRACTOR KNOWLEDGE, SKILLS, AND ABILITIES A. Prior supervisory experience. B. Degree from an accredited college or university in social science, business administration, or similar field. C. Knowledge of Microsoft Office programs and database management programs. RFP No. 20-036 SAFJC OPERATIONS SPECIALIST Page 18 of 32 25A-14 RATES AND COMPENSATION 25A-15 9)( IN III WY�1196M 0 111 Evil W EXHIBIT B PROPOSER'S CERTIFICATION AND PROPOSAL ITEM PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit 1) and am familiar with the products and services being requested. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Item Price - Pricing shall be all inclusive and based on the scope of services described in this RFP, including Exhibit 1. Cost proposal shall include all costs for the provision of a 6 month subcontractor(s) to perform the duties of the SAFJC Operations Specialist. Item A refers to the proposers pricing for a 30 hour per week subcontractor while item E lists hourly wage for a 40 hour per week position. Please complete both sections. Item Service Pricing Equation Subtotal A. Operations Specialist (30 Hours Per $ 28 Per Hour / 780 hours X's $ 21,840 Week) Hourly Wage Hourly Wage B. Contractor Expected Contract Management Costs (Percentage of Percentage 20 % %x's 780 Hours $ 4,368 Hourly Wage - 30 hours) C. Employers social Security Taxes, Unemployment Insurance, Workers Percentage 30 % %x's 780 Hours $ 6,552 Compensation Insurance, Other Associated Employee Costs 30 hours D. $ 32,760 30 Hour Subcontractor 6 Month Total E. Operations Specialist (40 Hours Per $ 28 Per Hour / 1040 hours X's $ 29,120 Week) Hourly Wage Hourly Wage F. Contractor Expected Contract Management Costs (Percentage of Percentage 20 % % x's 1040 Hours $ 5824 Hourly Wage - 40 hours) G. Employers social Security Taxes, Unemployment Insurance, Workers Percentage 30 % %x's 1040 Hours $ 8,736 Compensation Insurance, Other Associated Employee Costs 40 hours H. $ 40 Hour Subcontractor 6 Month Total 43,680 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP No. 20-036 SAFJC OPERATIONS SPECIALIST Page 9 25A-16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE APPROVE COOPERATIVE AGREEMENTS WITH ORANGE COUNTY TRANSPORTATION AUTHORITY FOR TRAFFIC SIGNAL SYNCHRONIZATION CORRIDORS ON EDINGER AVENUE IN THE AMOUNT OF $99,356, WARNER AVENUE IN THE AMOUNT OF $83,277, AND MACARTHUR BOULEVARD IN THE AMOUNT OF $77,438 (PROJECT NOS. 20-6967, 20-6968 & 20- 6969) (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute three cooperative agreements with the Orange County Transportation Authority to implement Traffic Signal Synchronization projects on Edinger Avenue (C-0-2037) in the amount of $99,356, on Warner Avenue (C-0-2039) in the amount of $83,277, and on MacArthur Boulevard (C-0-2038) in the amount of $77,438, for the term beginning upon execution of the agreement by the Orange County Transportation Authority, City of Santa Ana, and the other participating agencies, and effective until June 30, 2025, with an option to be extended as needed by the City of Santa Ana and participating agencies, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION In December 2017, the California Transportation Commission (CTC) adopted guidelines for the Solutions for Congested Corridor Program (SCCP). The SCCP funds multi -modal projects that make specific performance improvements in highly traveled corridors to provide more transportation choices and reduce traffic congestion. In February 2018, the Orange County Transportation Authority (OCTA) and the California Department of Transportation (Caltrans) submitted the Orange County Central Corridor Improvement Project (OC-CCIP) for funding consideration. The OC-CCIP is a multi -modal package of projects designed to relieve congestion along State Route 55 from Interstate 405 to Interstate 5. 25B-1 Cooperative Agreements for Edinger Ave, Warner Ave and MacArthur Blvd Traffic Signal Synchronization Projects June 2, 2020 Page 2 In partnership with the City of Santa Ana and other neighboring agencies, the OC-CCIP includes three multi -jurisdictional traffic signal synchronization corridor projects that will provide traffic signal and intelligent transportation systems improvements in City of Santa Ana and synchronize traffic signals across jurisdictional boundaries to reduce traffic congestion. The three traffic signal synchronization corridor projects and corresponding participating agencies are: o Edinger Avenue Corridor, which traverses Santa Ana, Fountain Valley, Westminster, Huntington Beach and Caltrans jurisdictions (Exhibit 1). o Warner Avenue Corridor, which traverses Santa Ana, Fountain Valley, Huntington Beach and Caltrans jurisdictions (Exhibit 1). o MacArthur Boulevard Corridor, which traverses Santa Ana, Fountain Valley, Huntington Beach and Caltrans jurisdictions (Exhibit 1). In May 2018, the CTC adopted the SCCP program and allocated $19.918 million for the OC-CCIP projects for implementation by OCTA and other Orange County agencies. The approved OC-CCIP umbrella of projects includes $12 million for the three traffic signal synchronization corridor projects, for disbursement in Fiscal Year 2019-20. OCTA will be the lead agency for the three projects and Santa Ana and participating agencies will be responsible for providing matching funds. In January 2020, the OCTA Board approved the use of $2.4 million Measure M2 funds to leverage the $12 million SCCP Funds for the implementation of the three traffic signal synchronization corridor projects. While OCTA will act as lead agency for the projects, cooperative agreements (Exhibits 2- 4) are needed to formalize each agency's financial responsibility and identify the roles and responsibilities, including OCTA oversight to maintain inter -jurisdictional synchronization on the project during the four-year grant period. Upon completion of the grant period, responsibility for ongoing signal maintenance will revert to the respective local agencies. The combined SCCP and Measure M2 grant for the Edinger Ave project is $5,947,528. The required match by the participating cities is $247,472 of which the City of Santa Ana's share is $99,356. The combined SCCP and Measure M2 grant for the Warner Ave project is $4,910,549. The required match by the participating cities is $204,451 of which the City of Santa Ana's share is $83,277. The combined SCCP and Measure M2 grant for the MacArthur Blvd project is $3,540,924. The required match by the participating cities is $148,076 of which the City of Santa Ana's share of the matching funds is $77,438. 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT 25B-2 Cooperative Agreements for Edinger Ave, Warner Ave and MacArthur Blvd Traffic Signal Synchronization Projects June 2, 2020 Page 3 Funds for the City's share of the costs for the three traffic signal synchronization corridor projects are budgeted and available in the Measure M Street Construction Fund (Account No. 03217662- 66220) as follows: Fiscal Accounting Unit — Fund Accounting Unit— Year Account No. Description Account No. Description Amount Account No. Measure M Measure M2 Local 2019-20 03217662-66220 Street Fairshare, $99,356 (20-6967) Construction Improvements Other Than Building Measure M Measure M2 Local 2019-20 03217662-66220 Street Fairshare, $83 277 (20-6968) Construction Improvements Other Than Building Measure M Measure M2 Local 2019-20 03217662-66220 Street Fairshare, $77,438 (20-6969) Construction Improvements Other Than Building NS/CR Exhibits: 1. Project Location Map — Edinger Ave, Warner Ave and MacArthur Blvd 2. Cooperative Agreement — Edinger Avenue 3. Cooperative Agreement — Warner Avenue 4. Cooperative Agreement — MacArthur Boulevard 25B-3 EXHIBIT 1 55 Edinger Avenue Corridor Traffic Signal Synchronization Improvements 22 Westmin +' ter Ave u 17th St Civic Center Sth St Y c Dr_ I _ Santa Ma Blvd w a Y Ll ' F a N C 00 N � L O 3 w 1st St W Z = r 0 •� VI LL m ` C LL t9 1 ..........Edinger ............. Ave Warner A�e egerstrom Ave on 1 m Ma Arthur Blvd NORTH Warner Avenue Corridor I I MacArthur Boulevard Corridor Traffic Signal Synchronization Traffic Signal Synchronization Improvements Improvements SANTA ANA City Council P� WA Agenda Date June 2,2020 PYBLIC KBM.EN c%��Gsc Project Nos. 20-6967, 20-6968, 20-6969: oei t�i Edinger Avenue, Warner Avenue and MacArthur Blvd Traffic Signal Synchronization 25B-4 EXHIBIT 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITIES OF FOUNTAIN VALLEY, HUNTINGTON BEACH, SANTA ANA, AND WESTMINSTER FOR EDINGER AVENUE REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM PROJECT THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of 2020 ('Effective Date"), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State of California (herein referred to as "AUTHORITY) and the cities of Fountain Valley, Huntington Beach, Santa Ana, and Westminster (hereinafter referred to as "PARTICIPATING AGENCIES') each individually known as "Party" and collectively known as the "Parties". RECITALS: WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES is working together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Solutions for Congested Corridors Program (hereinafter, "SCCP") and the Measure M2 Regional Traffic Signal Synchronization Program (hereinafter, "RTSSP" or "Project P") to enhance countywide traffic flow and reduce congestion; and WHEREAS, the AUTHORITY has competed in the competitive 2018 SCCP Call for Projects (hereinafter, "2018 SCCP CALL') in support of the SCCP and was awarded Senate Bill 1 funds based on the application (hereinafter, "APPLICATION") prepared by the AUTHORITY (hereinafter referred to as the "APPLICANT AGENCY) for implementation of signal synchronization of traffic signals along Edinger Avenue between the intersections of Bolsa Chica Road in the City of Huntington Beach and Auto Mall in the City of Santa Ana (hereinafter, "PROJECT'); and L:\Camm\CLERICAL\WORDPROC\AGREE\AG02037 25&—&f 15 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP WHEREAS, the PARTICIPATING AGENCIES have elected to designate the AUTHORITY and the AUTHORITY agrees to act as the implementing agency to carry out PROJECT; and WHEREAS, the PROJECT will include approximately forty-one (41) traffic signalized intersections; and WHEREAS, the PROJECT will include Intelligent Transportation System (ITS) elements identified in the APPLICATION including certain hardware and software upgrades to intersection and central control systems including Advanced Transportation Controller units (ATC), telematics and interconnect systems, Advanced Transportation Management Systems (ATMS), Roadside Units (RSU), and other associated systems (hereinafter collectively referred to as "ITS ELEMENTS"), will be constructed and/or installed and implemented as part of the PROJECT; and WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate the inclusion of other ITS elements (hereinafter, "OTHER ELEMENTS") that should be installed at the same time as the construction of the PROJECT and are not part of this Agreement; and WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS, if any, are the sole responsibility of the Party owning each and any of those OTHER ELEMENTS during the project; and WHEREAS, AUTHORITY and each respective Party acknowledge and understand that in- house resources (staff) from Party will provide various services for PROJECT; and WHEREAS, AUTHORITY and each respective Party acknowledge and understand that PROJECT costs for various types of additional work required by each respective Party, by its staff, or by policy, may not have been included in the original application and therefore costs to contractors or consultants to comply with staff requirements are not included in the PROJECT allocation; and WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and WHEREAS, Parties and each respective Party acknowledge and understand that the costs for the additional work may be reversed by AUTHORITY's Audit; and Pane 2 of 15 L:\Camm\CLERICAL\WORD\PROC\AGREEWG02037 256-6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP WHEREAS, based on AUTHORITY's Board of Directors approved PROJECT ALLOCATION, the AUTHORITY agrees to implement the PROJECT; and WHEREAS, the PARTICIPATING AGENCIES agree to provide PROJECT funding in a cash match of Two Hundred Forty -Seven Thousand, Four Hundred Seventy -Two Dollars ($247,472.00), as shown in Attachment A, or equivalent to at least four percent (4%) of PROJECT cost; and WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this Agreement to implement the PROJECT in support of SCCP and Project P; and WHEREAS, this Agreement defines the specific terms, conditions, and funding responsibilities between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the PROJECT; and WHEREAS, the AUTHORITY'S Board of Directors authorized funding for the PROJECT on January 27, 2020; and WHEREAS, the City of Fountain Valley's City Council approved this Agreement on the day of 2020. WHEREAS, the City of Huntington Beach's City Council approved this Agreement on the day of 2020. WHEREAS, the City of Santa Ana's City Council approved this Agreement on the day of , 2020. WHEREAS, the City of Westminster's City Council approved this Agreement on the day of 2020. NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the PARTICIPATING AGENCIES as follows: ARTICLE 1. COMPLETE AGREEMENT A. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior Pane 3 of 15 L:\Camm\CLERICAL\WORD\PROC\AGREEWG02037 256-7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP representations, understandings, and communications. The invalidity in whole or in part of any term or condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced Recitals are true and correct and are incorporated by reference herein. B. AUTHORITY's failure to insist on any instance(s) of PARTICIPATING AGENCIES' performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and PARTICIPATING AGENCIES' obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. C. PARTICIPATING AGENCIES' failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of PARTICIPATING AGENCIES' right to such performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING AGENCIES except when specifically confirmed in writing by an authorized representative of PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. ARTICLE 2. SCOPE OF AGREEMENT This Agreement specifies the roles and responsibilities of the Parties as they pertain to the subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree that each will cooperate and coordinate with the other in all activities covered by this Agreement and any other supplemental agreements that may be required to facilitate purposes thereof. ARTICLE 3. RESPONSIBILITIES OF AUTHORITY AUTHORITY agrees to the following responsibilities for funding of the PROJECT: Pane 4 of 15 L:\Camm\CLERICAL\WORD\PROC\AGREEWG02037 256-8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP A. AUTHORITY shall implement the PROJECT based on the intent of the usage in the APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures contained in the SCCP and Comprehensive Transportation Funding Program (CTFP) Guidelines. B. AUTHORITY shall provide oversight to maintain inter -jurisdictional traffic signal operational integrity between PROJECT and other similar type projects not older than three (3) years. C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation necessary to comply with California Environmental Quality Act (CEQA) regulations for PROJECT. D. AUTHORITY shall perform web -based public outreach activities for the project to communicate major project milestones and results. E. AUTHORITY shall provide formats, templates, and guidance in reporting requirements as described in the SCCP and CTFP Guidelines. F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of PROJECT, may perform a technical and/or field review to ensure that the guidelines, policies, and procedures were followed. Such a review may be performed one hundred and eighty (180) days after the PROJECT three-year grant period is complete. If the technical and or field review determines that any of the activities performed are ineligible for SCCP funding, PARTICIPATING AGENCIES must reimburse and return the amount of funding used to perform the ineligible activity to AUTHORITY. G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as identified in Attachment Aforthe dollar cash match at the end of the Primary Implementation phase or at a mutually agreed upon time to facilitate any respective Party funding timeframes. H. AUTHORITY shall request updates for the PROJECT as part of semi-annual review process, including documentation of in -kind match conforming to Attachment A and will include the PROJECT in the list of active projects in OC Fund Tracker until completion of the three-year grant period. Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders. Pane 5 of 15 L:\Camm\CLERICAL\WORD\PROC\AGREEWG02037 256-9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the implementation of the PROJECT: A. AUTHORITY shall act asthe LEAD AGENCY for the work necessaryto manage, procure, and complete the PROJECT as identified in APPLICATION. B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT. C. To collect all data necessary to provide new optimized timing plans including, but not limited to, manual orvideo all movement counts at each PROJECT signalized intersection, and a mutually agreed upon number and location of twenty-four (24) hour / seven (7) day automated machine traffic counts with vehicle classification. D. To develop and implement newtiming plans optimized for signal synchronization. E. To provide updated timing plans for all control systems and all relevant data used to develop said plans to PARTICIPATING AGENCIES. F. To prepare a "Before and After Study" for PROJECT as described in the Measure M2 Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section B.111.9) for PROJECT. The AUTHORITY shall provide the "Before and After Study" to the PARTICIPATING AGENCIES in draft and final formats for review and comment. Party comments shall be noted in the final study. If specified in APPLICATION, AUTHORITY shall provide a "Before and After Study" video of a representative portion of PROJECT at up to two (2) public meetings. ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIES PARTICIPATING AGENCIES agree to the following responsibilities for implementation and funding of PROJECT: A. Provide a technical representative to meet and participate as a member of the PROJECT's Traffic Forum. II Pager�6 of 15 W L:\Camm\CLERICAL\WORD\PROC\AGREEG02037 25B- 1 U 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP B. To authorize the AUTHORITY to manage, procure, and implement all aspects of PROJECT. C. To participate and support PROJECT implementation within the timeframe outlined in APPLICATION and consistent with the SCCP and CTFP Guidelines adopted by AUTHORITY. D. To provide AUTHORITY all current intersection as -built drawings, all current intersections controller assembly plans as provided by the manufacturer and modified by Party since original installation, local field master, local controller, and ATMS timing plans and other ITS related data upon request. E. To provide the local cash match for PROJECT in accordance with Attachment A. Failure to provide local cash match may result in the loss of future participation for competitive funding opportunities. F. PARTICIPATING AGENCIES that have included a dollar match as identified in Attachment A shall provide payment for the dollar match to AUTHORITY within thirty (30) calendar days of receipt of an invoice. G. To waive all fees associated with any local agency permits that may be required of the consultant, sub consultants, and/or service or equipment providers in the performance of the PROJECT. H. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as part of semi-annual review process until completion of the three-year PROJECT grant period. Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders. I. The project is partially funded by Senate Bill 1 (SB-1) and PARTICIPATING AGENCIES agree to comply with all applicable SB-1 Accountability Guidelines, SCCP State requirements. ARTICLE 6. DELEGATED AUTHORITY The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this Agreement are delegated to their respective City Manager, or designee, and the actions required to be taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer or designee. Page r�7r1o�f 15 W L:\Camm\CLERICAL\WORD\PROC\AGREEG02037 25B- 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP ARTICLE 7. AUDIT AND INSPECTION AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a period of five (5) years after final payment, final closeout, or until any on -going audit is completed, whichever is later. For purposes of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of consultant's final billing (so noted on the paid invoice) under this Agreement. AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING AGENCIES' contractor. ARTICLE 8. INDEMNIFICATION A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees included), for damage to property, including property owned by AUTHORITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify, protect, and hold harmless PARTICIPATING AGENCIES, including their officers, directors, employees, Pager�8 of 15 L:\Camm\CLERICAL\WORD\PROC\AGREEWG02037 25B- 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. C. The indemnification and defense obligations of this Agreement shall survive its expiration or termination. 2025. ARTICLE 9. ADDITIONAL PROVISIONS A. Term of Agreement: This Agreement shall be in full force and effect through June 30, B. Amendment: This Agreement may be extended or amended in writing at any time by the mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless executed in writing by all Parties and AUTHORITY. C. Termination: In the event any Party defaults in the performance of their respective obligations under this Agreement or breaches any of the provisions of this Agreement, a non -defaulting Party(s) shall have the option to terminate this Agreement upon thirty (30) calendar days prior written notice to the Party in default. D. Termination for Convenience: Either Party may terminate this Agreement for its convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for convenience to the other Party. E. Compliance: AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, state, and local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over the PROJECT. Pager�9 of 15 W L:\Camm\CLERICAL\WORD\PROC\AGREEG02037 25B- 13 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP F. LegalAuthority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that they are authorized to execute this Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties hereto are formally bound to the provisions of this Agreement. G. Severability: If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. H. Counterparts of Agreement: This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures shall be permitted. I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party without the prior written consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one assignment shall be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. J. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing Party. L. Notices: Any notices, requests, or demands made between the Parties pursuant to this Agreement are to be directed as follows: To FOUNTAIN VALLEY: To AUTHORITY: City of Fountain Valley Orange County Transportation Authority 10200 Slater Avenue 550 South Main Street Fountain Valley, CA 92708 P. O. Box 14184 Orange, CA 92863-1584 PaQge r1�0 of 15 L:\Camm\CLERICAL\WORD\PW ROC\AGREEG02037 25�- 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP Attention: Temo Galvez Attention: Venita Anderson Deputy Public Works Director / City Engineer Senior Contract Administrator Tel: (714) 593-4517 Tel: (714) 560-5427 Email: temo.qalvezoc fountainvalley.org E-mail: vanderson(cDocta.net To SANTA ANA: To HUNTINGTON BEACH: City of Santa Ana City of Huntington Beach 20 Civic Center Plaza 2000 Main Street M-43 Huntington Beach, CA 92648 Santa Ana, CA 92702 Attention: Cesar Rodriguez Attention: William Janusz Senior Civil Engineer Principal Civil Engineer Tel: (714) 647-5626 Tel: (714) 374-1628 Email: Crodriguez(cDsanta-ana.org Email: \ ianusz(cDsurfcity-hb.org To WESTMINSTER: City of Westminster 8200 Westminster Boulevard Westminster, CA 92683 Attention: Adolfo Ozaeta Traffic Engineer Tel: (714) 548-3462 Email: AOzaeta(@Westminster-CA.gov M. Force Maieure: Either Party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God; commandeering of material, products, plants orfacilities bythe federal, state or local government; national fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause PaQge r11 of 15 L:\Camm\CLERICAL\WORD\PROC\AGREEWG02037 25�- 1 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2037 to be executed on the date of the last signature below. CITY OF FOUNTAIN VALLEY Bv: Cheryl Brothers Mayor Date: ATTEST By: Rick Miller City Clerk Date: let» CZ611Fl =1 9L'F1 t01170] N PA By: Colin Burns City Attorney Date: ORANGE COUNTY TRANSPORTATION AUTHORITY By: Meena Katakia Manager, Capital Projects Date: APPROVED AS TO FORM: Bv: James M. Donich General Counsel Date: PaQge r1�2 of 15 L:\Camm\CLERICAL\WORD\PW ROC\AGREEG02037 25�- 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2037 to be executed on the date of the last signature below. CITY OF HUNTINGTON BEACH By: Lyn Semeta Mayor Date: ATTEST: By: Robin Estanislau City Clerk Date: APPROVED AS TO FORM By: Michael E. Gates City Attorney Date: PaQge r1�3 of 15 L:\Camm\CLERICAL\WORD\PW ROC\AGREEG02037 25�- 17 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE - RTSSP IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2037 to be executed on the date of the last signature below. CITY OF SANTA ANA By: Kristine Ridge City Manager Date: ATTEST: By: Daisy Gomez Clerk of the Council Date: APPROVED AS TO FORM Sonia R. Ca�rvalho, City Attorney By: " � � ! '-L Ahn M. Funk Assistant City Attorney Date: April 30, 2020 RECOMMENDED FOR APPROVAL Nabil Saba, PE Executive Director Public Works Agency PaQge r1�4 of 15 L:\Camm\CLERICAL\WORD\PW ROC\AGREEG02037 25�- 18 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2037 EDINGER AVENUE — RTSSP IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2037 to be executed on the date of the last signature below. CITY OF WESTMINSTER By: Tri Ta Mayor Date: ATTEST: By: Christine Cordon City Clerk Date: APPROVED AS TO FORM By: Richard Jones City Attorney Date: PaQge r1�5 of 15 L:\Camm\CLERICAL\WORD\PW ROC\AGREEG02037 25�- 19 COOPERATIVE AGREEMENT NO. C-9-2037 EDINGER AVENUE - RTSSP ATTACHMENT A DETAILED LOCAL MATCH COMMITMENT AGENCY TOTAL CASH MATCH* Primary Implementation Operations & Maintenance City of Fountain Valley $ 48, 207.00 $ 2, 400.00 $ 50,607.00 City of Huntington Beach $ 76, 789.00 $ 6, 720.00 $ 83,509.00 City of Santa Ana $ 89, 276.00 $ 10, 080.00 $ 99,356.00 City of Westminster $ 13, 520.00 $ 480.00 $ 14,000.00 TOTAL $ 227,792.00 $ 19,680.00 $ 247,472.00 *No in -kind match allowed on this project. Page A - 1 25B-20 EXHIBIT 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITIES OF FOUNTAIN VALLEY, HUNTINGTON BEACH, AND SANTA ANA FOR WARNER AVENUE REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM PROJECT THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of , 2020 (Effective Date), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State of California (herein referred to as "AUTHORITY") and the cities of Fountain Valley, Huntington Beach, and Santa Ana (hereinafter referred to as "PARTICIPATING AGENCIES") each individually known as "Party" and collectively known as the "Parties". RECITALS: WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES is working together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Solutions for Congested Corridors Program (hereinafter, "SCCP") and the Measure M2 Regional Traffic Signal Synchronization Program (hereinafter, "RTSSP" or "Project P") to enhance countywide traffic flow and reduce congestion; and WHEREAS, the AUTHORITY has competed in the competitive 2018 SCCP Call for Projects (hereinafter, "2018 SCCP CALL') in support of the SCCP and was awarded Senate Bill 1 funds based on the application (hereinafter, "APPLICATION') prepared by the AUTHORITY (hereinafter referred to as the "APPLICANT AGENCY") for implementation of signal synchronization of traffic signals along Warner Avenue between the intersections of Pacific Coast Highway in the City of Huntington Beach and Pullman Avenue in the City of Santa Ana (hereinafter, "PROJECT'); and L:\Camm\CLERICAL\WORDPROC\AGREE\AG02039 25MIf 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP WHEREAS, the PARTICIPATING AGENCIES have elected to designate the AUTHORITY and the AUTHORITY agrees to act as the implementing agency to carry out PROJECT; and WHEREAS, the PROJECT will include approximately forty-two (42) traffic signalized intersections; and WHEREAS, the PROJECT will include Intelligent Transportation System (ITS) elements identified in the APPLICATION including certain hardware and software upgrades to intersection and central control systems including Advanced Transportation Controller units (ATC), telematics and interconnect systems, Advanced Transportation Management Systems (ATMS), Roadside Units (RSU), and other associated systems (hereinafter collectively referred to as "ITS ELEMENTS"), will be constructed and/or installed and implemented as part of the PROJECT; and WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate the inclusion of other ITS elements (hereinafter, "OTHER ELEMENTS") that should be installed at the same time as the construction of the PROJECT and are not part of this Agreement; and WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS, if any, are the sole responsibility of the Party owning each and any of those OTHER ELEMENTS during the project; and WHEREAS, AUTHORITY and each respective Party acknowledge and understand that in- house resources (staff) from Party will provide various services for PROJECT; and WHEREAS, AUTHORITY and each respective Party acknowledge and understand that PROJECT costs for various types of additional work required by each respective Party, by its staff, or by policy, may not have been included in the original application and therefore costs to contractors or consultants to comply with staff requirements are not included in the PROJECT allocation; and WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and WHEREAS, Parties and each respective Party acknowledge and understand that the costs for the additional work may be reversed by AUTHORITY's Audit; and Page 2 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 25B-22 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP WHEREAS, based on AUTHORITY's Board of Directors approved PROJECT ALLOCATION, the AUTHORITY agrees to implement the PROJECT; and WHEREAS, the PARTICIPATING AGENCIES agree to provide PROJECT funding in a cash match of Two Hundred Four Thousand, Four Hundred Fifty -One Dollars ($204,451), as shown in Attachment A, or equivalent to at least four percent (4%) of PROJECT cost; and WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this Agreement to implement the PROJECT in support of SCCP and Project P; and WHEREAS, this Agreement defines the specific terms, conditions, and funding responsibilities between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the PROJECT; and WHEREAS, the AUTHORITY'S Board of Directors authorized funding for the PROJECT on January 27, 2020; and WHEREAS, the City of Fountain Valley's City Council approved this Agreement on the day of 2020. WHEREAS, the City of Huntington Beach's City Council approved this Agreement on the day of 2020. WHEREAS, the City of Santa Ana's City Council approved this Agreement on the day of , 2020. NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the PARTICIPATING AGENCIES as follows: ARTICLE 1. COMPLETE AGREEMENT A. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any term or Page 3 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 25B-23 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced Recitals are true and correct and are incorporated by reference herein. B. AUTHORITY's failure to insist on any instance(s) of PARTICIPATING AGENCIES' performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and PARTICIPATING AGENCIES' obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITYexcept when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. C. PARTICIPATING AGENCIES' failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of PARTICIPATING AGENCIES' right to such performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING AGENCIES except when specifically confirmed in writing by an authorized representative of PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. ARTICLE 2. SCOPE OF AGREEMENT This Agreement specifies the roles and responsibilities of the Parties as they pertain to the subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree that each will cooperate and coordinate with the other in all activities covered by this Agreement and any other supplemental agreements that may be required to facilitate purposes thereof ARTICLE 3. RESPONSIBILITIES OF AUTHORITY AUTHORITY agrees to the following responsibilities for funding of the PROJECT: I II Page 4 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 25B-24 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP A. AUTHORITY shall implement the PROJECT based on the intent of the usage in the APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures contained in the SCCP and Comprehensive Transportation Funding Program (CTFP) Guidelines. B. AUTHORITY shall provide oversight to maintain inter -jurisdictional traffic signal operational integrity between PROJECT and other similar type projects not older than three (3) years. C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation necessary to comply with California Environmental Quality Act (CEQA) regulations for PROJECT. D. AUTHORITY shall perform web -based public outreach activities for the project to communicate major project milestones and results. E. AUTHORITY shall provide formats, templates, and guidance in reporting requirements as described in the SCCP and CTFP Guidelines. F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of PROJECT, may perform a technical and/or field review to ensure that the guidelines, policies, and procedures were followed. Such a review may be performed one hundred and eighty (180) days after the PROJECT three-year grant period is complete. If the technical and or field review determines that any of the activities performed are ineligible for SCCP funding, PARTICIPATING AGENCIES must reimburse and return the amount of funding used to perform the ineligible activity to AUTHORITY. G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as identified in APPLICATION and Attachment A for the dollar cash match at the end of the Primary Implementation phase or at a mutually agreed upon time to facilitate any respective AGENCY funding timeframes. H. AUTHORITY shall request updates for the PROJECT as part of semi-annual review process, including documentation of in -kind match conforming to Attachment A and will include the PROJECT in the list of active projects in OC Fund Tracker until completion of the three-year grant period. Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders. Page 5 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 25B-25 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the implementation of the PROJECT: A. AUTHORITY shall act asthe LEAD AGENCY for the work necessaryto manage, procure, and complete the PROJECT as identified in APPLICATION. B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT. C. To collect all data necessary to provide new optimized timing plans including, but not limited to, manual or video all movement counts at each PROJECT signalized intersection, and a mutually agreed upon number and location of twenty-four (24) hour / seven (7) day automated machine traffic counts with vehicle classification. D. To develop and implement new timing plans optimized for signal synchronization. E. To provide updated timing plans for all control systems and all relevant data used to develop said plans to PARTICIPATING AGENCIES. F. To prepare a "Before and After Study" for PROJECT as described in the Measure M2 Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section B.111.9) for PROJECT. The AUTHORITY shall provide the "Before and After Study" to the PARTICIPATING AGENCIES in draft and final formats for review and comment. AGENCY comments shall be noted in the final study. If specified in APPLICATION, AUTHORITY shall provide a "Before and After Study" video of a representative portion of PROJECT at up to two (2) public meetings. ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIES PARTICIPATING AGENCIES agree to the following responsibilities for implementation and funding of PROJECT: A. Provide a technical representative to meet and participate as a member of the PROJECT's Traffic Forum. II Page 6 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 25B-26 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP B. To authorize the AUTHORITY to manage, procure, and implement all aspects of PROJECT. C. To participate and support PROJECT implementation within the timeframe outlined in APPLICATION and consistent with the SCCP and CTFP Guidelines adopted by AUTHORITY. D. To provide AUTHORITY all current intersection as -built drawings, all current intersections controller assembly plans as provided by the manufacturer and modified by Party since original installation, local field master, local controller, and ATMS timing plans and other ITS related data upon request. E. To provide the local cash match for PROJECT in accordance with Attachment A. Failure to provide local cash match may result in the loss of future participation for competitive funding opportunities. F. PARTICIPATING AGENCIES that have included a dollar match as identified in Attachment A shall provide payment for the dollar match to AUTHORITY within thirty (30) calendar days of receipt of an invoice. H. To waive all fees associated with any local agency permits that may be required of the consultant, sub consultants, and/or service or equipment providers in the performance of the PROJECT. I. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as part of semi-annual review process until completion of the three-year PROJECT grant period. Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders. K. The project is partially funded by Senate Bill 1 (SB-1) and PARTICIPATING AGENCIES agree to comply with all applicable SB-1 Accountability Guidelines, Solutions to Congested Corridors Program and State requirements. ARTICLE 6. DELEGATED AUTHORITY The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this Agreement are delegated to their respective City Manager, or designee, and the actions required to be II Page 7 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 25B-27 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer or designee. ARTICLE 7. AUDIT AND INSPECTION AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a period of five (5) years after final payment, final closeout, or until any on -going audit is completed, whichever is later. For purposes of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of consultant's final billing (so noted on the paid invoice) under this Agreement. AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING AGENCIES' contractor. ARTICLE 8. INDEMNIFICATION A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees included), for damage to property, including property owned by AUTHORITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. Page 8 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 25B-28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify, protect, and hold harmless PARTICIPATING AGENCIES, including their officers, directors, employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. C. The indemnification and defense obligations of this Agreement shall survive its expiration or termination. 2025. ARTICLE 9. ADDITIONAL PROVISIONS A. Term of Agreement: This Agreement shall be in full force and effect through June 30, B. Amendment: This Agreement may be extended or amended in writing at any time by the mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless executed in writing by all Parties and AUTHORITY. C. Termination: In the event any Party defaults in the performance of their respective obligations under this Agreement or breaches any of the provisions of this Agreement, a non -defaulting Party(s) shall have the option to terminate this Agreement upon thirty (30) calendar days prior written notice to the Party in default. D. Termination for Convenience: Either Party may terminate this Agreement for its convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for convenience to the other Party. Page 9 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 25B-29 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP E. Compliance: AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, state, and local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over the PROJECT. F. LegalAuthority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that they are authorized to execute this Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties hereto are formally bound to the provisions of this Agreement. G. Severability: If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. H. Counterparts of Agreement: This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures shall be permitted. I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party without the prior written consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one assignment shall be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. J. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing Party. L. Notices: Any notices, requests, or demands made between the Parties pursuant to this Agreement are to be directed as follows: Page 10 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 25B-30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP To FOUNTAIN VALLEY: To AUTHORITY: City of Fountain Valley Orange County Transportation Authority 10200 Slater Avenue 550 South Main Street Fountain Valley, CA 92708 P. O. Box 14184 Orange, CA 92863-1584 Attention: Temo Galvez Attention: Venita Anderson Deputy Public Works Director / City Engineer Senior Contract Administrator Tel: (714) 593-4517 Tel: (714) 560-5427 Email: temo.qalvezoc fountainvalley.org E-mail: vanderson6aDocta.net To SANTA ANA: To HUNTINGTON BEACH: City of Santa Ana City of Huntington Beach 20 Civic Center Plaza 2000 Main Street M-43 Huntington Beach, CA 92648 Santa Ana, CA 92702 Attention: Cesar Rodriguez Attention: William Janusz Acting Senior Civil Engineer Principal Civil Engineer Tel: (714) 647-5626 Tel: (714) 374-1628 Email: Crodrigueza-santa-ana.org Email: wianusza-surfcity-hb.org M. Force Maieure: Either Party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God; commandeering of material, products, plants orfacilities bythe federal, state or local government; national fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. Page 11 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 25B-31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2039 to be executed on the date of the last signature below. CITY OF FOUNTAIN VALLEY By: Cheryl Brothers Mayor Date: ATTEST: By: Rick Miller City Clerk Date: APPROVED AS TO FORM By: Colin Burns City Attorney Date: ORANGE COUNTY TRANSPORTATION AUTHORITY By: Meena Katakia Manager, Capital Projects APPROVED AS TO FORM: Bv: James M. Donich General Counsel Page 12 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 25B-32 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2039 to be executed on the date of the last signature below. CITY OF HUNTINGTON BEACH By: Lyn Semeta Mayor Date: ATTEST: By: Robin Estanislau City Clerk Date: APPROVED AS TO FORM By: Michael E. Gates City Attorney Date: Page 13 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 25B-33 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2039 WARNER AVENUE — RTSSP IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2039 to be executed on the date of the last signature below. CITY OF SANTA ANA By: Kristine Ridge City Manager Date: ATTEST: By: Daisy Gomez Clerk of the Council Date: APPROVED AS TO FORM Sonia R. Ca�rvalho, City Attorney By. I '- -f..,, 'L Jo n M. Funk Assistant City Attorney Date: April 30, 2020 RECOMMENDED FOR APPROVAL Nabil Saba, PE Executive Director Public Works Agency Page 14 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEAG02039 25B-34 COOPERATIVE AGREEMENT NO. C-9-2039 WARNER AVENUE - RTSSP ATTACHMENT A DETAILED LOCAL MATCH COMMITMENT AGENCY TOTAL CASH MATCH* Primary Implementation Operations & Maintenance City of Fountain Valley $ 60, 911.00 $ 3, 840.00 $ 64,751.00 City of Huntington Beach $ 48,743.00 $ 7,680.00 $ 56,423.00 City of Santa Ana $ 74, 637.00 $ 8, 640.00 $ 83,277.00 TOTAL $ 184,291.00 $ 20,160.00 $ 204,461.00 *No in -kind match allowed on this project Page A - 1 25B-35 EXHIBIT 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITIES OF FOUNTAIN VALLEY, HUNTINGTON BEACH, AND SANTA ANA FOR MACARTHUR BOULEVARD / TALBERT AVENUE REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM PROJECT THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of , 2020 (Effective Date), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State of California (herein referred to as "AUTHORITY) and the cities of Fountain Valley, Huntington Beach, and Santa Ana (hereinafter referred to as "PARTICIPATING AGENCIES') each individually known as "Party" and collectively known as the "Parties". RECITALS: WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES is working together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Solutions for Congested Corridors Program (hereinafter, "SCCP") and the Measure M2 Regional Traffic Signal Synchronization Program (hereinafter, "RTSSP" or "Project P") to enhance countywide traffic flow and reduce congestion; and WHEREAS, the AUTHORITY has competed in the competitive 2018 SCCP Call for Projects (hereinafter, "2018 SCCP CALL') in support of the SCCP and was awarded Senate Bill 1 funds based on the application (hereinafter, "APPLICATION") prepared by the AUTHORITY (hereinafter referred to as the "APPLICANT AGENCY) for implementation of signal synchronization of traffic signals along MacArthur Boulevard / Talbert Avenue between the intersections of Walmart Shopping Center in the City of Huntington Beach and MacArthur Place in the City of Santa Ana (hereinafter, "PROJECT'); and L:\Camm\CLERICAL\WORD\PROC\AGREE\AG02038 MIRge3� IIT 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP WHEREAS, the PARTICIPATING AGENCIES have elected to designate the AUTHORITY and the AUTHORITY agrees to act as the implementing agency to carry out PROJECT; and WHEREAS, the PROJECT will include approximately twenty-six (26) traffic signalized intersections; and WHEREAS, the PROJECT will include Intelligent Transportation System (ITS) elements identified in the APPLICATION including certain hardware and software upgrades to intersection and central control systems including Advanced Transportation Controller units (ATC), telematics and interconnect systems, Advanced Transportation Management Systems (ATMS), Roadside Units (RSU), and other associated systems (hereinafter collectively referred to as "ITS ELEMENTS"), will be constructed and/or installed and implemented as part of the PROJECT; and WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate the inclusion of other ITS elements (hereinafter, "OTHER ELEMENTS") that should be installed at the same time as the construction of the PROJECT and are not part of this Agreement; and WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS, if any, are the sole responsibility of the Party owning each and any of those OTHER ELEMENTS during the project; and WHEREAS, AUTHORITY and each respective Party acknowledge and understand that in- house resources (staff) from Party will provide various services for PROJECT; and WHEREAS, AUTHORITY and each respective Party acknowledge and understand that PROJECT costs for various types of additional work required by each respective Party, by its staff, or by policy, may not have been included in the original application and therefore costs to contractors or consultants to comply with staff requirements are not included in the PROJECT allocation; and WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and WHEREAS, Parties and each respective Party acknowledge and understand that the costs for the additional work may be reversed by AUTHORITY's Audit; and Page 2 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP WHEREAS, based on AUTHORITY's Board of Directors approved PROJECT ALLOCATION, the AUTHORITY agrees to implement the PROJECT; and WHEREAS, the PARTICIPATING AGENCIES agree to provide PROJECT funding in a cash match of One Hundred Forty Eight Thousand, Seventy Six Dollars ($148,076), as shown in Attachment A, or equivalent to at least four percent (4%) of PROJECT cost; and WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this Agreement to implement the PROJECT in support of SCCP and Project P; and WHEREAS, this Agreement defines the specific terms, conditions, and funding responsibilities between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the PROJECT; and WHEREAS, the AUTHORITY'S Board of Directors authorized funding for the PROJECT on January 27, 2020; and WHEREAS, the City of Fountain Valley's City Council approved this Agreement on the day of 2020. WHEREAS, the City of Huntington Beach's City Council approved this Agreement on the day of 2020. WHEREAS, the City of Santa Ana's City Council approved this Agreement on the day of , 2020. NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the PARTICIPATING AGENCIES as follows: ARTICLE 1. COMPLETE AGREEMENT A. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any term or Page 3 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-38 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced Recitals are true and correct and are incorporated by reference herein. B. AUTHORITY's failure to insist on any instance(s) of PARTICIPATING AGENCIES' performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and PARTICIPATING AGENCIES' obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. C. PARTICIPATING AGENCIES' failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of PARTICIPATING AGENCIES' right to such performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING AGENCIES except when specifically confirmed in writing by an authorized representative of PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. ARTICLE 2. SCOPE OF AGREEMENT This Agreement specifies the roles and responsibilities of the Parties as they pertain to the subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree that each will cooperate and coordinate with the other in all activities covered by this Agreement and any other supplemental agreements that may be required to facilitate purposes thereof. ARTICLE 3. RESPONSIBILITIES OF AUTHORITY AUTHORITY agrees to the following responsibilities for funding of the PROJECT: I fl Page 4 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-39 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP A. AUTHORITY shall implement the PROJECT based on the intent of the usage in the APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures contained in the SCCP and Comprehensive Transportation Funding Program (CTFP) Guidelines. B. AUTHORITY shall provide oversight to maintain inter -jurisdictional traffic signal operational integrity between PROJECT and other similar type projects not older than three (3) years. C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation necessary to comply with California Environmental Quality Act (CEQA) regulations for PROJECT. D. AUTHORITY shall perform web -based public outreach activities for the project to communicate major project milestones and results. E. AUTHORITY shall provide formats, templates, and guidance in reporting requirements as described in the SCCP and CTFP Guidelines. F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of PROJECT, may perform a technical and/or field review to ensure that the guidelines, policies, and procedures were followed. Such a review may be performed one hundred and eighty (180) days after the PROJECT three-year grant period is complete. If the technical and or field review determines that any of the activities performed are ineligible for SCCP funding, PARTICIPATING AGENCIES must reimburse and return the amount of funding used to perform the ineligible activity to AUTHORITY. G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as identified in APPLICATION and Attachment A for the dollar cash match at the end of the Primary Implementation phase or at a mutually agreed upon time to facilitate any respective Party funding timeframes. H. AUTHORITY shall request updates for the PROJECT as part of semi-annual review process, including documentation of in -kind match conforming to Attachment A and will include the PROJECT in the list of active projects in OC Fund Tracker until completion of the three-year grant period. Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders. Page 5 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-40 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the implementation of the PROJECT: A. AUTHORITY shall act asthe LEAD AGENCY for the work necessaryto manage, procure, and complete the PROJECT as identified in APPLICATION. B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT. C. To collect all data necessary to provide new optimized timing plans including, but not limited to, manual orvideo all movement counts at each PROJECT signalized intersection, and a mutually agreed upon number and location of twenty-four (24) hour / seven (7) day automated machine traffic counts with vehicle classification. D. To develop and implement newtiming plans optimized for signal synchronization. E. To provide updated timing plans for all control systems and all relevant data used to develop said plans to PARTICIPATING AGENCIES. F. To prepare a "Before and After Study" for PROJECT as described in the Measure M2 Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section B.111.9) for PROJECT. The AUTHORITY shall provide the "Before and After Study" to the PARTICIPATING AGENCIES in draft and final formats for review and comment. Party comments shall be noted in the final study. If specified in APPLICATION, AUTHORITY shall provide a "Before and After Study" video of a representative portion of PROJECT at up to two (2) public meetings. ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIES PARTICIPATING AGENCIES agree to the following responsibilities for implementation and funding of PROJECT: A. Provide a technical representative to meet and participate as a member of the PROJECT's Traffic Forum. II Page 6 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-41 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP B. To authorize the AUTHORITY to manage, procure, and implement all aspects of PROJECT. C. To participate and support PROJECT implementation within the timeframe outlined in APPLICATION and consistent with the SCCP and CTFP Guidelines adopted by AUTHORITY. D. To provide AUTHORITY all current intersection as -built drawings, all current intersections controller assembly plans as provided by the manufacturer and modified by Party since original installation, local field master, local controller, and ATMS timing plans and other ITS related data upon request. E. To provide the local cash match for PROJECT in accordance with Attachment A. Failure to provide local cash match and or evidence of in -kind services match may result in the loss of future participation for competitive funding opportunities. F. PARTICIPATING AGENCIES that have included a dollar match as identified in Attachment A shall provide payment for the dollar match to AUTHORITY within thirty (30) calendar days of receipt of an invoice. G. To waive all fees associated with any local agency permits that may be required of the consultant, sub consultants, and/or service or equipment providers in the performance of the PROJECT. H. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as part of semi-annual review process until completion of the three-year PROJECT grant period. Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders. I. PARTICIPATING AGENCIES shall, if specified in APPLICATION, continue Ongoing Operations and Maintenance after the three-year grant period is complete and continue until the end of the PROJECT per additional maintenance of effort in APPLICATION. J. The project is partially funded by Senate Bill 1 (SB-1) and PARTICIPATING AGENCIES agree to comply with all applicable SB-1 Accountability Guidelines, Solutions to Congested Corridors Program and State requirements. fl Page 7 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-42 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP ARTICLE 6. DELEGATED AUTHORITY The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this Agreement are delegated to their respective City Manager, or designee, and the actions required to be taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer or designee. ARTICLE 7. AUDIT AND INSPECTION AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a period of five (5) years after final payment, final closeout, or until any on -going audit is completed, whichever is later. For purposes of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of consultant's final billing (so noted on the paid invoice) under this Agreement. AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING AGENCIES' contractor. ARTICLE 8. INDEMNIFICATION A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees included), for damage to property, including property owned by AUTHORITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful Page 8 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify, protect, and hold harmless PARTICIPATING AGENCIES, including their officers, directors, employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. C. The indemnification and defense obligations of this Agreement shall survive its expiration or termination. 2025. ARTICLE 9. ADDITIONAL PROVISIONS A. Term of Agreement: This Agreement shall be in full force and effect through June 30, B. Amendment: This Agreement may be extended or amended in writing at any time by the mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless executed in writing by all Parties and AUTHORITY. C. Termination: In the event any Party defaults in the performance of their respective obligations under this Agreement or breaches any of the provisions of this Agreement, a non -defaulting Party(s) shall have the option to terminate this Agreement upon thirty (30) calendar days prior written notice to the Party in default. Page 9 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-44 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP D. Termination for Convenience: Either Party may terminate this Agreement for its convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for convenience to the other Party. E. Compliance: AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, state, and local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over the PROJECT. F. LegalAuthority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that they are authorized to execute this Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties hereto are formally bound to the provisions of this Agreement. G. Severability: If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. H. Counterparts of Agreement: This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures shall be permitted. I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party without the prior written consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one assignment shall be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. J. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing Party. Page 10 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-45 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP L. Notices: Any notices, requests, or demands made between the Parties pursuant to this Agreement are to be directed as follows: To FOUNTAIN VALLEY: To AUTHORITY: City of Fountain Valley Orange County Transportation Authority 10200 Slater Avenue 550 South Main Street Fountain Valley, CA 92708 P. O. Box 14184 Orange, CA 92863-1584 Attention: Temo Galvez Attention: Venita Anderson Deputy Public Works Director / City Engineer Senior Contract Administrator Tel: (714) 593-4517 Tel: (714) 560-5427 Email: temo.qalvezoc fountainvalley.oM E-mail: vanderson(cDocta.net To SANTA ANA: To HUNTINGTON BEACH: City of Santa Ana City of Huntington Beach 20 Civic Center Plaza 2000 Main Street M-43 Huntington Beach, CA 92648 Santa Ana, CA 92702 Attention: Cesar Rodriguez Attention: William Janusz Acting Senior Civil Engineer Principal Civil Engineer Tel: (714) 647-5626 Tel: (714) 374-1628 Email: Crodriguez(cDsanta-ana.org Email: wian usz(cDsurfcity-h b.o rg M. Force Maieure: Either Party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God; commandeering of material, products, plants orfacilities bythe federal, state or local government; national fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause Page 11 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-46 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2038 to be executed on the date of the last signature below. CITY OF FOUNTAIN VALLEY Bv: Cheryl Brothers Mayor Date: ATTEST: By: Rick Miller City Clerk Date: APPROVED AS TO FORM Bv: Colin Burns City Attorney Date: ORANGE COUNTY TRANSPORTATION AUTHORITY By: Meena Katakia Manager, Capital Projects APPROVED AS TO FORM: Bv: James M. Donich General Counsel Page 12 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-47 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2038 to be executed on the date of the last signature below. CITY OF HUNTINGTON BEACH By: Lyn Semeta Mayor Date: ATTEST: By: Robin Estanislau City Clerk Date: APPROVED AS TO FORM By: Michael E. Gates City Attorney Date: Page 13 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-48 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-0-2038 MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2038 to be executed on the date of the last signature below. CITY OF SANTA ANA By: Kristine Ridge City Manager Date: I_r01=-1l By: Daisy Gomez Clerk of the Council Date: APPROVED AS TO FORM Sonia R. Carvalho, City Attorney By: %T.& J hn M. Funk Assistant City Attorney Date: April 30, 2020 RECOMMENDED FOR APPROVAL Nabil Saba, PE Executive Director Public Works Agency Page 14 of 14 L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02038 25B-49 COOPERATIVE AGREEMENT NO. C-9-2038 MACARTHUR BOULEVARD / TALBERT AVENUE - RTSSP ATTACHMENT A DETAILED LOCAL MATCH COMMITMENT AGENCY TOTAL CASH MATCH* Primary Implementation Operations & Maintenance City of Fountain Valley $ 64, 398.00 $ 3, 840.00 $ 68,238.00 City of Huntington Beach $ 1,440.00 $ 960.00 $ 2,400.00 City of Santa Ana $ 69, 758.00 $ 7,680.00 $ 77,438.00 TOTAL $ 135,596.00 $ 12,480.00 $ 148,076.00 * No in -kind match allowed on this project. Page A - 1 25B-50 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE APPROVE AN AGREEMENT WITH SIEMENS INDUSTRY, INC. FOR HVAC AND LIGHTING CONTROL SYSTEMS MAINTENANCE IN AN AMOUNT NOT TO EXCEED $661,659 FOR A FIVE- YEAR TERM (NON -GENERAL FUND) /s/ Kristine 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 Authorize the City Manager to execute an agreement with Siemens Industry, Inc. for HVAC and lighting control system maintenance beginning July 1, 2020 to June 30, 2023, with provisions for two one-year extensions exercisable by the City Manager and City Attorney, in the amount of $286,659 with a $375,000 contingency, for a total amount not to exceed $661,659, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On May 5, 2015, the City Council approved the execution of a three-year agreement, with provisions for two one-year extensions with Siemens Industry, Inc. to provide HVAC and lighting control technical support on Siemens' proprietary building systems. The agreement will expire on June 30, 2020 and staff recommends approval of another agreement with Siemens Industry, Inc. in order for Siemens to continue providing technical support for their proprietary building automation control systems that regulate HVAC equipment and lighting at City Hall, Ross Annex, Ross Annex garage, Main Library, City Yard, El Salvador Center and the Santa Ana Regional Transportation Center. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy 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 and Deferred Maintenance Plans). 25C-1 Agreement with Siemens Industry, Inc. June 2, 2020 Page 2 FISCAL IMPACT Funding for this agreement will be budgeted and available for expenditure in the following accounts: FISCAL ACCOUNTING FUND ACCOUNTING UNIT, AMOUNT YEAR UNIT -ACCOUNT DESCRIPTION ACCOUNT DESCRIPTION NUMBER AGREEMENT 3-YEAR TERM 2020-21 07317100-62300 Building Building Maintenance, Contract $128,993 Jul — June Maintenance Services -Professional 2021-22 07317100-62300 Building Building Maintenance, Contract $130,613 July —June Maintenance Services -Professional 2022-23 07317100-62300 Building Building Maintenance, Contract $132 282 July —June Maintenance Services -Professional TOTAL $391,888 OPTIONAL EXTENSIONS 2023-24 07317100-62300 Building Building Maintenance, Contract $134,001 June - July Maintenance Services -Professional 2024-25 07317100-62300 Building Building Maintenance, Contract $135,770 June —July Maintenance Services -Professional GRAND TOTAL $661,659 ilk 69ICHLe7» Exhibit: 1. Agreement 25C-2 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED EXHIBIT 1 AGREEMENT TO PROVIDE HVAC AND LIGHTING CONTROLS TECHNICAL SUPPORT AND MAINTENANCE SERVICES THIS AGREEMENT is made and entered into on June 2, 2020 by and between Siemens Industry, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a contractor to provide HVAC and lighting controls technical support and maintenance services for City facilities. B. City and Contractor previously entered into Agreement No. A-2015-078, dated May 5, 2015, by which Contractor provided such services. That agreement expires on June 30, 2020. C. City and Contractor desire to enter into another agreement to provide continuity of these services and because the respective systems are proprietary in nature. D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform the services described in the scope of work that is included in Contractor's proposal, a copy of which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $661,659. This sum is comprised of: (1) the following annual base amounts and (2) an annual contingency in the amount of $75,000 for additional services at the City's sole discretion. Year l: $53,993 Year 2: $55,613 Year 3: $57,282 Year 4: $59,001 (if extended) Year 5: $60,770 (if extended) DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED 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 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. 2 -4 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by contractor, without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY ]INDEMNIFICATION Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work 21 -8 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: 2 -1 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Contractor: Siemens Industry, Inc. 6141 Katella Ave Cypress, CA 90630 Attn: Vincent Makuch A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without 21 -8 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. hi such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRINIINATION Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21 _t DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED 20. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council CITY OF SANTA ANA Kristine Ridge City Manager APPROVED AS TO FORM CONTRACTOR SONIA R. CARVALHO City Attorney DocuSigned by: 7" By: o � . CF,.Gw ecoeeasaeFozaao_. Min M. Funk Name: Julie Slick Assistant City Attorney Title: Sales Manager Nabil Saba Executive Director Public Works Agency 215C4 1 U DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS EXHIBIT A �t��etiHifr-fore fe PROPOSAL 2019 Renewal Service Agreement Proposal - City of Santa Ana PREPARED BY Siemens Industry Inc. - Los Angeles Branch Automation Service Team PREPARED FOR Phil Neff, Building Maintenance Supervisor DELIVERED ON April 27, 2020 a i; J-b DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS �Kg.P.rnH ill' -for e f e Table of Contents ProposalInformation.................................................................................................................. 3 ExecutiveSummary .................................................................................................................... 3 CustomerObjective.................................................................................................................... 4 Preferred Customer Service Agreement Benefits......................................................................... 4 Siemens Capabilities & Customer Commitment.......................................................................... 4 The Vision for Our Approach....................................................................................................... 4 OurService Approach................................................................................................................. 5 YEAR 01 — 2019/2020............................................................................................................. 5 YEAR 02 — 2020/2021............................................................................................................. 5 YEAR 03 — 2021 /2022............................................................................................................. 5 Scopeof Services........................................................................................................................ 6 EMERGENCY RESPONSES......................................................................................................... 6 TECHNOLOGY AUDIT............................................................................................................... 7 HVAC CONTROL SERVICES — AUTOMATION.............................................................................. 7 HVAC CONTROL SERVICES — MECHANICAL............................................................................... 9 TRAINING................................................................................................................................ 9 CONTINGENCY FUNDS............................................................................................................ 9 Service Implementation Plan.................................................................................................... 10 CONNECTIVITY...................................................................................................................... 10 SERVICE AGREEMENT CONTRACT CHARACTERISTIC................................................................ 10 SIEMENS SERVICE PORTAL..................................................................................................... 10 MaintainedEquipment............................................................................................................. 11 ServiceTeam............................................................................................................................ 12 25^ 2 Page 2 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS 11-Xg tt "a y fore fe Proposal Information Date: April 27, 2020 Proposal #: 4081535 Sales Executive: Vincent Makuch Branch Address: 6141 Katella Ave, Cypress, CA 90630 Telephone: (657) 465-0743 Email Address: vincent.makuch@siemens.com Customer: City of Santa Ana Customer Contact: Phil Neff Telephone: (714) 719-2526 Email Address: pneff@santa-ana.org Services shall be provided at 1. City Hall: 20 Civic Center Plaza, Santa Ana, CA 92701 2. City Yard: 122 N Newhope St, Santa Ana, CA 92703 3. Library- Main: 26 Civic Center Plaza, Santa Ana, CA 92701 4. Library- Newhope: 220 S Daisy Ave, Santa Ana, CA 92703 Workstation(s) located at 1. City Hall: 20 Civic Center Plaza, Santa Ana, CA 92701 Scope of Work: (Detailed Scope of Services on following pages) Pricing Option: 3-Year Service Agreement with 2x 1-Year Options Year 1 07/01 /2020 to 6/30/2021 $53,993.00 (12-month renewal) Year 2 07/01/2021 to 6/30/2022 $55,613.00 (12-month renewal) Year 3 07/01/2022 to 6/30/2023 $57,282.00 (12-month renewal) Year 4 07/01 /2023 to 6/30/2024 $59,001 .00 (Optional 12-month extension) Year 5 07/01 /2024 to 6/30/2025 $60,770.00 (Optional 12-month extension) Includes Tax: Yes (On any material needed to maintain your system) Executive Summary City of Santa Ana has made a significant investment in its infrastructure and its complex technical systems which are critical to the profitability and productivity of their overall business. This proposed service solution, our Service Agreement, will proactively serve to protectthat substantial investment through a program of planned service tasks by our trained technical staff. This Service Agreement has been specifically developed to support the City of Santa Ana's unique facility, and the services provided herein will help in achieving the facility goals. 25^ 3 Page 3 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS �t�9.etnHi{ fore fe- Customer Objective The renewal of services that Siemens Industry, Inc. ("Siemens') has provided in this Service Agreement has been specifically designed for the City of Santa Ana in order to meet their unique business needs. The top priority business needs were identified and agreed to in a series of discussions with City of Santa Ana and their teams. City of Santa Ana has Siemens controls that requires maintenance, updates and upgrades from time to time. The City of Santa Ana requires Siemens' factory trained staff to provide preventive maintenance, facility staff directed support, training and to help protect the investment in Siemens systems within the facility. Preferred Customer Service Agreement Benefits • Comfortable employees & building occupants • Discounted software upgrades (Insight has reached its End of Life & Desigo will replace it) • Discounted online support rate (approx. to%discount) • Discounted labor rate (approx. to%discount) and materials rate (60%discount) • Discounted customer training • Preference for onlinelonsite support over non -service agreement customers • Hands on Preventive Maintenance by factory trained Siemens specialists • Protects initial investment and minimizes energy & operational costs • Minimizes downtime • City facility staff interaction with dedicated Siemens specialists • Dedicated account management team Siemens Capabilities & Customer Commitment Siemens Industry, Inc. is a leading single -source provider of cost-effective facility performance solutions for the comfort, life safety, security, energy efficiency and operation of some of the most technically advanced buildings in the world. For more than 150 years, Siemens has built a culture of long-term commitment to customers through innovation and technology. Siemens is a financially strong global organization with a Branch network that delivers personalized service and support to customers in multiple industries and locations. References are available upon request. The Vision for Our Approach This agreement will serve as the cornerstone of a relationship whereby Siemens assists City of Santa Ana to create an ideal atmosphere for the occupants and employees in a highly efficient manner with exceptional quality and comfort outcomes. With the City of Santa Ana's aging infrastructure, it is important to keep a close eye on the equipment (Controls System & HVAC) to minimize failures. We have set forth a phased plan to upgrade the system over the initial term of this agreement. 25^ w Page 4 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS 11-Xg tr ". { fore fe Our Service Approach At any given time, HVAC equipment within a facility can account for approximately 40% of the energy expenditures in that facility and requires continuous attention to maintain the comfort levels. Our Minimum Scheduled Visits are as follows: YEAR 01 — 2020/2021 Automation JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 1 1 1 1 1 1 1 1 1 1 1 1 Mechanical JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 1 1 1 1 1 1 During year two the contract will resume its regular maintenance schedule. YEAR 02 — 202112022 Automation JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 1 1 1 1 1 1 1 1 1 1 1 1 Mechanical JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 1 1 1 1 1 1 During year two the contract will resume its regular maintenance schedule. YEAR 03 — 2022/2023 Automation JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 1 1 1 1 1 1 1 1 1 1 1 1 Mechanical JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 1 1 1 1 1 1 During year three the contract will resume its regular maintenance schedule. 25^ 5 Page 5 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS i{ fore fe- Scope of Services The Service Offering proposed in this agreement are specifically designed for City of Santa Ana to meet the mutually agreed upon: 1. EMERGENCY RESPONSES 2. TECHNOLOGYAUDIT 3. HVAC CONTROL SERVICES — AUTOMATION 4. HVAC CONTROL SERVICES — MECHANICAL 5. TRAINING EMERGENCY RESPONSES Phone Number to Call: 800-806-0886 You may place a service call to the above phone number if the facility you are calling about has previously been setup in our system. Emergency Online/Phone Response Billable Service: System and software troubleshooting and diagnostics will be provided remotely to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will respond within 2 hours, Monday through Sunday, 24 hours per day, including Holidays, upon receiving notification of an emergency, as determined by your staff and Siemens. Siemens will furnish and install the necessary online service technology to enable us to remotely dial into your system, through a dedicated telephone line that will be provided by the facility. Where remote access is not available to the system, Siemens will provide phone support to your staff to assist in their onsite troubleshooting and diagnosis. If remote diagnostics determine a site visit is required to resolve the problem, a technician can be dispatched. Emergency On -site Response Billable Service: Emergency Onsite Response will be provided to reduce the costs and disruptions of downtime when an unexpected problem does occur. Siemens will provide this service between scheduled service calls and respond onsite at your facility within 4 hours for critical emergencies, or within 8 hours for non -emergency conditions, Monday through Sunday, 24 hours per day, including Holidays, upon receiving notification of an emergency. Critical emergencies, as determined by your staff and Siemens, are failures at a system orponel level that would result in the loss of the operation of an entire section of a building or place the facility at high risk. Non - emergency conditions, as determined by your staff and Siemens, are failures at an individual component level resulting in minimal impact to the overall operation of the facility. Non - emergency conditions, as determined by your staff and Siemens, may be incorporated into the next scheduled service call. 25^ 6 Page 6 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS �t�cler.Hi{ fore fe TECHNOLOGY AUDIT To ensure that your HVAC Control System meets your changing needs, Siemens Sales Executive will review your system, evaluating the current use of your HVAC Control System and what may have been changed or been modified in your daily facility operation that impacts the effectiveness of the system. Siemens will review applicable building control technologies, suggest possible new strategies or technologies that could be implemented to enhance your current system, and consider what changes, enhancements and/or upgrades should be made to facilitate your future plans. In addition, recommendations may be made about adding and/or modifying applications, sensors, points, panels and/or software where needed to improve building operation and performance. Once the review is completed, a written report of the findings and recommendations will be submitted during a scheduled meeting. HVAC CONTROL SERVICES — AUTOMATION The service agreement includes: Preventive Maintenance Siemens will be provided in accordance with a program of routines as determined by our experience, equipment application and location. Automation controls can drift out of calibration with changes in HVAC component performance characteristics, building use, and climatic conditions. This service will extend equipment life, reduce energy consumption, and reduce the risk of costly and disruptive breakdowns. Based on the site requirement, site conditions and equipment present at the site, some of the tasks performed during preventive maintenance include the following: • Visually Inspect cabinet and observe operating environment • Check Diagnostic LEDs and electrical wiring and tighten loose connections • Identify overridden HOA Switches • Review with the customer before attempting to change/correct • Verify supply air pressure to the panel, if applicable • Pinch branch line and checkfor leaks (Pressure drop), if applicable • Check for air leaks and oil or water contamination • Ensure all wiring and tubing is dressed properly • Secure all loose components in panel • Clean as necessary Note: The tasks mentioned above are generic tasks. All the above tasks may or may not be performed based on the equipment maintained at your facility. • The equipment to be included as part of this service, is itemized in the List of Maintained Equipment in this service agreement 25^ 7 Page 7 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS �t�cle�.Hi{ fore fe Data Protection & Data Recovery Services Siemens will perform scheduled database back-ups of your Server database & graphics and 1 or field panel databases and provide safe storage of this critical business information. Should a catastrophic event occur, we will respond onsite (or online if such service is included in this service agreement) to reload the databases and system files from our stored backup copy, to restore your operation as soon as possible. The equipment to be included as part of this service, is itemized in the List of Maintained Equipment in this service agreement Software Maintenance Siemens will address any programming errors, failed points, points in alarm, unresolved points or points in operator priority, both at the front-end workstation and at the field panel. We will perform this service using onsite visits and 1 or remote services (if applicable). Customer Directed Support With Customer Directed Support, Siemens will provide a trained and experienced automation specialist who will work under your direction. The intent of this service is to offer you labor assistance in completing a special project, or to meet a facility objective. Typical scenarios are: • Providing Operator coaching to help clarify any questions regarding the system functionality • Providing a specialist to complete special projects at the customer's direction • Participate in customers evaluation and planning of future expansion and/or change of facility use. Research and document information required. • Providing a specialist for a specific period during facility startup I or commissioning, or sometimes during a re -commissioning of the facility in lieu of regular PM visit. • Evaluate and recommend where system efficiency may be enhanced, and operation improved. Automation Service Health Report The assigned energy engineer will collect the necessary trends from the Siemens Desigo Building Automation System and perform analysis to look for areas of improvement and areas of energy efficiency. Siemens will provide a report on the system twice a year to the City of Santa Ana. 25^ 8 Page 8 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS �K9.P.rnH it -for e fe. HVAC CONTROL SERVICES — MECHANICAL The service agreement includes: Preventive Maintenance Pneumatic controls can drift out of calibration with changes in mechanical component performance, building use, and climatic conditions. Siemens will provide preventative maintenance in accordance with a program of standard routines that include calibration as determined by our experience, equipment application and location. The equipment included under this service is itemized in the List of Maintained Equipment in this service agreement. Customer Directed Support With Customer Directed Support, Siemens will provide a mechanic or pipefitter who will work underyour direction. The intent of this service is to offer trained and experienced labor assistance in completing a special project, or to meet a facility objective. Specific job responsibilities, goals, work hours and other associated deliverables of this service are listed in the Appendix section of this service agreement. TRAINING Instructor -Led Training for City of Santa Ana Building Maintenance Staff Siemens recognizes the importance of maximizing the efficiency of your facility systems and optimizing their functionality. Through training provided by Siemens Industry, Inc., your organization will lower building costs while enhancing building performance. Your employees will be able to provide more meaningful analysis of building operations data and build their professional development with Continuing Education Credits through the Master Operator and Master Programmer Curriculum. Preferred Service Agreement discounted price for the City of Santa Ana prices may vary and there is no training included in this service agreement. CONTINGENCY FUNDS Funds for Miscellaneous and Unplanned Issues The city & Siemens recognizes the importance of maintaining the aging infrastructure of your facility systems and that there may be unplanned failures that will need to be attended immediately. There will be $7S,000 allotted per fiscal year in addition to the dollar amount for the annual services for these unplanned projects and issues that occur. 25C-1 9 Page 9 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS 11-Xa ti"Hi forefL Service Implementation Plan CONNECTIVITY A secure remote connection to your facility enables Siemens to respond quickly and maintain a high level of system up -time and performance. Not implemented at this time. Will need to coordinate with the City IT team. Remote Capability (CRSP) Maintenance for the City CRSP isfor Siemens authorized specialiststo remote into the Siemens Building Automation System at the city, Siemens has set up the necessary software on the BAS workstation on site and ensured that the BAS can be logged in securely from the Siemens office. This ensures that Siemens can remotely log in to the Siemens BAS system at the city to provide quicker and more efficient responses. City of Santa Ana to ensure the city's IT supports CRSP for the duration of the contract to be able to perform above tasks. SERVICE AGREEMENT CONTRACT CHARACTERISTIC Emergency Online/Phone Response 2- hours (Billable) Response time - onsite for non -emergency Next Scheduled Visit (Billable) Hours of Service 24 x 7 (Billable) Window for Call Handling 24 x 7 — Availability to take your call *Labor and material costs for troubleshooting problems and repairing or replacing components are handled separately. These costs can be billable or included within your Repair and Replacement Coverage. See List of Maintained Equipment to view your current Repair and Replacement Coverage. SIEMENS SERVICE PORTAL The Service Portal complements the personalized services you will receive from your local Siemens office by providing greater visibility into equipment and services delivered by Siemens. This web - based portal allows you the ability to confirm schedules, track repairs, manage agreements, generate reports, and access critical information; then share itacross your entire enterprise quickly and efficiently. The Service Portal is user-friendly way to increase your productivityand the value of your service program. 25^-20 Page 10 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS ir fore fe. Maintained Equipment Apogee MEC 15 Services (Times per year): Preventative Maintenance (1) -Software Maintenance (1) Apogee MEC 15 Services (Times per year): Preventative Maintenance (1) - Software Maintenance (1) Apogee FLN Controller 1 Services (Times per year): Preventative Maintenance Apogee PXC Modular 3 Services (Times per year): Preventative Maintenance (1) - Software Maintenance (1) Apogee TEC 168 Services (Times per year): Preventative Maintenance (1) Apogee Server 1 Services (Times per year): Data Protection & Recovery Services (2) Valves 25 Services (Times per year): Preventative Maintenance (1) - Inspection (1) Air Compressors & Dryers Air comp. 3 HP 2 Services (Times per year): Preventative Maintenance (1) - Inspection (2) Air Compressors& Dryers Air comp. 2 HP 1 Services (Times per year): Preventative Maintenance (1) - Inspection (2) Air Compressors & Dryers Air Dryer 2 Services (Times per year): Preventative Maintenance (1) - Inspection (1) Controllers Receiver Controller 1 Services (Times per year): Preventative Maintenance (1) - Inspection (1) Controllers T-stat 60 Room, Single Pressure Services (Times per year): Preventative Maintenance (1) - Inspection (1) Valves & Actuators PRV 1 Services (Times per year): Preventative Maintenance (1) - Inspection (1) 25^-21 Page 11 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS �K9.P.rnH it -for e fe Service Team An important benefit of your Service Agreement derives from having the trained building service personnel of Siemens Industry, Inc. familiar with your building systems. Our implementation team of local experts provides thorough, reliable service and scheduling for the support of your system. Vincent Makuch — Account Executive manages the overall strategic service plan Kat Lindemann — Client Services Manager is responsible for ensuring that our contractual obligations are delivered, your expectations are being met and you are satisfied with the delivery of our services. Ben Peeples — Service Operations Manager is responsible for managing the delivery of your entire support program and service requirements. Pete Valenzuela — Primary Service Specialist is responsible for performing the ongoing service of your system. TBD — Secondary Service Specialist who will be familiarized with your building systems to provide in-depth backup coverage. TBD — Service Coordinator is responsible for scheduling your planned maintenance visits and handling your emergency situations by taking the appropriate action. TBD — Service Administrator is responsible for all service invoicing including both service agreement and service projects. 25^-22 Page 12 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS 11-XaZt "ai fore fe Agreement Terms for Investment Services shall be provided at: 1. City Hall: 20 Civic Center Plaza, Santa Ana, CA 92701 2. City Yard: 122 N Newhope St, Santa Ana, CA 92703 3. Library- Main: 26 Civic Center Plaza, Santa Ana, CA 92701 4. Library- Newhope: 220 S Daisy Ave, Santa Ana, CA 92703 Siemens Industry, Inc. shall provide the services as identified in this Proposal and pursuant to the associated terms and conditions contained within. Duration (Initial Term and Renewal): This Agreement shall remain in effect for an Initial Term of 3 Periods beginning 2020-07-01. The Investments for each year after the Initial Term of the Agreement and each year of each renewal of this Agreement shall be determined as the immediate prior year's Investment plus an escalator of 3%. In addition, each renewal term pricing shall be adjusted for any additions or deletions to services selected for the renewal term. Initial Term Investments: Year 1 07/01 /2020 to 6/30/2021 $53,993.00 (Annually in Advance) Year 2 07/01 /2021 to 6/30/2022 $55,613.00 (Annually in Advance) Year 3 07/01 /2022 to 6/30/2023 $57,282.00 (Annually in Advance) Optional Extension Periods Year 4 07/01 /2023 to 6/30/2024 $59,001 .00 (Annually in Advance) Year 5 07/01 /2024 to 6/30/2025 $60,770.00 (Annually in Advance) *Amount Due in Advance Based on Billing Frequency Applicable sales taxes are excluded from the Investments. The pricing quoted in this Proposal are firm for 30 days. 25^-23 Page 13 of 13 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE: APPROVE AN AGREEMENT WITH SHAMROCK SUPPLY COMPANY, INC. TO PROVIDE A CENTRAL STORES CONSIGNMENT INVENTORY PROGRAM FOR A FIVE YEAR TERM IN AN ANNUAL AMOUNT OF $750,000, WITH PROVISIONS FOR TWO ONE-YEAR EXTENSIONS, FOR A TOTAL AGREEMENT AMOUNT OF $5,250,000 (INCLUDING THE TWO ONE- YEAR EXTENSIONS) (SPECIFICATION NO. 20-019) (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: APPROVED ❑ 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 Authorize the City Manager to execute an agreement with Shamrock Supply Company Inc. to provide a consignment inventory program for a five-year period beginning July 1, 2020 and expiring on June 30, 2025, with provisions for two one-year extensions exercisable by the City Manager and the City Attorney, in an annual amount of $750,000, for a total agreement amount not to exceed $5,250,000, including renewal options, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION City facilities management recently transitioned from the Finance and Management Services Agency to the Public Works Agency. Central Stores is part of this operation. Central Stores operates under a consignment inventory program. Under this program, the selected vendor stocks the warehouse with inventory that remains their property until the inventory items are issued to end -users. A consignment inventory program for the Central Stores operation has provided several benefits, including reduced inventory costs, discounted pricing, and other soft cost savings. On February 24, 2020, the Public Works Agency issued a Request for Proposal (RFP) for qualified firms to provide maintenance, repair and operations (MRO) supplies on a consignment basis. Proposers were asked to submit proposals that would provide for stocking the Central Stores warehouse on a consignment basis. The RPF was advertised on the City's online bid management and publication system, with the bids due on March 18, 2020. Twenty-three vendors downloaded the project documents. One proposal was received and evaluated by a selection committee based 25D-1 Agreement with Shamrock Supply Company, Inc. June 2, 2020 Page 2 on criteria as outlined in the RFP. Shamrock Supply Company, Inc. received an average score of 93. Shamrock proposes to provide a micro -logistic approach to vendor -managed inventory for Central Stores by providing a Central Stores Storeroom model. The automated approach will allow staff to purchase supplies via an online portal or by accessing the storeroom equipped with the technology necessary to allow employees to check out supplies via a self -checkout station. The storeroom technology will be equipped to track each individual in the storeroom along with the supplies that are removed off the shelf. Due to storage space considerations, it is anticipated that reduced Central Stores inventories will be maintained on -site with back stock maintained off -site at Shamrock's main distribution center. Under the consignment program, Shamrock will stock the warehouse with inventory that will remain their property until the inventory items are issued to City staff. Shamrock will then invoice the City when inventory items are issued. This consignment inventory model continues to produce several operational efficiencies, such as reduction of obsolete MRO supplies and shrinkage costs, elimination of the need for maintaining a large inventory of MRO supplies, as well as streamlined Purchasing and Accounts Payable processes by reducing the number of contracts, purchase orders and invoices. Shamrock will be responsible for conducting regular inventories, and restocking items that fall below minimum inventory thresholds. In accordance with the RFP evaluation results, staff recommends awarding an agreement to Shamrock Supply Company, Inc. Shamrock has experience, has been servicing the City since 2012, and has proven experience performing similar services for other agencies. Due to their long- term commitment and investment in providing the City with a more automated approach, staff is in favor of a five-year term with two one-year renewal options. The proposal contained a clear path toward achieving City goals and objectives as required by the RFP. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). FISCAL IMPACT Funds for the annual amount of $750,000 for this agreement will be included and available in the Fiscal Year 2020-21 proposed budgets and for future years in various departmental accounting units, under Miscellaneous Operating Expense account number, 63001. Exhibit 1: Agreement 25D-2 EXHIBIT 1 CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 1st day of July, 2020 by and between Shamrock Supply Company, Inc., ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a Consultant having the special knowledge and ability to supply maintenance, repair and operations equipment and materials. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services delineated in Consultant's proposal and set forth in Exhibit A, attached hereto and incorporated by reference, and as described in the scope of services that was included in REP No. 20-019, which is attached as Exhibit B and incorporated in full. Consultant shall provide City with an extranet portal to place orders electronically. Consultant shall provide City, at no additional cost to City, an Opti-Crib solution as presented in Exhibit A. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $5,250,000 (including extension periods). This sum shall be comprised of a not -to exceed annual amount of $750,000 during the initial five (5) year term of this agreement and for any extension periods exercised by the City per Section 3, below. Page 1 of 10 25D-3 b. Prices identified above shall remain fixed during the first six months of the Agreement and reviewed semi-annually (January/July). The Contractor shall provide an updated price list to the City. Price adjustments may be requested by Supplier based on manufacturer quotes/renewals, part number updates/changes, engineering specification changes, commodity/market changes, or items previously priced incorrectly. Product - specific adjustments shall be allowed `off -schedule' for materials reflecting a 4.0% or greater product manufacturer/supplier cost increase, and Consultant shall provide documentation verifying manufacturer/supplier cost increase. The Executive Director or their designee handling this Agreement shall provide written confirmation of the City's consent of the new prices at a at a rate not -to -exceed the percentage increase of the product manufacturer/supplier cost increase charged to the Consultant. c. Any increase in costs will not be reflected by a change in the overall compensation notes in Section 2.a., above. Any increase in compensation to Contractor shall require approval by the City Council. d. 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 which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a five (5) year term with the option for the City to grant up to two additional one-year terms, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical Page 2 of 10 25D-4 drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Proprietary rights created, conceived, developed, and/or reduced to practice by Consultant and/or its subcontractors prior to the performance of services, including expressly the OptiCribTM storeroom management program, remain the proprietary rights of Consultant. For any pre-existing proprietary rights used, incorporated into, required for use, or provided with any services or materials to City, Consultant will make available to City a non-exclusive, irrevocable, perpetual, license for those pre-existing proprietary rights that are integral to the City's complete enjoyment of the services or materials provided in conjunction with this Agreement. 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 Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additionalinsured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Contractor, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. Page 3 of 10 25D-5 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 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 furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable Page 4 of 10 25D-6 decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY The parties mutually agree that the receiving party shall hold in strict confidence the disclosing party's confidential information furnished herein, or reproduced or developed by the receiving party based on the disclosing party's confidential information for the greater of the following periods: (a) three (3) years from the date of receipt of the confidential information, (b) for so long as the confidential information constitutes trade secrets under applicable laws, or (c) until such time as the disclosing party provides notice that such information is no longer confidential. The receiving party agrees that it shall not use, disclose, reproduce, distribute, reverse engineer, or otherwise misappropriate disclosing party's confidential information and shall take no action that may cause, or fail to take any action to prevent causing, any confidential information to lose its character as confidential information. The receiving party's protective measures shall include the degree of care that the receiving party utilizes to protect its own trade secrets and confidential information of a similar nature, which shall be no less than reasonable care. Each party shall inform its respective authorized personnel of the confidentiality obligations under the Agreement. "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 Page 5 of 10 25D-7 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. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court. 11. 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. 12. NON-DISCRINIINATION Provider 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. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 6 of 10 25D-8 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, 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 Contractors retained by City. 15. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. Notwithstanding any other provision in this Section 15, in connection with any expiration or termination of the Agreement, upon City's request, Consultant shall take all necessary and appropriate actions to accomplish a complete, timely, and seamless transition from Consultant to City, or to any third party service -providers designated by City, of services and materials provided in conjunction with this Agreement. The parties shall use commercially reasonable efforts to complete this transition within three (3) months after receipt of the notice of termination of this Agreement. Consultant, City, and any third party service -providers, shall confer and negotiate in good faith to reach mutual agreement on and to document a written plan that allocates responsibilities and describes the respective work of the parties for transition of services and provision of materials. The parties shall make every effort to re -purpose consigned inventories through `burn - down,' acquisition by third party service -provider, or similar, however City shall purchase remaining Consultant -consigned, program -specific inventories remaining at expiration or termination of the Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by Page 7 of 10 25D-9 the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES 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. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Page 8 of 10 25D-10 To Contractor: Michael J. O'Connor President/CEO Shamrock Supply Company, Inc. 3366 E La Palma Ave Anaheim, CA 92806 Fax: 714-575-3639 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of 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. 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 shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [Signatures on the following page] Page 9 of 10 25D-11 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: U O Jose Montoya Deputy City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: Michael J. O' onnor President/CEO Page 10 of 10 25D-12 EXHIBIT A 25D-13 T9he y [�?l SII�gE�N�@°�y®pgCK SHAMROCK* SUPPLY CO. SHAMROCK *SUPPLY CO. SINGLE&POINT Compa EIeS HARDWARE • T OLS • SAME DE MEXICO A I L ' FERRETERIA•HERRAMIENTAS-SEGURIDAD March 18, 2020 Ms. Gabriela P. Lomeli Project Manager City of Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Regarding: Request for Proposal No. 20-019 Vendor Managed Inventory (VMI)/ Total Cost of Ownership (TCO) Reduction Programs Consignment Maintenance, Repair & Operations Supplies Shamrock Supply Company, Inc. Dear Gabriela: On behalf of Shamrock Supply Company, I want to thank you for the opportunity to present our solutions for supply chain management services and consignment inventory for MRO supplies and equipment in conjunction with City of Santa Ana Central Stores. As you may know, Shamrock Supply Company, Inc. has been serving the industrial supply requirements of businesses throughout Southern California for over thirty-five years, and has established itself as an innovative and agile distributor of a broad range of industrial products and services. We believe that our success has resulted in large part from the people -centered approach that we have taken in developing focused and responsive supply chain solutions for our customers, and we look forward to the continued development of our sourcing partnership. In response to your request, we have detailed aspects of our VMI programs, incorporating City of Santa Ana requirements described in the RFP and recommendations for continuous improvement that we have observed/developed, based upon our current support of Central Stores, including significantly information regarding our OptiCribTM solution — a powerful, new high-tech tool for managing B2B durable and consumable materials delivery in a 'frictionless' storeroom or warehouse environment — no attendants required. The system leverages artificial intelligence and high -definition optical sensors combined with precise weight -sensing technology to automate intelligence into on -the -shelf inventory levels, providing an accurate and continuously -available (24/7), total -accountability solution for efficient inventory management, with the City of Santa Ana pilot installation scheduled for late April/early May, 2020. It is our intention that these program details might structure our continued collaboration in designing and implementing successful and cost-effective supply chain solutions. Certainly, these details can be further refined to meet any additional requirements you may have. 25D-14 SHAMROCK SUPPLY COMPANY, INC. City of Santa Ana RFP No.:20-019 VMIProgram/Value-Added Service Proposal March 18,2020 Paae 2 Gabriela, we recognize that you have several options available for industrial products and services, and we appreciate the opportunity to enhance our current service offering. We are confident that our program design, collaborative approach, and commitment to total cost of ownership (TCO) reduction align well with your goals for material availability and inventory management cost reduction and program implementation can be effected immediately, building upon our existing systems, processes, and personnel integration. We look forward to our continued discussion and to a successful program implementation. Thank you, again. Yours sincerely, Shamrock Supply Company, Inc. Michael J. O'Connor President/CEO 25D-15 /Vl Shamrock SHAMROCK SUPPLY CO. SHAMROCK SUPPLY CO. SINGLE POINT ■ CUm pan es •AR•WARE •T OEf • RAMY OF MEXKO ffRRfTERIw•NERMMIFNIA3•SfGUlI0A0 SHAMROCK SUPPLY COMPANY, INC. Founded in 1975, Shamrock Supply Co. is a general line industrial distributor of Tools, Hardware, and Safety/PPE supplies and equipment, based in Anaheim, CA with sales branches in Los Angeles, CA and Tijuana, M6xico, providing product sourcing/material support and supply chain services to customers in the utilities, aerospace, manufacturing, financial services, leisure and entertainment, governmental, education, and aviation market sectors. Company and Capability Overview Our Focus: To deliver total value and to create competitive advantage for the City of Santa Ana through industry expertise, innovation, flexibility, and client -centric approach Our Model: "Collaborative Commerce" A Proven, Innovative, Integrated Supply Partner — Shamrock Integrated Supply (SIS) has partnered with leading companies across industry for MRO products/services ■ A compelling model for MRO supply management, incorporating the unique strengths of leading, local distributors with the reputation for industry expertise, innovation, flexibility and customer -centric focus in the management and delivery of MRO products and services ■ A single point -of -contact for client contract management • A commercial partnership, marked by a spirit of trust and collaboration, designed to increase operational efficiencies and to promote mutual benefit by leveraging the core competencies of partner organizations across the supply chain ■ Benefits: Promotes customer satisfaction, an atmosphere of goodwill among supply chain partners, open communication, sharing of information, cost reduction, flexibility, and continuous improvement in such areas as product design and quality, product supply, inventory reduction strategies, logistics, emergency response, administrative processes, and the development and utilization of WMDVBE subcontractors • Product Sourcing Expertise — SIS has developed leading sourcing partnerships with 5,000+ domestic manufacturing/global sourcing partners and related product knowledge to successfully support emergent requirements and to deliver innovative product/safety solutions 25D-16 SHAMROCK SUPPLY COMPANY, INC. City of Santa Ana RFP No. 20-019 Company and Capability Overview March 18, 2020 Page 2 Supply Management Solutions: VMI Programs, JIT Product Delivery, On -Site Sourcing & Materials Management, On -Site Storeroom/Satellite Inventory Management, Consignment Inventory, Integrated Supply Solutions OptiCribTm Frictionless Storeroom Management: OptiCribTM revolutionizes storeroom management, powering seamless and friction -free inventory management within the industrial and commercial supply space, utilizing ruggedized high -definition optical sensors combined with precise weight -sensing technology to automate intelligence into on -the -shelf inventory levels, providing an accurate and continuously -available (24/7), total -accountability solution for the efficient management of durable and consumable materials. Local Inventory/Logistics Support — Dedicated, local warehousing to the City of Santa Ana, multi -million dollar MRO inventories, and direct sourcing relationships with stocking manufacturers throughout Southern California to ensure on -time material delivery and project up -time o Over 5,000 actively -managed domestic supplier relationships guarantee a product line, unequaled in breadth and depth, to ensure uninterrupted material support for maintenance, repair, and operations (MRO) requirements Product Segmentation: Abrasives/Cutting Tools, Adhesives/Tapes, Building Materials, Communications, Electrical/Lighting, Fasteners/Hardware, Hand/Power Tools, Lubricants/Sealants, Lumber, MRO/Janitorial, Packaging, Paint/Sundries, Pole Line Hardware, Plumbing/PVF, Pumps, Compressors & Generators, Safety/PPE, Security, Signage & Marking, Storage & Material Handling, Testing, Welding/Soldering... and more! e-Commerce Options: Client Syndicated Web -based Product Catalogue with Customized Product Content and Secure Client Access o Client -specific web -based product cataloguing and electronic material requisition functionality, including "Personal Shopper" feature o Benefits: City of Santa Ana ERP Integration, Multi -department MR Process Standardization/Optimization (including e-Approval Facilitation), User- defined/specific MR "Quick Reference" Lists, Product Standardization/ Specification Detail, Material Usage Reporting/Budget Control Experienced Account Management John Cassidy, Account Administrator and Outside Contact ® 30+ years in MRO distribution ® Manager of Key Accounts, including Boeing, LADWP, the City of Los Angeles, etc. Amanda Abarca, Customer Service/Inside Account Manager Dedicated COSA Direct Contact 2+ years dealing directly with COSA as customer service, accounting, and inside sales contact ® Prime inside account manager for key VMI customers 25D-17 S'":�r®�k SHAMROCK SUPPLY CO. SHAMROCK TSUPPLY CO. SINGLE&POINT Companies HARDWARE C T OLS SAFETY DE MEXICO f ERRETERIA-HERRAMIENTAS•SEGIIRINAD VENDOR -MANAGED INVENTORY (VMI) PROGRAM CITY OF SANTA ANA CENTRAL STORES Program Overview/Scope of Services The purpose of the VMI program is to establish a mutually -beneficial framework for management of facilities maintenance -related consumable materials and enhancement of inventory management and requisition for the City of Santa Ana Central Stores, enabling sourcing partners to focus upon their respective core competencies and to successfully leverage the power of their joint operations to increase operational efficiency by optimizing consumable material delivery at point -of -use and reducing total cost as it pertains to indirect materials management. To accomplish these goals, Shamrock proposes to provide `micro logistics' services for the City of Santa Ana on an on -going basis, including vendor -managed inventory for Central Stores and departmental -specific satellite inventory locations, as applicable, comprising approximately 650+ consumable SKU's. Due to storage space considerations, it is anticipated that reduced Central Stores inventories will be maintained on -site with backstock maintained off -site at Shamrock's main Distribution Center (Anaheim, CA) for inventory replenishment. Inventory replenishment services will be provided on -site at a minimum of 1X/week (or as requested by the City of Santa Ana) by program- and account -specific Shamrock personnel, utilizing electronic material tagging (i.e., bar coding) and data capture technologies to facilitate client -defined material usage reporting and inventory management. (It is anticipated that additional inventory management time on -site will be required in the early weeks of program implementation to complete configuration/set-up of inventory locations, including significantly those associated with implementation of the OptiCribTM frictionless storeroom management pilot and to minimize any material flow impacts.) Inventory accessibility at point -of -use through Shamrock-managed/replenished inventory stores is anticipated to fulfill primary program goals as described above. Material requisition of emergent and/or unplanned materials (including additional quantities of point -of -use materials) can be made to Shamrock via telephone/FAX and/or preferably through a customized on-line web -based product catalogue/MR process with worksite-/requisitioner-specific delivery, as required. Further process enhancement is anticipated due to reduced requirements for supply chain activities for the City of Santa Ana personnel in the areas of procurement, receiving/put-away, accounting, IS, etc. Program Advantages 25D-18 SHAMROCK SUPPLY COMPANY, INC. City of Santa Ana RFP No.:20-019 VMI ProgramNatue-Added Service Proposal March18.2020 Paoe2 • Enhanced supply chain management • Single source of supply (i.e., supplier consolidation) • Enhanced flexibility of production scheduling/operator productivity • Elimination of inventory stock-outs/Reduced inventory lead-times • Reduced inventory carrying costs (i.e., 'smart' inventory) • Reduced accounting requirement/Consolidated invoicing • Instant point -of -use material availability/Automatic replenishment • Increased budget control/Material usage tracking • Receiving/Put-away requirement reduced/eliminated • Reduced procurement activity Contract Goals • Provide quality products/supply chain management services that promote workforce productivity and safety • Deliver products in a timely manner to ensure up-time/continuity of operations • Integrate operations with Arrowhead's to ensure ease of business and to be recognized as a value-added resource • Streamline operations to fulfill TCO reduction • Secure a long-term/mutually profitable partnership Inventory Replenishment ModellProcess Flow Responding to the continued evolution of inventory management models, Shamrock has tailored its vendor -managed inventory processes to meet the requirements of 'demand-pull' or similarly 'just -in -time' operations. We have systems in place to manage inventories, release them when signaled, and then replenish them according to customer -specific planning and/or actual usage. For this program, we propose a Central Stores Storeroom model, incorporating supplier - consigned inventory for Central Stores. In this model, the City of Santa Ana and Shamrock will identify desired inventory stocking levels, based upon historical usage, for Central Stores. Shamrock will consign and manage Central Stores inventories for point -of -use distribution to the City of Santa Ana requisitioners (i.e., point of purchase/title transfer) from Central Stores, supported by additional dedicated inventories at Shamrock's main DC for replenishment, as determined. This model provides active management of on -site Central Stores inventories, ensuring inventory availability at point -of -use and for non -planned usage, etc., while also addressing reduced storage space considerations. Inventories will be managed through visual inspection with necessary replenishment processed electronically. 25D-19 SHAMROCK SUPPLY COMPANY, INC. City of Santa Ana RFP No.:20-019 VMIProgram/Value-AddedService Proposal March 18.2020 Total Cost of Ownership (TCO) Reduction/Reporting Shamrock will make available to the City of Santa Ana standard reports containing purchasing and inventory information associated with this program. Furthermore, customized material usage reporting by department will be provided, and Shamrock IT personnel will develop report specifications in conjunction with the City of Santa Ana department managers. Additionally, in our effort to strive for continuous improvement, Shamrock will provide documented TCO reduction reporting. Presentation of TCO documentation will be presented periodically, during performance review meetings, between Shamrock and the City of Santa Ana. Continuous Improvement Opportunities ® Tri-Lateral Agreements with Manufacturers ® Product Standardization ® New Product Education and Training ® Safety Programs/Training ® On -going Process Review/Enhancement Support As your business partner, Shamrock is committed to delivering innovative, value-added supply chain solutions designed to improve your processes and to assist you with cost management. To that end, Shamrock will provide experienced technical support and product training to help eliminate production down time and continuously work to refine the program's effectiveness. Plus, with an experienced sourcing department, we are in a position to respond to any unique requirements or unforeseen production needs. Pricing In light of our commitments to TCO reduction and cost containment, Shamrock makes every effort to ensure that material pricing (i.e., 'first cost') is market -competitive and that special pricing arrangements and contract terms are optimized. Through management of inventory levels on repetitive products/bulk purchasing, product standardization, tri-lateral agreements with manufacturers, etc., Shamrock strives to maintain static material costs, where possible. For this program, a fixed SKU price will apply to all contract material. Material pricing will be reviewed semi-annually (January/July) to reflect manufacturer price increase/decrease and/or market volatility, and documentation of supplier pricing increases, where applicable, will be provided to substantiate requested price increases. Material pricing increases resulting from force majeure (e.g., acts of God, natural disaster, war, political unrest, etc.) in excess of 5.00% 25D-20 SHAMROCK SUPPLY COMPANY, INC. City of Santa Ana RFP No.:20-019 VMI Program/Value-Added Service Proposal March 18,2020 will be submitted immediately upon notification. Amended pricing will become effective for all new purchases fifteen (15) days following submittal of price amendment(s). 25D-21 APPENDIX ATTACHMENT 3 — AFFIDAVIT (Title 23 United States Code Section i112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, part pership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER'has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of L47� Subscribed and swom to (or affirmed) before me on this day of J�1 , 20� by proved to me on the basis of satisfactory evidence to be the person) who appeared before me. ANDREW S. CHOI COMM.=10439 9 NOTARY PUBUC a CAUFORMA g ORANGE COU0.NTY Comm. irea qu N.2021 Notary Public Signature Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE 17ONSIDERED NONRESPONSIVE. City of Santa Ana RFP 20-0191 Attachment 3 25D-22 APPENDIX ATTACHMENT 4 — NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 3- No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer ot! employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employe 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. If any funds other than federal appropriated funds have been (Paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,600 and that all such sub recipients shall certify and disclose accordingly. Firm Shamrock Supply Signed and Printed Name: Title Sales Manager Date 03/17/2020 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. of Santa Ana RFP Attachment 4 25D-23 APPENDIX ATTACHMENT 5 —NON-DISCRIMINATION CERTIFICATION 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 f?r employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to !insure 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 Maces, available to employees and applicants for employment, notices to be provided setting forth the provisions of thi, nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees laced 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 workerswith 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 1 1246 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 th�reto, 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 o September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. City of Santa Ana RFP 20-019 Attachment 5 (Page 1 of 2) 25D-24 APPENDIX ATTACHMENT 5 — 7. The Contractor shall include the portion of the sentence immediately paragraphs (1) through (7) in every subcontract or purchase order unle the Secretary of Labor issued pursuant to Section 204 of Executive Or provisions will be binding upon each subcontract or purchase order as tl enforcing such provisions, including sanctions for noncompliance; prop becomes involved in, or is threatened with, litigation with a subcontract administering agency, the Contractor may request that the United States of the United States. CERTIFICATION eceding paragraph (1) and the provisions of exempted by rules, regulations, or orders of r 11246 of September 24, 1965, so that such administering agency may direct as means of ed, however, that in the event the Contractor or vendor as a result of such direction by the fter into such litigation to protect the interests 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: Title: g Sales Manager Firm: Shamrock Supply Date: 03/17/2020 THIS FORM MUST BE COMPLETED AND INCLUDED (WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. Tanta Ana RFP 20-019 ment 5 (Page 2 of 2) 25D-25 APPENDIX ATTACHMENT 6 — AGREEMENT S+ ATEMENT Proposer understands that the Proposer will enter into an Agreement sim`Ilar Appendix of this RFP. If a Proposer is unwilling or unable to execute an notified of selection under this RFP, the City reserves the right to select tho Proposals, whichever the City deems most appropriate. to that as shown in Attachment 2, in the greement within thirty (30) days after being next most qualified Proposer or call for new Proposer concurs to the statements in the sample agreement, with the exception of the following: Shamrock Supply takes no exceptions to the sample agreement and concyrs to the statements therein. I Firm Name Shamrock Supply Printed Name: John Signature: 0 Titl Ie: Sales Manager late: 03/17/2020 THIS FORM MUST BE COMPLETED AND INCLUDED WIT H THE PROPOSAL PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE (JONSIDERED NONRESPONSIVE. Santa Ana RFP Attachment 6 25D-26 APPENDIX ATTACHMENT 7—RE. List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. IThe City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference Customer Name: SOUTHERN CALIFORNIA EDISON Address: 501 S. Marengo Avenue Alhambra, CA 91802 Contract Amount: $25M/Annum (Total Contract) Description of supplies, equipment, or services provided: Vendor -managed Inventot ram for Tools, Hardware and Ec Reference Customer Name: THE STUDIOS AT PARAMOUNT Address: 5555 Melrose Avenue Los Angeles, CA 90038 Contract Amount: $3.5M/Annum Description of supplies, equipment, or services provided: VMI Program w/Consignment Inventory and On -Site Product Sourcin Reference Customer Name: NATIONAL OILWELL VARCO Address: 743 N. Eckhoft Street Orange, CA 92868 Contract Amount: $250K/Annum Description of supplies, equipment, or services provided: VMI Contact Individual: Aaron Moreno. Senior Phone Number: E Facsimile Number: Year: 2000-2020 lent for Construction anc Business Unit Contact Individual: At Valdez, Director, Studio Operations Phone Number: 321956-1676 Facsimile Number: Year: 2015-2020 Personnel) for Studio Supply Center, supporting Facilities Maintenance Contact Individual: Melisssa Prenger, Supplier Account Manager Phone Number: 71456-1477 i Facsimile Number: Year: 2009-2020 and Automated Product Vending Machines for Production -related Materials and Safety/PPE THIS FORM MUST BE COMPLETED AND INCLUDED ITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE C NSIDERED NONRESPONSIVE. Tanta Ana RFP 20-019 Attachment 7 25D-27 T O � C N r� C 9 N h aU+ � � N b 00 y V c y C L T � Q w O C N O cn W O 7 CO G U C ,0 u R ^y C4 Fri c to ccnn oc z o. E y Ocd O E o L H (e E Q ¢ a y ai r. o ° 8 °n o G m a.1 O 0 T G C p i e (� C � ctl O C �O N O U Utl U = O 0. r 0 0. 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M O W W dQ z i �W{- oc LL U O U Q O W 0 QrQ Q y= Fr O Q z o m 0 0 N dd ON m d m 2 U 5 W U >i U N Vxf Y Q 2 0 Wu ZMM n V cT V a ID V V V u01 t~A VNf Vmf L�l/ V�1 m c CD U co Q 25D-30 W W ®XW 0 0 0 O N m O LO O O O O�O qJ Lu O —mf0 nj 0 Np NO O �C-i N D m fro Ow IL C9 N fO r, N NM M W O 69 64 di ( fy0 i1 ffi 0 GJ I 6 W N N M LO f7 a O CDIDm r [M O fD Nl r W N a)M N �j M M O m Cl) Z N CD 609 � 69 vi � Q O O M O M O O M LA N Ln N O LA ul N ul N Ln N Ln N N I� Ln N zcr N O N m m N Q W W W W W W W W W W W W W W W W W O 7 K ( �I cn M M N o O W Y O Z n n O Y � Y LL j Q m UU Ln u MEO m U)i LL== J N co \ N en lD a ry O (n J p�p W M W N co N Z t�/f �AY1 r1lW N u01 00 M � C vY'1 00 W N n 00 OH N N W O O W LOO W OW J lD d aW-I 6 C Vrj aC W- >> W J m J co O d N 0 M H J J Q O I� 'i N C W Q 01 eel fa O O LQif h- J W W W J r to OC V1 Lo i U Z O > O C Q O 0 J w Y w, J an x m Q U Q w w H Z N J l7 J O d O Co O m_ N H U O O Z Q rl W W W Y Z m J J a l7 Y O 0 J O a> u J a?? �JY{ 3 o O J O- U ii Aw c071c7 O Y p " µ L 3 w \ < cO N Cn f7 h LL w U- _ l0 O 0 d C O f�Y1 Z u O C W O d\ J Q Y w 7 O O O Ol ,0 Q � Z Q O F- LL ` m J W J Q CO O Or Z J LL H LA w W \ 0 Qc d' W Q �� w a W U W U d J U V- N O LOf1 C O W U T O Q Q Q Q cn fI1 W IQ/f d 1� N Lo M co O>- H W CY)M Y F Z Q O O W U M ti 0 0;, O D H W U W Z }} W W G W O c H 00 W J W J W I J f' W J ]G a 1..7 K d W Q O Cb L G. W p, W CL CL W 6 0 W Z 7 m W Q N 0 Q O Ct d ° W m m LL LYf�J G <�W 5 5 ga y a� > �m Lo oo on, OW Nw mLo a r 0oLo mLo O � L vn vL w Lo Lo .m w r r r O O 6 N aw LL � C N Q U t m co U) Q O 25D-31 c oo L 0 o Zu Ln o Lo) Ln r� Loi N04 w a N �p � �. r Ln vi o ,ri ui .17 W 0) 6s H M ui (00 �+ NLo Ln W U M 9L m r r N o m m r r �_ ti M Ln 0a1 r co N V co (V IA VD f9 f9 W Q OZ O 0 0 N O O O O', 00 O Ln Ln Ln Q W W W W W U U J O m yQj Z O m N U FE N m m n co N .-+ �� LL Ln an Kr Ln N n O O Ln al to O7 O a-1 O a-1 O .-L O ci m N W- Z .-1 pi N m O O O O M ~ o 0 m 0 v O a O! v 0 x x x x a x C! O U il uJ. a p w zmmm m vwi u w Lpn d o T 0 ]C J 00 i~/1 1 H Y O p' Ln Z Y O LL p W Q 'oV" mi ® F C3 O X J \ H Q O w n m J O � w F WZ O O ui m - U p p w 0}}0 2 O Zrrr'I - w 3 a m p> ui w ® 00 N J O 00 * .ti cc Q Z =817 U 1- Z 5p Y m laLn J UOOQ ZZ m vai UO Ln vi w Ln �LQ arw_ LL J_ w LLLL =, N co Z J O �U 00y a zw 0oaam Z OF- aHw w 173 H W G F J w W Y W J W J m t0 LL; M Z Z ... J J W U Z Z m m CC U CC Z Q U Q Z a p N X Z LL O W LL W W W O �- O 6 W 5 L W Q 0 W \ O lD J Q V U K 0 C U N CC U Co U lI..II .-I U U Ln n co cn m n n n n N cc ONO filW m 0 0 N co LLLL � C c E U �m N Q 25D-32 APPENDIX ATTACHMENT 8 — PRICING C. Financial Incentives. List any financial incentives (rebates, etc.) D. Escalation Clause: Pricing increases, if any, shall not exceed the annual Consumer Price Index (CPI). Any anticipated increases must be submitted ninety (90) days prior to the annual renewal date with supporting documentation and will require prior approval by the City. PROPOSER Shamrock Supply Company SIGNATURE: NAME: TITLE: CEO%tesc(en� DATE: 03 f M By my signature above, I, Micl;'� Ui CawwC (Name), (Title), of Sic mtb �� o(� (Business Name), hereby certify under penalty of perjury under the laws of the State of California, that I am officer or employee of the organization with authority to obligate the organization. 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 20-019 Attachment 8 25D-33 APPENDIX ATTACHMENT 9 — ADDITIONAL QUALIFICATIONS Proposer's Additional Statement of Qualifications The City will evaluate Attachment 9 — "Additional Qualifications Worksheet" for Proposer's provision of any of the following three (3) value -add service categories. Proposer may select one or more categories for which Proposer can perform. Proposer must complete Attachment 9 — "Additional Qualifications Worksheet" for consideration. Catgory 1: End -User Functionality (circle Yes or No) ® NO Can Proposer provide online ordering capabilities through a dedicated portal, displaying contract pricing? Catgory 2: Vending Machine Solution or Other Solutions (circle Yes or N') YES NO Can Proposer provide an electronic supply vending machin solution? ES NO Does electronic supply vending machine solution have the functionality multiple users? to track NO Can you provide other similar solutions? Catgory 3: Inventory Controls (circle Yes or No) YES NO Can Proposer provide scheduled on -site visits to inventory expendable hardware and supplies? The frequency of each visit shall b� month or as otherwise requested by the Authority. facilities no less than once a YES N Is there Additional Cost for Category 1? If so, what is the co t? Yes No Is there Additional Cost for Category 2? If so, what is the co t? YES NO Is there Additional Cost for Category 3? If so, what is the cos ? PROPOSER SIGNATURE: NAME: John Cassidy TITLE: Sales Manager DATE: 03/17/2020 THIS FORM MUST BE COMPLETED AND INCLUDEDiWITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE dONSIDERED NONRESPONSIVE. Tanta Ana RFP Attachment 9 25D-34 r F n� a) cr,f6 to F O N N O Q M Lo 00 n vCD n z s v o a In 9i w 0 25D-35 m O co N O) S u Q m E m a m J w co M M APPENDIX ATTACHMENT 8 — PRICING R. Percentage -Off List Price Per Category. Provide the percentage -off list price for the categories listed below as applicable. Include a link to current list pricing or attach documents. Proposers who are unable to provide at least 75% of the categories listed below mIay be disqualified at the discretion of the City. Category % Discount Abrasives 47 Adhesives, Sealants and Tape Cleaning 15 Electrical 2' Fasteners 57 Fleet and Vehicle Maintenance 43 Hand Tools 43, Hardware 3 HVAC and Refrigeration 7 Lighting 3 Lubrication 1l1 Machining 57' Material Handling 30I Outdoor Equipment 5 Paint, Equipment and Supplies 141 Plumbing 10 Pneumatics 21' Power Tools 35 Power Transmission 211 Pumps 1Q Raw Materials 51 Safety 5 Security 5, Test Instruments 51 City of Santa Ana RFP 20-019 j Attachment 8 25D-36 ADDENDUM -� VShamrock Companies SHAMROCK�U SPPLY CO. HAROwARE •TOOLS SAFETY SHAMROCK+�SUPPLY CO. DE MEKICO TERRETERIA HERMMIENTAS SEOURIDAD ::.The SGLE®POINT IN VENDOR -MANAGED INVENTORY (VMI) PROGRAM CITY OF SANTA ANA CENTRAL STORES Program Overview/Scope of Services The purpose of the VMI program is to establish a mutually -beneficial framework for management of facilities maintenance -related consumable materials and enhancement of inventory management and requisition for the City of Santa Ana Central Stores, enabling sourcing partners to focus upon their respective core competencies and to successfully leverage the power of their joint operations to increase operational efficiency by optimizing consumable material delivery at point -of -use and reducing total cost as it pertains to indirect materials management. To accomplish these goals, Shamrock proposes to provide 'micro logistics' services for the City of Santa Ana on an on -going basis, including vendor -managed inventory for Central Stores and departmental -specific satellite inventory locations, as applicable, comprising approximately 650+ consumable SKU's. Due to storage space considerations, it is anticipated that reduced Central Stores inventories will be maintained on -site with backstock maintained off -site at Shamrock's main Distribution Center (Anaheim, CA) for inventory replenishment. Inventory replenishment services will be provided on -site at a minimum of 1X/week (or as requested by the City of Santa Ana) by program- and account -specific Shamrock personnel, utilizing electronic material tagging (i.e., bar coding) and data capture technologies to facilitate client -defined material usage reporting and inventory management. (It is anticipated that additional inventory management time on -site will be required in the early weeks of program implementation to complete configuration/set-up of inventory locations, including significantly those associated with implementation of the OptiCribTM frictionless storeroom management pilot and to minimize any material flow impacts.) Inventory accessibility at point -of -use through Shamrock-managed/replenished inventory stores is anticipated to fulfill primary program goals as described above. Material requisition of emergent and/or unplanned materials (including additional quantities of point -of -use materials) can be made to Shamrock via telephone/FAX and/or preferably through a customized on-line web -based product catalogue/MR process with worksite-/requisitioner-specific delivery, as required. Further process enhancement is anticipated due to reduced requirements for supply chain activities for the City of Santa Ana personnel in the areas of procurement, receiving/put-away, accounting, IS, etc. Program Advantages 25D-37 SHAMROCK SUPPLY COMPANY, INC. City of Santa Ana RFP No.: 20-019 VMI Program/Value-Added Service Proposal March 18, 2020 Page 2 • Enhanced supply chain management • Single source of supply (i.e., supplier consolidation) • Enhanced flexibility of production scheduling/operator productivity • Elimination of inventory stock-outs/Reduced inventory lead-times • Reduced inventory carrying costs (i.e., 'smart' inventory) • Reduced accounting requirement/Consolidated invoicing • Instant point -of -use material availability/Automatic replenishment • Increased budget control/Material usage tracking • Receiving/Put-away requirement reduced/eliminated • Reduced procurement activity Contract Goals • Provide quality products/supply chain management services that promote workforce productivity and safety • Deliver products in a timely manner to ensure up-time/continuity of operations • Integrate operations with Arrowhead's to ensure ease of business and to be recognized as a value-added resource Streamline operations to fulfill TCO reduction • Secure a long-term/mutually profitable partnership Inventory Replenishment Model/Process Flow Responding to the continued evolution of inventory management models, Shamrock has tailored its vendor -managed inventory processes to meet the requirements of 'demand-pull' or similarly 'just -in -time' operations. We have systems in place to manage inventories, release them when signaled, and then replenish them according to customer -specific planning and/or actual usage. For this program, we propose a Central Stores Storeroom model, incorporating supplier - consigned inventory for Central Stores. In this model, the City of Santa Ana and Shamrock will identify desired inventory stocking levels, based upon historical usage, for Central Stores. Shamrock will consign and manage Central Stores inventories for point -of -use distribution to the City of Santa Ana requisitioners (i.e., point of purchase/title transfer) from Central Stores, supported by additional dedicated inventories at Shamrock's main DC for replenishment, as determined. This model provides active management of on -site Central Stores inventories, ensuring inventory availability at point -of -use and for non -planned usage, etc., while also addressing reduced storage space considerations. Inventories will be managed through visual inspection with necessary replenishment processed electronically. 25D-38 SHAMROCK SUPPLY COMPANY, INC. City of Santa Ana RFP No.: 20-019 VMI Program/Value-Added Service Proposal March 18, 2020 Page 3 Total Cost of Ownership (TCO) Reduction/Reporting Shamrock will make available to the City of Santa Ana standard reports containing purchasing and inventory information associated with this program. Furthermore, customized material usage reporting by department will be provided, and Shamrock IT personnel will develop report specifications in conjunction with the City of Santa Ana department managers. Additionally, in our effort to strive for continuous improvement, Shamrock will provide documented TCO reduction reporting. Presentation of TCO documentation will be presented periodically, during performance review meetings, between Shamrock and the City of Santa Ana. Continuous Improvement Opportunities • Tri-Lateral Agreements with Manufacturers • Product Standardization • New Product Education and Training • Safety Programs/Training On -going Process Review/Enhancement Support As your business partner, Shamrock is committed to delivering innovative, value-added supply chain solutions designed to improve your processes and to assist you with cost management. To that end, Shamrock will provide experienced technical support and product training to help eliminate production down time and continuously work to refine the program's effectiveness. Plus, with an experienced sourcing department, we are in a position to respond to any unique requirements or unforeseen production needs. Pricing In light of our commitments to TCO reduction and cost containment, Shamrock makes every effort to ensure that material pricing (i.e., 'first cost') is market -competitive and that special pricing arrangements and contract terms are optimized. Through management of inventory levels on repetitive products/bulk purchasing, product standardization, tri-lateral agreements with manufacturers, etc., Shamrock strives to maintain static material costs, where possible. For this program, a fixed SKU price will apply to all contract material. Material pricing will be reviewed semi-annually (January/July) to reflect manufacturer price increase/decrease and/or market volatility, and documentation of supplier pricing increases, where applicable, will be provided to substantiate requested price increases. Material pricing increases resulting from force majeure (e.g., acts of God, natural disaster, war, political unrest, etc.) in excess of 5.00% 25D-39 SHAMROCK SUPPLY COMPANY, INC. City of Santa Ana RFP No.: 20-019 VMI Program/Value-Added Service Proposal March 18, 2020 Page 4 will be submitted immediately upon notification. Amended pricing will become effective for all new purchases fifteen (15) days following submittal of price amendment(s). Freight Material delivery is normally quoted FOB the City of Santa Ana in conjunction with the consignment inventory program, however in some instances (e.g., special orders, bulk items, etc.) freight charges may apply: FOB manufacturer's location. In this case, material pricing would be based on actual method of shipment. When rush shipments are required for reasons not caused by Shamrock, a rush order delivery charge of $55.00 will apply. Whenever possible, all materials will be delivered within the time frame designated by the City of Santa Ana's requisitioner. If any materials cannot be delivered within the requested time frame, Shamrock will promptly communicate the earliest possible delivery date to the City of Santa Ana. Invoicing and Payment Terms Invoicing for materials procured through the VMI Program will be consolidated and delivered on a semi-monthly basis (i.e., 2X/month) to the billing location directed by the City of Santa Ana. Invoices will specify the materials purchased by the City of Santa Ana during the respective billing cycle and shall reflect any credits for product returns or other adjustments. Payment of such invoices shall be made by the City of Santa Ana no later than thirty (30) days from the date of invoice. 25D-40 SHAMROCK SUPPLY COMPANY, INC. City of Santa Ana RFP No.: 20-019 VMI Program/Value-Added Service Proposal March 18, 2020 Page 5 The City of Santa Ana General Stores Tiered Pricing Model (Proposed) Contract Materials For designated contract materials (e.g., actively -managed by SSC at COSA General Stores), a fixed unit price by item model is proposed, based upon application of a fixed margin applied to the manufacturer's/supplier's material cost to establish the fixed unit price. Based upon COSA's annual purchase volume of a contract SKU, a two-tier margin is proposed with different margin applied to SKU's reflecting an annual purchase volume less than or greater than $10,000, for example. Contract material pricing to be reviewed/updated semi-annually (January/July) with a 12-month look -back. This model provides the following advantages to COSA: material pricing stability, market - favorable pricing for COSA volume -intensive materials, diminished requirement for material pricing management/competitive analysis, etc. Similarly, for non-contract/special order materials, a fixed margin model is available, based upon COSA purchase order line value, given lack of annual demand data for one-off, project - related materials. This model provides the following advantages to COSA: enhanced job cost estimating, market -favorable pricing, automated PO pricing management, etc Contract Duration Shamrock Supply would like to extend the original proposed duration of the contract of 3 Years with 2 additional renewal periods to a 5 Year contract with 2 additional renewal periods. 25D-41 SHAMROCK SUPPLY COMPANY, INC. City of Santa Ana RFP No.: 20-019 VMI Program/Value-Added Service Proposal March 18, 2020 Page 6 The City of Santa Ana GeneradStores Extranet Portaa The Shamrock Supply Extranet is a publicly accessed Internet site that allows customers to view privileged information once logged in using a Username and Password. The Extranet is an extension of the public website found at http://www.shamrocksupply.com as it uses the same resources (server, database, etc) and extends the information normally available to the public with information that is tailored to the logged -in user (i.e. information specific to the user's company). One of the benefits of working with the Extranet is the ability to access items that are identified as part of a material agreement, or contract, with Shamrock Supply. Yet the site also allows users to search the entire product catalog, which consists of approximately 2 million items, without the need to logout or make any special adjustments. 25D-42 EXHIBIT B 25D-43 REQUEST FOR PROPOSALS (RFP) NO. 20-019 FOR MAINTENANCE REPAIR AND OPERATIONS (MRO) SUPPLIES ON CONSIGNMENT BASIS CITY OF SANTA ANA Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Gabriela P. Lomeli Project Manager Phone: (714)565-2692 (Office) Email: glomeli(a),santa-ana.org Release: KEY RFP DATES (Subject to change at discretion of City): Issue Date: Pre -Proposal Meeting (optional): Deadline for Requests for Information: Proposal Due Date: Projected Award Date: Nabil Saba, PE Interim Executive Director Public Works Agency Monday, February 24, 2020 Tuesday, March 3, 2020 at 9:00 a.m. Friday, March 6, 2020 at 5:00 p.m. Wednesday, March 18, 2020 at 2:00 p.m. Tuesday, May 19, 2020 25D-44 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to provide Maintenance, Repair and Operations Supplies on a Consignment Basis. Responses to this Request for Proposals (RFP) will be accepted until Wednesday, March 18, 2020. Proposals received after this date/time will not be considered. Responses to this Request for Proposals (RFP) must be submitted electronically to the PlanetBids system no later than Wednesday, March 18, 2020 at 2:00 p.m. Proposals received after this date/time will not be considered. Additionally, it is a requirement that four hard copy proposals also be sent by courier service, mailed, or hand delivered in an enclosed sealed envelope and marked clearly with the following: "SEALED PROPOSAL FOR MAINTENANCE REPAIR AND OPERATIONS (MRO) SUPPLIES ON CONSIGNMENT BASIS RFP NO.20-019 IN THE CITY OF SANTA ANA DO NOT OPEN WITH REGULAR MAIL" City of Santa Ana Attn: Gabriela P. Lomeli Public Works Agency; M-22 20 Civic Center Plaza, Ross Annex Santa Ana, CA 92701 It is the responsibility of the proposer to ensure that any proposals submitted have sufficient time to be received by the City of Santa Ana prior to this proposal due date and time. For further instructions regarding hard copy submission proposals, refer to PlanetBids. All notifications, updates and addenda will be posted online on PlanetBids at https://www.planetbids.com/portal/portal.cfm?CompanyID=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. 25D-45 TABLE OF CONTENTS I. INTRODUCTION / PROJECT DESCRIPTION IL PROPOSAL TERMS AND CONDITIONS M. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES B. PROPOSER RESPONSIBILITIES C. REQUEST FOR INFORMATION OR CLARIFICATION D. ADDENDA E. LICENSES & PERMITS F. INSURANCE G. INFORMATION PACKET H. PRE -PROPOSAL MEETING I. CITY RIGHT TO REJECT J. BID PROTESTS IV. SUBMITTAL REQUIREMENTS A. GENERAL B. PROPOSAL CONTENTS 1. STATEMENT OF QUALIFICATIONS 2. SCOPE OF SERVICES AND SCHEDULE 3. FEE PROPOSAL 4. CERTIFICATIONS V. PROPOSAL REVIEW (CONSULTANT SELECTION A. EVALUATION AND RATING B. SELECTION VI. CONTRACT AWARD A. REQUEST FOR COUNCIL ACTION B. EXECUTION OF AGREEMENT VIL IMPLEMENTATION A. KICK-OFF MEETING B. NOTICE TO PROCEED VIIL PUBLIC RECORDS IX. EXPARTE COMMUNICATIONS X. CONFLICT OF INTEREST APPENDIX ATTACHMENT I: ATTACHMENT 2: ATTACHMENT3: ATTACHMENT 4: ATTACHMENT5: ATTACHMENT 6: ATTACHMENT 7: ATTACHMENT 8: ATTACHMENT 9: ATTACHMENT 10: SCOPE OF WORK SAMPLE AGREEMENT NON -COLLUSION AFFIDAVIT NON -LOBBYING CERTIFICATION NON-DISCRIMINATION CERTIFICATION AGREEMENT STATEMENT REFERENCES PRICING ADDITIONAL QUESTIONS PROPOSER'S STATEMENT 2 3 5 7 9 9 9 10 10 11 City of E24Qa fig 20-019 `� e Tw I. INTRODUCTION / PROJECT DESCRIPTION Nature of Work: The City of Santa Ana ("City") seeks proposals to obtain the services of a qualified firm to provide maintenance, repair and operations supplies on a consignment basis. Electronic Proposal Submittal and Signature: Four [4] hard copies are required to accompany an electronic submittal of the complete proposal package on PlanetBids. One of the hard copies shall be marked as "ORIGINAL" and shall be signed by a company official with the power to bind the company and submitted to the City of Santa Ana Please be explicit in identifying the appropriate person with legal authority to bind the company. The Statement of Qualifications shall be limited to a maximum of twenty (20) double -sided pages (excluding front and back covers; section dividers; and attachments such as resumes, forms). Font size shall be minimum 11-point Arial. Proposal exhibits shall be maximum 11" x 17". Proposal Evaluation and Rating: The criteria for evaluating the proposals submitted will take the following items into consideration: 1. Responsiveness to the RFP 2. Qualifications and Experience 3. Pricing TOTAL: MAXIMUM EVALUATION POINTS 30 30 40 100 The City has established a proposal review committee to evaluate proposers based on the response to the RFP, which includes adherence to outlined instructions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers. Project Funding: In the event sufficient budgeted funds are not available for a new fiscal period, the City shall retain the right to notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period and terminate the contract on the last day of the current fiscal period without penalty or expense to the City. City of Santa Ana RFP 20-019 29 LDF247 Pre -proposal Meeting (Mandatory) A pre -proposal meeting is not scheduled. All questions related to this RFP are to be submitted via Planetbids by Thursday, February 6, 2020 at 5:00 p.m. IL PROPOSAL TERMS AND CONDITIONS By submitting a Proposal, the Proposer acknowledges that it has thoroughly examined and accepts the Terms and Conditions of this RFP as described below: A. EXAMINATION Proposer represent that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City's objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in the relation to this RFP are fully incorporated. B. EXECUTION OF AGREEMENT The City and the selected Proposer will enter into an Agreement similar to that as shown in Attachment 2, in the Appendix of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to select the next most qualified Proposer or call for new Proposals, whichever the City deems most appropriate. C. PROPOSAL VALIDITY Services, pricing and warranties indicated in a respondent's Proposal must be valid for a period of 120 days after the submission of the Proposal. D. PRE -CONTRACTUAL EXPENSES Santa Ana shall not, in any event, be liable for any pre -contractual expenses incurred by Proposers in the preparation of its proposal. E. JOINT OFFERS/SUBCONSULTANTS Where two or more Proposers desire to submit a single Proposal in response to this RFP, they should do so on a prime- subconsultant basis. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture. Should the use of subconsultants be offered, the Proposer shall provide the same assurances of competence for the subconsultant plus the demonstrated ability to manage and supervise the subcontracted work. Subconsultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all subconsultants in the same manner as the Proposer. F. DRUG -FREE WORKPLACE City of Santa Ana RFP 20-019 29 LDF348 The awarded Contractor certifies compliance with Government Code Section 8355 in matters relating to providing a drug -free workplace. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the contract or both, and the Contractor may be ineligible for award of any future City contracts G. AMERICANS WITH DISABILITIES ACT The awarded Contractor hereby certifies that it will comply, as applicable, with the Americans with Disabilities Act of 1990 ("ADA"), 42 USC §§ 12101 et seq., and its implementing regulations, including Subtitle A, Title II of the ADA. Contractor will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any contract entered into by the awarded Contractor (or any subcontract thereof), relating to this RFP, shall be subject to the provisions of this paragraph. H. INDEPENDENT CONTRACTOR Contractor is considered an independent Contractor and neither Contractor, its employees, nor anyone working under Contractor will be considered an agent or an employee of City. Neither Contractor, its employees, nor anyone working under Contractor, will qualify for workers' compensation or other fringe benefits of any kind through City. L LITIGATION STATUS Each Proposer must include in its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to comply with the terms of this provision will disqualify any proposal. The City reserves the right to reject any proposal based upon the Proposer's prior history with the City or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures. J. NEGOTIATIONS The City reserves the right to negotiate final contract terms with any Proposer selected. The contract between the parties will consist of the RFP together with any modifications thereto, and the awarded Contractor's proposal, together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed contract, the RFP, any modifications and clarifications to the awarded Contractor's proposal, and the awarded Contractor's proposal. Specific exceptions to this general rule may be noted in the final executed contract. Negotiations shall be confidential and not subject to disclosure to competing Contractors unless and until an agreement is reached. If contract negotiations cannot be concluded City of Santa Ana RFP 20-019 2900449 successfully, the City reserves the right to negotiate a contract with another Contractor or withdraw the REP. III. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES The City will provide information in its possession relevant to preparation of required information in REP. The City will provide only the staff assistance and documentation specifically referred to herein. B. PROPOSER RESPONSIBILITIES Point of Contact: The selected proposer will assume responsibilities for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited financial statement, evidencing proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications to the City shall be made only in writing to the Q&A section located in PlanetBids by the deadline provided. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this REP. D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on PlanetBids at httos://www.olanetbids.com/portal/oortal.cfm?Comr)anvlD=20137 as set forth in the Notice Inviting Proposals. Addenda shall become part of the agreement documents. E. LICENSES & PERMITS The selected proposer shall be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City projects manager or designee prior to commencing any work in Santa Ana. Additionally, Contractor shall obtain at its sole cost and expense all licenses, permits, and approvals that may be required by law for the performance of the services required by this REP. Contractor shall have the sole obligation to pay any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Contractor's performance of the services required by this RFP and the resulting agreement. F. INSURANCE City of Santa Ana RFP 20-019 290550 The Selected Proposer shall provide the required evidence of insurance coverage as set forth in the Scope of Work within ten (10) business days after receipt of notice that the contract has been awarded. Failure to provide the required insurance certificates shall be cause for the annulment of the award and the forfeiture of the proposal guaranty. G. PAYMENT INFORMATION PACKET The selected proposer shall return a completed payment information packet within ten (10) business days after the successful proposer has received notice that the contract has been awarded. H. PRE -PROPOSAL MEETING Should a pre -proposal be scheduled, the date, time and location is identified on the cover page of this REP. The meeting will include discussion of the project scope and a question - and -answer session. It is highly recommended that the Proposer's key team members attend this meeting. Significant interpretations or clarifications will be addressed via addenda to this REP, as described above in "Section D: Addenda." L CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the REP. Subcontractors shall be the responsibility of the successful proposer and the City shall assume no liability of such subcontractors. J. BID PROTESTS Bidders may file a "protest" to an RFP with the City's Purchasing Department. hi order for a Bidder's protest to be considered valid, the protest must: 1. Be filed in writing within five (5) business days of either the RFP issued date or before 5:00 p.m. of the 5th business day following the posting of Bid Results/Notice of Intent to Award Contract on the City's website. 2. Clearly identify the specific irregularity or accusation; 3. Clearly identify the specific City staff determination or recommendation being protested; 4. Specify, in detail, the grounds of the protest and the facts supporting the protest; and 5. Include all relevant, supporting documentation with the protest at time of filing. City of Santa Ana RFP 20-019 29 LDF651 If the protest does not comply with each of these requirements, it will be rejected as invalid. If the protest is valid, the City's Purchasing Manager, or other designated City staff member, shall review the basis of the protest and all relevant information. The Purchasing Manager will provide a written decision to the protestor within ten (10) business days from receipt of protest. The decision from the Purchasing Manager, or his/her designee, is final and no further appeals will be considered. IV. SUBMITTAL REQUIREMENTS A. GENERAL 1. Proposals will be accepted electronically as specified in: REP SECTION I - INTRODUCTION / Electronic Proposal Submittal and Signature 11. Deadline: Proposals are due to the City of Santa Ana at the date, time, and location specified in the Notice Inviting Proposals. B. PROPOSAL CONTENTS The proposal format and page limitation, if any, are specified in REP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this REP. Colored displays, promotional materials, etc., are not necessary or desired. Emphasis should be concentrated on conformance to the REP instructions, responsiveness to the REP requirements, and on completeness and clarity of content. Dividers and clear organization of content and material are encouraged. A responsive proposal shall contain the following documentation: 1. STATEMENT OF QUALIFICATIONS a. Cover Letter — Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. b. Contract Agreement Statement: Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the Agreement attached herein as Attachment 2 in the Appendix. c. Companv Background: Proposal shall provide an introduction and general description of the company's background, nature of business activities, and experience in MRO supplies, consignment inventory, and product support services. City of Santa Ana RFP 20-019 29 LDF'52 d. Supplier Facilities: Describe the range of activities performed by the facilities/location(s) and provide a detailed breakdown of the capabilities and resources available. e. Supplier Organization and Staffing: This section should describe the proposer's organization and representation team. The narrative should include the name of staff, their background and qualifications, and their role in providing representation to the City. f. Account Management: Indicate the name and title of the person who will have the overall account management responsibility as specified in this REP. Provide a brief resume of the account manager's background, training, experience and length of time with the company. Specifically, discuss the individual's experience in managing a program of similar size and scope as described in this REP. g. Organization Chart: Provide an organizational chart, including functions and responsibilities of your company's recommended account management team for the City. h. References: Proposal shall include a listing of relevant projects with references for three public entities for which Proposer has performed similar work within the past five (5) years. 2. SCOPE OF SERVICES AND SCHEDULE: Proposal shall include a Scope of Services and Schedule which details the work phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the schedule / timeline to complete the project, based upon the requested Scope of Work detailed in Attachment 1 of this REP. 3. PRICING: (i) Proposers are required to provide pricing on all items on the Bid List (Exhibit 1), which is a sample. The Bid List is meant to be a representative sample of the types of items purchased by the City and includes the estimated annual usage for each item. (ii) For each product category, proposers are asked to enter a percentage discount form the Manufacture (iii)Pricing shall remain firm for the entire Agreement term. Thereafter, any proposed pricing adjustment for follow-on renewal periods shall be submitted to the Contract Manager in writing at least ninety (90) days prior to the new Agreement term. The City reserves the right to approve or deny any pricing adjustments. The City shall enforce, adjust, or cancel escalating price agreements as it sees fit. The net dollar amount of profit shall remain firm during the period of this agreement. Adjustments increasing the proposers profit shall not be allowed. City of Santa Ana RFP 20-019 29 LDF853 4. CERTIFICATIONS: The following forms shall be signed and included as part of the proposal submittal package: • Attachment 3: Non -Collusion Affidavit • Attachment 4: Non -Lobbying Certification • Attachment 5: Non -Discrimination Certification • Attachment 6: Agreement Statement • Attachment 7: References • Attachment 8: Pricing • Attachment 9: Additional Qualifications • Attachment 10: Proposer's Statement V. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING The criteria for evaluating the proposals are specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. B. SELECTION The committee may interview the top ranking proposers. The City will recommend award of the contract to the proposer who will provide the best value to the City. City reserves the right to begin negotiations and enter into a contract without interview or further discussions. A. REQUEST FOR COUNCIL ACTION Following evaluation and rating by the proposal review committee, the Project Manager will recommend award of a contract to the proposer providing the best value to the City. B. EXECUTION OF AGREEMENT The Scope of Services, Schedule, and Fees submitted in the proposal will be the basis of any negotiation of final terms which will lead to a completed agreement ready for execution based on the standard Agreement attached herein as Attachment 2 in the Appendix. A. KICK-OFF MEETING A kick-off meeting will be held after award of contract. Consultant and its team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation process. B. NOTICE TO PROCEED City of Santa Ana RFP 20-019 2W954 Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all required bonds, insurance documents and contents of the Information Packet have been received and approved. VIII. PUBLIC RECORDS Bidders may file a "protest" to an RFP with the City's Purchasing Department. hi order for a Bidder's protest to be considered valid, the protest must: 1. Be filed in writing within five (5) business days of either the RFP issued date or before 5:00 p.m. of the 5th business day following the posting of Bid Results/Notice of Intent to Award Contract on the City's website. 2. Clearly identify the specific irregularity or accusation; 3. Clearly identify the specific City staff determination or recommendation being protested; 4. Specify, in detail, the grounds of the protest and the facts supporting the protest; and 5. Include all relevant, supporting documentation with the protest at time of filing. If the protest does not comply with each of these requirements, it will be rejected as invalid. If the protest is valid, the City's Purchasing Manager, or other designated City staff member, shall review the basis of the protest and all relevant information. The Purchasing Manager will provide a written decision to the protestor within ten (10) business days from receipt of protest. The decision from the Purchasing Manager, or his/her designee, is final and no further appeals will be considered. IX. EX PARTE COMMUNICA (IONS Proposers and Proposers' representatives should not communicate with the City Councilmembers about this RFP. hi addition, Proposers and Proposers' representatives should not communicate outside the procedures set forth in this RFP with an officer, employee or agent of the City, including any member of the evaluation panel, with the exception of the RFP Facilitator, regarding this RFP until after Contract Award. Proposers and their representatives are not prohibited, however, from making oral statements or presentations in public to one or more representatives of the City during a public meeting. A "Proposer" or "Proposer's representative" includes all of the Proposer's employees, officers, directors, consultants and agents, any subcontractors or suppliers listed in the Proposer's proposal, and any individual or entity who has been requested by the Proposer to contact the City on the Proposer's behalf. X. CONFLICT OF INTEREST City of Santa Ana RFP 20-019 ZSV-%5 Proposer warrants and represents that it presently has no interest and agrees that it will not acquire any interest which would present a conflict of interest under California Government Code sections 1090 et seq., or sections 87100 et seq., during the performance of services under any Agreement awarded. The Proposer further covenants that it will not knowingly employ any person having such an interest in the performance of any Agreement awarded. Violation of this provision may result in any Agreement awarded being deemed void and unenforceable. City of Santa Ana RFP 20-019 ZSV 156 APPENDIX ATTACHMENT 1— SCOPE OF WORK 1. PROJECT BACKGROUND The City currently contracts for a consignment inventory program for the City's Central Stores Division. Under this program, a selected vendor stocks the City's Central Stores warehouse with inventory that will remain property of the vendor until the inventory items are issued to end -users. The intent of a consignment inventory program for the Central Stores operation provides several benefits, including reduced inventory costs, discounted pricing, and other soft cost savings. Proposers shall provide access to their products and services in a manner that provides the best value (e.g. prompt delivery, lower pricing, high quality, environmentally preferable options, being a responsive efficient customer focused supplier). With that intent, the City is interested in evaluating the costs and benefits of supplier proposals based on the requirements as specified in this RFP. 2. GENERAL REQUIREMENTS Proposer must be able to demonstrate the capability of providing the required services as detailed in this specification by possessing adequate available resources, including personnel, facilities, product access, order processing and delivery capabilities, equipment systems, organization structure, operations controls, quality control, and other related factors. Proposers must disclose any partnership utilized to fulfill the requirements of this RFP. 3. TECHNOLOGY AND EQUIPMENT The City is interested in Proposer to provide City's Central Stores Division with innovative technology, software, equipment, scanning equipment and all the tools necessary for real-time inventory capabilities. Proposer who can provide online ordering capabilities is preferred. 4. BARCODE Barcoding is required. Proposers shall barcode products sold to the City. Bar coding shall comply with International Bar Code (IBC) standards and shall include product name, manufacturer name, part number and pack size. 5. DELIVERY SCHEDULE a. Delivery Time: Items ordered should be delivered as soon as possible, but no later than two business days from the date of each order. b. Expedited Delivery Time: Must deliver by the neat day of order placement. c. Delivery Location: City of Santa Ana Corporate Yard/Central Stores 215 S. Center Street, Building A Santa Ana, CA 92703 City of Santa Ana RFP 19-074 ItD267 APPENDIX ATTACHMENT 1— SCOPE OF WORK 6. ESTIMATED QUANTITIES ON PRICE SHET: Quantities shown in Exhibit 8-Price Sheet are estimates only and are not guaranteed. Submit unit pricing on the estimated quantity and unit of measures specified. The City may order more or less than the estimated quantity indicated on bid price sheet. 7. HOURS OF OPERATION a. The City's Central Stores is open Monday -Friday. Deliveries are to be made from 7:OOam to 4:30pm. 8. FEE PRICING Proposers shall provide monthly and fiscal year pricing, using Attachment 8. Pricing shall remain firm for the first year of the contract. Thereafter, price increases may be submitted for consideration, at the anniversary date, when submitted to the Contract Manager in writing at least ninety (90) days prior to the anniversary date. City reserves the right to approve or deny any pricing adjustments. City of Santa Ana RFP 19-074 ItD268 APPENDIX ATTACHMENT 2 — SAMPLE AGREEMENT PROFESSIONAL SERVICES AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this day of 2020 by and between (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"). 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. TERM This Agreement shall commence on 2020 for a three (3) year term with the option for the City to grant up to two one-year renewal options exercisable by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 2. SCOPE OF WORK Consultant agrees to perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated into this Agreement by reference. 3. SCHEDULE OF SERVICES Upon Notice to Proceed issued by the City, Consultant shall complete services and shall perform and deliver them to the City as described and detailed in Exhibit A. Consultant shall meet the work deliverables within the schedule and compensation approved herein. 4. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates, fees, and charges identified in Compensation - Exhibit B, attached hereto and incorporated into this Agreement by reference, in an amount not to exceed over the entire life of the Agreement, including any renewal period(s). 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or of 8 ) APPENDIX ATTACHMENT 2 — SAMPLE AGREEMENT sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer disks (CD)s, USB jump drives or equivalent, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in anyway in its use of the Documents and Data at anytime, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. PAYMENTS & INVOICES a. Consultant shall submit a monthly invoice by the fifteenth of the month to the City for the services rendered in the prior month. b. All invoices for work performed under this Agreement shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: i. Consultant's invoice number and City's agreement number ii. Beginning and ending dates for services iii. City Project and/or Task Order number and/or name (if applicable) iv. Work site address/location (if applicable) V. Tasks or deliverables completed, and percentage (%) of total services completed. vi. Remaining Overall and Task Order budget available c. It is the Consultant's responsibility to keep required Certificate of Insurance current. Payments will be delayed until current Certificate of Insurance is received and approved. City will, within 45 days of receiving such statement in a manner that meets the City's requirements, review the statement and subsequently pay the approved charges thereon. 7. 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. of 8 ) APPENDIX ATTACHMENT 2 — SAMPLE AGREEMENT 8. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and $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 insured's 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. hi accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim and $2,000,000 annual aggregate shall be maintained. 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, except for 10 days' notice for non-payment of premium. 3of8) APPENDIX ATTACHMENT 2 — SAMPLE AGREEMENT 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 Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 9. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, 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"), to any work performed or services provided under this Agreement arising out of, relating to or pertaining to the negligence, recklessness or willful misconduct of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they maybe liable for any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. LAWS AND REGULATIONS Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure to comply with such laws, rules or regulations. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not of 8 ) APPENDIX ATTACHMENT 2 — SAMPLE AGREEMENT only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement, as further specified in Certifications - Exhibit C, attached hereto and incorporated into this Agreement by reference. 13. 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. hi 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 authorized representatives of the parties. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any ply, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. hi such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City of 8 ) APPENDIX ATTACHMENT 2 — SAMPLE AGREEMENT b. all work product(s) completed as of such date, and in such case such work product(s) 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. c. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations, and as further specified in Certifications - Exhibit C, attached hereto and incorporated into this Agreement by reference. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES 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. 19. 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, CA 92702-1988 of 8 ) APPENDIX ATTACHMENT 2 — SAMPLE AGREEMENT Facsimile (714) 647-6956 With courtesy copy to: Executive Director of Public Works City of Santa Ana 20 Civic Center Plaza (M-22) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-5635 To Consultant: A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Additional provisions, if any, are identified as Additional Provisions — Exhibit D, attached hereto and incorporated into this Agreement by reference. b. 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. c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. of 8 ) ATTEST: APPENDIX ATTACHMENT 2 — SAMPLE AGREEMENT CITY OF SANTA ANA DAISY GOMEZ Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney C John Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT: Nabil Saba (Name) Interim Executive Director (Title) Public Works Agency Tax ID# of 8 ) APPENDIX ATTACHMENT 3 — NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and swom to (or affirmed) before me on this day of 120 , by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. APPENDIX ATTACHMENT 4 — NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 4- No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Signed and Printed Name: Title Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. APPENDIX ATTACHMENT 5 — NON-DISCRIMINATION CERTIFICATION 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. of 2 ) APPENDIX ATTACHMENT 5 — NON-DISCRIMINATION CERTIFICATION 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 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: Title Firm: Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. of 2 ) APPENDIX ATTACHMENT 6— AGREEMENT STATEMENT Proposer understands that the Proposer will enter into an Agreement similar to that as shown in Attachment 2, in the Appendix of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to select the next most qualified Proposer or call for new Proposals, whichever the City deems most appropriate. Proposer concurs to the statements in the sample agreement, with the exception of the following: Firm Name Printed Name: Signature: Title: Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. APPENDIX ATTACHMENT 7 — REFERENCES List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference Customer Name: Address: Contract Amount: Description of supplies, equipment, or services provided: Reference Customer T Address: Contract Amount: Description of supplies, equipment, or services provided: Reference Customer Name: Address: Contract Amount: Description of supplies, equipment, or services provided: Contact Individual: Phone Number: Facsimile Number: Year: Contact Individual: Phone Number: Facsimile Number: Year: Contact Individual: Phone Number: Facsimile Number: Year: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. 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Percentage -Off List Price Per Category. Provide the percentage -off list price for the categories listed below as applicable. Include a link to current list pricing or attach documents. Proposers who are unable to provide at least 75% of the categories listed below may be disqualified at the discretion of the City. Category % Discount Abrasives Adhesives, Sealants and Tape Cleaning Electrical Fasteners Fleet and Vehicle Maintenance Hand Tools Hardware HVAC and Refrigeration Lighting Lubrication Machining Material Handling Outdoor Equipment Paint, Equipment and Supplies Plumbing Pneumatics Power Tools Power Transmission Pumps Raw Materials Safety Security Test Instruments APPENDIX ATTACHMENT 8 — PRICING C. Financial Incentives. List any financial incentives (rebates, etc.) D. Escalation Clause: Pricing increases, if any, shall not exceed the annual Consumer Price Index (CPI). Any anticipated increases must be submitted ninety (90) days prior to the annual renewal date with supporting documentation and will require prior approval by the City. PROPOSER SIGNATURE: NAME: TITLE: DATE: By my signature above, I, ), of (Name), Name), hereby certify under penalty of perjury under the laws of the State of California, that I am officer or employee of the organization with authority to obligate the organization. THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. APPENDIX ATTACHMENT 9 — ADDITIONAL QUALIFICATIONS Proposer's Additional Statement of Qualifications The City will evaluate Attachment 9 — "Additional Qualifications Worksheef' for Proposer's provision of any of the following three (3) value -add service categories. Proposer may select one or more categories for which Proposer can perform. Proposer must complete Attachment 9 — "Additional Qualifications Worksheet" for consideration. Catgory 1: End -User Functionality (circle Yes or No) YES NO Can Proposer provide online ordering capabilities through a dedicated portal, displaying contract pricing? Catgory 2: Vending Machine Solution or Other Solutions (circle Yes or No) YES NO Can Proposer provide an electronic supply vending machine solution? YES NO Does electronic supply vending machine solution have the functionality to track multiple users? YES NO Can you provide other similar solutions? Catgory 3: Inventory Controls (circle Yes or No) TNO Can Proposer provide scheduled on -site visits to inventory expendable facilities hardware and supplies? The frequency of each visit shall be no less than once a month or as otherwise requested by the Authority. YES NO Is there Additional Cost for Category 1? If so, what is the cost? Yes No Is there Additional Cost for Category 2? If so, what is the cost? YES NO Is there Additional Cost for Category 3? If so, what is the cost? PROPOSER SIGNATURE NAME: TITLE: DATE: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. 4 � W y Q 4� CN C N z w Z �C U U � O a s U Lam. G U U ti O s. U ti p � a'1 w REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE APPROVE SECOND AGREEMENT FOR PARKING CONSULTING SERVICES WITH WALKER CONSULTANTS FOR AN AMOUNT NOT TO EXCEED $34,650 (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2i1 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 second agreement with Walker Consultants to complete the development of a parking operator Request for Proposal, functional design analysis, and on -call services as needed for one (1) year beginning July 1, 2020 through June 30, 2021 in an amount not to exceed $34,650 that includes a contingency of $3,150 subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Santa Ana's downtown Parking Facilities (Facilities) includes four (4) structures that are multi -level parking and accommodate both transient and monthly patrons; and one (1) surface lot that accommodates solely transient patrons for a total of 1,989 off-street parking spaces. On January 22, 2016 a Request for Qualifications (RFQ No. 16-011) for Parking Consultant Services was released and posted to the City's online bid management and publication system. The RFQ was seeking the services of a professional parking consultant to assist in the process of procuring a third —party parking operator for the City's public parking structures and surface lot. The proposal received from Walker Consultants (Walker) was found to have the experience, project understanding, and past references working with municipal government. Walker was awarded Agreement No. A-2016-120 to assist with three (3) primary tasks: design and release of a parking operator Request for Proposal (RFP), functional parking design review, and on -call services as needed. Walker's completion of a parking operator RFP and functional parking design review were temporarily stopped due to the modernization of the City -owned parking structures with parking and access revenue control systems (PARCS) that included automated equipment replacements. Moreover, on August 4, 2015 City Council approved Resolution 2015-038, which permitted a parking rate increase in the structures upon conclusion of modernization improvements to the parking 25E-1 Parking Operator RFP & Functional Design Review June 2, 2020 Page 2 facilities. Since modernization improvements have been completed and parking rate increases implemented, Walker consultant services is able to resume their scope of services. The current parking operator, SP Plus (SP+), is responsible for the on -site management and operations of the four (4) parking structures and one (1) surface lot and is currently on a month -to - month contract since May 2015. To ensure a level of service that will complement the Downtown Enhancements and Parking Modernization Plan and reflect industry best practices, Walker's expertise in parking consulting services will maximize parking efficiency and capacity through assisting the City in developing, releasing, and securing a parking operator RFP and functional design analysis to evaluate layout efficiency. Staff recommends a one (1) year agreement from July 1, 2020 through June 30, 2021 with Walker to facilitate the completion and release of a parking operator RFP and functional design review in order for the City to successfully optimize the terms of its parking management agreement with a qualified third -party parking services provider. The cost to complete the above -referenced tasks is $31,500, plus a contingency of $3,150, for a total not to exceed an amount of $34,650 (Exhibit 1). STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal No. 3 - Economic Development, Objective No. 4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination), and Strategy B (create comprehensive program to manage parking that includes innovative strategies to provide parking, create revenue and enhance accessibility in the downtown). FISCAL IMPACT Funds in the amount of $34,650 are available in FY 2020-21 Parking Enterprise Fund (DT Enhancements 02710133-62300 Contract Services Professional). Exhibit: 1. Agreement AG:WH 25E-2 EXHIBIT 7 AGREEMENT FOR PARKING CONSULTANT SERVICES FOR DOWNTOWN PARKING FACILITIES THIS AGREEMENT is made and entered into this 2°d day of June, 2020, by and between Walker Parking Consultants/Engineers, Inc., a Michigan corporation, dba Walker Consultants ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). City and Consultant shall hereinafter collectively be referred to as "the Parties". RECITALS A. On January 22, 2016, the City issued Request for Qualifications No. 16-011, by which it sought proposals from qualified firms for parking consulting services related to the four public parking structures and one public surface lot that serve the Downtown area. B. On March 25, 2016, Consultant submitted a responsive proposal that was selected by the City and on May 17, 2016, the City and Consultant entered into said Agreement (A-2016-120), hereinafter "original Agreement" for Parking Consultant Services for a Term of three (3) years. D. In undertaking the performance of said Agreement (hereinafter "original Agreement"), Consultant represented that it is knowledgeable in its field and that any services performed by Consultant under said original Agreement would be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. E. The Parties now wish to enter into a second Agreement for Parking Consultant Services for Downtown Parking Facilities (hereinafter "second Agreement") for a Term of one (1) year commencing July 1, 2020 and ending June 30, 2021, for an amount not to exceed $34,650 that includes a contingency of $3,150. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the Parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services (not previously completed at City's prior request) as set forth in Exhibit A of said original Agreement, page 1 (Task One —Parking Operator RFP and Procurement Assistance - sections 1.1 through 1.14, exclusive of task production/completion calendar); and page 2 (Task Two — Functional Design/Operational Review — sections 2.1 through 2.10). Said elements of Consultant's proposal of March 25, 2016 are incorporated herein by reference. In addition to performing those specified services set forth in Exhibit A, Consultant shall perform the additional services as set forth in Exhibit A-1 of this second Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under the terms of this second Agreement the rates and charges identified in Exhibit A-1. The total sum to be expended under this second Agreement shall not exceed $34,650 during the term of this second Agreement. This amount is comprised of: (1) the sum of $31,500; and, (2) an I I% contingency of up to $3,150 for additional services, including reimbursable expenses for on -call services as may be performed by Consultant at the sole direction of the City in accordance with Consultant's 2020 basic billing rate schedule. 25E-3 b. Payment by City shall be made within forty-five of days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in these Recitals, which may reasonably be expected by City. 3. TERM This second Agreement shall commence July 1, 2020, and continue through June 30, 2021, unless terminated earlier in accordance with Section 16, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this second 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 second Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this second Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this second Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this second Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this second 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 second Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the 25rz-4 following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, 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 second 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 second Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this second Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this second 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, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its, subcontractors, agents, employees, or other persons acting on their behalf which 25E-5 relates to the services described in section 1 of this second Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this second 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 second Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this second Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this second Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this second Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this second Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this second Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this second Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this second Agreement for a period of three (3) years from the date of final payment to Consultant under this second Agreement. 9. 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 second 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 second 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 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. 10. 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 second Agreement. 25F-6 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this second Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: Steven Mendoza Executive Director Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647-6549 To Consultant: Jonathan Wicks, CAPP, CPP Project Manager/Consultant Walker Consultants 606 South Olive Street, Suite 1100 Los Angeles, CA 90014 Fax 213-488-4983 City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647-6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This second Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the Parties. In the event of a conflict between the terms of this second Agreement and any prior original Agreement or attachments thereto incorporated herein by reference, the terms of this second Agreement shall prevail. This second Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The Parties agree that 25E-7 any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this second Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this second 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 second Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this second Agreement performed by City personnel or by other consultants retained by City. 14. COORDINATION OF WORK OR SERVICES a. No extra work may be undertaken unless a written "Change Order" is first given by the Contract Officer or his/her designee, to Consultant, incorporating therein any material and administration of this second Agreement for City and have authority to enter into Change Orders with Consultant pursuant to this second Agreement. It shall be Consultant's responsibility to assure that City's Contract Officer is kept informed of the progress of the performance of the consulting services set forth in this second Agreement and Consultant shall refer any decisions which must be made by City to the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this second Agreement. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. All notices regarding consulting services or requested changes in said second Agreement shall adjustment in the contract and/or the time to perform this second Agreement, which said adjustments are subject to the written approval of Consultant. b. Contract Officer City will appoint a Contract Officer who will be in charge of the contract maintenance. The City's appointed Contract Officer shall be the City Manager, or designee of the City Manager. 15. ADDITIONAL WORK OR SERVICES a. Work or Services City shall have the right at any time during the performance of the work or services set forth in this second Agreement, without invalidating said second Agreement or any amendments thereto, to elect to exercise any existing option specified in the Scope of Services for extra work or services or to order extra work or services pursuant to a duly executed Change Order or to expend previously authorized contingent funds to cover expenses for work or services agreed to by the Parties but exceeding the amounts initially specified under the Compensation provisions of this second Agreement or thereby make changes by altering, adding to or deducting from said work or services. 25F-8 b. Change Order No extra work or services as set forth in subsection (a) above may be undertaken unless a written "Change Order" is first given by the Contract Officer to the Consultant, incorporating therein in the contract and/or the time to perform this second Agreement, which said adjustments are subject to the written approval of the Consultant. 16. TERNIINATION This second Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this second Agreement. 17. NONDISCRINIINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this second Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this second 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 second Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this second 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 second Agreement. 25F-9 20. NHSCELLANEOUS 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 second 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 second Agreement. C. Whenever the terms of the Recitals of this second Agreement conflict with terms of any Exhibit incorporated herein by reference, then the terms and intent of the Recitals of this second Agreement shall prevail and be controlling. d. No default, delay or failure to perform on the part of the Parties shall be considered a breach of this second Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond the Parties control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, pandemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy or default of a common carrier or other disasters or events. e. This second Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page) 25F-10 IN WITNESS WHEREOF, the Parties hereto have executed this second Agreement the date and year first above written. F044110131A Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: 14� Ryan O, dg Assistant ity Attorney RECOMMENDED FOR APPROVAL: IMT 170 Kathryn Downs Executive Director Finance and Management Services Agency a to �ndoeal yxq xoxe 1asf aatl Steven Mendoza Executive Director Community Development Agency IN IVAM*T1a1ZVA&G1 Kristine Ridge City Manager CONSULTANT: Walker Consultants Jonathan Wicks Project Manager/Consultant Walker Consultants r �i►� ILa 25L-11 EXHIBIT A Original Agreement Proposal for Services (March 25, 2016) 25Fr12 INSURANOE ON FILL A-2016-120 WORK MAY PROCEED UNTIL INSURANCE X ES CLERK AGREEMENT FOR PARKING CONSULTANT SERVICES DATE: q-10 FOR DOWNTOWN PARKING FACILITIES THIS AGREEMENT is made and entered into this 17th day of May, 2016 by and between Walker Parking Consultants (`Contractof'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (`City"). RECITALS A. On January 22, 2016, the City issued Request for Qualifications No. 16-011, by which it sought proposals from qualified firms for parking consulting services related to the four public parking structures and one public surface lot that serve the Downtown area. B. Contractor submitted a responsive proposal that was selected by the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform those services as set forth in Exhibit A to this Agreement. Contractor's proposal is incorporated herein by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services the rates and charges identified in Exhibits A and B. The total sum to be expended under this Agreement shall not exceed $72,220 during the term of this Agreement. This amount is comprised of (1) the sum of $62,800 and (2) a 15% contingency of up to $9,420 for additional services as may be performed by Contractor at the sole direction of the City. Reimbursable expenses for on -call services shall not exceed $5,000 for each year of the initial term below. b. Payment by City shall be made within forty-five of days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date stated above and continue through May 16, 2018, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended for two (2) one-year periods upon a writing executed by the City Manager and the City Attorney. EXHIBIT 1 25�-13 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Docuunents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 combhled single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 25E-14 2 C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEAMFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for properly damage, which may arise from the negligent operations of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising fi-om this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arisinj&hl reement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presentlyhas no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 25E-16 With courtesy copies to: To Contractor: Francisco Guttierez Executive Director Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza M-27 P.O. Box 1988 Santa Ana, California 92702 Walker Parking Consultants 606 South Olive Street, Suite 1100 Los Angeles, CA 90014 Attn: Steffen Turoff, Director, Planning Studies CityAttorney's Office City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 25E-17 5 14. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 15. NONDISCRIlVIINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such pennits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 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 filly, 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. 25E-18 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: . kL�ei-y / N%A% Mara Huizaz• Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: %ll John .Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez Executive Director Finance and Management Services Agency CITY OF SANTA ANA David Cavazos City Manager CONTRACTOR: XL4 �Z a--, Name: 2),6,4,e�. ``E° .1J � Title: ViCe ��ejr-4e�li 25E;19 EXHIBIT A 25E-20 .04 WALKER PARKING CONSULTANTS March 25, 2016 Mr. Arturo Rodriguez Management Aide City of Santa Ana Finance and Management Services Agency 20 Civic Center Plaza M-17 Santa Ana, CA 92702 Re: Revised Proposal for Consulting Services City of Santa Ana Public Parking Facilities Santa Ana, CA Dear Mr. Rodriguez: 606 S Olive Street, Suite 1100 Los Angeles CA 90014 Office: 213.488.4911 Fax: 213.488.4983 www.walkerparking.com Based upon our recent conversation and RFQ submittal, we understand the City of Santa Ana is seeking the services of a professional parking consultant to assist in the process of procuring a third party parking operator for the City's public parking structures. Additionally the City desires Walker's expertise in maximizing parking efficiency at the 1022 S Main St, 2011 N Main St, and 300 S Main St/ 301 S Sycamore St surface parking lots, as well as an engagement for "on -call" parking consulting services. The following details the scope of work proposed to support the operator request for proposal procurement and implementation process, as well as the value added professional services and fees needed to complete the engagement. SCOPE OF SERVICES TASK ONE - PARKING OPERATOR RFP AND PROCUREMENT ASSISTANCE 1.1 Meet on site with City representatives to finalize project parameters and obtain relevant background information. 1.2 Review the existing operations to ascertain the current operating methodologies used at each of the individual sites that comprise the City's system. 1.3 Review and comment on the appropriate scope of services for inclusion in the solicitation package that will be based upon current and proposed future conditions that may include the three surface parking lots referenced above on Main St. 1.4 Develop a list of qualified third -party professional parking firms that will be used for distribution purposes upon approval by the City. M:\Proposals\2016\4 Studies\Government\City of Santa Ana\03-25-2016 REV Santa Ana Consulting Services PRO. docx 25E-21 WALKER Mr. Arturo Rodriguez PARKING CONSULTANTS Proposal for Parking Consulting March 25, 2016 Page 2 1.5 Verify the final RFP timeline from issuance through contract award date 1.6 Review and comment upon the current parking management agreement used by the City. The City's legal counsel will prepare the final parking management agreement that will be included in the RFP. 1.7 Draft the technical elements of a RFP for the purposes of soliciting parking management services (City to issue RFP) and submit to City for review and approval. 1.8 Assist the City in arranging and conducting a pre -proposal conference and site -tour of the City's system for all prospective bidders. 1.9 Review and answer all written questions submitted by bidders subsequent to the pre - proposal conference and site tour with assistance from the City. 1.10 Review proposals submitted for compliance with the terms and conditions contained in the RFP solicitation. 1.11 Prepare a summary of all proposals submitted. Summary will include a comparison of the proposed staffing levels and costs, management fees, operating, maintenance and marketing plans (summary will not include reference checks or an assessment of the bidders' financial competency). 1.12 In conjunction with the City, recommend a short list of proposers. 1.13 Develop questions for short listed proposer interviews for City's consideration and use. 1.14 Participate as the City's parking consultant, as a non -voting member, on the RFP evaluation and selection committee. We can begin work within two (2) weeks of receipt of written acceptance and notice to proceed. Each task will be performed consecutively, and the tentative length of time to complete each project task is as follows: • RFP Document Issued to Prospective Bidders • Pre -bid Conference and Site Tour • Written Questions Due • Addendum Issued • Proposals Due Oral Interviews by Short-listed Bidders (tentative) • Contract Award (tentative) • Commencement Date (tentative) May 13, 2016 May 24, 2016 May 26, 2016 May 27, 2016 June 14, 2016 June 22, 2016 June 30, 2016 August 1, 2016 25E-22 WALKER Mr. Arturo Rodriguez PARKING CONSULTANTS Proposal for Parking Consulting March 25, 2016 Page 3 TASK TWO - FUNCTIONAL DESIGN/ OPERATIONAL REVIEW Additional parking capacity may be found through functional design analysis and an evaluation of layout efficiency. Paid parking may be implemented based on a market and stakeholder analysis. For each of the three surface parking lots on Main Street, Walker will: 2.1 Obtain plans for each surface parking lot, preferably in CAD format. 2.2 Visit the site and meet with City to gain a better understanding of the parking operation, complaints received from tenants, and functional and/or operational challenges that are currently experienced. 2.3 Review the parking design standards applicable for the City of Santa Ana. 2.4 Evaluate various aspects of the parking operation, including: a. Striping layouts; b. Lane configurations; c. Space allocations; d. Wayfinding; e. Operational procedures; f. Technology analysis; and g. Feasibility of paid parking. 2.5 Discuss with City representatives the needs of the users of the facility, primary pedestrian points, and accessible parking. 2.6 Determine whether existing striped accessible stalls and paths of travel meet mandatory minimum requirements for layout and number of provided ADA stalls per lot. 2.7 Conduct a micro -market rate survey comparing transient, event, and monthly parking rates at competitive garages within a two block radius of each lot. 2.8 Provide a range of cost for each of our recommendations. 2.9 Provide City with a draft letter report that summarizes our findings and recommendations which will include supporting diagrams as necessary. 2.10 Meet with City to discuss the draft letter report and prepare a final report that addresses the feedback received from the meeting. TASK THREE - ON CALL CONSULTING SERVICES Walker will perform additional services on an on -call/ as needed basis as requested by City. See attached Firm Profile for partial list of services and Standard Billing Rates by position. 25E-23 WALKER �► PARKING CONSULTANTS SCHEDULE Mr. Arturo Rodriguez Proposal for Parking Consulting March 25, 2016 Page 4 We can begin work within two (2) weeks of receipt of written acceptance and notice to proceed. Each task will be performed as authorized, and the tentative length of time to complete each project task is dependent on receipt of requested info from the City. PROFESSIONAL FEES Walker proposes to provide the services described herein for Task One in accordance with the attached General Conditions of Agreement for a lump -sum fee of Thirty Seven Thousand and Five Hundred Dollars ($37,500), inclusive of reimbursable expenses. Task One Proposed Fee Parking Operator RFP and Procurement Assistance $37,500 TOTAL FEE PROPOSED FOR BASE PARKING CONSULTING: _ _ $37,500 Additional Services Task Two: Functional Design/ Operational Review 5,000/lot Task Three: On Call Parking Consulting Standard Hourly Fee Reimbursable expenses will be billed at 1.15 times the actual direct cost of transportation and subsistence when traveling in connection with the work and includes such items as overnight charges, reproduction, and other project related expenses. Base Parking Consulting Task Expenses Est. Expenses Parking Operator RFP and Procurement Assistance $00.00 TOTAL ESTIMATED REIMBURSABLE EXPENSES $00.00 Add ARernate Tasks Expenses Functional Design/ Operational Review 100.00/lot On Call Parking Consulting As Needed Any additional services not described in our proposal and performed at your request will be invoiced at Walker's standard billing rates for basic services. Walker Parking Consultants is fully committed to understanding your requirements for this project. We will provide responsive, cooperative and quality professional services. If this proposal does not meet your requirements, please call and we will gladly discuss any modifications. We look forward to assisting you and working on this project. Trusting our proposal meets your approval, please sign in the space below to acknowledge your acceptance of the terms and conditions contained herein, and confirm your authorization for us to proceed. Upon your approval, please return one fully executed copy of this proposal to my attention. 25E-24 STANDARD BILLING RATES BASIC SERVICES PRINCIPALS Senior Principal .................................. Principal.............................................. PROJECT MANAGEMENT Senior Project Manager .................... Project Manager ................................ Assistant Project Manager ................ PARKING CONSULTANTS Senior Parking Consultant ................. Parking Consultant ............................ Parking Analyst / Planner .................. RESTORATION CONSULTANTS Senior Restoration Consultant.......... Restoration Consultant ..................... Assistant Restoration Consultant ..... Restoration Specialist ........................ DESIGN Senior Engineer / Senior Architect ............................. Engineer / Architect .................................................... Designer........................................................................ TECHNICAL Senior Technician........................................................ Technician.................................................................... SUPPORT Senior Administrative Assistant / Business Manager Administrative Assistant .............................................. Subject to annual adjustment on January I each year. WALKER PARKING CONSULTANTS ...................................................... $320.00 ...................................................... $265.00 ...................................................... $240.00 ...................................................... $200.00 ...................................................... $165.00 ....... $240.00 ....... $195.00 ....... $155.00 ................................ $240.00 ................................ $195.00 ................................ $165.00 ................................ $165.00 $240.00 $175.00 $165.00 $155.00 $135.00 ......... $ 100.00 ........... $ 85.00 25E-25 EXHIBIT B 25E-26 Walker Parking Consultants Fees Task 1 Parking Operator RFP and Procurement Assistance Task 2 Functional Design Alternate Task Expenses Functional Design/Operational Review Reimbursable Expenses (on -call services) Tota I 15% Contingency $ 37,500 $5000/lot $ 15,000 $100/lot $ 300 $5000/yr. $ 10,000 $ 62,800 $ 9,420 Grand Total (NTE contract value for 2 years) $ 72,220 25E-27 EXHIBIT A-1 Second Agreement Proposal for Services (March 12, 2020) 2K,728 Walker California WALKER CONSULTANTS March 12, 2020 Alex Gutierrez Management Analyst Treasury & Customer Service Division, for: City of Santa Ana Parking Operations 20 Civic Center Plaza Santa Ana, CA 92701 Re: Proposal for Parking Consulting -Additional Services Santa Ana, California Dear Ms. Gutierrez: 606 South Olive Street, Suite 1100 Los Angeles, CA 90014 601 California Street, Suite 820 San Francisco, 94108 Scientific Way, Suite 100 Irvine, CA 92618 213.488.4911 wa I kerc o n s u It a nts. c o rn Walker Consultants is pleased to submit for your review the following proposal for parking consulting services in the City of Santa Ana. PROJECT UNDERSTANDING The City of Santa Ana desires extending the contract with Walker Consultants to complete the remaining scope of work for three existing projects. The City of Santa Ana's Parking Operations Program is moving from the Finance & Management Services Agency to the Economic Development Agency effective July 1, 2020 . Based on this project understanding, Walker proposes the following for each project: SCOPE OF SERVICES 37-8605.00, Parking Operator RFP: 59% complete. Walker drafted the bid docs and instructions to proposers but did not issue the operator RFP. This project will need 30% increase to remaining fee to update and replace some of the work that was already provided. The 2016 data we used to generate the RFP documents are out of date. 37-8605.01, Functional Design Review: 0%complete, no work provided to date. 15%fee increase for inflation. 37-8605.02, On -Call: On -Call services will be provided according to the attached 2020 basic rate schedule. SCHEDULE Walker anticipates beginning work within two weeks of receipt of a signed agreement or notice to proceed. https://walkerconsultants-my.shampoint.com/personal/jwicks_walkerconsultants_com/documents/califomia/santa ana/3-12-2020 city of Santa ana consulting services pro.doa 25E-29 Gutierrez WALKER March 12, zozo CONSULTANTS Paget Schedules for on call services will be determined as each service is requested by The City of Santa Ana. PROFESSIONAL FEE 37-8605.00, Parking Operator RFP: We propose completing the remaining Scope of Services for a lump sum fee of $20,000, exclusive of typical project related expenses. 37-8605.01, Functional Design Review: We propose providing the functional design review of three subject surface parking lots for a lump sum fee of $11,500, exclusive of typical project related expenses. 37-8605.02, On -Call: On -Call services will be provided, as authorized, according to the attached 2020 basic billing rate schedule. We propose providing the Scope of Services for this project in accordance with the attached General Conditions of Agreement. Any work performed beyond the parameters detailed in the proposed scope of work, such as requested on -call services, will be performed upon receiving additional written authorization from the City. Reimbursable expenses will be billed at 1.15 times the cost of travel and living expenses, purchase or rental of specialized equipment, photographs and renderings, document reproduction, postage and delivery costs, long distance telephone and facsimile charges, additional service consultants, and other project related expenses. Our goal is your complete satisfaction. If any part of this agreement does not meet your needs, please let us know and we will work to provide a proposal that does so. We appreciate your consideration of Walker Consultants and look forward to again being of service to the City of Santa Ana. Sincerely, WALKER CONSULTANTS Steffen Turoff Jonathan Wicks, CAPP, CPP Principal, Director of Planning Studies Project Manager / Consultant Enclosures: General Conditions of Agreement for Consulting Services 25E-30 Gutierrez WALKER March 12, zozo CONSULTANTS Page AUTHORIZATION Trusting that this meets with your approval, we ask that you sign in the space below to acknowledge your acceptance of the terms contained herein, and to confirm your authorization for us to proceed. Please return one signed original of this agreement for our records. CITY OF SANTA ANA Accepted by (Signature) Printed Name Title Date 25E-31 WALKER GENERAL CONDITIONS OF AGREEMENT CONSULTANTS FOR CONSULTING SERVICES PAGE 4 SERVICES Walker Consultants ("Walker") will provide the CLIENT professional services that are limited to the work described in the attached letter ("the services"). Any additional services requested will be provided at our standard hourly rates or for a mutually agreed lump sum fee. The services are provided solely in accordance with written information and documents supplied by the CLIENT and are limited to and furnished solely for the specific use disclosed to us in writing by the CLIENT. No third -party beneficiary is contemplated. All documents prepared or provided by WALKER are its instruments of service, and any use for modifications or extensions of this work, for new projects, or for completion of this project by others without Walker's specific written consent will be at CLIENT's sole risk. PAYMENT FOR SERVICES tA 0 Payment is due upon receipt of invoice. If for any reason the CLIENT does not deliver payment to WALKER within thirty (30) days of date of invoice, Walker may, at its option, suspend or withhold services. The CLIENT agrees to pay Walker a monthly late charge of one- and one-half percent (1X%) per month of any unpaid balance of the invoice. STANDARD OF CARE Walker will perform the services in accordance with generally accepted standards of the profession using applicable building codes in effect at time of execution of this Agreement. Walker's liability caused by its acts, errors or omissions shall be limited to the fee or $10,000, whichever is greater. Any estimates or projections provided by Walker will be premised in part upon assumptions provided by the CLIENT. Walker will not independently investigate the accuracy of the assumptions. Because of the inherent uncertainty and probable variation of the assumptions, actual results will vary from estimated or projected results and such variations may be material. As such, Walker makes no warranty or representation, express or implied, as to the accuracy of the estimates or projections. Services shall be complete the earlier of (1) the date when final documents are accepted bythe CLIENT or (2) thirty (30) days after final documents are delivered to the CLIENT. 25E-32 WALKER CONSULTANTS STANDARD BILLING RATES FOR BASIC SERVICES PAGE 5 SeniorVice President.................................................................................................................................... $335.00 VicePresident................................................................................................................................................$305.00 Principal/Director.......................................................................................................................................... $280.00 Senior Project Manager/Senior Consultant..................................................................................................$255.00 ProjectManager/Consultant......................................................................................................................... $225.00 Senior Engineer/Senior Architect................................................................................................................. $235.00 Engineer/Architect........................................................................................................................................ $195.00 Analyst/Planner/Specialist...........................................................................................................................$180.00 Assistant Project Manager/Assistant Consultant..........................................................................................$185.00 Designer......................................................................................................................................................... $180.00 SeniorTechnician.......................................................................................................................................... $180.00 Technician...................................................................................................................................................... $150.00 Senior Administrative Assistant/Business Manager...................................................................................... $125.00 Administrative Assistant............................................................................................................................... $100.00 Subject to annual adjustment on January 1 each year. 25E-33 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE APPROVE MUNICIPAL FACILITIES LICENSE AGREEMENT WITH NEW CINGULAR WIRELESS PCS, LLC AND CROWN CASTLE FIBER LLC (GENERAL FUND) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute agreements for the use of certain City facilities with New Cingular Wireless PCS, LLC for a ten-year period beginning June 8, 2020, and expiring June 7, 2030, and with Crown Castle Fiber LLC for a ten-year period beginning June 15, 2020, and expiring June 14, 2030, with provisions for two five-year extensions, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION In response to telecommunications advancements and increased consumer demand for network data capacity, wireless providers have increasingly sought to place small cell antennas and equipment on existing infrastructure located within the public right-of-way. Typically, a small cell antenna is attached to a streetlight or utility pole, or placed mid -span on wires between utility poles. Wireless providers place these small cells in locations that are densely populated in order to provide additional network capacity, such as in downtown areas and around heavily used traffic corridors. The small cell antennas are also deployed in areas that cannot be effectively served by a traditional macro cell. New Cingular Wireless PCS, LLC and Crown Castle Fiber LLC seek to enter into agreements (Exhibits 1 and 2) with the City for the installation of small cell antennas on City -owned street lights. This will increase network and data capacity for their subscribers in the areas surrounding the antennas. The agreement only applies to wireless telecommunications installations on City facilities in the public right-of-way. Installations on City facilities not in the public right-of-way (such as cell antennas placed on water facilities or within parks, etc.), will continue to require separate agreements. An application fee of $1,741.79 will be collected for each City -owned facility licensed under this agreement during FY 2019-20, and anticipated revenues were recognized during the March 17, 2020 City Council meeting. The fee is a cost -recovery fee to partially offset the staff costs associated with processing applications. 25F-1 Approve Municipal Facilities License Agreements June 2, 2020 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #3 (promote a solutions -based customer focus in all efforts to facilitate development and investment in the community), Strategy C (explore opportunities to encourage a business friendly environment within the city). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT With the approval of these two Municipal Facilities License Agreements, the Public Works Agency will have entered into a total of three such agreements. Anticipated combined revenues for the three agreements, in the amount of $50,000, were recognized during the March 17, 2020 City Council meeting in Public Works Revenues, Small Cell Application Fee for City Facilities revenue account (no. 01117002-53740) and appropriated into the Public Works City Facilities License Agreement, Contract Services — Professional expenditure account (no. 01117605-62300) for expenditure in Fiscal Year 2019-20. NS:yv Exhibits: 1. New Cingular Wireless PCS, LLC Agreement 2. Crown Castle Fiber LLC Agreement 25F-2 EXHIBIT 1 MUNICIPAL FACILITIES LICENSE AGREEMENT BETWEEN CITY OF SANTA ANA AND NEW CINGULAR WIRELESS PCS, LLC February 27, 2020 Nabil Saba Acting Executive Director Public Works Agency 25F-3 TABLE OF CONTENTS RECITALS..................................................................................................... 3 AGREEMENT...................................................................................................3 DEFINITIONS........................................................................................3 TERM; SUPPLEMENT TERM......................................................................4 REPRESENTATION CONCERNING SERVICES; TERMINATION WITHOUTCAUSE..................................................................................5 SCOPEOF AGREEMENT..........................................................................5 COMPENSATION....................................................................................7 CONSTRUCTION.....................................................................................9 INDEMNIFICATION AND WAIVER...........................................................14 PERFORMANCEBOND..........................................................................15 INSURANCE........................................................................................16 NOTICES.............................................................................................18 DEFAULT; CURE; REMEDIES..................................................................18 ASSIGNMENT AND CUSTOMER EQUIPMENT...........................................19 RECORDS; AUDITS...............................................................................20 MISCELLANEOUS PROVISIONS..............................................................20 EXHIBITS...............................................................................................A & B Page 2 of 23 25F-4 MUNICIPAL FACILITIES LICENSE AGREEMENT THIS MUNICIPAL FACILITIES LICENSE AGREEMENT (the "Agreement") is dated as of June 8, 2020 (the date fully executed by all parties, referred to herein as "Effective Date"), and entered into by and between the City of Santa Ana, a California municipal corporation (the "Licensor"), and New Cingular Wireless PCS, LLC, a Delaware limited liability company ("Licensee"). Recitals A. WHEREAS, the Licensor is the owner of certain Municipal Facilities (as defined in Section 1.7, below) located in the Public Rights -of -Way (as defined in Section 1.5 below) of the City of Santa Ana, California ("City"); and B. WHEREAS, Licensee is authorized to conduct business as a telephone corporation or wireless carrier in the State of California; and C. WHEREAS, Licensee desires to use space on certain of the Licensor's Municipal Facilities in the Public Rights -of -Way for construction, operation and maintenance of its Equipment (as defined in Section 1.1, below); and D. WHEREAS, Licensor is willing to allow Licensee to use and physically occupy portions of the Municipal Facilities for its Equipment in the Public Rights -of -Way subject to the terms and conditions of this Agreement. Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following covenants, terms, and conditions: 1. DEFINrTIONS. The following definitions shall apply generally to the provisions of this Agreement: 1.1 "Equipment" means the antennas, equipment, utilities and fiber optic cables, wires, and related equipment, whether referred to individually or collectively, to be installed on a Municipal Facility and operated by Licensee under a particular Supplement. 1.2 "Hazardous Substance" means any substance, chemical or waste that is identified as hazardous or toxic in any applicable federal, state or local law or regulation, including, but not limited to, petroleum products and asbestos. 1.3 "Services" means the transmission and reception of communications signals for the provision of personal wireless services and mobile data services, and the installation, construction, modification, maintenance, operation, repair, replacement and upgrade of the Equipment to provide such services. Page 3 of 23 25F-5 1.4 "Laws" means any and all applicable statutes, codes, constitutions, ordinances, resolutions, regulations, judicial decisions, rules, tariffs, administrative orders, court orders, or other requirements of the Licensor or other governmental agency having joint or several jurisdiction over the parties to this Agreement as such laws may be amended from time to time. 1.5 "Public Right(s)-of-Way" or "ROW" has the same meaning as Section 33-231(q) of the Santa Ana Municipal Code. 1.6 "Make -Ready Work" means the work required on or in a Municipal Facility to create space for the Equipment, and/or replacing and/or reinforcing the existing Municipal Facility to accommodate Equipment including, but not limited to, rearrangement or transfer of existing Equipment and the facilities of other entities, and Municipal Facility relocation and replacement. 1.7 "Municipal Facility(ies)" means Licensor -owned property in the ROW, including street lights (excluding double and single king poles), traffic control structures (excluding traffic signal poles), banners, street furniture, bus stops, billboards, or other poles, lighting fixtures, or electroliers located within the ROW, and may refer to such facilities in the singular or plural, as appropriate to the context in which used. The term includes Replacement Facilities referred to in Section 4.1.3. 1.8 "Person" means and includes any individual, partnership of any kind, corporation, limited liability company, association, joint venture or other organization, however formed, as well as trustees, heirs, executors, administrators, or assigns, or any combination of such persons. 1.9 "PUC" means the California Public Utilities Commission 1.10 "License Fee" and "Alternate License Fee" have the meanings assigned to them in Section 5 of this Agreement. 1.11 "Transfer" means any transaction in which the rights and/or obligations held by Licensee under this Agreement or a Supplement are transferred, directly or indirectly, in whole or in part to a party other than Licensee. 1.12 "Supplement' shall mean each separate authorization, granted by Licensor to Licensee with regard to a specific Equipment installation, the form of which is attached hereto as Exhibit A, which shall be subject to the terms and conditions of this Agreement. 2. TERM; SUPPLEMENT TERM. 2.1 Term. The initial term of this Agreement shall be for a period of ten (10) years (the "Initial Term"), commencing on the Effective Date and ending on the tenth (l Oth) anniversary thereof, unless sooner terminated as stated herein. Provided that Licensee is not in default of the Agreement following written notice and the expiration of any applicable cure period, or not in default of ten (10) or more Supplements following written notice and expiration of the applicable cure period (unless the Supplement defaults are cured before the renewal commencement period or Licensee has a plan to cure such Supplement defaults within one hundred twenty (120) days of the renewal commencement period), this Agreement shall be automatically renewed for two (2) successive five (5) year renewal terms (each, a "Renewal Term"), unless either party gives the Page 4 of 23 25F-6 other party written notice of the intent not to renew this Agreement not more than twelve (12) and not less than ten (10) months prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and all Renewal Terms shall be collectively referred to herein as the "Term." Any holding over after the termination or expiration of the Term shall constitute a default by Licensee, notwithstanding that Licensor may elect to accept one or more payments of fees from Licensee. 2.2 Supplement Term. Unless otherwise specified in a Supplement, the initial term for each particular Supplement shall begin on its effective date ("Supplement Effective Date") and shall end upon the expiration of the Initial Term, or the Renewal Term, if validly exercised, of this Agreement, unless such individual Supplement is earlier terminated or this Agreement is extended or terminated, as provided for herein (the "Supplement Term"). All of the provisions of this Agreement shall be in effect during the Supplement Term. The expiration or termination of the Agreement under Section 2.1 shall immediately terminate all Supplements. Any holding over after the expiration of the Supplement Term shall constitute a default by Licensee, notwithstanding that Licensor may elect to accept one or more payments of fees from Licensee. 3. REPRESENTATION CONCERNING SERVICES; TERMINATION WITHOUT CAUSE. Licensee represents, warrants and covenants that its Equipment installed pursuant to this Agreement and each Supplement will be utilized solely for providing the Services, and Licensee is not authorized to and shall not use its Equipment to offer or provide any other services not specified herein without Licensor consent. At any time that Licensee ceases to operate as a provider of Services under Federal or state law, the Licensor shall have the option, in its sole discretion and upon six (6) months' written notice to Licensee, to terminate this Agreement and to require the removal of Licensee's Equipment from the ROW and from Municipal Facilities, including the cost of any site remediation, at no cost to the Licensor, without any liability to Licensee related directly or indirectly to such termination. 4. SCOPE OF AGREEMENT. Licensee may only use Municipal Facilities pursuant to an approved Supplement. Any and all rights expressly granted to Licensee under this Agreement shall be exercised at Licensee's sole cost and expense, and shall be subject to the restrictions and conditions set forth herein. 4.1 Attachment to Municipal Facilities. Subject to the conditions herein, the Licensor hereby authorizes and permits Licensee to locate, place, attach, install, operate, maintain, control, remove, reattach, reinstall, relocate, and replace Equipment on identified Municipal Facilities located in the ROW for the purpose of providing Services. 4.1.1 Licensee will submit to the authorized representative of the Licensor an application substantially in the form of Exhibit B ("Application") hereto including a proposed design for any proposed Equipment installations that identifies both the Equipment and the Municipal Facilities Licensee proposes to use. One Application is required per Municipal Facility. 4.1.2 Licensor may approve, approve with conditions, or disapprove an Application in its sole discretion, provided however, Licensor shall not unreasonably delay its decision. Any approved Equipment shall be included as part of the applicable Supplement. Page 5 of 23 25F-7 4.1.3 If Licensee submits an Application to use a Municipal Facility that is structurally inadequate to accommodate its proposed Equipment, Licensor may permit the replacement of the Municipal Facility (a "Replacement Facility") with one that is acceptable to and approved by the Licensor as part of the applicable Supplement. Any Replacement Facility shall be installed, maintained, repaired, and/or replaced in accordance with Section 6 of this Agreement. 4.1.4 Unmetered electricity unless otherwise approved. Licensee shall be solely responsible for obtaining and maintaining the provision of electricity to the Equipment, including, but not limited to, making payments to electric utilities and installation of separate electric meters, if necessary. Licensee shall secure unmetered electricity services and shall not incorporate a meter box in its Equipment design unless otherwise approved by the Director of Public Works or required by the servicing utility company. 4.2 Additional Authority. Nothing in this Agreement shall limit in any way Licensee's obligation to obtain any additional required regulatory approvals from any City department, board or commission or other governmental agency that has regulatory authority over the Licensee's proposed activities involving use of the Municipal Facilities in the ROW. 4.3 No Interference. Licensee acknowledges and agrees that the primary purpose of the Municipal Facilities is to serve the Licensor and the public. Licensee in the performance and exercise of its rights and obligations under this Agreement shall not interfere in any manner with Licensor's own services or the existence and operation of any and all Public Rights -of -Way, sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electrical and telephone wires, traffic signals, communication facilities owned by the Licensor, electroliers, cable television, location monitoring services, public safety and other then existing telecommunications equipment, utility, or municipal property, without the express written approval of the owner or owners of the affected property or properties, except as permitted by applicable laws or this Agreement. If such interference should occur, Licensee shall discontinue using the Equipment, methodology or technology that causes the interference until such time as Licensee takes corrective measures to eliminate such interference. In the event that such interference does not cease promptly, Licensee acknowledges that continuing interference may cause irreparable injury and harm, and therefore, in addition to any other remedies, and without limitation of any other remedy, Licensor shall be entitled to seek temporary and permanent injunctions against the breach of this Subsection. Notwithstanding the foregoing, Licensor agrees to work in good faith with Licensee to resolve any interference to or by Licensee. 4.4 Permits; Default. In addition to any other remedies available hereunder, whenever Licensee is in default of this Agreement or an applicable Supplement, after notice and applicable cure periods, Licensor may deny further encroachment, excavation or similar permits for work in connection with installations under this Agreement until such time as Licensee cures all of its defaults. 4.5 Compliance with Laws. Licensee shall comply with all applicable laws in the exercise and performance of its rights and obligations under this Agreement. Page 6 of 23 25F-8 4.6 Non -Exclusive Use Rights. Notwithstanding any other provision of this Agreement, any and all rights expressly or impliedly granted to Licensee under this Agreement shall be non-exclusive, and shall be subject and subordinate to (1) the continuing right of the Licensor to use, and to allow any other person or persons to use, any and all parts of the ROW or Municipal Facilities, exclusively or concurrently with any other person or persons, and (2) the public easement for streets and any and all other deeds, easements, dedications, conditions, covenants, restrictions, encumbrances and claims of title (collectively, "Encumbrances") which may affect the ROW or Municipal Facilities now or at any time during the term of this Agreement, including, without limitation any Encumbrances granted, created or allowed by the Licensor at any time. 4.7 In any situation where Licensee has a choice of attaching its equipment to either Municipal Facilities or third -party -owned poles in the public rights -of -way, Licensee shall in good faith consider attaching to Municipal Facilities, provided that the Municipal Facility in question is substantially similar to third -party owned poles (i.e., it provides the same functionality, fulfills the same need and can be made available within the same time frame) and the total cost of installing and maintaining the Equipment on the Municipal Facility in question is the same or less than on the available alternative third -party owned pole. 5. COMPENSATION. Licensee shall be solely responsible for the payment of all fees in connection with Licensee's performance under this Agreement, including those set forth below. 5.1 Application Fee. Each application for a Supplement shall be accompanied by a non-refundable application fee ("Application Fee") in the amount fixed by Licensor's Miscellaneous Fees Schedule that is in effect at the time the application for a Supplement is made to Licensor. 5.2 License Fees. 5.2.1 Licensee acknowledges that the FCC has adopted a Declaratory Ruling (FCC 18-133) that relates to the compensation which went into effect on January 14, 2019 but that Declaratory Ruling is currently the subject of litigation. Paragraphs 5.2.2, 5.2.3 and 5.2.4 govern the payment of compensation and how it may be impacted by the Declaratory Ruling and the resolution of related litigation during the Initial Term and any Renewal Terms. 5.2.2 During any period in which the FCC Declaratory Ruling (FCC 18-133) is in effect and during any period in which the Alternate License Fee provisions in paragraph 5.2.3 are not applicable, the Licensee shall pay a License Fee as described in this paragraph. Licensee shall pay to the Licensor the base amount of two hundred and seventy dollars ($270.00) per year for each location covered by a Supplement ("License Fee"). The base amount of the License Fee under all Supplements shall be subject to an annual adjustment of three percent (3%) applied on each anniversary of the Effective Date. Any new Supplements entered into during a given year shall commence at the License Fee, as adjusted by this Section to reflect the then -current rate. There shall be no refunds of License Fees paid due to the termination or expiration of the Agreement for any reason. Page 7 of 23 25F-9 5.2.3 Alternate License Fee. In the event the relevant provisions of the FCC Declaratory Ruling cease to be effective, (for example, because they are stayed after having gone into effect, or they are vacated or invalidated and have not been replaced by the FCC with an alternative provision setting a specific amount as License Fee), the Licensee shall automatically and immediately be obligated to pay the Alternate License Fee as described in this paragraph and paragraph 5.2.4, if applicable. For each location covered by a Supplement, Licensee shall pay to the Licensor an Alternate License Fee in the base amount of one thousand five hundred dollars ($1,500) per year ("Alternate License Fee"). The base amount of the Alternate License Fee shall be subject to an annual adjustment of three percent (3%) applied on each anniversary of the Effective Date. There shall be no refunds of Alternate License Fee paid due to the termination or expiration of the Agreement for any reason. 5.2.4 The Licensor agrees that irrespective of whether the relevant provisions of the FCC Declaratory Ruling (FCC 18-133) cease to be effective, no Alternate License Fee shall be due for any periods during which the relevant provisions of the FCC Declaratory Ruling were in effect. However, if Licensee has paid License Fee pursuant to the provisions of Section 5.2.2 above for a year, and the relevant provisions of the FCC Declaratory Ruling subsequently cease to be effective during the same year, the Licensee shall pay the difference between the License Fee and the Alternate License Fee for the period from the date the relevant provisions of the FCC Declaratory Ruling ceased to be effective, until the next anniversary of the Effective Date of this Agreement ("License Fee Adjustment"). Such License Fee Adjustment shall be paid to Licensor on the next anniversary of the Effective Date of this Agreement. 5.3 Payment. 5.3.1 Licensee shall make the first payment of License Fee (or Alternate License Fee, if applicable) under any Supplement within forty-five (45) days of the Supplement Effective Date. The amount of the first payment of License Fee (or Alternate License Fee, if applicable) for any Supplement shall be prorated to cover the period from the Supplement Effective Date of the applicable Supplement to the next anniversary of the Effective Date of this Agreement. Thereafter, License Fee (or Alternate License Fee, if applicable) shall be paid in advance for each Municipal Facility used on or before each anniversary of the Effective Date. Acceptance by Licensor of any payment of the License Fee (or Alternate License Fee, if applicable) shall not be deemed a waiver by Licensor of any breach of this Agreement occurring prior thereto, nor will the acceptance by Licensor of any such payment preclude Licensor from later establishing that a greater amount was actually due or from collecting any balance that is due. As a prerequisite to the payment of License Fee (or Alternate License Fee, if applicable), Licensor hereby agrees to provide to Licensee certain documentation (the "License Documentation") evidencing Licensor's interest in, and right to receive payments under, this Agreement, including without limitation: (i) a complete and fully executed Internal Revenue Service Form W-9, or equivalent, in a form acceptable to Licensee, for any party to whom License Fee payments are to be made pursuant to this Agreement; and (ii) other documentation requested by Licensee in Licensee's reasonable discretion. From time to time during the Term of this Agreement and within thirty (30) days of a written request from Licensee, Licensor agrees to provide updated License Documentation in a form reasonably acceptable to Licensee. Page 8 of 23 25F-10 5.3.2 The License Fee (or Alternate License Fee, if applicable) shall be paid by check made payable to the City and mailed or delivered to the City of Santa Ana, Public Works Agency — Administrative Services, P.O. Box 1988, M-21, Santa Ana, CA 92702. The place and time of payment may be changed at any time by Licensor upon thirty (30) days' written notice to Licensee. Mailed payments shall be deemed paid upon the date such payment is officially postmarked by the United States Postal Service. If postmarks are illegible to read, the payment shall be deemed paid upon actual receipt. Licensee assumes all risk of loss and responsibility for late payment charges if payments are made by mail. Notwithstanding the foregoing, upon agreement of the parties, Licensee may pay the License Fee (or Alternate License Fee, if applicable) by electronic funds transfer and if agreed, the Licensor will provide to Licensee bank routing information for such purpose upon request of Licensee. 5.4 Delinquent Payment. A ten percent (10%) late fee shall be added to the License Fee (or Alternate License Fee, if applicable) if not received by Licensor within thirty (30) calendar days after the due date. In addition, all unpaid fee shall accrue interest on the amount due at the rate of ten percent (10%) per annum accruing as of the first day following the expiration of the foregoing 30-day period until paid in full. All late charges and interest payments shall become License Fee (or Alternate License Fee, if applicable) under this Agreement. 5.5 Additional Remedies. The late fee set forth in Section 5.4 above is not exclusive, and does not preclude the Licensor from pursuing any other or additional remedies in the event that payments become overdue by more than 30 days. 6. CONSTRUCTION. Licensee shall comply with all applicable federal, state, and local codes related to the construction, installation, operation, maintenance, and control of Licensee's Equipment installed on Municipal Facilities, including the installation of Replacement Facilities where authorized. Except as provided in Section 6.7, Licensee shall not attach, install, maintain, or operate any Equipment on Municipal Facilities without the prior written approval of an authorized representative of the Licensor for each location as evidenced in a signed Supplement. Licensee shall keep the Municipal Facilities free and clear from any liens arising out of any work performed, material furnished or obligations incurred by or for Licensee. 6.1 Installation and Operation. Within thirty (30) calendar days of the completion of each installation or other times upon request by Licensor, not to exceed once annually, Licensee must furnish to Licensor a current list and map that identifies the exact location of the Equipment in or on the Municipal Facility. That information must be provided in a format established by the Licensor and that is compatible with Licenser's information technology, including but not limited to ESRI compatible GIS shapefiles. 6.2 Design Standards. The Equipment and any Replacement Facility shall comply with the standards and guidelines for wireless facilities in the public right-of-way established by the Director of Public Works pursuant to Section 33-234 of the Santa Ana Municipal Code. All future Supplements, Supplement renewals, and modifications to existing Equipment shall be subject to such updated standards. 6.3 Obtaining Required Permits. Licensee acknowledges that in addition to a signed Supplement, each installation of Equipment and maintenance shall also be subject to then -current Page 9 of 23 25F-11 City permitting requirements as set out in the City's Municipal Code. Licensee agrees to comply with the current applicable ordinances regarding such installations and maintenance as well as any future regulations that may be adopted by the City respecting such installations and maintenance. Licensee shall apply for the appropriate permits and pay any standard and customary permit fees. 6.4 Make Ready 6.4.1 Make Ready Work and Costs. (a) Licensee shall bear responsibility for all Make -Ready work. If Licensee or a Person other than Licensor or Licensee acting on Licensee's behalf would have to rearrange or adjust any of its facilities in order to accommodate a new Equipment, Licensee shall be responsible, at Licensee's sole expense, to coordinate such activity. Licensee shall be responsible for directly paying such other Person for its charges for the same. (b) The Equipment shall be conditioned on the completion of all Make - Ready Work needed to establish full compliance with NESC, and with Licensor's regulatory rules and engineering standards; provided, however, that Licensee shall not be responsible for any third - party or Licensor costs necessary to correct third party or Licensor attachments that are non- compliant at the time of Licensee's Application. If Licensee is requested by another Person, in comparable circumstances, to relocate or adjust any Equipment to accommodate that Person's facilities, subject to Licensor's written approval of such relocation, Licensee shall reasonably cooperate with such request. 6.4.2 Notification of Completion of Installation. Within twenty (20) business days of completing the installation of Equipment on each Municipal Facility, Licensee shall notify Licensor of such completion. 6.5 Replacement Facilities 6.5.1 Ownership of Replacement Facilities Licensor shall own any approved Replacement Facility. Where needed, Licensee shall cooperate with Licensor to transfer ownership and any associated manufacturers' warranties of any Replacement Facility from Licensee to Licensor. 6.5.2 Replacement Facility Provision. Licensee shall be responsible for providing and installing any approved Replacement Facility. 6.6 Damage, Maintenance & Repair. 6.6.1 Licensee shall, at its sole cost and expense and to the satisfaction of the Licensor: (a) remove, repair or replace any of its Equipment that is damaged or becomes detached; and/or (b) repair any damage to ROW, Municipal Facilities, or other property, whether public or private, caused by Licensee, its agents, employees or contractors in their actions relating to attachment, operation, repair or maintenance of Equipment. Licensee shall complete such removal, Page 10 of 23 25F-12 repair, or replacement within thirty (30) days' of written notice, unless time is extended by Licensor in writing, in its discretion, because Licensee has demonstrated that more time is required for the repairs. 6.6.2 For every ten (10) Municipal Facilities in use by Licensee, Licensee shall provide Licensor one (1) Replacement Facility for storage by Licensee free of charge, up to a maximum of five (5) Replacement Facilities ("Spare Facilities'). Licensee shall retrieve all Spare Facilities within sixty (60) days of the expiration or earlier termination of this Agreement. 6.6.3 Licensor shall install, replace, and maintain the Municipal Facilities and Replacement Facilities authorized to be used by Licensee pursuant to any Supplement in good condition in accordance with Licensor's standard maintenance requirements. Such maintenance of Municipal Facilities and Replacement Facilities shall be at Licensor's sole cost and expense, except to the extent this Agreement provides otherwise. If a Municipal Facility or Replacement Facility with Licensee Equipment on it needs to be cleared from the ROW (for example, due to an accident), Licensor shall perform or cause to be performed that work. If Licensee does not remove, repair, replace, or otherwise remediate damage to its Equipment, a Replacement Facility, or to the ROW, Municipal Facilities or other property as required in this Section, the Licensor shall have the option to perform or cause to be performed such removal, repair, or replacement on behalf of Licensee and shall charge Licensee for the actual costs incurred by the Licensor. If such damage causes a public health or safety emergency, as reasonably determined by the Licensor, the Licensor may immediately perform reasonable and necessary repair or removal work on behalf of Licensee and will notify Licensee as soon as practicable; provided, such repair work shall not include any technical work on Licensee's Equipment. Licensor shall have no obligation to maintain or safeguard the Equipment. 6.6.4 Upon the receipt of a written demand for payment accompanied by supporting documentation for payment by the Licensor pursuant to this Section, Licensee shall within forty-five (45) days of such receipt reimburse the Licensor for such costs. 6.7 Change in Equipment. If Licensee desires to install Equipment which is different in any material way from the then -existing and approved Equipment, then Licensee shall first obtain the written approval for the use and installation of such Equipment from an authorized representative of the Licensor. Any such approval shall take the form of an amendment to the applicable Supplement. In addition to any other submittal requirements, and if requested by Licensor, Licensee shall provide "load" (structural) calculations for Equipment changes. Notwithstanding the foregoing, Licensee may maintain, repair, and make like -kind replacements or modifications to any Equipment that do not increase the size, height, and weight of the Equipment or exceed the structural capacity of the Municipal Facility as established in an approved Supplement without requiring additional Applications or Supplements. 6.8 Relocation and Displacement of Equipment. 6.8.1 This Agreement creates no right in Licensee to receive any relocation assistance or payment for any reason under the Relocation Assistance Act, the Uniform Relocation Assistance Act or under any existing or future law upon any termination of tenancy. Page 11 of 23 25F-13 6.8.2 Licensee understands and acknowledges that Licensor may require Licensee to relocate one or more of its Equipment installations. Licensee shall at Licensor's direction and upon one hundred twenty (120) days' prior written notice to Licensee, relocate such Equipment at Licensee's sole cost and expense whenever Licensor reasonably determines that the relocation is needed for any of the following purposes: (a) if required for the construction, modification, completion, repair, relocation, or maintenance of a Licensor or other public agency project; (b) because the Equipment is interfering with or adversely affecting proper operation of Licensor -owned Municipal Facilities; or (c) to protect or preserve the public health or safety. In any such case, Licensor shall use reasonable efforts to afford Licensee a reasonably equivalent alternate location. If Licensee shall fail to relocate any Equipment as requested by the Licensor within the one hundred twenty (120) days, Licensor shall be entitled to remove or relocate the Equipment at Licensee's sole cost and expense, without further notice to Licensee. Licensee shall pay to the Licensor actual costs and expenses incurred by the Licensor in performing any removal work and any storage of Licensee's property after removal within thirty (30) days of the date of a written demand for this payment from the Licensor. 6.8.3 To the extent the Licensor has actual knowledge thereof, the Licensor will attempt promptly to inform Licensee of the displacement or removal of any Municipal Facility on which any Equipment is located. 6.9 Unauthorized Equipment. If Licensor discovers any Equipment has been installed on Municipal Facilities without authorization pursuant to a Supplement, Licensor may send an invoice to Licensee for a sum equal to five (5) times the then -current License Fee (or Alternate License Fee, if applicable) as compensation for the unauthorized attachments, and, within sixty (60) days from the date of such invoice, Licensee shall (i) pay the invoiced amount to Licensor and submit an Application for the unauthorized Equipment, or (ii) produce documentation showing Licensor's prior approval of the Equipment identified in the invoice. If, in accordance with this Section, Licensee fails to pay all fees and submit the Application or submit documentation satisfactorily showing Licensor's prior approval within sixty (60) days of Licensor's invoice, Licensor may remove the unauthorized Equipment at Licensee's expense. If Licensor removes such unauthorized Equipment, such Equipment shall become the property of Licensor, who shall have sole rights over such Equipment's disposition. Licensor's removal of unauthorized Equipment shall not release Licensee from its obligation to pay those invoiced fees accruing pursuant to this Section. 6.10 Termination of a Supplement. 6.10.1 Licensee shall have the right to terminate any Supplement on thirty (30) days' notice to Licensor. In the event of such termination, removal of Equipment associated with the terminated Supplement shall be governed by Section 6.11 below and Licensor shall retain any License Fee (or Alternate License Fee, if applicable) paid. 6.10.2 Licensor shall have the right to terminate any Supplement in the following circumstances: (a) if, after installation, Licensor determines the covered Equipment has been inoperative or abandoned for sixty (60) consecutive days, and Licensee does not provide an adequate explanation or commence to cure within thirty (30) days following notice; (b) if Licensee's operation under a particular Supplement is deemed by Licensor to endanger or pose a Page 12 of 23 25F-14 threat to the public health, safety or welfare or interfere with the normal day-to-day operation of any Licensor department or service; or (c) Licensor is mandated by law, a court order or decision, or the federal, state, or local government to take certain actions that will cause or require the removal of any Equipment. 6.11 Removal of Equipment. Within sixty (60) days after the expiration or earlier termination of a Supplement, Licensee shall promptly, safely and carefully remove the Equipment covered by the terminated or expired Supplement from the applicable Municipal Facility and ROW. Within sixty (60) days after the expiration or earlier termination of the Agreement, Licensee shall promptly, safely and carefully remove all Equipment from all the applicable Municipal Facilities and ROW. If Licensee fails to complete this removal work pursuant to this Section, then the Licensor, upon written notice to Licensee, shall have the right at the Licensor's sole election, but not the obligation, to perform this removal work and charge Licensee for the actual costs and expenses, including, without limitation, reasonable administrative costs. Licensee shall pay to the Licensor actual costs and expenses incurred by the Licensor in performing any removal work and any storage of Licensee's property after removal within thirty (30) days of the date of a written demand for this payment from the Licensor. After the Licensor receives the reimbursement payment from Licensee for the removal work performed by the Licensor, the Licensor shall promptly make available to Licensee the property belonging to Licensee and removed by the Licensor pursuant to this Section at no liability to the Licensor. If the Licensor does not receive reimbursement payment from Licensee within such thirty (30) days, or if Licensor does not elect to remove such items at the Licensor's cost after Licensee's failure to so remove pursuant to this Section, or if Licensee does not remove Licensee's property within thirty (30) days of such property having been made available by the Licensor after Licensee's payment of removal reimbursement as described above, any items of Licensee's property remaining on or about the ROW, Municipal Facilities, or stored by the Licensor after the Licensor's removal thereof may, at the Licensor's option, be deemed abandoned and the Licensor may dispose of such property in any manner by allowed for by Law. Alternatively, the Licensor may elect to take title to abandoned property, and Licensee shall submit to the Licensor an instrument satisfactory to the Licensor transferring to the Licensor the ownership of such property. The provisions of this Section shall survive the expiration or earlier termination of this Agreement. 6.12 Risk of Loss. Licensee acknowledges and agrees that Licensee, subject to the terms of this Agreement bears all risks of loss or damage or relocation or replacement of its Equipment and materials installed in the ROW or on Municipal Facilities pursuant to this Agreement from any cause, and the Licensor shall not be liable for any cost of replacement or of repair to damaged Equipment, including, without limitation, damage caused by the Licensor's removal of the Equipment, except to the extent that such loss or damage was caused by the willful misconduct or negligence of the Licensor, including, without limitation, each of its elected officials, department directors, managers, officers, agents, employees, and contractors, subject to the limitation of liability provided in Section 7.3 below. 6.13 Hazardous Substances. Licensee agrees that Licensee, its contractors, subcontractors, and agents, will not use, generate, store, produce, transport, or dispose any Hazardous Substance on, under, about or within the area of a ROW or Municipal Facility in violation of any Law. Except to the extent of the gross negligence or intentional misconduct of Licensor, Licensee will pay, indemnify, defend, and hold Licensor harmless against and to the Page 13 of 23 25F-15 extent of any loss or liability incurred by reason of any Hazardous Substance produced, disposed of, or used by Licensee pursuant to this Agreement. Licensee will ensure that any on -site or off - site storage, treatment, transportation, disposal or other handling of any Hazardous Substance will be performed by persons who are properly trained, authorized, licensed and otherwise permitted to perform those services. 6.14 Inspection. On an annual basis, Licensor will conduct regular safety inspections and oversight of Equipment on Municipal Facilities. Licensee shall have the right to be present at and observe any such inspections. Licensee shall pay Licensor for its reasonable costs for such safety inspections and oversight ("Annual Small Cell Compliance Inspection and Program Oversight Fee"), in the amount fixed by Licensor's Miscellaneous Fees Schedule that is in effect at the time such payment is due. Licensee shall pay Licensor this fee together with every payment of the License Fee (or Alternate License Fee, if applicable), and the fee shall be subject to the same adjustments and proration as the License Fee (or Alternate License Fee, if applicable). 6.15 Access. Licensee shall have access to the Equipment for non -emergency purposes, between the hours of 7:00 am and 5:00 pm weekdays (excluding holidays), unless a required permit further limits the access hours. Prior to Licensee accessing its Equipment, Licensee shall provide email notice, at least 24 hours in advance, to the Licensor at the following email address: smallcells@santa-ana.org. In the event of an emergency at any time, Licensee will, if time permits, attempt to provide prior telephonic notice to the Licensor at the following telephone number: (714) 647-3380. It is responsibility of Licensee to coordinate its access with other users of the same Municipal Facility. 7. INDEMNIFICATION AND WAIVER. Licensee agrees to indemnify, defend, protect, and hold harmless the Licensor, its council members, officers, employees, agents and contractors from and against any and all claims, demands, losses, including pole warranty invalidation, damages, liabilities, fines, charges, penalties, administrative and judicial proceedings and orders, judgments, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense (collectively, the "Losses") to the extent arising from, resulting from or caused by Licensee's activities undertaken pursuant to this Agreement, except to the extent arising from or caused by the negligence or willful misconduct of the Licensor, its council members, officers, employees, agents, or contractors. Licensee's obligation to indemnify and hold harmless excludes only such claim, loss or liability that is due to the negligence or willful misconduct of Licensor. 7.1 Waiver of Claims. Licensee waives any and all claims, demands, causes of action, and rights it may assert against the Licensor on account of any loss, damage, or injury to any Equipment or any loss or degradation of the Services as a result of any event or occurrence which is beyond the reasonable control of the Licensor. 7.2 Waiver of Subrogation. Licensee hereby waives and releases any and all rights of action for negligence against Licensor which may hereafter arise on account of damage to Equipment, Municipal Facilities or to the ROW, resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage or self-insurance, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the Licensee. This waiver and release shall apply between the parties and they shall also apply to any claims under or through either party as a result of any asserted right of subrogation. All such Page 14 of 23 25F-16 policies of insurance obtained by Licensee concerning the Municipal Facilities, Equipment or the ROW shall waive the insurer's right of subrogation against the Licensor. Licensee shall include Licensor as joint loss payee on its self -insured property coverage in full satisfaction of the requirement to provide waiver of subrogation endorsement. 7.3 Limitation on Consequential Damages. Neither party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 8. PERFORMANCE BOND. In order to secure the performance of its obligations under this Agreement, Licensee will provide the following security instrument to the Licensor: 8.1 Performance Bond. Prior to the commencement of any work under this Agreement, Licensee must provide a performance bond running to the Licensor according to this Section 8.1. The amount of the Bond shall be based on the number of attachments in the following amounts: Number of Municipal Facilities Required Security 1-50 $50,000 51-100 $75,000 101-300 $100,000 301-1000 $150,000 Greater than 1000 $200,000 The performance bond is conditioned upon the faithful performance by Licensee of all the terms and conditions of this Agreement and upon the further condition that if Licensee fails to comply with any terms or conditions governing this Agreement, there shall be recoverable jointly and severally from the principal and surety of the bond any damage or loss suffered by the Licensor as a result, including the full amount of any compensation, indemnification, or costs of removal or abandonment of Licensee's property, plus costs and reasonable attorneys' fees up to the full amount of the performance bond. Licensee will keep the performance bond in place during the term of this Agreement. This bond shall also fulfill the requirements of Section 33-240(c)(7) of the Santa Ana Municipal Code or any similar successor code provision, but only as pertaining to Licensee's Equipment on Municipal Facilities. 8.2 Assessment of the Bond. Upon Licensee's failure to pay the Licensor any amount owing under this Agreement, the performance bond may be assessed by the Licensor for purposes including, but not limited to: (a) Reimbursement of costs home by the Licensor to correct violations of the Agreement not corrected by Licensee, after Licensor provides notice and a reasonable opportunity to cure such violations. This shall include but not be limited to removal of Equipment. Page 15 of 23 25F-17 (b) To provide monetary remedies or to satisfy damages assessed against Licensee due to a material breach of this Agreement. 8.3 Restoration of the Bond. Licensee must deposit a sum of money or a replacement instrument sufficient to restore the performance bond to its original amount within 30 days after written notice from the Licensor that any amount has been recovered from the performance bond. Failure to restore the bond to its full amount within thirty (30) days will constitute a material breach of this Agreement. Licensee will be relieved of the foregoing requirement to replenish the bond during the pendency of an appeal from the Licensor's decision to draw on the performance bond. 8.4 Required Endorsement. The performance bond is subject to the approval of the Licensor and must contain the following endorsement: "This bond may not be canceled until sixty (60) days after receipt by the Licensor, by registered mail, return receipt requested, of a written notice of intent to cancel or not to renew. " 8.5 Reservation of Licensor Rights. The rights reserved by the Licensor with respect to the performance bond are in addition to all other rights and remedies the Licensor may have under this Agreement or any other law. 8.6 Admitted Surety Insurer. The surety supplying the bond shall be an "admitted surety insurer", as defined in California Code of Civil Procedure Section 995.120 and authorized to do business in the State of California. 8.7 Cash Deposit. In lieu of obtaining a performance bond, Licensee shall have the right to instead deposit a cash deposit with Licensor securing Licensee's obligations under this Agreement. 9. INSURANCE. Licensee shall obtain and maintain at all times during the term of this Agreement insurances of the types and in the amounts specified by Licensor not more than once each five (5) years and with sixty (60) days' written notice to Licensee, or if not specified, the amounts in this Section 9: Commercial General Liability insurance per ISO form CG 0001 (or its equivalent) with a limit of two million dollars ($2,000,000) per occurrence for bodily injury and property damage and five million dollars ($5,000,000) general aggregate including premises - operations, contractual liability, personal injury and products completed operations; and Commercial Automobile Liability insurance covering all owned non -owned and hired vehicles with a limit of one million dollars ($1,000,000) each accident for bodily injury and property damage. As respects this Agreement, the Commercial General Liability insurance policy shall include the Licensor, its council members, officers, and employees as additional insured as respects any covered liability caused, in whole or part, by Licensee's performance of work under this Agreement. Coverage shall be in an occurrence form and in accordance with the limits and provisions specified herein. Upon receipt of notice from its insurer, Licensee shall use its best efforts to provide the Licensor with thirty (30) days prior written notice of cancellation of any required coverage that is not replaced. Licensee shall be responsible for notifying the Licensor of such change or cancellation. Page 16 of 23 25F-18 9.1 Filing of Certificates and Endorsements. Prior to the commencement of any work pursuant to this Agreement, Licensee shall file with the Licensor the required certificate(s) of insurance with blanket additional insured endorsements, which shall state the following: (a) the policy number; name of insurance company; name and address of the agent or authorized representative; name and address of insured; project name; policy expiration date; and specific coverage amounts; (b) that Licensee's Commercial General Liability insurance policy is primary as respects any other valid or collectible insurance that the Licensor may possess, including any self -insured retentions the Licensor may have; and any other insurance the Licensor does possess shall be considered excess insurance only and shall not be required to contribute with this insurance; and (c) that Licensee's Commercial General Liability insurance policy waives any right of recovery the insurance company may have against the Licensor. The certificate(s) of insurance with endorsements and notices shall be mailed to the Licensor at the address specified in Section 10 below. 9.2 Workers' Compensation Insurance. Licensee shall obtain and maintain at all times during the term of this Agreement statutory workers' compensation and employer's liability insurance in an amount not less than the amount required by statute and shall furnish the Licensor with a certificate showing proof of such coverage. 9.3 Insurer Criteria. Any insurance provider of Licensee shall be eligible to do business in the State of California and shall carry a minimum rating assigned by A.M. Best & Company's Key Rating Guide of "A-" Overall and a Financial Size Category of "VIL" 9.4 Severability of Interest. "Severability of interest" or "separation of insureds" clauses shall be made a part of the Commercial General Liability and Commercial Automobile Liability policies. 9.5 Self -Insurance. Notwithstanding the foregoing, Licensee shall have the right to self -insure the coverages required in Section 9. In the event Licensee elects to self -insure its obligation to include Licensor as an additional insured, the following provisions shall apply (in addition to those set forth in this Agreement): (i) Licensee or its parent company shall have and continuously maintain a tangible net worth of at least one hundred million dollars ($100,000,000.00); (ii) Licensee continuously maintains appropriate loss reserves for the amount of its self-insurance obligations under this Section 9, which reserves are annually approved by Ernst & Young, or any successor auditing company; (iii) Licensee shall undertake the defense of any self -insured claim for which a defense and/or coverage would have been available from the insurance company, including a defense of Licensor, at Licensee's sole cost and expense, with counsel selected by Licensee and reasonably acceptable to Licensor; (iv) Licensee shall use its own funds to pay any claim or replace property or otherwise provide the funding which would have been available from insurance proceeds but for Licensee's election to self -insure; (v) Licensee shall pay any and all amounts due in lieu of insurance proceeds which would have been payable if Licensee had carried the insurance policies, which amounts shall be treated as insurance Page 17 of 23 25F-19 proceeds for all purposes under this Agreement; and (vi) All amounts which Licensee pays or is required to pay and all loss or damages resulting flour risks for which Licensee has elected to self - insure shall not limit Licensee's indemnification obligations set forth in this Agreement. 10. NOTICES. 10.1 Method and Delivery of Notices. All notices which shall or maybe given pursuant to this Agreement shall be in writing and delivered personally or transmitted (a) through the United States mail, by registered or certified mail, postage prepaid; or (b) by means of prepaid overnight delivery service, addressed as follows: If to the Licensor: CITY OF SANTA ANA, CA Public Works Agency 20 Civic Center Plaza, M-22 Santa Ana, CA, 92701 Attn: Executive Director If'to Licensee: NEW CINGULAR WIRELESS PCS, LLC Attn: Tower Asset Group — Lease Administration Re: Municipal Facilities License Agreement (Santa Ana, CA) 1025 Lenox Park Blvd NE, 3rd Floor Atlanta, GA 30319 With a copy to: NEW CINGULAR WIRELESS PCS, LLC Attn: AT&T Legal Dept. - Network Operations Re: Municipal Facilities License Agreement (Santa Ana, CA) 208 S. Akard Street Dallas, TX 75202-4206 10.2 Date of Notices; Changing Notice Address. Notices shall be deemed given upon receipt in the case of personal delivery, three days after deposit in the mail, or the next business day in the case of overnight delivery. Either party may from time to time designate any other address for this purpose by written notice to the other party delivered in the manner set forth above. 11. DEFAULT; CURE; REMEDIES. 11.1 Licensee Default and Notification. This Agreement is granted upon each and every condition herein and each of the conditions is a material and essential condition to the granting of this Agreement. Except for causes beyond the reasonable control of Licensee, if Licensee fails to comply with any of the conditions and obligations imposed hereunder, and if such failure continues for more than thirty (30) days after written demand from the Licensor to commence the correction of such noncompliance on the part of Licensee, the Licensor shall have the right to revoke and terminate this Agreement, if such failure is in relation to the Agreement as whole, or any individual Supplement, if such failure is in connection solely with such Supplement, in addition to any other rights or remedies set forth in this Agreement or provided by law. 11.2 Cure Period. if the nature of the violation is such that it cannot be fally cured within thirty (30) days due to circumstances not wider Licensee's control, the period of time in which Licensee must cure the violation shall be extended for such additional time reasonably necessary to complete the cure, provided that: (a) Licensee has promptly begun to cure; and (b) Page 18 of 23 25F-20 Licensee is diligently pursuing its efforts to cure, The Licensor may not maintain any action or effect any remedies for default against Licensee unless and until Licensee has failed to cure the breach within the time periods provided in these Sections 11.1 and 11.2. 11.3 Licensor Default. If Licensor breaches any covenant or obligation of Licensor under this Agreement in any manner and if Licensor fails to commence to cure such breach within thirty (30) days after receiving written notice from Licensee specifying the violation (or if Licensor fails thereafter to diligently prosecute the cure to completion), then Licensee may enforce any and all of its rights and/or remedies provided under this Agreement or by law or it may (although it shall not be obligated to) cure Licenser's breach and/or perform Licensor's obligations (on Licensor's behalf and at Licensor's expense) and require Licensor to reimburse to Licensee all reasonable costs and expenses (including reasonable attorneys' fees) incuurred in connection with such cure and/or performance. 12. ASSIGNMENT AND CUSTOMER EQUIPMENT. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties. 12.1 Licensee shall not assign this Agreement or its rights or obligations to any firm, corporation, individual, or other entity, without the prior written consent of Licensor. Notwithstanding the foregoing, Licensee may assign or transfer the rights and privileges granted herein to any parent or subsidiary of Licensee, to an entity with or into which Licensee may merge or consolidate, to an entity which Licensee is controlled by, or is under common control with such entity, or to any purchaser of all or substantially all of the assets of Licensee with prior notice to Licensor but without the requirement for Licensor approval, so long as the successor provides written confirmation to Licensor that it is then fully liable to the Licensor for compliance with all terms and conditions of this Agreement. The Licensee shall reimburse the Licensor for all direct and indirect costs and expenses reasonably incurred by the Licensor in considering a request to transfer or assign this Agreement. 12.2 Licensee need not own all components of Equipment subject to this Agreement, and may permit its customers to maintain ownership of Equipment components. However, (1) all Equipment must be wholly under the control and management of Licensee; and Licensee shall be liable for all acts or omissions, and all harms associated with the Equipment whether the same are its acts or omissions, or the acts or omissions of the owner of the Equipment; and (2) Licensee acknowledges and agrees that no rights of ownership in Equipment by Licensee's customers shall permit any such customer to enter upon, or use the any portion of the Municipal Facilities or the Equipment, in any other manner or at any other place, including to add to, or modify or install Equipment, which shall be Licensee's sole responsibility. Further, Licensee may not install Equipment it does not own on Municipal Facilities, unless the entity for on whose behalf the Equipment has been installed aelmowledges and agrees, in a form acceptable to the Licensor: that the Licensor has not granted it a consent to be in the ROW for any purpose; that it is bound by Licensee's representations, obligations and duties hereunder; that it shall have no rights or claims against the Licensor of any sort related to the Equipment or Mtuiicipal Facilities; that its Equipment may be subject to taxes, fees or assessments as provided in the Laws or the Agreement, and that Licensor may treat any Equipment owned by such entity as if it were owned by Licensee for all purposes (including, but not limited to, removal and relocation); and that the Equipment may only Page 19 of 23 25F-21 be used for the purposes and uses permitted herein. Such acknowledgement may be provided for all Equipment on Municipal Facilities, and need not be provided separately, site by site. 13. RECORDS; AUDITS. 13.1 Records Required by Code. Licensee will maintain complete records pursuant to all applicable Laws. 13.2 Additional Records. The Licensor may require such additional reasonable non - confidential information, records, and documents from Licensee from time to time as are appropriate in order to reasonably monitor compliance with the terms of this Agreement. 13.3 Production of Records. Licensee shall provide such records within twenty (20) business days of a request by the Licensor for production of the same unless additional time is reasonably needed by Licensee, in which case, Licensee shall have such reasonable time as needed for the production of the same. If any person other than Licensee maintains records on Licensee's behalf, Licensee shall be responsible for making such records available to the Licensor for auditing purposes pursuant to this Section. 13.4 Public Records. Licensee acknowledges that information submitted to Licensor may be open to public inspection and copying under California law. 14. MISCELLANEOUS PROVISIONS. The provisions that follow shall apply generally to the obligations of the parties under this Agreement. 14.1 Waiver of Breach. The waiver by either party of any breach or violation of any provision of this Agreement shall not be deemed to be a waiver or a continuing waiver of any subsequent breach or violation of the same or any other provision of this Agreement. 14.2 Contacting Licensee. Licensee shall be available to the staff employees of any Licensor department having jurisdiction over Licensee's activities 24 hours a day, seven days a week, regarding problems or complaints resulting from the attachment, installation, operation, maintenance, or removal of the Equipment. The Licensor may contact by telephone the Licensee's network control center operator at telephone number 1-800-638-2822. 14.3 Governing Law; Jurisdiction. This Agreement shall be governed and construed by and in accordance with the laws of the State of California, without reference to its conflicts of law principles. If suit is brought by a party to this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of Orange County, California. 14.4 Change Of Law. During the Initial Term, in the event that any legislative, regulatory, judicial, or other action ("New Law") affects the rights or obligations of the Parties or any term of this Agreement, the Parties agree that the Agreement shall nonetheless remain in effect until the end of the Initial Term unless mutually agreed to in writing by the Parties. If any such New Law becomes effective, at either 'Party's request, the Parties can meet and confer in good faith on whether any modification to this Agreernent is warranted to reflect the New Law. Page 20 of 23 25F-22 14.5 Force Majeure. Except for payment of amounts due, neither Party shall have any liability for its delays or its failure of performance due to: fire, explosion, pest damage, power failures, strikes or labor disputes, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, or other causes reasonably beyond its control, whether or not similar to the foregoing. 14.6 Attorneys' Fees. Should any dispute arising out of this Agreement lead to litigation, the prevailing party shall be entitled to recover its costs of suit, including (without limitation) reasonable attorneys' fees. 14.7 "AS IS" condition of Municipal Facilities. Municipal Facilities licensed to Licensee pursuant to this Agreement are licensed to and accepted by Licensee "as is" and with all faults. The Licensor makes no representation or warranty of any kind as to the present or future condition of or suitability of the Municipal Facilities for Licensee's use and disclaims any and all warranties express or implied with respect to the physical, structural, or environmental condition of the Municipal Facilities and the merchantability or fitness for a particular purpose. Licensee is solely responsible for investigation and determination of the condition and suitability of any Municipal Facility for Licensee's intended use. 14.8 Representations and Warranties. Each of the parties to this Agreement represents and warrants that it has the fall right, power, legal capacity, and authority to enter into and perform the party's respective obligations hereunder and that such obligations shall be binding upon such party without the requirement of the approval or consent of any other person or entity in connection herewith, except as provided in Section 4.2 above. This Agreement shall not be revocable or terminable except as expressly permitted herein. 14.9 Amendment of Agreement. This Agreement may not be amended except pursuant to a written instrument signed by both parties. 14.10 Entire Agreement. This Agreement contains the entire uuiderstanding between the parties with respect to the subject matter herein. There are no representations, agreements, or understandings (whether oral or written) between or among the parties relating to the subject matter of this Agreement which are not fully expressed herein. In witness whereof, and in order to bind themselves legally to the terms and conditions of this Agreement, the duly authorized representatives of the parties have executed this Agreement as of the Effective Date. 14.11 Non -Exclusive Remedies. No provision in this Agreement made for the purpose of securing enforcement of the terms and conditions of this Agreement shall be deemed In exclusive remedy or to afford the exclusive procedure for the enforcement of said terms and conditions, but the remedies herein provided are deemed to be cumulative. 14.12 No Third -Party Beneficiaries. It is not intended by any of the provisions of this Agreement to create for the public, or any member thereof, a third -party beneficiary right or remedy, or to authorize anyone to maintain a suit for personal injuries or property damage pursuant to the provisions of this Agreement. The duties, obligations, and responsibilities of the Licensor with respect to third parties shall remain as imposed by state law. Page 21 of 23 25F-23 14.13 Construction of Agreement. The terms and provisions of this Agreement shall not be construed strictly in favor of or against either party, regardless of which party drafted any of its provisions. This Agreement shall be construed in accordance with the fair meaning of its terms. 14.14 Effect of Acceptance. Licensee (a) accepts and agrees to comply with this Agreement and all applicable federal, state and local laws and regulations; (b) agrees that this Agreement was entered into pursuant to processes and procedures consistent with applicable law; and (c) agrees that it will not raise any claim to the contrary or allege in any claim or proceeding against the Licensor that at the time of acceptance of this Agreement any provision, condition or terns of this Agreement was unreasonable or arbitrary, or that at the time of the acceptance of this Agreement any such provision, condition or term was void or unlawful or that the Licensor had no power or authority to make or enforce any such provision, condition or term. 14.15 Time is of the Essence. Time is of the essence with regard to the performance of all of Licensee's obligations under this Agreement. 14.16 Taxes. Licensee shall be responsible for payment of all fees and taxes charged in connection with the right, title, and interest in and construction, installation, maintenance, and operation of Equipment for the purposes set forth herein. 14.17 Tax Notice. Licensor hereby provides notice pursuant to California Revenue and Taxation Code Section 107.6, and Licensee acknowledges that this Agreement may create a possessory interest and Licensee may be subject to property taxes levied on such interest, as described in California Revenue and Taxation Code Section 107.6. Licensee shall pay directly to the appropriate authority, when due, all real and personal property taxes, fees and assessments, assessed against the area licensed and the Equipment. 14.18 Counterparts. This Agreement (and any Supplement) maybe executed in multiple counterparts, including by electronic means, each of which shall be deemed an original, and all such counterparts once assembled together shall constituted one integrated instrument. [Signature page to follow] Page 22 of 23 25F-24 IN WITNESS THEREOF, the parties hereto have caused this Agreement to be legally executed in duplicate effective as of the Effective Date as defined in the introductory paragraph to this Agreement. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney BY:�4 7K, -f� J M.FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA Acting Executive Director Public Works Agency Exhibits: Exhibit A — Supplement Exhibit B — Application Licensor: CITY OF SANTA ANA KRISTINE RIDGE City Manager _Licensee: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager BY: NAME: Christopher Edwards TITLE: Director Access - Construction & Engineering Page 23 of 23 25F-25 EXHIBIT A FORM OF SUPPLEMENT This Supplement ("Supplement'), is approved by Licensor this day of 20 (the date executed by all parties, referred herein as "Supplement Effective Date"). 1. Supplement. Licensee has submitted an application for approval to use a Municipal Facility pursuant to that certain Municipal Facility License Agreement between Licensor and Licensee dated 20_ ("Agreement'). Licensor has reviewed the application and grants approval subject to the terms of this Supplement. All of the terms and conditions of the Agreement are incorporated hereby by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement and this Supplement, the terms of this Supplement shall govern. Capitalized terms used in this Supplement shall have the same meaning described for them in the Agreement unless otherwise indicated herein. IF THE SUPPLEMENT IS NOT COUNTER -SIGNED BY LICENSEE AND RETURNED TO LICENSOR WITHIN 30 DAYS AFTER LICENSOR HAS GRANTED APPROVAL, THE SUPPLEMENT SHALL BE VOID AND OF NO LEGAL EFFECT. IF LICENSEE STILL WANTS TO USE THE MUNICIPAL FACILITY, LICENSEE WILL BE REQUIRED TO SUBMIT A NEW APPLICATION AND ASSOCIATED FEES. 2. Licensed Area Description and Location. Licensee shall have the right to use the space on the specific Municipal Facility (the "Licensed Area") depicted in Attachment 1 attached hereto to install Equipment as further listed in Attachment 2 attached hereto. 3. Equipment. The Equipment to be installed at the Licensed Area is described and depicted in Attachment 1. 4. Term. The term of this Supplement shall commence on the Supplement Effective Date and continue for the life of the Agreement, as described in Paragraph 2 of the Agreement. 5. License Fee/Alternate License Fee. The initial fee for this Supplement shall be as follows per year: . This fee is subject to annual increase as provided in the Agreement, and is payable in accordance with the Agreement. 6. Performance Bond. The Performance Bond [circle one] is / is not covered by existing performance bond. If not covered by existing performance bond, a bond is required pursuant to Section 8 of the Agreement. 7. Miscellaneous. [Signature page follows] A-1 25F-26 IN WITNESS THEREOF, the parties hereto have caused this Supplement to be legally executed in duplicate, effective upon execution by both parties. Accepted: Licensor: CITY OF SANTA ANA, CA By:_ Name Title: Date: Licensee: By: Name: Title: Date: Attachments: Attachment I — Licensed Area Attachment 2 — Equipment List and Description A-2 25F-27 Attachment 1 Licensed Area [site plan showing licensed area of applicable Municipal Facility and showing proposed Equipment installation] A-3 25F-28 Equipment list and Description Attachment 2 A -a 25F-29 EXHIBIT B APPLICATION TO USE MUNICIPAL FACILITY Applicant: Date: Licensee: Application/License#: Type of Municipal Facilitystructure Alteration Required Small Ce6 Equipment Heights (provide both (1) the overall height of pole with added facilities; and (2) the height of individual facilities Sman Ce6 and Base Equipment Weights Small Cell And Be" Equipment Dimensions Location of An Y Additional Equipment [street light] [Pole [Installed on Pole, specify [traffic light] Reinforcement] attachment height, weight [other, [Pole and dimensions] spec] Replacement] [Installed on/in Ground [None] (Vault), specific dimensions] [Other Location] [Not Applicable/Needed] APPLICANT SHALL PROVIDE THE FOLLOWING AS APPLICABLE: • Site plan and engineering design and specifications for installation of Equipment, including the location of radios, antenna facilities, transmitters, equipment shelters, cables, conduit, point of demarcation, backhaul solution, electrical distribution panel, electric meter, and electrical conduit and cabling. Where applicable, the design documents should include specifications on design, pole modification, and ADA compliance. Also indicate whether unmetered electricity is available at the site. • Include a load bearing study that determines whether the pole requires reinforcement or replacement in order to accommodate attachment of proposed Equipment. • If the proposed installation will require reinforcement or replacement of an existing pole, provide applicable design and specification drawings. • The number, size, type and proximity to the facilities of all communications conduit(s) and cables to be installed. • Description of the utility services required to support the facilities to be installed. • List of the contractors and subcontractors, and their contact information, authorized to work on the project. • A check for the applicable Application Fee made payable to the City of Santa Ana (refer to Section 5.1 of the Municipal Facilities License Agreement). APPLICANT SIGNATURE: PRINT NAME: TITLE: M 25F-30 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D EXHIBIT 2 MUNICIPAL FACILITIES LICENSE AGREEMENT BETWEEN CITY OF SANTA ANA AND CROWN CASTLE FIBER LLC May 12, 2020 Nabil Saba Executive Director Public Works Agency 25F-31 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D TABLE OF CONTENTS RECITALS.....................................................................................................3 AGREEMENT...................................................................................................3 DEFINITIONS........................................................................................3 TERM; SUPPLEMENT TERM......................................................................4 REPRESENTATION CONCERNING SERVICES; TERMINATION WITHOUT CAUSE..................................................................................5 SCOPE OF AGREEMENT..........................................................................5 COMPENSATION.................................................................................... 7 CONSTRUCTION..................................................................................... 9 INDEMNIFICATION AND WAIVER...........................................................14 PERFORMANCE BOND..........................................................................14 INSURANCE........................................................................................16 NOTICES.............................................................................................17 DEFAULT; CURE; REMEDIES..................................................................17 ASSIGNMENT AND CUSTOMER EQUIPMENT...........................................18 RECORDS; AUDITS...............................................................................19 MISCELLANEOUS PROVISIONS..............................................................19 EXHIBITS...............................................................................................A & B Page 2 of 23 25F-32 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D MUNICIPAL FACILITIES LICENSE AGREEMENT THIS MUNICIPAL FACILITIES LICENSE AGREEMENT (the "Agreement") is dated as of (the date fully executed by all parties, referred to herein as "Effective Date"), and entered into by and between the City of Santa Ana, a California municipal corporation (the "Licensor"), and Crown Castle Fiber LLC, a New York limited liability company ("Licensee"). Recitals A. WHEREAS, the Licensor is the owner of certain Municipal Facilities (as defined in Section 1.7, below) located in the Public Rights -of -Way (as defined in Section 1.5 below) of the City of Santa Ana, California ("City"); and B. WHEREAS, Licensee is authorized to conduct business as a telephone corporation or wireless carrier in the State of California; and C. WHEREAS, Licensee desires to use space on certain of the Licensor's Municipal Facilities in the Public Rights -of -Way for construction, operation and maintenance of its Equipment (as defined in Section 1.1, below); and D. WHEREAS, Licensor is willing to allow Licensee to use and physically occupy portions of the Municipal Facilities for its Equipment in the Public Rights -of -Way subject to the terms and conditions of this Agreement. Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following covenants, terms, and conditions: 1. DEFMTIONS. The following definitions shall apply generally to the provisions of this Agreement: 1.1 "Equipment" means the antennas, equipment, utilities and fiber optic cables, wires, and related equipment, whether referred to individually or collectively, to be installed on a Municipal Facility and operated by Licensee under a particular Supplement. 1.2 "Hazardous Substance" means any substance, chemical or waste that is identified as hazardous or toxic in any applicable federal, state or local law or regulation, including, but not limited to, petroleum products and asbestos. 1.3 "Services" means the transmission and reception of communications signals for the provision of personal wireless services, telecommunications services and mobile data services as defined in federal law, but specifically excluding cable services and/or video services as defined by the Digital Infrastructure and Video Competition Act (as codified in Public Utilities Code section 5800 et seq.). Page 3 of 23 25F-33 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D 1.4 "Laws" means any and all applicable statutes, codes, constitutions, ordinances, resolutions, regulations, judicial decisions, rules, tariffs, administrative orders, court orders, or other requirements of the Licensor or other governmental agency having joint or several jurisdiction over the parties to this Agreement as such laws may be amended from time to time. 1.5 "Public Right(s)-of-Way" or "ROW" has the same meaning as Section 33-231(q) of the Santa Ana Municipal Code. 1.6 "Make -Ready Work" means the work required on or in a Municipal Facility to create space for the Equipment, and/or replacing and/or reinforcing the existing Municipal Facility to accommodate Equipment including, but not limited to, rearrangement or transfer of existing Equipment and the facilities of other entities, and Municipal Facility relocation and replacement. 1.7 "Municipal Facility(ies)" means Licensor -owned property in the ROW, including street lights (excluding double and single king poles), traffic control structures (excluding traffic signal poles), banners, street furniture, bus stops, billboards, or other poles, lighting fixtures, or electroliers located within the ROW, and may refer to such facilities in the singular or plural, as appropriate to the context in which used. The term includes Replacement Facilities referred to in Section 4.1.3. 1.8 "Person" means and includes any individual, partnership of any kind, corporation, limited liability company, association, joint venture or other organization, however formed, as well as trustees, heirs, executors, administrators, or assigns, or any combination of such persons. 1.9 "PUC" means the California Public Utilities Commission 1.10 "License Fee" and "Alternate License Fee" have the meanings assigned to them in Section 5 of this Agreement. 1.11 "Transfer" means any transaction in which the rights and/or obligations held by Licensee under this Agreement or a Supplement are transferred, directly or indirectly, in whole or in part to a party other than Licensee. 1.12 "Supplement' shall mean each separate authorization, granted by Licensor to Licensee with regard to a specific Equipment installation, the form of which is attached hereto as Exhibit A, which shall be subject to the terms and conditions of this Agreement. 2. TERM; SUPPLEMENT TERM. 2.1 Term. The initial term of this Agreement shall be for a period of ten (10) years (the "Initial Term"), commencing on the Effective Date and ending on the tenth (loth) anniversary thereof, unless sooner terminated as stated herein. Provided that Licensee is not in default of the Agreement or any Supplement following written notice and the expiration of any applicable cure period, this Agreement shall be automatically renewed for two (2) successive five (5) year renewal terms (each, a "Renewal Term"), unless either party gives the other party written notice of the intent not to renew this Agreement not more than twelve (12) and not less than ten (10) months prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and all Renewal Terms shall be collectively referred to herein as the "Term." Any holding over Page 4 of 23 25F-34 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D after the termination or expiration of the Term shall constitute a default by Licensee, notwithstanding that Licensor may elect to accept one or more payments of fees from Licensee. 2.2 Supplement Term. Unless otherwise specified in a Supplement, the initial term for each particular Supplement shall begin on its effective date ("Supplement Effective Date") and shall end upon the expiration of the Initial Term, or the Renewal Term, if validly exercised, of this Agreement, unless such individual Supplement is earlier terminated or this Agreement is extended or terminated, as provided for herein (the "Supplement Term"). All of the provisions of this Agreement shall be in effect during the Supplement Term. The expiration or termination of the Agreement under Section 2.1 shall immediately terminate all Supplements. Any holding over after the expiration of the Supplement Term shall constitute a default by Licensee, notwithstanding that Licensor may elect to accept one or more payments of fees from Licensee. 3. REPRESENTATION CONCERNING SERVICES; TERMINATION WITHOUT CAUSE. Licensee represents, warrants and covenants that its Equipment installed pursuant to this Agreement and each Supplement will be utilized solely for providing the Services, and Licensee is not authorized to and shall not use its Equipment to offer or provide any other services not specified herein without Licensor consent. At any time that Licensee ceases to operate as a provider of Services under Federal or state law, the Licensor shall have the option, in its sole discretion and upon six (6) months' written notice to Licensee, to terminate this Agreement and to require the removal of Licensee's Equipment from the ROW and from Municipal Facilities, including the cost of any site remediation, at no cost to the Licensor, without any liability to Licensee related directly or indirectly to such termination. 4. SCOPE OF AGREEMENT. Licensee may only use Municipal Facilities pursuant to an approved Supplement. Any and all rights expressly granted to Licensee under this Agreement shall be exercised at Licensee's sole cost and expense, and shall be subject to the restrictions and conditions set forth herein. 4.1 Attachment to Municipal Facilities. Subject to the conditions herein, the Licensor hereby authorizes and permits Licensee to locate, place, attach, install, operate, maintain, control, remove, reattach, reinstall, relocate, and replace Equipment on identified Municipal Facilities located in the ROW for the purpose of providing Services. 4.1.1 Licensee will submit to the authorized representative of the Licensor an application substantially in the form of Exhibit B ("Application") hereto including a proposed design for any proposed Equipment installations that identifies both the Equipment and the Municipal Facilities Licensee proposes to use. One Application is required per Municipal Facility. 4.1.2 Licensor may approve, approve with conditions, or disapprove an Application in its sole discretion, provided however, Licensor shall not unreasonably delay its decision. Any approved Equipment shall be included as part of the applicable Supplement. 4.1.3 If Licensee submits an Application to use a Municipal Facility that is structurally inadequate to accommodate its proposed Equipment, Licensor may permit the replacement of the Municipal Facility (a "Replacement Facility") with one that is acceptable to and approved by the Licensor as part of the applicable Supplement. Any Replacement Facility Page 5 of 23 25F-35 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D shall be installed, maintained, repaired, and/or replaced in accordance with Section 6 of this Agreement. 4.1.4 Unmetered electricity unless otherwise approved. Licensee shall be solely responsible for obtaining and maintaining the provision of electricity to the Equipment, including, but not limited to, making payments to electric utilities and installation of separate electric meters, if necessary. Licensee shall secure unmetered electricity services and shall not incorporate a meter box in its Equipment design unless otherwise approved by the Director of Public Works or required by the servicing utility company. 4.2 Additional Authority. Nothing in this Agreement shall limit in any way Licensee's obligation to obtain any additional required regulatory approvals from any City department, board or commission or other governmental agency that has regulatory authority over the Licensee's proposed activities involving use of the Municipal Facilities in the ROW. 4.3 No Interference. Licensee acknowledges and agrees that the primary purpose of the Municipal Facilities is to serve the Licensor and the public. Licensee in the performance and exercise of its rights and obligations under this Agreement shall not interfere in any manner with Licensor's own services or the existence and operation of any and all Public Rights -of -Way, sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electrical and telephone wires, traffic signals, communication facilities owned by the Licensor, electroliers, cable television, location monitoring services, public safety and other then existing telecommunications equipment, utility, or municipal property, without the express written approval of the owner or owners of the affected property or properties, except as permitted by applicable laws or this Agreement. If such interference should occur, Licensee shall discontinue using the Equipment, methodology or technology that causes the interference until such time as Licensee takes corrective measures to eliminate such interference. In the event that such interference does not cease promptly, Licensee acknowledges that continuing interference may cause irreparable injury and harm, and therefore, in addition to any other remedies, and without limitation of any other remedy, Licensor shall be entitled to seek temporary and permanent injunctions against the breach of this Subsection. Notwithstanding the foregoing, Licensor agrees to work in good faith with Licensee to resolve any interference to or by Licensee. 4.4 Permits; Default. In addition to any other remedies available hereunder, whenever Licensee is in default of this Agreement or an applicable Supplement, after notice and applicable cure periods, Licensor may deny further encroachment, excavation or similar permits for work in connection with installations under this Agreement until such time as Licensee cures all of its defaults. 4.5 Compliance with Laws. Licensee shall comply with all applicable laws in the exercise and performance of its rights and obligations under this Agreement. 4.6 Non -Exclusive Use Rights. Notwithstanding any other provision of this Agreement, any and all rights expressly or impliedly granted to Licensee under this Agreement shall be non-exclusive, and shall be subject and subordinate to (1) the continuing right of the Licensor to use, and to allow any other person or persons to use, any and all parts of the ROW or Municipal Facilities, exclusively or concurrently with any other person or persons, and (2) the Page 6 of 23 25F-36 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D public easement for streets and any and all other deeds, easements, dedications, conditions, covenants, restrictions, encumbrances and claims of title (collectively, "Encumbrances") which may affect the ROW or Municipal Facilities now or at any time during the term of this Agreement, including, without limitation any Encumbrances granted, created or allowed by the Licensor at any time. 4.7 In any situation where Licensee has a choice of attaching its equipment to either Municipal Facilities or third -party -owned poles in the public rights -of -way, Licensee shall use good faith efforts to attach to Municipal Facilities, provided that the Municipal Facility in question is substantially similar to third -party owned poles (i.e., it provides the same functionality, fulfills the same need and can be made available within the same time frame) and the total cost of installing and maintaining the Equipment on the Municipal Facility in question is the same or less than on the available alternative third -party owned pole. 5. COMPENSATION. Licensee shall be solely responsible for the payment of all fees in connection with Licensee's performance under this Agreement, including those set forth below. 5.1 Application Fee. Each application for a Supplement shall be accompanied by a non-refundable application fee ("Application Fee") in the amount fixed by Licensor's Miscellaneous Fees Schedule that is in effect at the time the application for a Supplement is made to Licensor. 5.2 License Fees. 5.2.1 Licensee acknowledges that the FCC has adopted a Declaratory Ruling (FCC 18-133) that relates to the compensation which went into effect on January 14, 2019 but that Declaratory Ruling is currently the subject of litigation. Paragraphs 5.2.2, 5.2.3 and 5.2.4 govern the payment of compensation and how it may be impacted by the Declaratory Ruling and the resolution of related litigation during the Initial Term and any Renewal Terms. 5.2.2 During any period in which the FCC Declaratory Ruling (FCC 18-133) is in effect and during any period in which the Alternate License Fee provisions in paragraph 5.2.3 are not applicable, the Licensee shall pay a License Fee as described in this paragraph. Licensee shall pay to the Licensor the base amount of two hundred and seventy dollars ($270.00) per year for each location covered by a Supplement ("License Fee"). The base amount of the License Fee under all Supplements shall be subject to an annual adjustment of three percent (3%) applied on each anniversary of the Effective Date. Any new Supplements entered into during a given year shall commence at the License Fee, as adjusted by this Section to reflect the then -current rate. There shall be no refunds of License Fees paid due to the termination or expiration of the Agreement for any reason. 5.2.3 Alternate License Fee. In the event the relevant provisions of the FCC Declaratory Ruling cease to be effective, (for example, because they are stayed after having gone into effect, or they are vacated or invalidated and have not been replaced by the FCC with an alternative provision setting a specific amount as License Fee), the Licensee shall automatically and immediately be obligated to pay the Alternate License Fee as described in this paragraph and paragraph 5.2.4, if applicable. For each location covered by a Supplement, Licensee shall pay to Page 7 of 23 25F-37 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D the Licensor an Alternate License Fee in the base amount of one thousand five hundred dollars ($1,500) per year ("Alternate License Fee"). The base amount of the Alternate License Fee shall be subject to an annual adjustment of three percent (3%) applied on each anniversary of the Effective Date. There shall be no refunds of Alternate License Fee paid due to the termination or expiration of the Agreement for any reason. 5.2.4 The Licensor agrees that irrespective of whether the relevant provisions of the FCC Declaratory Ruling (FCC 18-133) cease to be effective, no Alternate License Fee shall be due for any periods during which the relevant provisions of the FCC Declaratory Ruling were in effect. However, if Licensee has paid License Fee pursuant to the provisions of Section 5.2.2 above for a year, and the relevant provisions of the FCC Declaratory Ruling subsequently cease to be effective during the same year, the Licensee shall pay the difference between the License Fee and the Alternate License Fee for the period from the date the relevant provisions of the FCC Declaratory Ruling ceased to be effective, until the next anniversary of the Effective Date of this Agreement ("License Fee Adjustment"). Such License Fee Adjustment shall be paid to Licensor on the next anniversary of the Effective Date of this Agreement. 5.3 Payment. 5.3.1 Licensee shall make the first payment of License Fee (or Alternate License Fee, if applicable) under any Supplement within forty-five (45) days of the Supplement Effective Date. The amount of the first payment of License Fee (or Alternate License Fee, if applicable) for any Supplement shall be prorated to cover the period from the Supplement Effective Date of the applicable Supplement to the next anniversary of the Effective Date of this Agreement. Thereafter, License Fee (or Alternate License Fee, if applicable) shall be paid in advance for each Municipal Facility used on or before each anniversary of the Effective Date. Acceptance by Licensor of any payment of the License Fee (or Alternate License Fee, if applicable) shall not be deemed a waiver by Licensor of any breach of this Agreement occurring prior thereto, nor will the acceptance by Licensor of any such payment preclude Licensor from later establishing that a greater amount was actually due or from collecting any balance that is due. As a prerequisite to the payment of License Fee (or Alternate License Fee, if applicable), Licensor hereby agrees to provide to Licensee certain documentation (the "License Documentation") evidencing Licensor's interest in, and right to receive payments under, this Agreement, including without limitation: (i) a complete and fully executed Internal Revenue Service Form W-9, or equivalent, in a form acceptable to Licensee, for any party to whom License Fee payments are to be made pursuant to this Agreement; and (ii) other documentation requested by Licensee in Licensee's reasonable discretion. From time to time during the Term of this Agreement and within thirty (30) days of a written request from Licensee, Licensor agrees to provide updated License Documentation in a form reasonably acceptable to Licensee. 5.3.2 The License Fee (or Alternate License Fee, if applicable) shall be paid by check made payable to the City and mailed or delivered to the City of Santa Ana, Public Works Agency — Administrative Services, P.O. Box 1988, M-21, Santa Ana, CA 92702. The place and time of payment may be changed at any time by Licensor upon thirty (30) days' written notice to Licensee. Mailed payments shall be deemed paid upon the date such payment is officially postmarked by the United States Postal Service. If postmarks are illegible to read, the payment shall be deemed paid upon actual receipt. Licensee assumes all risk of loss and responsibility for Page 8 of 23 25F-38 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D late payment charges if payments are made by mail. Notwithstanding the foregoing, upon agreement of the parties, Licensee may pay the License Fee (or Alternate License Fee, if applicable) by electronic funds transfer and if agreed, the Licensor will provide to Licensee bank routing information for such purpose upon request of Licensee. 5.4 Delinquent Payment. A ten percent (10%) late fee shall be added to the License Fee (or Alternate License Fee, if applicable) if not received by Licensor within thirty (30) calendar days after the due date. In addition, all unpaid fee shall accrue interest on the amount due at the rate of ten percent (10%) per annum accruing as of the first day following the expiration of the foregoing 30-day period until paid in full. All late charges and interest payments shall become License Fee (or Alternate License Fee, if applicable) under this Agreement. 5.5 Additional Remedies. The late fee set forth in Section 5.4 above is not exclusive, and does not preclude the Licensor from pursuing any other or additional remedies in the event that payments become overdue by more than 30 days. 6. CONSTRUCTION. Licensee shall comply with all applicable federal, state, and local codes related to the construction, installation, operation, maintenance, and control of Licensee's Equipment installed on Municipal Facilities, including the installation of Replacement Facilities where authorized. Except as provided in Section 6.7, Licensee shall not attach, install, maintain, or operate any Equipment on Municipal Facilities without the prior written approval of an authorized representative of the Licensor for each location as evidenced in a signed Supplement. Licensee shall keep the Municipal Facilities free and clear from any liens arising out of any work performed, material furnished or obligations incurred by or for Licensee. 6.1 Installation and Operation. On a quarterly basis, Licensee must furnish to Licensor a current list and map that identifies the exact location of the Equipment in or on the Municipal Facility. That information must be provided in a format established by the Licensor and that is compatible with Licensor's information technology, including but not limited to ESRI compatible GIS shapefiles. 6.2 Design Standards. The Equipment and any Replacement Facility shall comply with the standards and guidelines for wireless facilities in the public right-of-way established by the Director of Public Works pursuant to Section 33-234 of the Santa Ana Municipal Code. All future Supplements, Supplement renewals, and modifications to existing Equipment shall be subject to such updated standards. 6.3 Obtaining Required Permits. Licensee acknowledges that in addition to a signed Supplement, each installation of Equipment and maintenance shall also be subject to then -current City permitting requirements as set out in the City's Municipal Code. Licensee agrees to comply with the current applicable ordinances regarding such installations and maintenance as well as any future regulations that may be adopted by the City respecting such installations and maintenance. Licensee shall apply for the appropriate permits and pay any standard and customary permit fees. 6.4 Make Ready 6.4.1 Make Ready Work and Costs Page 9 of 23 25F-39 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D (a) Licensee shall bear responsibility for all Make -Ready work. If Licensee or a Person other than Licensor or Licensee acting on Licensee's behalf would have to rearrange or adjust any of its facilities in order to accommodate a new Equipment, Licensee shall be responsible, at Licensee's sole expense, to coordinate such activity. Licensee shall be responsible for directly paying such other Person for its charges for the same. (b) The Equipment shall be conditioned on the completion of all Make - Ready Work needed to establish full compliance with NESC, and with Licensor's regulatory rules and engineering standards; provided, however, that Licensee shall not be responsible for any third - party or Licensor costs necessary to correct third party or Licensor attachments that are non- compliant at the time of Licensee's Application. If Licensee is requested by another Person, in comparable circumstances, to relocate or adjust any Equipment to accommodate that Person's facilities, subject to Licensor's written approval of such relocation, Licensee shall reasonably cooperate with such request. 6.4.2 Notification of Completion of Installation. Within twenty (20) business days of completing the installation of Equipment on each Municipal Facility, Licensee shall notify Licensor of such completion. 6.5 Replacement Facilities 6.5.1 Ownership of Replacement Facilities Licensor shall own any approved Replacement Facility. Where needed, Licensee shall cooperate with Licensor to transfer ownership and any associated manufacturers' warranties of any Replacement Facility from Licensee to Licensor. 6.5.2 Replacement Facility Provision. Licensee shall be responsible for providing and installing any approved Replacement Facility. 6.6 Damage, Maintenance & Repair. 6.6.1 Licensee shall, at its sole cost and expense and to the satisfaction of the Licensor: (a) remove, repair or replace any of its Equipment that is damaged or becomes detached; and/or (b) repair any damage to ROW, Municipal Facilities, or other property, whether public or private, caused by Licensee, its agents, employees or contractors in their actions relating to attachment, operation, repair or maintenance of Equipment. Licensee shall complete such removal, repair, or replacement within thirty (30) days' of written notice, unless time is extended by Licensor in writing, in its discretion, because Licensee has demonstrated that more time is required for the repairs. 6.6.2 In the event a Replacement Facility needs to be replaced or repaired, Licensee shall conduct this work at Licensee's own expense. hi this case Licensee will notify Licensor at (714) 647-5074 Public Works Agency - Construction & Facilities Management before beginning the work. Page 10 of 23 25F-40 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D 6.6.3 If a Municipal Facility or Replacement Facility with Licensee Equipment on it needs to be cleared from the ROW (for example, due to an accident), Licensor shall perform or cause to be performed that work. If Licensee does not remove, repair, replace, or otherwise remediate damage to its Equipment, a Replacement Facility, or to the ROW, Municipal Facilities or other property as required in this Section, the Licensor shall have the option to perform or cause to be performed such removal, repair, or replacement on behalf of Licensee and shall charge Licensee for the actual costs incurred by the Licensor. If such damage causes a public health or safety emergency, as reasonably determined by the Licensor, the Licensor may immediately perform reasonable and necessary repair or removal work on behalf of Licensee and will notify Licensee as soon as practicable; provided, such repair work shall not include any technical work on Licensee's Equipment. Licensor shall have no obligation to maintain or safeguard the Equipment. 6.6.4 Upon the receipt of a written demand for payment accompanied by supporting documentation for payment by the Licensor pursuant to this Section, Licensee shall within forty-five (45) days of such receipt reimburse the Licensor for such costs. 6.7 Change in Equipment. If Licensee desires to install Equipment which is different in any material way from the then -existing and approved Equipment, then Licensee shall first obtain the written approval for the use and installation of such Equipment from an authorized representative of the Licensor. Any such approval shall take the form of an amendment to the applicable Supplement. In addition to any other submittal requirements, and if requested by Licensor, Licensee shall provide "load" (structural) calculations for Equipment changes. Notwithstanding the foregoing, Licensee may maintain, repair, and make like -kind replacements or modifications to any Equipment that do not increase the size, height, and weight of the Equipment or exceed the structural capacity of the Municipal Facility as established in an approved Supplement without requiring additional Applications or Supplements. 6.8 Relocation and Displacement of Equipment. 6.8.1 This Agreement creates no right in Licensee to receive any relocation assistance or payment for any reason under the Relocation Assistance Act, the Uniform Relocation Assistance Act or under any existing or future law upon any termination of tenancy. 6.8.2 Licensee understands and acknowledges that Licensor may require Licensee to relocate one or more of its Equipment installations. Licensee shall at Licensor's direction and upon ninety (90) days' prior written notice to Licensee, relocate such Equipment at Licensee's sole cost and expense whenever Licensor reasonably determines that the relocation is needed for any of the following purposes: (a) if required for the construction, modification, completion, repair, relocation, or maintenance of a Licensor or other public agency project; (b) because the Equipment is interfering with or adversely affecting proper operation of Licensor -owned Municipal Facilities; or (c) to protect or preserve the public health or safety. In any such case, Licensor shall use reasonable efforts to afford Licensee a reasonably equivalent alternate location. If Licensee shall fail to relocate any Equipment as requested by the Licensor within the ninety (90) days, Licensor shall be entitled to remove or relocate the Equipment at Licensee's sole cost and expense, without further notice to Licensee. Licensee shall pay to the Licensor actual costs and expenses incurred by the Licensor in performing any removal work and Page 11 of 23 25F-41 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D any storage of Licensee's property after removal within thirty (30) days of the date of a written demand for this payment from the Licensor. 6.8.3 To the extent the Licensor has actual knowledge thereof, the Licensor will attempt promptly to inform Licensee of the displacement or removal of any Municipal Facility on which any Equipment is located. 6.9 Unauthorized Equipment. If Licensor discovers any Equipment has been installed on Municipal Facilities without authorization pursuant to a Supplement, Licensor may send an invoice to Licensee for a sum equal to five (5) times the then -current License Fee (or Alternate License Fee, if applicable) as compensation for the unauthorized attachments, and, within sixty (60) days from the date of such invoice, Licensee shall (i) pay the invoiced amount to Licensor and submit an Application for the unauthorized Equipment, or (ii) produce documentation showing Licensor's prior approval of the Equipment identified in the invoice. If, in accordance with this Section, Licensee fails to pay all fees and submit the Application or submit documentation satisfactorily showing Licensor's prior approval within sixty (60) days of Licensor's invoice, Licensor may remove the unauthorized Equipment at Licensee's expense. If Licensor removes such unauthorized Equipment, such Equipment shall become the property of Licensor, who shall have sole rights over such Equipment's disposition. Licensor's removal of unauthorized Equipment shall not release Licensee from its obligation to pay those invoiced fees accruing pursuant to this Section. 6.10 Termination of a Supplement. 6.10.1 Licensee shall have the right to terminate any Supplement on thirty (30) days' notice to Licensor. In the event of such termination, removal of Equipment associated with the terminated Supplement shall be governed by Section 6.11 below and Licensor shall retain any License Fee (or Alternate License Fee, if applicable) paid. 6.10.2 Licensor shall have the right to terminate any Supplement in the following circumstances: (a) if, after installation, Licensor determines the covered Equipment has been inoperative or abandoned for sixty (60) consecutive days, and Licensee does not provide an adequate explanation or commence to cure within thirty (30) days following notice; (b) if Licensee's operation under a particular Supplement is deemed by Licensor to endanger or pose a threat to the public health, safety or welfare or interfere with the normal day-to-day operation of any Licensor department or service; or (c) Licensor is mandated by law, a court order or decision, or the federal, state, or local government to take certain actions that will cause or require the removal of any Equipment. 6.11 Removal of Equipment. Within thirty (30) days after the expiration or earlier termination of a Supplement, Licensee shall promptly, safely and carefully remove the Equipment covered by the terminated or expired Supplement from the applicable Municipal Facility and ROW. Within thirty (30) days after the expiration or earlier termination of the Agreement, Licensee shall promptly, safely and carefully remove all Equipment from all the applicable Municipal Facilities and ROW. If Licensee fails to complete this removal work pursuant to this Section, then the Licensor, upon written notice to Licensee, shall have the right at the Licensor's sole election, but not the obligation, to perform this removal work and charge Licensee for the Page 12 of 23 25F-42 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D actual costs and expenses, including, without limitation, reasonable administrative costs. Licensee shall pay to the Licensor actual costs and expenses incurred by the Licensor in performing any removal work and any storage of Licensee's property after removal within thirty (30) days of the date of a written demand for this payment from the Licensor. After the Licensor receives the reimbursement payment from Licensee for the removal work performed by the Licensor, the Licensor shall promptly make available to Licensee the property belonging to Licensee and removed by the Licensor pursuant to this Section at no liability to the Licensor. If the Licensor does not receive reimbursement payment from Licensee within such thirty (30) days, or if Licensor does not elect to remove such items at the Licensor's cost after Licensee's failure to so remove pursuant to this Section, or if Licensee does not remove Licensee's property within thirty (30) days of such property having been made available by the Licensor after Licensee's payment of removal reimbursement as described above, any items of Licensee's property remaining on or about the ROW, Municipal Facilities, or stored by the Licensor after the Licensor's removal thereof may, at the Licensor's option, be deemed abandoned and the Licensor may dispose of such property in any manner by allowed for by Law. Alternatively, the Licensor may elect to take title to abandoned property, and Licensee shall submit to the Licensor an instrument satisfactory to the Licensor transferring to the Licensor the ownership of such property. The provisions of this Section shall survive the expiration or earlier termination of this Agreement. 6.12 Risk of Loss. Licensee acknowledges and agrees that Licensee, subject to the terms of this Agreement bears all risks of loss or damage or relocation or replacement of its Equipment and materials installed in the ROW or on Municipal Facilities pursuant to this Agreement from any cause, and the Licensor shall not be liable for any cost of replacement or of repair to damaged Equipment, including, without limitation, damage caused by the Licensor's removal of the Equipment, except to the extent that such loss or damage was caused by the willful misconduct or negligence of the Licensor, including, without limitation, each of its elected officials, department directors, managers, officers, agents, employees, and contractors, subject to the limitation of liability provided in Section 7.3 below. 6.13 Hazardous Substances. Licensee agrees that Licensee, its contractors, subcontractors, and agents, will not use, generate, store, produce, transport, or dispose any Hazardous Substance on, under, about or within the area of a ROW or Municipal Facility in violation of any Law. Except to the extent of the gross negligence or intentional misconduct of Licensor, Licensee will pay, indemnify, defend, and hold Licensor harmless against and to the extent of any loss or liability incurred by reason of any Hazardous Substance produced, disposed of, or used by Licensee pursuant to this Agreement. Licensee will ensure that any on -site or off - site storage, treatment, transportation, disposal or other handling of any Hazardous Substance will be performed by persons who are properly trained, authorized, licensed and otherwise permitted to perform those services. 6.14 Inspection. On an annual basis, Licensor will conduct regular safety inspections and oversight of Equipment on Municipal Facilities. Licensee shall have the right to be present at and observe any such inspections. Licensee shall pay Licensor for its reasonable costs for such safety inspections and oversight ("Annual Small Cell Compliance Inspection and Program Oversight Fee"), as fixed by Licensor's Miscellaneous Fees Schedule that is in effect at the time such payment is due. Licensee shall pay Licensor this fee together with every payment of the Page 13 of 23 25F-43 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D License Fee (or Alternate License Fee, if applicable), and the fee shall be subject to the same adjustments and proration as the License Fee (or Alternate License Fee, if applicable). 6.15 Access. Licensee shall have access to the Equipment for non -emergency purposes, between the hours of 7:00 am and 5:00 pm weekdays (excluding holidays), unless a required permit further limits the access hours. Prior to Licensee accessing its Equipment, Licensee shall provide email notice, at least 24 hours in advance, to the Licensor at the following email address: smallcells@santa-ana.org. In the event of an emergency at anytime, Licensee will, if time permits, attempt to provide prior telephonic notice to the Licensor at the following telephone number: (714) 647-3380. It is responsibility of Licensee to coordinate its access with other users of the same Municipal Facility. 7. INDEMNIFICATION AND WAIVER. Licensee agrees to indemnify, defend, protect, and hold harmless the Licensor, its council members, officers, employees, agents and contractors from and against any and all claims, demands, losses, including pole warranty invalidation, damages, liabilities, lines, charges, penalties, administrative and judicial proceedings and orders, judgments, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense (collectively, the "Losses") to the extent arising from, resulting from or caused by Licensee's activities undertaken pursuant to this Agreement, except to the extent arising from or caused by the negligence or willful misconduct of the Licensor, its council members, officers, employees, agents, or contractors. Licensee's obligation to indemnify and hold harmless excludes only such claim, loss or liability that is due to the sole negligence or willful misconduct of Licensor. 7.1 Waiver of Claims. Licensee waives any and all claims, demands, causes of action, and rights it may assert against the Licensor on account of any loss, damage, or injury to any Equipment or any loss or degradation of the Services as a result of any event or occurrence which is beyond the reasonable control of the Licensor. 7.2 Waiver of Subrogation. Licensee hereby waives and releases any and all rights of action for negligence against Licensor which may hereafter arise on account of damage to Equipment, Municipal Facilities or to the ROW, resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the Licensee. This waiver and release shall apply between the parties and they shall also apply to any claims under or through either party as a result of any asserted right of subrogation. All such policies of insurance obtained by Licensee concerning the Municipal Facilities, Equipment or the ROW shall waive the insurer's right of subrogation against the Licensor. 7.3 Limitation on Consequential Damages. Neither party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. S. PERFORMANCE BOND. In order to secure the performance of its obligations under this Agreement, Licensee will provide the following security instrument to the Licensor: Page 14 of 23 25F-44 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D 8.1 Performance Bond. Prior to the commencement of any work under this Agreement, Licensee must provide a performance bond running to the Licensor according to this Section 8.1. The amount of the Bond shall be based on the number of attachments in the following amounts: Number of Municipal Facilities Required Security 1-50 $50,000 51-100 $75,000 101-300 $100,000 301-1000 $150,000 Greater than 1000 $200,000 The performance bond is conditioned upon the faithful performance by Licensee of all the terms and conditions of this Agreement and upon the further condition that if Licensee fails to comply with any terms or conditions governing this Agreement, there shall be recoverable jointly and severally from the principal and surety of the bond any damage or loss suffered by the Licensor as a result, including the full amount of any compensation, indemnification, or costs of removal or abandonment of Licensee's property, plus costs and reasonable attorneys' fees up to the full amount of the performance bond. Licensee will keep the performance bond in place during the term of this Agreement. This bond shall also fulfill the requirements of Section 33-240(c)(7) of the Santa Ana Municipal Code or any similar successor code provision, but only as pertaining to Licensee's Equipment on Municipal Facilities. 8.2 Assessment of the Bond. Upon Licensee's failure to pay the Licensor any amount owing under this Agreement, the performance bond may be assessed by the Licensor for purposes including, but not limited to: (a) Reimbursement of costs borne by the Licensor to correct violations of the Agreement not corrected by Licensee, after Licensor provides notice and a reasonable opportunity to cure such violations. This shall include but not be limited to removal of Equipment. (b) To provide monetary remedies or to satisfy damages assessed against Licensee due to a material breach of this Agreement. 8.3 Restoration of the Bond. Licensee must deposit a sum of money or a replacement instrument sufficient to restore the performance bond to its original amount within 30 days after written notice from the Licensor that any amount has been recovered from the performance bond. Failure to restore the bond to its full amount within thirty (30) days will constitute a material breach of this Agreement. Licensee will be relieved of the foregoing requirement to replenish the bond during the pendency of an appeal from the Licensor's decision to draw on the performance bond. 8.4 Required Endorsement. The performance bond is subject to the approval of the Licensor and must contain the following endorsement: "This bond may not be canceled until sixty (60) days after receipt by the Licensor, by registered mail, return receipt requested, of a written notice of intent to cancel or not to renew. " Page 15 of 23 25F-45 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D 8.5 Reservation of Licensor Rights. The rights reserved by the Licensor with respect to the performance bond are in addition to all other rights and remedies the Licensor may have under this Agreement or any other law. 8.6 Admitted Surety Insurer. The surety supplying the bond shall be an "admitted surety insurer", as defined in California Code of Civil Procedure Section 995.120 and authorized to do business in the State of California. 8.7 Cash Deposit. In lieu of obtaining a performance bond, Licensee shall have the right to instead deposit a cash deposit with Licensor securing Licensee's obligations under this Agreement. 9. INSURANCE. Licensee shall obtain and maintain at all times during the term of this Agreement insurances of the types and in the amounts specified by Licensor from time to time, or if not specified, the amounts in this Section 9: Commercial General Liability insurance with a limit of two million dollars ($2,000,000) per occurrence for bodily injury and property damage and five million dollars ($5,000,000) general aggregate including premises -operations, contractual liability, personal injury and products completed operations; and Commercial Automobile Liability insurance covering all owned non -owned and hired vehicles with a limit of one million dollars ($1,000,000) each accident for bodily injury and property damage. The Commercial General Liability insurance policy shall name the Licensor, its council members, officers, and employees as additional insured in respect to any covered liability arising out of Licensee's performance of work under this Agreement. Coverage shall be in an occurrence form and in accordance with the limits and provisions specified herein. Upon receipt of notice from its insurer, Licensee shall use its best efforts to provide the Licensor with thirty (30) days prior written notice of cancellation. Licensee shall be responsible for notifying the Licensor of such change or cancellation. 9.1 Filing of Certificates and Endorsements. Prior to the commencement of any work pursuant to this Agreement, Licensee shall file with the Licensor the required certificate(s) of insurance with blanket additional insured endorsements, which shall state the following: (a) the policy number; name of insurance company; name and address of the agent or authorized representative; name and address of insured; project name; policy expiration date; and specific coverage amounts; (b) that Licensee's Commercial General Liability insurance policy is primary as respects any other valid or collectible insurance that the Licensor may possess, including any self -insured retentions the Licensor may have; and any other insurance the Licensor does possess shall be considered excess insurance only and shall not be required to contribute with this insurance; and (c) that Licensee's Commercial General Liability insurance policy waives any right of recovery the insurance company may have against the Licensor. The certificate(s) of insurance with endorsements and notices shall be mailed to the Licensor at the address specified in Section 10 below. Page 16 of 23 25F-46 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D 9.2 Workers' Compensation Insurance. Licensee shall obtain and maintain at all times during the term of this Agreement statutory workers' compensation and employer's liability insurance in an amount not less than the amount required by statute and shall furnish the Licensor with a certificate showing proof of such coverage. 9.3 Insurer Criteria. Any insurance provider of Licensee shall be admitted and authorized to do business in the State of California and shall carry a minimum rating assigned by A.M. Best & Company's Key Rating Guide of "A" Overall and a Financial Size Category of "VIL" 9.4 Severability of Interest. "Severability of interest" or "separation of insureds" clauses shall be made a part of the Commercial General Liability and Commercial Automobile Liability policies. 10. NOTICES 10.1 Method and Delivery of Notices. All notices which shall or maybe given pursuant to this Agreement shall be in writing and delivered personally or transmitted (a) through the United States mail, by registered or certified mail, postage prepaid; or (b) by means of prepaid overnight delivery service, addressed as follows: If to the Licensor: CITY OF SANTA ANA, CA Public Works Agency 20 Civic Center Plaza, M-22 Santa Ana, CA, 92701 Attn: Executive Director If to Licensee: CROWN CASTLE FIBER LLC CIO CROWN CASTLE 2000 Corporate Drive Canonsburg, PA 15317 Attn: Ken Simon, General Counsel With a copy to Crown Castle Fiber LLC 2000 Corporate Drive Canonsburg, PA 15317 Attn: SCN Contracts Management 10.2 Date of Notices; Changing Notice Address. Notices shall be deemed given upon receipt in the case of personal delivery, three days after deposit in the mail, or the next business day in the case of overnight delivery. Either party may from time to time designate any other address for this purpose by written notice to the other party delivered in the manner set forth above. 11. DEFAULT; CURE; REMEDIES. 11.1 Licensee Default and Notification. This Agreement is granted upon each and every condition herein and each of the conditions is a material and essential condition to the granting of this Agreement. Except for causes beyond the reasonable control of Licensee, if Page 17 of 23 25F-47 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D Licensee fails to comply with any of the conditions and obligations imposed hereunder, and if such failure continues for more than thirty (30) days after written demand from the Licensor to commence the correction of such noncompliance on the part of Licensee, the Licensor shall have the right to revoke and terminate this Agreement, if such failure is in relation to the Agreement as whole, or any individual Supplement, if such failure is in connection solely with such Supplement, in addition to any other rights or remedies set forth in this Agreement or provided by law. 11.2 Cure Period. If the nature of the violation is such that it cannot be fully cured within thirty (30) days due to circumstances not under Licensee's control, the period of time in which Licensee must cure the violation shall be extended for such additional time reasonably necessary to complete the cure, provided that: (a) Licensee has promptly begun to cure; and (b) Licensee is diligently pursuing its efforts to cure. The Licensor may not maintain any action or effect any remedies for default against Licensee unless and until Licensee has failed to cure the breach within the time periods provided in these Sections 11.1 and 11.2. 11.3 Licensor Default. If Licensor breaches any covenant or obligation of Licensor under this Agreement in any manner and if Licensor fails to commence to cure such breach within thirty (30) days after receiving written notice from Licensee specifying the violation (or if Licensor fails thereafter to diligently prosecute the cure to completion), then Licensee may enforce any and all of its rights and/or remedies provided under this Agreement or by law or it may (although it shall not be obligated to) cure Licensor's breach and/or perform Licensor's obligations (on Licensor's behalf and at Licensor's expense) and require Licensor to reimburse to Licensee all reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with such cure and/or performance. 12. ASSIGNMENT AND CUSTOMER EQUIPNMNT. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties. 12.1 Licensee shall not assign this Agreement or its rights or obligations to any firm, corporation, individual, or other entity, without the prior written consent of Licensor. Notwithstanding the foregoing, Licensee may assign or transfer the rights and privileges granted herein to any parent or subsidiary of Licensee, to an entity with or into which Licensee may merge or consolidate, to an entity which Licensee is controlled by, or is under common control with such entity, or to any purchaser of all or substantially all of the assets of Licensee with prior notice to Licensor but without the requirement for Licensor approval, so long as the successor provides written confirmation to Licensor that it is then fully liable to the Licensor for compliance with all terms and conditions of this Agreement. The Licensee shall reimburse the Licensor for all direct and indirect costs and expenses reasonably incurred by the Licensor in considering a request to transfer or assign this Agreement. 12.2 Licensee need not own all components of Equipment subject to this Agreement, and may permit its customers to maintain ownership of Equipment components. However, (1) all Equipment must be wholly under the control and management of Licensee; and Licensee shall be liable for all acts or omissions, and all harms associated with the Equipment whether the same are its acts or omissions, or the acts or omissions of the owner of the Equipment; and (2) Licensee acknowledges and agrees that no rights of ownership in Equipment by Licensee's customers shall permit any such customer to enter upon, or use the any portion of the Municipal Facilities or the Page 18 of 23 25F-48 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D Equipment, in any other manner or at any other place, including to add to, or modify or install Equipment, which shall be Licensee's sole responsibility. Further, Licensee may not install Equipment it does not own on Municipal Facilities, unless the entity for on whose behalf the Equipment has been installed acknowledges and agrees, in a form acceptable to the Licensor: that the Licensor has not granted it a consent to be in the ROW for any purpose; that it is bound by Licensee's representations, obligations and duties hereunder; that it shall have no rights or claims against the Licensor of any sort related to the Equipment or Municipal Facilities; that its Equipment may be subject to taxes, fees or assessments as provided in the Laws or the Agreement, and that Licensor may treat any Equipment owned by such entity as if it were owned by Licensee for all purposes (including, but not limited to, removal and relocation); and that the Equipment may only be used for the purposes and uses permitted herein. Such acknowledgement may be provided for all Equipment on Municipal Facilities, and need not be provided separately, site by site. 13. REcoRDs; AUDITS. 13.1 Records Required by Code. Licensee will maintain complete records pursuant to all applicable Laws. 13.2 Additional Records. The Licensor may require such additional reasonable non - confidential information, records, and documents from Licensee from time to time as are appropriate in order to reasonably monitor compliance with the terms of this Agreement. 13.3 Production of Records. Licensee shall provide such records within twenty (20) business days of a request by the Licensor for production of the same unless additional time is reasonably needed by Licensee, in which case, Licensee shall have such reasonable time as needed for the production of the same. If any person other than Licensee maintains records on Licensee's behalf, Licensee shall be responsible for making such records available to the Licensor for auditing purposes pursuant to this Section. 13.4 Public Records. Licensee acknowledges that information submitted to Licensor may be open to public inspection and copying under California law. 14. MISCELLANEOUS PROVISIONS. The provisions that follow shall apply generally to the obligations of the parties under this Agreement. 14.1 Waiver of Breach. The waiver by either party of any breach or violation of any provision of this Agreement shall not be deemed to be a waiver or a continuing waiver of any subsequent breach or violation of the same or any other provision of this Agreement. 14.2 Contacting Licensee. Licensee shall be available to the staff and/or employees of any Licensor department having jurisdiction over Licensee's activities 24 hours a day, seven days a week, regarding problems or complaints resulting from the attachment, installation, operation, maintenance, or removal of the Equipment. The Licensor may contact by telephone the Licensee's network control center operator at telephone number 888-632-0931. 14.3 Governing Law; Jurisdiction. This Agreement shall be governed and construed by and in accordance with the laws of the State of California, without reference to its conflicts of Page 19 of 23 25F-49 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D law principles. If suit is brought by a party to this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of Orange County, California. 14.4 Change Of Law. If any provision of this Agreement is found to be unenforceable in a final judicial or administrative proceeding, the Parties shall enter into good faith negotiations with the intent of reaching an agreement that would place the Parties substantially in the same position as if this Agreement were fully enforceable. If the negotiations do not result in agreement between the parties within sixty days from the date of the final decision referred to in the preceding sentence, then either Party may call for binding arbitration within a further thirty days. Such arbitration shall have the goal of placing the Parties in the same positions they would occupy if this Agreement had been fully enforceable. The Parties shall select an independent, mutually acceptable arbitrator, who shall have available the full range of appropriate remedies. The arbitrator's decision shall be final and binding on both parties. The parties will each pay their own costs to appear before the arbitrator and will share the arbitrator's costs equally. 14.5 Force Majeure. Except for payment of amounts due, neither Party shall have any liability for its delays or its failure of performance due to: fire, explosion, pest damage, power failures, strikes or labor disputes, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, or other causes reasonably beyond its control, whether or not similar to the foregoing. 14.6 Attorneys' Fees. Should any dispute arising out of this Agreement lead to litigation, the prevailing party shall be entitled to recover its costs of suit, including (without limitation) reasonable attorneys' fees. 14.7 "AS IS" condition of Municipal Facilities. Municipal Facilities licensed to Licensee pursuant to this Agreement are licensed to and accepted by Licensee "as is" and with all faults. The Licensor makes no representation or warranty of any kind as to the present or future condition of or suitability of the Municipal Facilities for Licensee's use and disclaims any and all warranties express or implied with respect to the physical, structural, or environmental condition of the Municipal Facilities and the merchantability or fitness for a particular purpose. Licensee is solely responsible for investigation and determination of the condition and suitability of any Municipal Facility for Licensee's intended use. 14.8 Representations and Warranties. Each of the parties to this Agreement represents and warrants that it has the full right, power, legal capacity, and authority to enter into and perform the party's respective obligations hereunder and that such obligations shall be binding upon such party without the requirement of the approval or consent of any other person or entity in connection herewith, except as provided in Section 4.2 above. This Agreement shall not be revocable or terminable except as expressly permitted herein. 14.9 Amendment of Agreement. This Agreement may not be amended except pursuant to a written instrument signed by both parties. 14.10 Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter herein. There are no representations, agreements, or Page 20 of 23 25F-50 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D understandings (whether oral or written) between or among the parties relating to the subject matter of this Agreement which are not fully expressed herein. In witness whereof, and in order to bind themselves legally to the terms and conditions of this Agreement, the duly authorized representatives of the parties have executed this Agreement as of the Effective Date. 14.11 Non -Exclusive Remedies. No provision in this Agreement made for the purpose of securing enforcement of the terms and conditions of this Agreement shall be deemed an exclusive remedy or to afford the exclusive procedure for the enforcement of said terms and conditions, but the remedies herein provided are deemed to be cumulative. 14.12 No Third -Party Beneficiaries. It is not intended by any of the provisions of this Agreement to create for the public, or any member thereof, a third -party beneficiary right or remedy, or to authorize anyone to maintain a suit for personal injuries or property damage pursuant to the provisions of this Agreement. The duties, obligations, and responsibilities of the Licensor with respect to third parties shall remain as imposed by state law. 14.13 Construction of Agreement. The terms and provisions of this Agreement shall not be construed strictly in favor of or against either party, regardless of which party drafted any of its provisions. This Agreement shall be construed in accordance with the fair meaning of its terms. 14.14 Effect of Acceptance. Licensee (a) accepts and agrees to comply with this Agreement and all applicable federal, state and local laws and regulations; (b) agrees that this Agreement was entered into pursuant to processes and procedures consistent with applicable law; and (c) agrees that it will not raise any claim to the contrary or allege in any claim or proceeding against the Licensor that at the time of acceptance of this Agreement any provision, condition or term of this Agreement was unreasonable or arbitrary, or that at the time of the acceptance of this Agreement any such provision, condition or term was void or unlawful or that the Licensor had no power or authority to make or enforce any such provision, condition or term. 14.15 Time is of the Essence. Time is of the essence with regard to the performance of all of Licensee's obligations under this Agreement. 14.16 Taxes. Licensee shall be responsible for payment of all fees and taxes charged in connection with the right, title, and interest in and construction, installation, maintenance, and operation of Equipment for the purposes set forth herein. 14.17 Tax Notice. Licensor hereby provides notice pursuant to California Revenue and Taxation Code Section 107.6, and Licensee acknowledges that this Agreement may create a possessory interest and Licensee may be subject to property taxes levied on such interest, as described in California Revenue and Taxation Code Section 107.6. Licensee shall pay directly to the appropriate authority, when due, all real and personal property taxes, fees and assessments, assessed against the area licensed and the Equipment. 14.18 Counterparts. This Agreement (and any Supplement) may be executed in multiple counterparts, including by electronic means, each of which shall be deemed an original, and all such counterparts once assembled together shall constituted one integrated instrument. Page 21 of 23 25F-51 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D [Signature page to follow] Page 22 of 23 25F-52 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D IN WITNESS TBEREOF, the parties hereto have caused this Agreement to be legally executed in duplicate effective as of the Effective Date as defined in the introductory paragraph to this Agreement. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney BY: �4 (ll'. -F,,,,,. ,& JO N M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA Executive Director Public Works Agency Exhibits: Exhibit A — Supplement Exhibit B — Application Licensor: CITY OF SANTA ANA KRISTINE RIDGE City Manager Licensee: Crown Castle Fiber LLC DocuSigned by: BY: �ggg�gg�g Michael Tuma Manager - Contract Execution Page 23 of 23 25F-53 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D EXHIBIT A FORM OF SUPPLEMENT This Supplement ("Supplement'), is approved by Licensor this day of 20 (the date executed by all parties, referred herein as "Supplement Effective Date"). 1. Supplement. Licensee has submitted an application for approval to use a Municipal Facility pursuant to that certain Municipal Facility License Agreement between Licensor and Licensee dated , 20 ("Agreement'). Licensor has reviewed the application and grants approval subject to the terms of this Supplement. All of the terms and conditions of the Agreement are incorporated hereby by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement and this Supplement, the terms of this Supplement shall govern. Capitalized terms used in this Supplement shall have the same meaning described for them in the Agreement unless otherwise indicated herein. IF THE SUPPLEMENT IS NOT COUNTER -SIGNED BY LICENSEE AND RETURNED TO LICENSOR WITHIN 30 DAYS AFTER LICENSOR HAS GRANTED APPROVAL, THE SUPPLEMENT SHALL BE VOID AND OF NO LEGAL EFFECT. IF LICENSEE STILL WANTS TO USE THE MUNICIPAL FACILITY, LICENSEE WILL BE REQUIRED TO SUBMIT A NEW APPLICATION AND ASSOCIATED FEES. 2. Licensed Area Description and Location. Licensee shall have the right to use the space on the specific Municipal Facility (the "Licensed Area") depicted in Attachment 1 attached hereto to install Equipment as further listed in Attachment 2 attached hereto. 3. Equipment. The Equipment to be installed at the Licensed Area is described and depicted in Attachment 1. 4. Term. The term of this Supplement shall commence on the Supplement Effective Date and continue for the life of the Agreement, as described in Paragraph 2 of the Agreement. 5. License Fee/Alternate License Fee. The initial fee for this Supplement shall be as follows per year: . This fee is subject to annual increase as provided in the Agreement, and is payable in accordance with the Agreement. 6. Performance Bond. The Performance Bond [circle one] is / is not covered by existing performance bond. If not covered by existing performance bond, a bond is required pursuant to Section 8 of the Agreement. 7. Miscellaneous. [Signature page follows] 25P154 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D IN WITNESS THEREOF, the parties hereto have caused this Supplement to be legally executed in duplicate, effective upon execution by both parties. Accepted: Licensor: CITY OF SANTA ANA, CA By: Name: Title: _ Date: Licensee: By: Name: Title: _ Date: Attachments: Attachment 1 —Licensed Area Attachment 2 — Equipment List and Description 25 �55 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D Attachment 1 Licensed Area [site plan showing licensed area of applicable Municipal Facility and showing proposed Equipment installation] 25V356 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D Equipment List and Description Attachment 2 250457 DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D APPLICATION TO USE MUNICIPAL FACILITY Applicant: Date: Licensee: Application/License#: Type of Municipal Facility Alteration Required small CeB Equipment Heights (provide both (1) theoverall height ofpole structure with added facilities; and (2) the height of individual facilities) small CeB and Base Equipment Weights small Cell And Base Equipment Dimensions Location of Any Additional Equipment [street light] [Pole [Installed on Pole, specify [traffic light] Reinforcement] attachment height, weight [other, [Pole and dimensions] specify] Replacement] [Installed on/in Ground [None] (Vault), speck dimensions] [Other Location] [Not Applicable/Needed] APPLICANT SHALL PROVIDE THE FOLLOWING AS APPLICABLE: Site plan and engineering design and specifications for installation of Equipment, including the location of radios, antenna facilities, transmitters, equipment shelters, cables, conduit, point of demarcation, backhaul solution, electrical distribution panel, electric meter, and electrical conduit and cabling. Where applicable, the design documents should include specifications on design, pole modification, and ADA compliance. Also indicate whether unmetered electricity is available at the site. • Include a load bearing study that determines whether the pole requires reinforcement or replacement in order to accommodate attachment of proposed Equipment. • If the proposed installation will require reinforcement or replacement of an existing pole, provide applicable design and specification drawings. • The number, size, type and proximity to the facilities of all communications conduit(s) and cables to be installed. • Description of the utility services required to support the facilities to be installed. • List of the contractors and subcontractors, and their contact information, authorized to work on the project. • A check for the applicable Application Fee made payable to the City of Santa Ana (refer to Section 5.1 of the Municipal Facilities License Agreement). APPLICANT SIGNATURE: PRINT NAME: TITLE: 25PI58 Dada Certificate Of Completion Envelope Id: 7CD73A603C9D47859DC59A381151512D Subject: 51492896 - City of Santa Ana Municipal Facilities License Agreement Source Envelope: Document Pages: 33 Signatures: 1 Certificate Pages: 2 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-05:00) Eastern Time (US & Canada) Record Tracking Status: Original 5/21/20202:30:45 PM Signer Events Michael Tuma Michael.Tuma@crmncastle.com Contract Execution Manager Crown Castle International Corp. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Michael Tuma Michael.Tuma@crowncastle.com Contract Execution Manager Crown Castle International Corp. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Julia O'Donnell Julia.ODonnell@crmncastle.com Director Contract Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Holder: Erin Bywaters Erin. Bywaters@crowncastle.com Signature CocuSlgned by: "i.4.d T .. 3ssousce03N31.. Signature Adoption: Pre -selected Style Using IP Address: 64.213.130.12 Signature Status Status Status Status Status COPIED Signature Status: Sent Envelope Originator: Erin Bywaters 2000 Corporate Drive Canonsburg, PA 15317 Erin.Bywaters@crmncastle.com IP Address: 64.213.130.12 Location: DocuSign Timestamp Sent: 5/21/2020 3:00:40 PM Viewed: 5/21/2020 3:03:28 PM Signed: 5/21/2020 3:05:02 PM &I fiI.YPA6'IIrYIrRYrbYrLlJi•I Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 5/21/2020 3:05:04 PM a 25F-59 Notary Events Envelope Summary Events Envelope Sent Payment Events Signature Status Hashed/Encrypted Status Timestamp Timestamps 5/21/2020 3:05:04 PM Timestamps 25F-60 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE ADOPT A RESOLUTION AND APPROVE AN AGREEMENT WITH PUBLIC AGENCY RETIREMENT FOR ADMINISTRATIVE, RECORDKEEPING AND COMMUNICATION SERVICES PERTAINING TO THE 3121 (SOCIAL SECURITY ALTERNATIVE) PART TIME- SEASONAL DEFERRED COMPENSATION PLAN (NON -GENERAL FUND) /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Adopt a resolution designating Public Agency Retirement Services (PARS) to continue to provide administrative and recordkeeping services for the City's part- time employee retirement plan. 2. Authorize the City Manager to execute an agreement with Public Agency Retirement Services (PARS) for a period of five years beginning July 1, 2020 and expiring on June 30, 2025 with provisions for two one-year extensions for the period July 1, 2025 and expiring on June 30, 2027, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana and its employees do not participate in Social Security. As such, the City is required to offer a replacement retirement plan. For temporary and seasonal employees, the replacement plan is a Social Security Alternative Plan (Internal Revenue Code §3121 Plan). It is a defined contribution plan, wherein the City contributes 3.75% of wages and the employees contribute 3.75%. PARS is the current plan administrator and manages approximately $4.3 million in participant assets on behalf of 3,120 participants. Request for Proposals (RFP) Process The City retained the consulting services of Benefit Financial Services Group ("BFSG") to work with the Plan Investment Committee ("Committee") to conduct a fiduciary review of its 3121 Part -Time Seasonal Temporary Deferred Compensation Plan, prepare the RFP, and assist with the proposal evaluation process. The Committee comprises of individuals from Finance and Management Services Agency (FMSA) who provide oversight on behalf of plan participants. 55A-1 Agreement with Public Agency Retirement June 2, 2020 Page 2 In February 2020, Staff issued a Request for Proposal (RFP) for administrative, recordkeeping, communication, and investment management services of the City's 3121 Social Security Alternative Plan. The RFP included but not limited to the following criteria categories: • Recordkeeping and Administration • Client and Participant Service • Investment Management • Reasonableness of Costs After careful consideration of the proposals, the Committee selected PARS to continue as the 3121 Social Security Plan provider for the city. Key Highlights of PARS proposal include: • Plan administration is performed in-house (PARS), and the relationship manager is based in Newport Beach • PARS maintains the most number of plans in California with assets less than $25.0 million • Transparent cost -structure, and sufficient liquidity on its primary investment fund • Permanent Data Retention Policy for plan participants • Forty one percent (41 %) fee reduction from existing contract which includes an administration fee range of 0.62% - 1.12% based on assets up to $2.5 million PARS remains one of the few true specialists in the administration of these plans having served more than 500,000 part time, seasonal and temporary employees at 250 plus public agencies over the last thirty six (36) years. PARS, will continue to offer a participant communication plan that includes on -site group education forums and materials supported by locally based staff. Furthermore, PARS provides the City the flexibility to select from a variety of 3121-designed investment portfolios so the City may select a diversified option for participant investment, rather than being limited to long-term Certificates of Deposit and Guaranteed Interest Accounts, as offered by other prospective vendors. Additionally, the investment and fee structure at PARS is the most transparent among the prospective vendors, with sufficient liquidity for the cash equivalent option and clearly identified expense ratios and fees. Moreover, PARS has offered improved service and accountability to the Committee, including the addition of new and expanded quarterly/annual staff reporting, the establishment of secure records through a digital archiving program for participant authorization and beneficiary forms, and the establishment of a new escheatment process for meeting State of California requirements. FISCAL IMPACT There is no fiscal impact associated with this action. Plan participant expenses are paid through the plan assets. Exhibits: 1. Resolution 2. Agreement 3. Trust Document 4. Alternative Retirement Plan 55A-2 EXHIBIT 7 LS 6.2.20 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE RE -APPOINTMENT OF PARS FOR ADMINISTRATIVE AND INVESTMENT SERVICES WITH PARS AS TRUST ADMINISTRATOR OF THE PLAN AND U.S. BANK AS TRUSTEE OF THE PLAN BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana finds determines and declares as follows: A. WHEREAS it was determined to be in the City's best interest and its employees to adopt the City of Santa Ana 3121 Part -Time Social Security Retirement Plan ("the 3121 Plan"), an Alternative to Social Security Plan, administered by Public Agency Retirement Services ("PARS"), for its employees not eligible for membership in the California Public Employees' Retirement System ("CaIPERS"). B. WHEREAS PARS has made a Part -Time Social Security Alternative Retirement Plan available to the City and its employees and qualifies under California Government Code Sections 53215-53224 and 20000, OBRA 90 Section 11332, IRC Sections 3121(b)(7)(F) and 457 and meets the meaning of the term "retirement system" as given by Section 218(b)(4) of the Federal Social Security Act. C. WHEREAS the City issued a Request for Proposals in February 2020 for the record -keeping, communications and investment services for the 3121 Plan and determined that PARS had the most qualified and experienced proposal. D. WHEREAS the City desires to re -appoint PARS as Trust Administrator and Recordkeeper and U.S. Bank as Trustee for the amended and restated City of Santa Ana 3121 Part -Time Social Security Alternative Retirement Plan effective immediately. Section 2. NOW THEREFORE, BE IT RESOLVED THAT: A. The City Council of the City of Santa Ana, pursuant to the City's authority #42262v2 Resolution 2020- 55A-3 Page 1 of 3 does hereby adopt the City of Santa Ana 3121 Part -Time Social Security Alternative Retirement Plan and Trust as the City's alternate to Social Security plan, effective immediately. B. The City Council hereby re -appoints PARS as Trust Administrator and Recordkeeper and U.S. Bank as Trustee for the 3121 Plan effective immediately. C. The City Council hereby re -appoints the Executive Director of Finance and Management Services, or his/her successor or his/her designee as the City's Plan Administrator for the 3121 Plan. D. The City's Plan Administrator is hereby authorized to execute the PARS legal documents on behalf of the City and to take whatever additional actions are necessary to maintain the City's participation in PARS and to maintain compliance with any relevant regulation issued or as may be issued or amended; therefore, authorizing him/her to take whatever additional actions are required to administer the City's PARS 3121 Plan. Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2020. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: tu^c�a- Lisa Storck Assistant City Attorney UW *3 Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers #42262v2 Resolution 2020- 55A-4 Page 2 of 3 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020- to be the original resolution adopted by the City Council of the City of Santa Ana on June _, 2020. Date: Clerk of the Council City of Santa Ana #42262v2 Resolution 2020- 55A-5 Page 3 of 3 EXHIBIT 2 This Amended and Restated Agreement for Administrative Services ("Agreement") is made this 2 day of June , 2020 between Phase II Systems, a corporation organized and existing under the laws of the State of California, doing business as Public Agency Retirement Services and PARS (hereinafter "PARS") and the City of Santa Ana ("Agency"). WHEREAS, Agency adopted the City of Santa Ana 3121 Part -Time Social Security Alternative Retirement Plan (the "Plan") effective December 19, 2011, in conjunction with the PARS Trust Document ("PARS Trust"), with PARS as Trust Administrator to the PARS Trust, to provide administrative services; WHEREAS, Agency and PARS desire to amend and restate the original agreement, entered into on December 19, 2011, to provide administrative services and to modify certain terms and conditions thereof, including but not limited to Force Majeure, Exhibit 113, Fees for Services and Exhibit 1D, Portal; WHEREAS, by written resolution and pursuant to Sections 1.1 and 2.1 of the PARS Trust, the Agency's governing body appointed by position or title a Plan Administrator to act on its behalf in all matters relating to the Plan and PARS Trust ("Plan Administrator"); WHEREAS, pursuant to Section 3.3 of the PARS Trust, the Agency has the power to delegate certain duties related to the Plan, and PARS accepts those duties pursuant to the terms contained in the Agreement, and that this Agreement represents the entire delegation of duties to PARS from the Agency with regards to the Plan; WHEREAS, PARS accepts the terms of this Agreement with the understanding by the Agency and Plan Administrator that PARS does not hold custody of any assets of the Plan, and does not have any independent authority or discretion for the investment, distribution or escheatment of Plan assets without the express consent of, and direction from the Plan Administrator. NOW THEREFORE, THE PARTIES AGREE: 1. Services. PARS will provide the services pertaining to the Plan as described in the exhibits attached hereto as "Exhibit 1A" ("Services") and Exhibit 1D ("Portal") in a timely manner, subject to the further provisions of this Agreement. 2. Fees for Services. PARS will be compensated for performance of the Services as described in the exhibit attached hereto as "Exhibit 113". 3. Payment Terms. Payment for the Services will be remitted directly from Plan assets unless the Agency chooses to make payment directly to PARS. In the event that the Agency chooses to make payment directly to PARS, it shall be the responsibility of the Agency to remit payment directly to PARS based upon an invoice prepared by PARS and delivered to the Agency. If payment is not received by PARS within thirty (30) days of the invoice delivery date, the balance due shall bear interest at the rate of 1.5% per month. If payment is not received from the Agency within sixty (60) days of the invoice delivery date, payment plus accrued interest will be remitted directly from Plan assets, unless PARS has previously received written communication #39554v2 55A-6 disputing the subject invoice that is signed by a duly authorized representative of the Agency. 4. Fees for Services Beyond Scope. Fees for services beyond those specified in this Agreement will be billed to the Agency at the rates indicated in the PARS standard fee schedule in effect at the time the services are provided and shall be payable as described in Section 3 of this Agreement. Before any such services are performed, PARS will provide the Agency with a detailed description of the services, terms, and applicable rates for such services. Such services, terms, and applicable rates shall be agreed upon in writing and executed by both parties. 5. Information Furnished to PARS. PARS will provide the Services contingent upon the Agency providing PARS the information specified in the exhibit attached hereto as "Exhibit 1C" ("Data"). It shall be the responsibility of the Agency to certify the accuracy, content and completeness of the Data so that PARS may rely on such information without further audit. It shall further be the responsibility of the Agency to deliver the Data to PARS in such a manner that allows for a reasonable amount of time for the Services to be performed. Unless specified in Exhibit IA and Exhibit 1D, PARS shall be under no duty to question Data received from the Agency, to compute contributions made to the Plan, to determine or inquire whether contributions are adequate to meet and discharge liabilities under the Plan, or to determine or inquire whether contributions made to the Plan are in compliance with the Plan or applicable law. In addition, PARS shall not be liable for non performance of Services if such non performance is caused by or results from erroneous and/or late delivery of Data from the Agency. In the event that the Agency fails to provide Data in a complete, accurate and timely manner and pursuant to the specifications in Exhibit 1C, and this goes uncured for sixty (60) days after having received written notice of such deficiency, PARS reserves the right, notwithstanding the further provisions of this Agreement, to terminate this Agreement upon no less than thirty (30) days written notice to the Agency. 6. Suspension of Contributions. In the event contributions are suspended, either temporarily or permanently, prior to the complete discharge of PARS' obligations under this Agreement, PARS reserves the right to bill the Agency for Services under this Agreement at the rates indicated in PARS' standard fee schedule in effect at the time the services are provided, subject to the terms established in Section 3 of this Agreement. Before any such services are performed, PARS will provide the Agency with written notice of the subject services, terms, and an estimate of the fees therefore. 7. Plan Distributions. The Plan Administrator is responsible for notifying PARS of any Participant's eligibility for a distribution, and PARS accepts the Plan Administrator's contractual delegation of distribution processing and certain escheatment responsibilities. PARS is entitled to rely on, and is under no duty whatsoever to audit the efficacy of the Agency's procedures for identifying an employee's change -in -status or eligibility for a distribution. 8. Non -Contribution Reports. PARS prepares and submits a periodic Non - Contribution report to the Plan Administrator which includes all Participants who have received no new contributions for a period of time, as specified by the Plan #39554v2 55A-7 Administrator. PARS is not obligated by law or otherwise to provide a Non - Contribution report and this report in no way obligates PARS to generate distributions without specific instruction from the Agency's Plan Administrator as outlined in Section 7. 9. Escheatment of Unclaimed Accounts. PARS will administer the escheatment of Participant accounts, which are deemed unclaimed pursuant to applicable state and federal laws, under the conditions further described in the provisions of this Agreement. It is acknowledged by the Agency and Plan Administrator that any escheatment duties that PARS has, arise only as a result of contractual, not statutory, obligations that PARS accepts as a delegatee of the Plan Administrator, as contained in this Agreement. For the purposes of determining the timing of distributability under any unclaimed property law, a Participant account becomes "payable or distributable" as of the date on which the Plan Administrator notifies PARS, in an acceptable form of notification, of a change -in -status together with the proper authorization to commence the distribution process. 10. Records. Throughout the duration of this Agreement, and for a period of five (5) years after termination of this Agreement, PARS shall provide duly authorized representatives of Agency access to all records and material relating to calculation of PARS' fees under this Agreement. Such access shall include the right to inspect, audit and reproduce such records and material and to verify reports furnished in compliance with the provisions of this Agreement. All information so obtained shall be accorded confidential treatment as provided under applicable law. 11. Confidentiality. Without the Agency's consent, PARS shall not disclose any information relating to the Plan except to duly authorized officials of the Agency, subject to applicable law, and to parties retained by PARS to perform specific services within this Agreement. The Agency shall not disclose any information relating to the Plan to individuals not employed by the Agency without the prior written consent of PARS, except as such disclosures may be required by applicable law. 12.Independent Contractor. PARS is and at all times hereunder shall be an independent contractor. As such, neither the Agency nor any of its officers, employees or agents shall have the power to control the conduct of PARS, its officers, employees or agents, except as specifically set forth and provided for herein. PARS shall pay all wages, salaries and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 13. Indemnification. PARS and Agency hereby indemnify each other and hold the other harmless, including their respective officers, directors, employees, agents and attorneys, from any claim, loss, demand, liability, or expense, including reasonable attorneys' fees and costs, incurred by the other as a consequence of PARS' or Agency's, as the case may be, acts, errors or omissions with respect to the performance of their respective duties hereunder. However nothing contained herein shall result in any liability express or implied on behalf of PARS for any plan inadequacies, negligent plan administration or any claim and/or loss arising out of #39554v2 55A-8 such plan inadequacies and/or negligent plan administration by any plan and/or trust administrator prior to the retention of PARS as the Trust Administrator pursuant to the terms and conditions of this Agreement. 14. Compliance with Applicable Law. The Agency shall observe and comply with federal, state and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding the administration of the Plan. PARS shall observe and comply with federal, state and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding Plan administrative services provided under this Agreement. 15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event any party institutes legal proceedings to enforce or interpret this Agreement, venue and jurisdiction shall be in any state court of competent jurisdiction. 16. Force Majeure. When a party's nonperformance hereunder was beyond the control and not due to the fault of the party not performing, a party shall be excused from performing its obligations under this Agreement during the time and to the extent that its performance is prevented by such cause. Such cause shall include, but not be limited to: any incidence of fire, flood, acts of God or unanticipated communicable disease, acts of terrorism or war commandeering of material, products, plants or facilities by the federal, state or local government, a material act or omission by the other party or any law, ordinance, rule, guidance or recommendation by the federal, state or local government, or any agency thereof, which becomes effective after the date of this Agreement that delays or renders impractical either party's performance under the Agreement. 17. Ownership of Reports and Documents. The originals of all letters, documents, reports, and data produced for the purposes of this Agreement shall be delivered to, and become the property of the Agency. Copies may be made for PARS but shall not be furnished to others without written authorization from Agency. 18. Designees. The Plan Administrator of the Agency, or their designee, shall have the authority to act for and exercise any of the rights of the Agency as set forth in this Agreement, subsequent to and in accordance with the written authority granted by the Governing Body of the Agency, a copy of which writing shall be delivered to PARS. Any officer of PARS, or his or her designees, shall have the authority to act for and exercise any of the rights of PARS as set forth in this Agreement. 19. Notices. All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of the notices in person or by depositing the notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: (A) To PARS: PARS; 4350 Von Karman Avenue, Suite 100, Newport Beach, CA 92660; Attention: President #39554v2 55A-9 (B) To Agency: City of Santa Ana; 20 Civic Center Plaza, M-17, P.O. Box 1988, Santa Ana, CA 92702; Attention: Executive Director of Finance and Management Services Notices shall be deemed given on the date received by the addressee. 20. Term of Agreement. This Agreement shall remain in effect for the period beginning July 1, 2020 and ending June 30, 2025 ("Term"). with provisions for two one-year extensions. 21. This Agreement will continue unchanged for three (3) successive twelve-month periods following the Term unless either party gives written notice to the other party of the intent to terminate prior to ninety (90) days before the end of the Term or successive twelve-month terms. 22. Amendment. This Agreement may not be amended orally, but only by a written instrument executed by the parties hereto. 23. Entire Agreement. This Agreement, including exhibits, contains the entire understanding of the parties with respect to the subject matter set forth in this Agreement. In the event a conflict arises between the parties with respect to any term, condition or provision of this Agreement, the remaining terms, conditions and provisions shall remain in full force and legal effect. No waiver of any term or condition of this Agreement by any party shall be construed by the other as a continuing waiver of such term or condition. 24. Attorneys Fees. In the event any action is taken by a party hereto to enforce the terms of this Agreement the prevailing party herein shall be entitled to receive its reasonable attorney's fees. 25. Counterparts. This Agreement may be executed in any number of counterparts, and in that event, each counterpart shall be deemed a complete original and be enforceable without reference to any other counterpart. 26. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 27. Effective Date. This Agreement shall be effective and control the obligations and duties of the parties hereto as of the date first above written. {Signatures on Following Page) #39554v2 55A-10 AGENCY: CITY OF SANTA ANA KRISTINE RIDGE City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney {� 7 BY: Lisa E. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: BY: Kathryn Downs, CPA, Executive Director Finance and Management Services PARS: ^ BY: (JG �✓�G�+itiC C/ltt/� Tod Hammeras TITLE: Chief Financial Officer DATE: / Z D l 2d 2-6 ATTEST: DAISY GOMEZ Clerk of the Council #39554v2 55A-11 EXHIBIT IA SERVICES PARS will provide the following services for the City of Santa Ana 3121 Part -Time Social Security Alternative Retirement Plan: 1. Plan Administration Services: (A) Monitoring the receipt of Plan contributions made by the Agency to the trustee of the PARS Trust ("Trustee"), based upon information received from the Agency and the Trustee; (B) Performing periodic accounting of Plan assets, including the allocation of employer and employee contributions, distributions, investment activity and expenses (if applicable) to individual Participant accounts, based upon information received from the Agency and/or Trustee; (C) Acting as ongoing liaison between the Participant and the Agency in regard to distribution payments, which shall include use by the Participants of toll -free telephone communication to PARS; (D) Coordinating the processing of Participant distribution payments pursuant to authorized written Agency certification of distribution eligibility, authorized direction by the Agency, the provisions further contained in this Agreement, and the provisions of the Plan; (E) Directing Trustee to make Participant distribution payments, pursuant to the Agency authorization provisions in this Agreement, and producing required tax filings regarding said distribution payments; (F) Notifying the Trustee of the amount of Plan assets available for further investment and management, or, the amount of Plan assets necessary to be liquidated in order to fund Participant distribution payments; (G) Coordinating actions with the Trustee as directed by the Plan Administrator within the scope this Agreement; (H) Preparing and submitting a periodic Non -Contribution report which includes all Participants who have received no new contributions for a period of time as specified by the Plan Administrator, unless directed by the Agency otherwise. PARS is not obligated by law or otherwise to provide a Non -Contribution report and this report in no way obligates PARS to generate distributions without specific instruction from the Agency Plan Administrator as outlined in Section 7 of this Agreement; (I) Preparing and submitting a monthly report of Plan activity to the Agency, unless directed by the Agency otherwise; (J) Preparing and submitting an annual report of Plan activity to the Agency; (K)Preparing individual annual statements and mailing in bulk to the Agency, unless directed by the Agency otherwise. #39554v2 55A-12 3. Plan Compliance Services: Coordinating and preparing amendments to the Trust, Plan and other associated legal documents required by federal and/or state agencies to maintain the Plan in compliance, for review by Agency legal counsel. 4. PARS is not licensed to provide and does not offer tax, accounting, legal, investment or actuarial advice. #39554v2 55A-13 FXHTRTT I FEES FOR SERVICES PARS will be compensated for performance of Services, as described in Exhibit IA based upon the following schedule: (A) A distribution fee equal to $20.00 per terminated Participant ("Distribution Fee"), which shall be deducted solely from the terminating Participant's account. If the total value of the Participant's account is less than $100.00 then the Distribution Fee will not exceed the Employer contributed portion of the account. (B) An annual asset fee paid from Plan assets based on the following schedule ("Asset Fee"): For Plan Assets from: Annual Rate: $1 to $1,000,000 1.00% $1,000,001 to $2,500,000 0.75% $2,500,001 and above 0.50% Annual rates are prorated and paid monthly. The annual Asset Fee shall be calculated by the following formula [Annual Rate divided by 12 (months of the year) multiplied by the Plan asset balance at the end of the month within each asset range]. The total Asset Fees due in a given month shall be allocated proportionately among Participants of the Agency's Plan in that month, based on account balance. Trustee and Investment Management Fees are not included. (C) A fee equal to the out of pocket costs charged to PARS by an outside contractor for formatting contribution data on to a suitable magnetic media, charged only if the contribution data received by PARS from the Agency is not sent electronically (Excel, CSV, TXT, or other approved format) ("Data Processing Fee"). #39554v2 55A-14 FSruTU TT 10 DATA REQUIREMENTS PARS will provide the Services under this Agreement contingent upon receiving the following information: 1. Contribution Data — transmitted to PARS electronically (Excel, CSV, TXT, or other approved format) containing the following items of employee information related to the covered payroll period: (A) Agency name (B) Employee's legal name (C) Employee's social security number (D) Payroll date (E) Employer contribution amount (F) Employee contribution amount 2. Distribution Data — written Plan Administrator's (or authorized Designee's) direction to commence distribution processing, which contains the following items of Participant information: (A) Agency name (B) Participant's legal name (C) Participant's social security number (D) Participant's address (E) Participant's phone number (F) Participant's birthdate (G) Participant's condition of eligibility (H) Participant's effective date of eligibility (I) Signed certification of distribution eligibility from the Plan Administrator, or authorized Designee 3. Executed Legal Documents: (A) Certified Resolution (B) Plan Document (C) Trust Agreement (D) Trustee Investment Forms 4. Other information pertinent to the Services as reasonably requested by PARS. #39554v2 55A-15 FXHTRTT 1T) PORTAL Participants in the Plan will have the ability to access and view their retirement benefits information on a read-only basis through a web -based portal available at https://myaccount.pars.org (the "Portal"). 1. Agency allows PARS to provide Participants with the right to access and use the Portal, subject to terms and conditions herein and the applicable Participant's acceptance of, and compliance with, the Portal's Terms of Service and Privacy Policy located at https://myaccount.pars.org. 2. To provide Participants the ability to access and use the Portal, PARS will utilize certain personally identifiable information about Participants that Agency has previously provided to PARS including without limitation; first and last names, email addresses, postal addresses, telephone numbers, dates of birth, social security numbers, and any other identifier that permits the physical or online contacting of a Participant. Agency further authorizes PARS to collect directly from Participants any of the aforementioned personally identifiable information not previously provided to PARS by Agency. Agency hereby acknowledges and consents to such use of Participant personally identifiable information. 3. Agency represents, warrants, and covenants that it has and will have the right to (i) provide the personally identifiable information of the Participants as set forth in Section 2 of this Exhibit (ii) allow PARS to use the personally identifiable information of the Participants for Portal access as set forth in Section 2 of this Exhibit. #39554v2 55A-16 FI N_01-2 Exhibit 2 PARS Agreement for Administrative Services RP(39554.2.._ Final Audit Report 2020-05-20 Created: 2020-05-20 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAnHTSG5QY66RINHbX1XDJDOXkkw4d6Nbl TlN_01-2 Exhibit 2 PARS Agreement for Administrative Service s RP(39554.2.._" History Document created by Kristin Andrade (kandrade@santa-ana.org) 2020-05-20 - 5:03:12 PM GMT- IP address: 98.153.69.210 try Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2020-05-20 - 5:03:36 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2020-05-20 - 5:06:39 PM GMT- IP address: 184.181.108.147 Fop Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2020-05-20 - 5:06:58 PM GMT - Time Source: server- IP address: 184.181.108.147 (% Signed document emailed to Kathryn Downs (kdowns@santa-ana.org) and Kristin Andrade (kandrade@santa- ana. org) 2020-05-20 - 5:06:58 PM GMT ® Adobe Sign 55A-17 EXHIBIT 3 PARS BENEFIT TRUST FBO CITY OF SANTA ANA PARS 3121 PART-TIME SOCIAL SECURITY ALTERNATIVE RETIREMENT PLAN Effective December 19, 2011 TRUST DOCUMENT ACCOUNT IS ENTERED INTO 13Y CLIENT AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND/OR CUSTODIAN. This agreement is entered into between Client and U.S. Bank National Association ("U.S. Bank"), as trustee and/or custodian. U.S. Bank has authorized the Union Bank signatory on the adoption page of this Trust Document to execute trustee and/or custody services agreements and all account related documents on behalf of U.S. Bank, as Trustee and/or Custodian, with full authority to bind U.S. Bank for all services and duties and fee schedules hereunder. With respect to this agreement, Union Bank is acting as servicer on behalf of U.S. Bank pursuant to an Interim Services Agreement dated February 1, 2012. All references in the account agreements and documents to Union Bank are replaced with U.S. Bank, and this agreement is by and between Client and U.S. Bank, as Trustee and/or Custodian. 55AA 8 TABLE OF CONTENTS ARTICLE PAGE I Trust Fund 3 II Investments 4 III Trustee's Powers 7 IV Trustee's Duties 12 V Restrictions on Transfer 13 VI Resignation, Removal and Succession 14 VII Amendment 14 VIII Liabilities 15 IX Duration and Termination 18 X Miscellaneous 19 55A-19 PARS Benefit Trust FBO City of Santa Ana PARS 3121 Part -Time Social Security Alternative Retirement Plan Effective December 19, 2011 This Trust Agreement (the "Trust Agreement" or "Trust") is made by and among the City of Santa Ana (the "Agency") as the sponsor of the PARS Benefit Trust FBO City of Santa Ana PARS 3121 Part -Time Social Security Alternative Retirement Plan Effective December 19, 2011 (the "Plan"), the Plan Administrator or the Plan's administrative committee (the "Plan Administrator"), Union Bank, N.A., a national banking association as Trustee ("Union Bank, N.A." or the "Trustee") and Public Agency Retirement Services as Trust Administrator (the "Trust Administrator"). PURPOSE The Agency has established the PARS Benefit Trust FBO City of Santa Ana PARS 31.21 Part - Time Social Security Alternative Retirement Plan Effective December 19, 2011 for the benefit of eligible employees. The Agency has established this Trust for the exclusive purpose of providing Plan benefits to its employees ("Participants") and their beneficiaries ("Beneficiaries") and defraying reasonable expenses of the Plan and Trust. The Agency has reserved the right to amend this Trust from time to time. The Plan Administrator for this Plan and Trust shall mean the person who holds a particular position or title designated by the Agency's governing body. The Plan provides that, from time to time, cash and other assets may be provided or forwarded to the Trustee by the Agency to be held and administered in trust for the uses and purposes of the Plan, solely for the purpose of providing such benefits. Subject to specific conditions set forth in this Trust Agreement, the Trustee agrees that it will receive cash and other property of the Plan acceptable to the Trustee, constituting Plan contributions from the Agency or transfers for the benefit of the Plan, and shall hold and invest such cash and other property (the "Assets") for the uses and purposes and upon the terms and conditions stated in this Trust Agreement (the "Trust"). The Agency intends that the Plan shall qualify under Section 457(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and that the Trust hereby created shall be treated as a trust exempt from tax under Section 501 of the Code, and shall not be subject to any claims of the Agency's creditors. ARTICLE I TRUST FUND 1.1 Signing Authority. The Agency's Board of Trustees, Board of Directors or other duly authorized governing body shall certify in writing to the Trustee the names and specimen signatures of all those who are authorized to act as, and on behalf of, the Plan Administrator, and those names and specimen signatures shall be updated as necessary by such governing board or other duly authorized officer of the Agency. 1.2 Acceptance of Assets. All contributions or transfers shall be received by the Trustee in cash or in any other property acceptable to the Trustee. The Trust shall consist of the contributions and transfers of Assets received by the Trustee, together with the income and earnings from such 55A:�-20 Assets, and any increments accruing to them. The Trustee shall manage and administer the Trust without distinction between principal and income. The Trustee shall have no other duty to compute any amount to be transferred or paid to it by the Agency and it shall not be responsible for the collection of any contributions or transfers due to the Trust. 1.3 Establishment of Trust. The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Agency and shall be used exclusively for the uses and purposes of Participants and Beneficiaries as herein set forth. Participants and Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. 1.4 Ongoing Contributions to Trust. Agency, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither the Trustee nor any Participant shall have any right to compel such additional deposits. 1.5 No Duty of Trustee to Enforce Collection. Notwithstanding anything herein to the contrary, the Trustee shall have no authority or obligation to enforce the collection of any contribution or transfer to the Trust. 1.6 Plan Administration. The Agency and not the Trustee shall be responsible for administering the Plan (including without limitation determining the rights of the Agency's employees to participate in the Plan, determining any Participant's right to benefits under such Plan), and issuing statements to Participants of their interest in the Trust and Plan. 1.7 Participant Accounts. The Agency shall maintain, or cause to be maintained, a separate account for each Participant under the Plan (the "Account") in which it shall keep a record of the share of such Participant under such Plan in the Trust. The Agency may appoint a third -party administrator or record -keeper (the "Record -keeper") to maintain such Accounts. A Participant's Account under the Plan shall represent the portion of the Trust allocated to provide such Participant benefits under such Plan. If the Trustee is directed by the Agency to segregate the Trust into separate Accounts for each Participant, at the time it makes a contribution to the Trust, the Agency shall certify to the Trustee the amount of such contribution being made in respect of each Participant under the Plan. 1.8 Tax Reporting. The Agency and not the Trustee shall be responsible for all income tax reporting and calculation and payment of any wage withholding or other tax requirements in connection with the Trust and any contributions thereto, and any income earned thereby, and payments or distributions therefrom, and Agency agrees to indemnify and defend Trustee against any liability for any such taxes, interest or penalties resulting from or relating to the Trust, provided, however, that Union Bank, N.A., as Trustee shall file such tax reports for the Trust as required by law and as agreed to by the parties in writing from time to time. ARTICLE II INVESTMENTS 2.1 Plan Administrator Authority. Except as otherwise provided in this Article II, the Plan 55A° 21 Administrator appointed by the Agency shall have all power over and responsibility for the management, disposition, and investment of the Trust Assets, and the Trustee shall comply with proper written directions of the Plan Administrator concerning those Assets. The Plan Administrator shall not issue directions in violation of the terms of the Plan and Trust or prohibited by any applicable federal or state laws or regulations governing the establishment and operation of trusts by governmental entities for the purpose of providing retirement benefits for their employees or other individuals providing services to such entities, including, but not limited to, laws governing the actions of plan fiduciaries ('Statutes"). Except to the extent required by applicable state or federal law or regulations, or otherwise provided in this Trust Agreement, the Trustee shall have no duty or responsibility to review, initiate action, or make recommendations regarding Trust Assets and shall follow investment directions and retain Assets until directed in writing by the Plan Administrator to dispose of them. The Trustee shall not be liable for any investment decisions of the Plan Administrator or any investment losses in the Account attributable to investment decisions of the Plan Administrator. 2.2 Trustee as Manager. The Plan Administrator may also delegate all or a portion of its investment authority to the Trustee for all or a portion of the Trust Assets. Upon written acceptance of that delegation, the Trustee shall have full power and authority to invest and reinvest that portion of the Trust so designated by the Plan Administrator in investments of any kind. The 'Trustee shall be responsible for proper diversification of the Assets only if all the Plan Assets are subject to its management. The Plan Administrator shall have the responsibility for establishing and carrying out a funding policy and method consistent with the objectives of the Plan, taking into consideration the Plan's short-term and long-term financial needs (hereinafter referred to as the "Permissible Investment Guidelines"). The Trustee's responsibility for investment and diversification of the Assets in the portion of the Trust for which Trustee has investment discretion shall be subject to, and is limited by, the funding policy and investment guidelines issued to it by the Plan Administrator and any Statutes. It is understood and acknowledged that the Plan Administrator, rather than the Trustee, shall be responsible for the funding policy, for overall diversification of Trust Assets (unless the Trustee has investment responsibility for all Plan Assets), for benefit allocation, distribution, and for overall compliance of the Trust with statutory limitations on the amount of the Trust's investment in any assets. 2.3 Insurance Contract. The Plan Administrator may direct the Trustee in writing to invest assets of the Trust in group or individual insurance contracts of all kinds authorized under the Plan, Statutes and Permissible Investment Guidelines provided such contracts are issued by an insurance company or companies qualified to do business in more than one state, and the Plan Administrator shall have the sole responsibility and shall direct the Trustee with respect to such insurance contracts. The administration of these insurance contracts shall be the sole responsibility of the Plan Administrator, and the Trustee shall follow the directions of the Plan Administrator with respect to the administration of any such contracts. 2.4 Independent Investment Manager. The Plan Administrator may appoint one or more investment managers to direct the Trustee in the investment of all or a specified portion of the Trust 55A-22 Assets. Any investment manager shall be a qualified investment advisor under the Investment Advisors Act of 1940. The Plan Administrator may also remove any investment manager. The Plan Administrator shall promptly notify the Trustee in writing of the appointment or removal of any investment manager. The Plan Administrator shall cause the investment manager to acknowledge to the Trustee in writing that the investment manager is a fiduciary with respect to the Plan and Trust. If the foregoing conditions are met, the investment manager shall have the power to manage, acquire, retain, or dispose of any Trust Assets subject to the investment manager's management and direction. The Trustee shall not be liable for the acts or omissions of such investment manager, or be under an obligation to review the investments of, or to invest or otherwise manage any asset of the Trust that is subject to the management and direction of such investment manager. 2.5 Participant Directed Accounts. The Agency may, by written resolution and execution of the Adoption Agreement, terminate the Plan Administrator's right to direct the investment and management of all or any portion of the Assets of the Trust and allow Participants to direct their own account balances ("Participant Directed Accounts"). Notwithstanding any other provision of this Trust Agreement, for Participant Directed Accounts, the Trustee shall be entitled to act upon proper directions of the Plan Administrator, Record -keeper, and Participants including directions in writing, or oral instructions which Trustee in its discretion may follow without receipt of written instructions, instruction given by photostatic teletransmission using facsimile signature, or those instructions which are digitally recorded on the Union Bank Voice Response Unit ("VRU") or intemet website. Trustee is hereby authorized to record conversations and transmissions made in connection with the Trust. Trustee's recording or lack of recording of any such oral, internet or digital instructions, and/or receipt or lack of receipt of facsimile transmissions, as reflected in the Trustee's records maintained in the ordinary course of business shall constitute conclusive proof of Trustee's receipt or non -receipt of such instructions. The Trustee and/or Record -keeper shall not be liable in any manner for investment or other losses or other liability attributable to Participant's directions, or lack thereof, or exercise of control over the investments of their Participant Directed Accounts. Likewise, the Trustee and/or Record -keeper shall have no duty or responsibility to review, monitor or make recommendations regarding investments made at the direction of the Participants or the Plan Administrator. In order for Agency to be relieved of investment fiduciary liability, the requirements of California law including Section 53213.5 of the California Government Code must be met. The Plan Administrator shall establish uniform and nondiscriminatory rules for the operation of the Participant Directed Accounts, including whether the Participant shall direct the Trustee or direct the Plan Administrator who then directs the Record -keeper and the Record -keeper forwards such directions to the Trustee. Agency shall designate whether Participant Directed Accounts are to be established pursuant to the provisions of section 2.5(a) or 2.5(b), below: (a) Participant Direction in Individually Directed Accounts. If the Agency has so elected, Participants may have investment direction power over their own segregated account balances ("Individually Directed Account" or "IDA"). Investments may be directed by Participants into assets administratively acceptable to Trustee, as limited by guidelines developed by the Plan Administrator (the "Permissible Investment Guidelines"). Plan Administrator shall notify Participants of the Plan's Permissible Investment Guidelines as in effect from time to time. In the absence of directions from a Participant, the Plan Administrator may direct the investment of the 55A�-23 IDA. The Trustee may refuse to comply with the directions of the Participant to invest in assets other than those listed in its Permissible Investments Guidelines or with directions which the Trustee deems to be improper or contrary to the provisions of the Plan and Trust or the Internal Revenue Code and shall have no liability for such refusal. (b) Participant Directed Account within Plan Administrator Selected Investment Options ("Directed Accounts"): If the Agency so elects, and directs the Trustee to execute appropriate legal agreements, the Participant's Account Balance shall be segregated into a Participant Directed Account ("Directed Account"), over which the Participant may direct investment into one or more investment alternatives ("Investment Options"). The Plan Administrator or its appointed Investment Fiduciary shall have full responsibility for designating the Investment Options under the Plan and for selecting the underlying investment vchicle(s) for each designated Investment Option into which a Participant may direct investment of his or her Directed Account. To the extent allowed by law, neither the Agency, the Plan Administrator, the Record -keeper, nor the Trustee shall have any responsibility for monitoring the directions of the Participant nor shall the Agency, the Plan Adm nistrator, the Record -keeper or the Trustee be liable in any manner for investment or other losses or other liability for following directions of a Participant. (c) If Directed Accounts are established, notwithstanding any other provision of this "Trust Agreement, the Agency may appoint the Trustee to provide ministerial administrative services for such accounts by so indicating in the Agency's Plan, provided that an acceptable service agreement has been executed by and between the Agency, the Plan Administrator, the Trustee and the Record -keeper. ARTICLE. III TRUSTEE'S POWERS 3.1 General Trustee's Powers. Except as otherwise provided in Article II, the Trustee shall have full power and authority with respect to property held in the Trust to do all such acts, take all proceedings, and exercise all such rights and privileges, whether specifically referred to or not in this document, as could be done, taken or exercised by the absolute owner, including, without limitation, the following: (a) To invest and reinvest the Trust or any part hereof in any one or more kind, type, class, item or parcel of property, real, personal or mixed, tangible or intangible; or in any one or more kind, type, class, item or issue of investment or security; or in any one or more kind, type, class or item of obligation, secured or unsecured; or in any combination of them; and to retain the property associated with such investment or reinvestment for the period of time that the Trustee deems appropriate. (b) To buy, sell, assign, transfer, acquire, loan, lease (for any purpose, including mineral leases, and for terms within or extending beyond the life of this Trust), exchange and in any other manner to acquire, manage, deal with and dispose of all or any part of the Trust property, for cash or credit and upon any reasonable terms and conditions. (c) To make "deposits" with any bank or savings and loan institution, including any such facility of the Trustee or an affiliate thereof provided that the deposit bears a reasonable rate of 55A--24 interest; (d) To retain all or any portion of the Trust in cash temporarily awaiting investment or for the purpose of making distributions or other payments, without liability for interest thereon, notwithstanding Trustee's receipt of "float" from such uninvested cash; (e) To place uninvested cash and cash awaiting distribution in one or more mutual fiends and/or commingled investment funds maintained by or made available by the Trustee, and to receive compensation from the sponsor of such fand(s) for services rendered, separate and apart from any trustee's fees hereunder. Trustee or Trustee's affiliate may also be compensated for providing investment advisory and other services to any such mutual fund or commingled investment finds. Agency acknowledges receipt of prospectuses for such funds; (f) I'o borrow money for the purposes of the Trust from any source other than a party in interest of the Plan, with or without giving security and to pay interest, to issue promissory notes and to secure the repayment thereof by pledging all or any part of the Trust assets; (g) To take all of the following actions as directed by a fiduciary or other person with investment discretion over the Trust assets; to vote proxies of any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in the Trust; (h) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (i) To pay, or cause to be paid, from the Trust any and all real or personal property taxes, income taxes or other taxes or assessments of any or all kinds levied or assessed upon or with respect to the Trust or the Plan; (j) To enter into, modify, renew and terminate annuity contracts of deposit administration of immediate participation or other group or individual type with one or more insurance companies and to pay or deposit all or any part of the Trust thereunder; to provide in any such contract for the investment of all or any part of funds so deposited with the insurance company in securities under separate accounts; to exercise and claim all rights and benefits granted to the contract holder by any such contracts; (k) To exercise all the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under applicable federal or state laws, as amended from time to time, it being intended that, except as herein otherwise provided, the powers conferred upon the Trustee herein shall not be construed as being in limitation of any authority conferred by law; but shall be construed as in addition thereto. 55A$25 3.2 Additional Powers. In addition to the other powers enumerated above, and whether or not the Plan Administrator has retained investment authority, the Trustee in any and all events is authorized and empowered: (a) To invest funds in any type of interest -bearing account including without limitation, time certificates of deposit or interest -bearing accounts issued by Union Bank, N.A., or any mutual fund or short term investment fund ("Fund"), whether sponsored or advised by Union Bank, N.A. or any affiliate thereof; Union Bank, N.A. or its affiliate may be compensated for providing investment advice or other services to such Fund, in addition to any Trustee's fees received pursuant to this Trust Agreement; provided, that such compensation is reasonable; (b) To cause all or any part of the Trust to be held in the name of the Trustee (which in such instance need not disclose its fiduciary capacity) or, as permitted by law, in the name of any nominee, and to acquire for the Trust any investment in bearer form; but the books and records of the 'Trust shall at all times show that all such investments are a part of the Trust and the Trustee shall hold evidences of title to all such investments; (c) To serve as custodian with respect to the Trust assets with the sole exception of insurance policy or annuity contracts, the underlying assets of which shall be maintained by the insurance company issuer; (d) To employ such agents and counsel as may be reasonably necessary in managing and protecting the Trust assets and to pay them reasonable compensation; to employ any broker - dealer, including any broker -dealer affiliated with the Trustee, and pay to such broker -dealer its standard commissions; to settle, compromise or abandon all claims and demands in favor of or against the Trust; and to charge any premium on bonds purchased; (e) In addition to the powers listed herein, to do all other acts necessary or desirable for the proper administration of the Trust, as though the absolute owner thereof and to exercise and perform any and all of the other powers and duties specified in this Trust Agreement; (f) To abandon, compromise, contest, arbitrate or settle claims or demands; to prosecute, compromise and defend lawsuits, but without obligation to do so, all at the risk and expense of the Trust; (g) To permit such inspections of documents at the principal office of the Trustee as are required by law, subpoena or demand by United States agency and to disclose the Agency's name to issuers of securities in connection with shareholder communications unless directed otherwise in writing; (h) To comply with all requirements imposed by applicable state Statutes or other applicable provisions of state or federal law; (i) To seek written instructions from the Agency, Plan Administrator or other fiduciary or, to the extent Participants are permitted to direct the investment of all or any portion of their Accounts under the Plan, from a Participant, on any matter and await written instructions from such person without incurring any liability. If at any time the Agency, the Plan Administrator, a fiduciary 55A-26 or Participant should fail to give directions to the Trustee, the Trustee may but is not required to act in the manner that in its discretion seems advisable under the circumstances for carrying out the purposes of this Trust. Such actions shall be conclusive on the Plan Administrator and the Agency and the Participant if written notice of the proposed action is given to the Plan Administrator five (5) days prior to the action being taken, and the Trustee receives no response; O As directed by the Plan Administrator: (i) To cause the benefits provided under. the Plan to be paid directly to the persons entitled thereto under the Plan, and in the amounts and in the manner specified, or to disburse such sums to the Agency, who shall be responsible to distribute sums due; and make appropriate tax reports to Participants, Beneficiaries and taxing authorities, and to charge such payments against the Trust with respect to which such benefits are payable; (ii) To compensate such executive, consultant, actuarial, accounting, investment, appraisal, administrative, clerical, secretarial, custodial, depository and legal, personnel and other employees or assistants as are engaged by the Plan Administrator in connection with the administration of the Plan and to pay from the Trust the necessary expenses of such, personnel, employees and assistants, to the extent not paid by the Agency and directed by the Plan Administrator; (iii) To impose a reasonable charge to cover the cost of furnishing to Participants or Beneficiaries upon their written request documents as may be legally required by applicable state or federal law or regulations; (iv) To act upon proper directions of the Agency, the Plan Administrator or any other fiduciary or Participant including directions in writing, or oral instructions which Trustee in its discretion may follow prior to receipt of written instructions, instruction given by photostatic teletransmission using facsimile signature, or those instructions which are digitally recorded on the Trustee's oral recording or VRU communications system. If oral or digital instructions are given, to act upon those in Trustee's discretion prior to receipt of written instructions. Trustee's recording or lack of recording of any such oral or digital instructions taken in Trustee's ordinary course of business shall constitute conclusive proof of Trustee's receipt or non -receipt of the oral or digital or VRU instructions; In exercising the power and authority under this subparagraph (iv), the Trustee will perform telephonic verification to the Plan Administrator, or other authorized representative properly designated by the Plan Administrator or the Agency, or such other security procedure selected by the Plan Administrator prior to wire transfer of funds as the Trustee may require. The Plan Administrator, the Agency, and the Plan assume all risk with respect to delays or transfers if the Trustee is unable to reach the Plan Administrator or other authorized representative properly designated by the Plan Administrator, or in the event of delay as a result of attempts to comply with any other security procedure selected by the Plan Administrator in connection with wire transfers or otherwise; (v) To pay from the Trust the expenses reasonably incurred in the administration of the Trust as provided in the Plan, to the extent such expenses are not paid by the Agency pursuant to Section 10.2; 55Ag27 (vi) To maintain insurance for such purposes, in such amounts and with such companies as the Plan Administrator shall elect, including insurance to cover liability or losses occurring by reason of the acts or omissions of fiduciaries (but only if such insurance permits recourse by the insurer against a fiduciary in the case of a breach of a fiduciary obligation by such fiduciary). 3.3 Delegatee. The Plan Administrator may delegate certain authority, powers and duties to an entity to act in those matters specified in the delegation ("Delegatee"). Any such delegation must be in a writing that names and identifies the Delegatee; states the effective date of the delegation, specifies the authority and duties delegated, is executed by the Plan Administrator and is acknowledged in writing by the Delegatee, the Trust Administrator (if not the Delegatee) and the Trustee. Such delegation shall be effective until the Trustee and the Trust Administrator are directed in writing by the Plan Administrator that the delegation has been rescinded or modified. 3.4 Directions to Trustee. Except as otherwise provided in this Trust Agreement, all directions to the Trustee from the Plan Administrator or Delegatee must be in writing and must be signed by the Plan Administrator or Delegatee, as the case may be. For all purposes of this Trust Agreement, direction shall include any certification, notice, authorization, application or instruction of the Plan Administrator, Delegatee or Trustee appropriately communicated. The above notwithstanding direction may be implied if the Plan Administrator or Delegatee has knowledge of the Trustee's intentions and fails to file written objection. The Trustee shall have the power and duty to comply promptly with all proper direction of the Plan Administrator, or Delegatee, appointed in accordance with the provisions of this Trust Agreement. In the case of any direction deemed by the Trustee to be unclear or ambiguous the Trustee may seek written instructions from the Plan Administrator, the Agency or the Delegatee on such matter and await then written instructions without incurring any liability. If at any time the Plan Administrator or the Delegatee should fail to give directions to the Trustee, the Trustee may act in the manner that in its discretion seems advisable under the circumstances for carrying out the purposes of the Trust which may include not taking any action. The Trustee may request directions or clarification of directions received and may delay acting until clarification is received. In the absence of timely direction or clarification, or if the Trustee considers any direction to be a violation of the Trust Agreement or any applicable law, the Trustee shall in its sole discretion take appropriate action, or refuse to act upon a direction. 3.5 Trust Administrator. The Plan Administrator has appointed PARS as the Trust Administrator. The Trust Administrator has accepted its appointment subject to the Plan Administrator's delegation of authority, to act as such, pursuant to Section 3.3 of this Trust Agreement, The Trust Administrator's duties involve the performance of the following services pursuant to the provisions of this trust agreement and the Agreement for Administrative Services: (a) Performing periodic accounting of the Trust; (b) Directing the Trustee to (i) make distributions from the Trust, as directed and authorized by the Plan Administrator pursuant to the Agreement for Administrative Services, to Participants pursuant to the provisions of the Agency's Plan and, (ii) liquidate assets in order to make such distributions; 55Az28 (c) Notifying the Investment Fiduciary of the amount of Assets in the Trust available for further investment and management by the Investment Fiduciary; (d) Allocating contributions, earnings and expenses to the Trust; (e) Directing the Trustee to pay insurance premiums, to pay the fees of the Trust Administrator and to do such other acts as shall be appropriate to carry out the intent of the Trust. (f) Such other services as the Agency and the Trust Administrator may agree. 3.6 Additional Trust Administrator Services. The Plan Administrator may at any time retain the Trust Administrator as its agent to perform any act, keep any records or accounts and make any computations which are required of the Agency or the Plan Administrator by this Trust Agreement or by the Agency's Plan. The Trust Administrator shall be separately compensated for such service and such services shall not be deemed to be contrary to the Trust Agreement. 3.7 Trust Administrator's Compensation. As may be agreed upon from time to time by the Agency and Trust Administrator, the Trust Administrator will be paid reasonable compensation for services rendered or reimbursed for expenses properly and actually incurred in the performance of duties with respect to the Trust in accordance with Section 53217 of the California Government Code. 3.8 Resignation or Removal of Trust Administrator. The Trust Administrator may resign at any time by giving at least one hundred twenty (120) days written notice to the Plan Administrator and the Trustee. ARTICLE IV TRUSTEE'S DUTIES 4.1 Powers Subject to Duties. The Trustee shall exercise any of the foregoing powers from time to time as required by any applicable federal or state law. 4.2 Records. The Trustee shall maintain or cause to be maintained suitable records, data and information relating to its functions hereunder. The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements and other actions hereunder. Its books and records relating to the Trust shall be open to inspection and audit at all reasonable times by the Agency, the Plan Administrator or their duly authorized representatives. 4.3 Accounts. Within ninety days after the close of each Plan Year and within ninety days after the resignation or removal of the "Trustee as provided in Article VI hereof, the Trustee shall render to the Agency a written account showing in reasonable summary the investments, receipts, disbursements and other transactions engaged in by the Trustee during the preceding Plan Year or accounting period with respect to the Trust. Such written accounts shall set forth the assets and liabilities of the Trust. The Agency or Plan Administrator shall have ninety days after the Trustee's mailing of each such written account within which to file with the Trustee written objections. Upon the expiration of each such period, the Trustee shall be forever released and discharged from all 55A�29 liability and accountability to the Agency, the Plan Administrator and Participants with respect to the propriety of its acts and transactions shown in such account except with respect to any such acts or transactions as to which the Agency files written objections within such ninety -day period with the Trustee. 4.4 Reports. The Trustee shall file such descriptions and reports and shall furnish such information and make such other publications, disclosures, registrations and other filings as are required of the Trustee by the Code or any other applicable law or regulation. 4.5 Follow Plan Administrator and Investment Manager Direction. The Trustee shall have the power and duty to comply promptly with all proper directions of the Plan Administrator, the Agency, and any duly appointed investment manager. Except as to investment directions received from the Plan Administrator or investment manager, the Trustee shall not act on any directions or requests received from Participants. ARTICLE V RESTRICTIONS ON TRANSFER 5.1 Persons to Receive Pavment. (a) As directed by the Plan Administrator, the Trustee shall, except as otherwise provided in subsection (b), pay all amounts distributable hereunder only to the person or persons designated under the Plan or deposit to the Participant's or Beneficiary's checking or savings account and not to any other person or corporation, and only to the extent of assets held in the Trust. The Plan Administrator's instructions to the Trustee regarding whether or not to make distributions, and the amount of such distributions, shall be conclusive on all Participants and Beneficiaries. (b) In the event any controversy shall arise as to the person or persons to whom any distribution or payment is to be made by the Trustee, or as to any other matter arising in the administration of the Plan or Trust, the Trustee may, (i) retain the amount in controversy pending resolution of the controversy, (ii) file an action seeking declaratory relief, or (iii) interplead the Trust Assets in issue, and (iv) name the Agency and/or any or all persons making conflicting demands as necessary parties. (c) The Trustee shall not be liable for the payment of any interest or income on any amount withheld or interpleaded under subsection (b). (d) The expenses incurred by the Trustee for taking any action under subsection (b) shall be charged by the Trustee to the Trust unless paid by the Agency. 5.2 Assianment and Alienation Prohibited. In accordance with Section 457 of the Code, Trust Assets shall not be subject to any claims of Agency or other creditors. Additionally, no benefit or interest available hereunder shall be subject in any manner to assignment or alienation, whether voluntarily or involuntarily, or to legal process except as permitted in the Internal Revenue Code, applicable state or federal law, or as provided in the Plan. 55A►n30 ARTICLE VI RESIGNATION, REMOVAL AND SUCCESSION 6.1 Iesignation or Removal of Trustee. The Trustee may resign at any time upon ninety days' prior written notice to the Agency (which notice may be waived by the Agency). Agency may remove the Trustee upon ninety days' prior written notice to the Trustee (which notice may be waived by the Trustee). 6.2 Designation of Successor. Upon notice of the Trustee's resignation or removal, Agency shall promptly designate a Successor Trustee who will accept transfer of the assets of the "Trust. If no Successor 'Trustee is designated within thirty days of notice of Trustee's resignation or removal, the Plan Administrator shall designate a Successor Trustee. 6.3 Court Appointment of Successor. If neither the Agency nor the Plan Administrator designates a Successor Trustee within thirty days after the Trustee gives notice of resignation or receives notice of removal, the Trustee may, at the expense of the Trust, apply to a court of competent jurisdiction to appoint a Successor Trustee. Until a Successor Trustee is appointed, and all Trust assets are delivered to the Successor Trustee, the Trustee shall be entitled to be compensated for its services according to its published fee schedule then in effect for acting as Trustee in accordance with the Plan and Trust. 6.4 Successor's Powers. A Successor Trustee shall have the same powers and duties as those conferred upon the original Trustee hereunder. A resigning 'Trustee shall transfer the Trust Assets and shall deliver the books, accounts and records of the Trust to the Successor Trustee as soon as practicable. The resigning Trustee is authorized, however, to reserve such amount from the Assets of the Trust as may be necessary for the payment of its fees and expenses incurred prior to its resignation, and the Trust Assets shall remain liable to reimburse the resigning Trustee for any costs, expenses or attorneys' fees or losses incurred, whether before or after resignation, due solely to Trustee's holding title to and administration of the Trust Assets. 6.5 Successor's Duties. A Successor Trustee shall have no duty to audit or otherwise inquire into the acts and transactions of its predecessor. ARTICLE VII AMENDMENT 7.1 Power to Amend. The Agency shall have the right at any time, and from time to time, to modify or amend this Trust Agreement in whole or in part, effective upon thirty days' prior written notice to the Trustee, provided, however, that the Trustee's duties and responsibilities shall not be amended without the Trustee's express written consent. 55A -a31 7.2 Limitation on Amendment. No amendment shall be made, at any time, under which any part of the Trust may be diverted to purposes other than for the exclusive benefit of Participants and their Beneficiaries. 7.3 Conformity with Law. Notwithstanding anything herein to the contrary, this Trust Agreement may be amended prospectively or retroactively at any time by the Agency if deemed necessary to conform to the provisions and requirements of the Internal Revenue Code or regulations promulgated pursuant thereto in order to maintain the tax-exempt status hereof thereunder, or to conform to the provisions and requirements of any law, regulation, order or ruling affecting the character or purpose of the Plan or Trust. No such Amendment shall be effective to add or change the Trustee's powers or duties absent Trustee's written consent. ARTICLE VIII LIABILITIES 8.1 Declaration of Intent. Nothing in this Article purports to relieve a fiduciary from liability for any responsibility, obligation or duty under any applicable Statutes. However, to the full extent permitted by law, it is the intent of this Article to relieve each fiduciary from all liability for any acts or omissions of any other fiduciary or any other person and to declare the absence of liabilities of all persons referred to in this Article to the extent not imposed by law or by provisions of this Trust Agreement. Each of the following Sections, in declaring such limitations, is set forth without limiting the generality of this Section but in each case shall be subject to the provisions, limitations and policies set forth in this Section. 8.2 General Limitations of Liability. (a) No fiduciary shall be liable with respect to a breach of fiduciary duty under any applicable Statutes if such breach was committed before he or she became a fiduciary or after he or she ceased to be a fiduciary. (b) No fiduciary shall be liable for any act or omission of any other person to whom fiduciary responsibilities (other than Trustee responsibilities) are allocated by the Plan, the Trust Agreement or by a fiduciary. 8.3 Liability of the Trustee. (a) The Trustee shall have no powers, duties or responsibilities with regard to the administration of the Plan or to determine the rights or benefits of any person having or claiming an interest under the Plan or in the Trust or under this Trust Agreement or to examine or control any disposition of the Trust or part thereof which is directed by the Plan Administrator. (b) The Trustee shall have no liability for the adequacy of contributions for the purposes of the Plan or for enforcement of the payment thereof. (c) The Trustee shall have no liability for the acts or omissions of the Agency or the Plan Administrator. 55A 7-532 (d) The Trustee shall have no liability for following proper directions of a fiduciary; the Agency, the Plan Administrator or a Participant when such directions are made in accordance with this Trust Agreement. (e) During such period or periods of time, if any person other than the Trustee, including but not limited to a Participant, is directing the investment and management of Trust Assets, the Trustee shall have no obligation to determine the existence of any conversion, redemption, exchange, subscription or other right relating to any securities purchased on the directions of such person if notice of any such right was given prior to the purchase of such securities. If such notice is given after the purchase of such securities, the Trustee shall notify the Plan Administrator, which shall transmit the notice to the directing party. The Trustee shall have no obligation to exercise any such right unless it is informed of the existence of the right and is instructed to exercise such right, in writing, by a fiduciary or a Participant through the Plan Administrator within a reasonable time prior to the expiration of such right. (f) During such period or periods of time, if the Trustee is directed to purchase securities issued by any foreign government or agency thereof, or by any corporation domiciled outside of the United States, it shall be the responsibility of the directing party to advise the Trustee in writing with respect to any laws or regulations of any foreign countries or any United States territories or possessions which shall apply, in any manner whatsoever, to such securities, including, but not limited to, receipt of dividends or interest by the Trustee for such securities. (g) If the Plan and Trust cease to be subject to Sections 457 and 501 of the Code, the Agency shall immediately notify Trustee. Agency shall indemnify the Trustee for any federal or state income taxes, and any federal estate and state estate or inheritance taxes which the Trustee is required to pay as a result of a distribution made at the direction of the Plan Administrator, in which event the Agency shall be subrogated to the right of the Trustee to proceed against such Participant, Beneficiary, the executor of the estate of a deceased Participant or any other person for reimbursement of the amount paid and any taxes due. 8.4 Indemnification of Trustee by Agency. (a) The Trustee shall not be liable for, and the Agency agrees to indemnify and hold the Trustee harmless from and against any claims, demands, loss or liability imposed on the Trustee, including reasonable attorneys' fees and costs incurred by the Trustee, caused by and related to (i) any acts taken in accordance with any directions (or any failure to act in the absence of such directions) from the Plan Administrator, or any other party to whom Plan Administrator has given authority to direct the Trustee, which the Trustee reasonably believes to have been given by any of them; (ii) the negligence or willful misconduct of the Plan Administrator, or any other person designated to act on Plan Administrator's behalf; or (iii) the Plan Administrator's execution of its duties under this Trust Agreement, except in the event of the Trustee's own negligence or material breach of this Agreement which directly causes the loss to the Trust. (b) The Agency further agrees to indemnify the Trustee for and against any claims, demands or liabilities imposed on the Trustee, including reasonable attorneys' fees and costs incurred by the Trustee, which exceed amounts payable or available from the Trust, arising as a result of claims asserted by a third person or persons, not otherwise described in (a), and whether 55Art33 such person or persons are related to the Trust, for action or failure to take action with respect to Trust Assets. 8.9 Indemnification of Agency by Trustee. The Trustee agrees to indemnify the Agency against, and hold the Agency harmless from, all liabilities and claims (including reasonable attorney's fees and costs incurred by the Agency) against the Agency as a result of any breach of fiduciary responsibility by the Trustee which proximately causes loss to the Trust, and where Trustee knowingly participates in such a breach, knowingly undertakes to conceal such breach, has actual knowledge of such breach and fails to take reasonable action to remedy such breach or through its negligence or willful misconduct in performing its duties under this Agreement, proximately causes loss to the Trust. 8.6 Indemnification of Trustee by Trust Administrator. The Trustee shall not be liable for, and Trust Administrator shall indemnify and hold the Trustee (including its officers, agents, employees and attorneys) harmless from and against any claims, demand, loss, costs, expense or liability imposed on the indemnified party, including reasonable attorneys' fees and costs incurred by the indemnified party, arising as a result of Trust Administrator's active or passive negligent act or omission or willful misconduct in the execution or performance of its duties under this Agreement. 8.7 Indemnification of Trust Administrator by Trustee. The Trust Administrator shall not be liable for, and Trustee shall indemnify and hold the Trust Administrator (including its officers, agents, employees and attorneys) harmless from and against any claims, demand, loss, costs, expense or liability imposed on the indemnified party, including reasonable attorneys' fees and costs incurred by the indemnified party, arising as a result of Trustee's active or passive negligent act or omission or willful misconduct in the execution or performance of its duties under this Agreement. 8.8 Indemnification of Ageney by Trust Administrator. The Agency shall not be liable for, and Trust Administrator shall indemnify and hold the Agency (including its officers, agents, employees and attorneys) harmless from and against any claims, demand, loss, costs, expense or liability imposed on the indemnified party, including reasonable attorneys' fees and costs incurred by the indemnified party, arising as a result of Trust Administrator's active or passive negligent act or omission or willful misconduct in the execution or performance of its duties under this Agreement. 8.9 Indemnification of Trust Administrator by Agency. The Trust Administrator shall not be liable for, and Agency shall indemnify and hold the Trust Administrator (including its officers, agents, employees and attorneys) harmless from and against any claims, demand, loss, costs, expense or liability imposed on the indemnified party, including reasonable attorneys' fees and costs incurred by the indemnified party, arising as a result of Agency's active or passive negligent act or omission or willful misconduct in the execution or performance of its duties under this Agreement. 55A-,34 ARTICLE IX DURATION AND TERMINATION 9.1 Termination. It is intended that this "Trust shall be treated as being exempt from tax under Section 501(a) of the Code and that the Plan referred to herein shall qualify under Section 457(b) of the Code. However, notwithstanding any other provisions of the Trust, if the Internal Revenue Service is requested to issue to the Agency a favorable written determination or ruling with respect to the initial qualification of the Plan and exemption of the Trust from tax and such request is denied, the Trustee shall, after receiving a written direction from the Plan Administrator, pay to each Participant that portion of the Trust applicable to said Participant's voluntary contributions, if any, and provided the Plan so states, pay to the Agency any part of the Trust attributable to Agency contributions then remaining in the Trustee's possession, less any investment losses and Trustee's fees and costs incurred to date of distribution. As a condition to such repayment, Agency shall be solely responsible for any tax reporting and withholding required, and the Agency agrees to indemnify, defend, and hold the Trustee harmless from all claims, actions, demands, or liabilities arising in connection with such repayment, and provided further that such repayment will occur within one year after the date the request for qualified status is denied. 9.2 Exclusive Benefit. This Trust may be terminated at any time by the Agency, and upon such termination, the Trust Assets shall be distributed by the Trustee as and when directed by the Plan Administrator in accordance with the provisions of this Trust Agreement and the Plan document. From the date of termination of the Plan and until the final distribution of the Trust, the Trustee shall continue to have all the powers provided under this Trust that are necessary or desirable for the orderly liquidation and distribution of the Trust. In no instance upon any termination, or discontinuance and subsequent distribution shall the Trust or any part of it be used for, or diverted to, purposes other than for the exclusive benefit of Participants, their Beneficiaries, and defraying the administrative expenses of the Plan and Trust until all Plan liabilities have been satisfied, except in the instance of the failure of the Trust initially to qualify for tax-exempt status as set forth in Section 9.1 and in the event of a return of assets mistakenly contributed as set forth in Section 9.3. 9.3 Return of Mistaken Contributions. Notwithstanding any other provision of this Agreement, it is specifically provided that if a contribution or any portion thereof is made by the Agency by virtue of a mistake of fact, the Trustee shall, upon written request of the Agency, return such amounts as may be permitted by law to the Agency. 9.4 Duration. This Trust shall continue in full force and effect for the maximum period of time permitted by law and in any event until the expiration of twenty-one years after the death of the last surviving person who was living at the time of execution hereof who at any time becomes a Participant in the Plan, unless this Trust is sooner terminated in accordance with the Plan or the terms of this Trust Agreement. 554�35 ARTICLE X MISCELLANEOUS 10.1 Delegation. By written notice to the Trustee, the Plan Administrator or the Agency may authorize the Trustee to act on matters in the ordinary course of the business of the Trust or on specific matters upon the signature of its delegate. 10.2 Expenses and Taxes. (a) The Agency, or at its option, the Trust, shall pay the Trustee its expenses in administering the Trust and reasonable compensation for its services as Trustee at a rate to be agreed upon by the parties to this Agreement, based upon Trustee's published fee schedule. However; the Trustee reserves the right to alter this rate of compensation at any time by providing the Agency with notice of such change at least thirty days prior to its effective date. Reasonable compensation shall include compensation for any extraordinary services or computations required, such as determination of valuation of assets when current market values are not published and interest on funds to cover overdrafts. The Trustee shall have a lien on the Trust for compensation and for any reasonable expenses including counsel, appraisal, or accounting fees, and these may be withdrawn from the Trust as and when viewed and payable, or if Agency has elected to pay expenses of the Trust, may be withdrawn from the Trust unless paid by the Agency within thirty days after mailing of the written billing by the Trustee. (b) Reasonable counsel fees, reasonable costs, expenses, and charges of the Trustee incurred or made in the performance of its duties, including but not limited to expenses relating to investment of the Trust such as broker's commissions, stamp taxes, and similar items and all taxes of any and all kinds that may be levied or assessed under existing or future laws upon or in respect to the Trust or the income thereof shall be paid from the Trust Assets, unless paid by the Agency. 10.3 Third Parties. (a) No person dealing with the Trustee shall be required to follow the application of purchase money paid or money loaned to the Trustee or inquire as to whether the Trustee has complied with the requirements hereof. (b) In any judicial or administrative proceedings, only the Agency and the Trustee shall be necessary parties and no Participant or other person having or claiming any interest in the Trust shall be entitled to any notice or service of process (except as required by law). Any judgment, decision or award entered in any such proceeding or action shall be conclusive upon all interested persons. 10.4 Successor Agency. If any successor to an Agency continues the Plan adopted by the Agency, such successor shall concurrently become a successor first party to this Trust Agreement by giving written notice of its adoption of the Plan and this Trust Agreement to the Trustee by duly authorized persons; such successor Agency shall become a signatory to this Trust Agreement upon its written notice to Trustee of the Successor's adoption hereof. 10.5 Relation to Plan. All words and phrases used herein shall have the same meanings as in the Plan, and this Trust Agreement and the Plan shall be read and construed together. Whenever the 55A Plan provides that the Trustee shall act as therein prescribed, the Trustee shall be and is hereby authorized and empowered to do so for all purposes as fully as though specifically so provided herein or so directed by the Plan Administrator. The Trustee shall furnish the Agency with copies of the Trust Agreement and all amendments thereto. 10.6 Use of Trust Funds. Except as provided in Section 9.2 and 93, under no circumstances shall any part of the Trust be recoverable by the Agency from the Trustee or from any Participant or former Participant, his or her Beneficiaries, or any other person or be used for or diverted to purposes other than for the exclusive purposes of providing benefits to Participants and their Beneficiaries, provided, however, that: (a) An Agency's excess contribution may be returned to such Agency in accordance with the provisions of the Plan, and (b) The portion, if any, of the Trust attributable to an Agency not required for the satisfaction of all liabilities to Participants and their Beneficiaries shall, upon such Agency's termination of the Plan, revert to such Agency. 10.7 Location of Trust Fund Assets. Except as authorized by applicable state or federal laws or regulations, the indicia of ownership of any assets of the Trust and Plan shall not be maintained outside the jurisdiction of the District Courts of the United States. 10.8 Arbitration of Disputes. Any dispute under this Agreement shall be resolved by submission of the issue to a member of the American Arbitration Association who is chosen by the Agency and the Trustee. If the Agency and the Trustee cannot agree on such a choice, each shall nominate a member of the American Arbitration Association, and the two nominees will then select an arbitrator. Expenses of the arbitration shall be paid as decided by the arbitrator. Venue and jurisdation shall be in the State of California, County of Orange. 10.9 Partial Invalidity. If any provision of this Trust Agreement is held to be invalid or unenforceable for any reason, this Agreement shall be construed and enforced as if such provisions had not been included and such illegality or invalidity shall not affect the remaining portions of this Trust Agreement, unless such invalidity prevents accomplishment of the objectives and purposes of this Trust Agreement and the Plan. In the event of any such holding, the parties will immediately amend this Trust Agreement as necessary to remedy any such defect. 10.10 Construction. This Trust Agreement shall be constructed, administered and enforced according to the Internal Revenue Code and where state law is applicable, under applicable Statutes and laws of the State of California applied fairly and equitably in accordance with the purposes of the Plan. ***Signature Page Follows*** 55At37 ADOPTION Executed this dO day of DCce7r/3E00- 201 City of Santa Ana, Sponsor of: PARS Benefit Trust FBO City of Santa Ana PARS 3121 Part - Time Social Security Alternative Retirement Plan Effective December 19, 2011. By: (Signature) Executive Director of Finance and Management Services (typed or printed name) /-�ZR-NcJ S.cO G U770e- eEZ (title) UNION BANK, N.A. TR US TEE Accepted thia�e day of�20Z i ture) (typed or printed name) // (title) PUBLIC AGENCY RETIREMENT SERVICES TRUSTADMIMSTRATOR Accepted this 6'N day ofFC,ezKa,z y , 2014 . By: (Signa •e C/DA 4. L 300 rf S o r� (typed or printed name) t .p c-r' 7 (title) Accepted this tgWday of�4gb-20L By. & (Signature) �Dma:hOZ (typed or printed name) Ile (title) .-' ADOPTION City of Santa Ana, Sponsor of: PARS Benefit Trust FBO City of Santa Ana PARS 3121 Part -Time Social Security Alternative Retirement Plan Effective December 19, 2011. (ADDITIONAL SIGNATURE PAGE) EMPLOYER: CITY OF SANTA ANA City of Santa Ana hereby appoints U.S. Bank National Association as Trustee for the City of Santa Ana PARS 3121 Part -Time Social Security Alternative Retirement Plan. Executed as of g 2012 By: Francisco Gutierrez Title: Executive Director of Finance and Management Services ACCEPTED: TRUSTEE U. S. Bank lational Association By: Title: By: Title: i y In Fact One e authorized employees of Union Bank is signing this Agreement on behalf of U.S. Bank Pursuant to Power of Attorney Dated February 1, 2012. 55A-39 EXHIBIT 4 THE CITY OF SANT'A ANA PUBLIC AGENCY RE' TIREMENT SYSTEM 3121 PART-TIME SOCIAL SECURITY ALTERNATIVE RETIREMENT PLAN Amended and Restated Effective December 19, 2011 uatavas iz3 55A-40 TABLE OF CONTENTS Page Introduction.................. ................ ...... ....... ......... .......... ................. ........................ 1 ArticleI Participation........................................................................................................ 2 1.1 Eligibility for Benefits................................................................................ 2 1.2 Participation................................................................................................2 1.3 Reemployment as an Eligible Employee....................................................2 1 A Qualified Military Service.......................................................................... 2 1.5 Designation of Beneficiary......................................................................... 3 ArticleII Contributions..................................................................................................... 6 2.1 Employer Contributions............................................................................. 6 2.2 Employee Contributions ........................... ...................... ............................ 6 23 Limitations on Contributions...................................................................... 6 2.4 No Other Contributions.............................................................................. 7 2.5 Coordination With Other Plans.................................................................. 7 ArticleIII Vesting............................................................................................................. 9 3.1 Vesting........................................................................................................9 Article IV Distributions.................................................................................................. 10 4.1 Distribution of Benefits............................................................................ 10 4.2 In Service Distributions.. ............... ................................................. ....... 10 4.3 Qualified Domestic Relations Order ........................................................ 11 4.4 Direct Rollovers....................................................................................... 12 4.5 Purchase of Service Credit....................................................................... 14 Article V Administration, Amendment And Termination .............................................. 15 5.1 Rules and Regulations.............................................................................. 15 5.2 Amendment and Termination................................................................... 16 ArticleVI Miscellaneous................................................................................................ 17 6.1 Participant's Right Not Subject to Execution. ........ .................. .............. 17 6.2 Investment................................................................................................ 17 6.3 Valuation..................................................................................................17 M41:5645773 55A-4 1 TABLE OF CONTENTS (continued) Page 6.4 Unclaimed Benefits..................................................................................18 ArticleVII Definitions.................................................................................................... 19 7.1 Definitions................................................................................................19 Appendix A Minimum Distribution Requirements...................................................... A-1 NI31.564577.E 55A-42 INTRODUCTION The City of Santa Ana (the "Employer") has adopted this deferred compensation plan for the benefit of its eligible employees. This document is a full amendment and restatement of the City of Santa Ana 3121 Part -'Time Seasonal Temporary Deferred Compensation Plan adopted effective January 1, 1992. It is intended that this plan and the trust established to hold the assets of the plan shall be an eligible deferred compensation plan under Section 457 of the Internal Revenue Code of 1986, together with any amendments thereto (the "Code"). It is further intended that the plan shall meet all of the requirements of a government alternative retirement system under Code Section 3121(b)(7)(P). It is also intended that this plan and the trust established hereunder shall meet the requirements of a pension trust under California Government Code sections 53215 — 53224, or their successor sections. At any time prior to the satisfaction of all liabilities with respect to participants and their beneficiaries under the trust created pursuant to this plan, the trust assets shall not be used for, or diverted to, purposes other than the exclusive benefit of participants or their beneficiaries, as prescribed in Section 457(g)(1) of the Code. N131:5645773 55A-43 ARTICLE I PARTICIPATION 1.1 Eliaibility for Benefits. An Eligible Employee shall become a Participant on the first day the Employee is not accruing a benefit under another Retirement System provided by the Employer. 1.2 Participation. Participation of a Participant shall commence as of the date specified in Section 1.1 and shall continue during the Participant's employment with the Employer and until the occurrence of a Break in Employment or until the Participant is no longer an Eligible Employee or commences benefit accruals under another Retirement System provided by the Employer. An Employee who becomes an Eligible Employee while on an Approved Absence shall not become a Participant until the end of his or her Approved Absence; but a Participant who is on Approved Absence shall continue as a Participant during the period of his or her Approved Absence. 1.3 Reemployment as an Eligible Employee. An Eligible Employee who has become a Participant in accordance with Section 1.1, but who ceases to be a Participant in accordance with Section 1.2, will again become a Participant immediately upon meeting the requirements of Section I.1, 1.4 Qualified Military Service. Notwithstanding any provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. In the case of a Participant who dies while performing qualified military service, the survivors of the Participant are entitled to any NB1:5645773 55A►-44 additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death. 1.5 Desianation of Beneficiary. (a) Each Participant shall designate in writing the Beneficiary or Beneficiaries whom such Participant desires to receive the benefits (if any) that are payable under this Plan in the event of the Participant's death. Such designation must be evidenced by a written instrument filed with the Employer, on a form prescribed by the Employer, and signed by the Participant. (b) Except as set forth in subsection (c), the Beneficiary of a married Participant shall be the Participant's spouse at the date of death, unless the written consent of such spouse is provided upon a form acceptable to the Employer. If no valid designation of Beneficiary, along with a valid spousal consent, is on file with the Employer at the time of the death of the Participant, or if for any reason at the sole discretion of the Employer, such designation is defective, then (except as set forth in subsection (c)) the spouse of such Participant shall be conclusively deemed to be the Beneficiary designated to receive such benefit. (c) The spousal consent required under subsection (b) shall not be required if Participant declares in writing that one of the following conditions exists: (i) The Participant is not married; (ii) The Participant does not know, and has taken all reasonable steps to determine, the whereabouts of the spouse; (iii) The spouse is incapable of executing the acknowledgment because of an incapacitating mental or physical condition; M31:564577.3 55A1-45 (iv) The Participant and spouse have executed a marriage settlement agreement that makes the community property laws inapplicable to the marriage; or (v) The current spouse has no identifiable community property interest in the benefits. (d) Upon the Employer being provided with written notice of the dissolution of marriage of a Participant, any earlier designation of the Participant's former spouse as a Beneficiary shall be treated as though. the Participant's former spouse had predeceased the Participant, unless prior to payment of benefits on behalf of the Participant (i) the Participant executes and delivers another Beneficiary designation that complies with this Section 1.5 and that clearly names such former spouse as a Beneficiary, or (ii) there is delivered to the Plan a domestic relations order providing that the former spouse is to be treated as the Beneficiary. In any case in which the Participant's former spouse is treated under the Participant's Beneficiary designation as having predeceased the Participant, no heirs or other beneficiaries of the former spouse shall receive benefits from the Plan as a Beneficiary of the Participant except as provided otherwise in the Participant's Beneficiary designation. (e) For purposes of this Section 1.5 only: (1) all references to 'marriage' shall also include 'registered domestic partnerships,' (2) individuals in a 'registered domestic partnership' shall be considered `married,' and (3) all references to a 'spouse' shall also include a `registered domestic partner.' A `registered domestic partner' and a `registered domestic partnership' refers to persons and partnerships satisfying the requirements of the California Family Code and officially registered as of the date of death with the N131:564577.3 55A-46 Secretary of State as such in accordance with Section 298.5 of the California Family Code. NB,:564577.3 55A-47 ARTICLE II CONTRIBUTIONS 2.1 Employer Contributions. For each day that an Eligible Employee remains a Participant under this Plan, the Employer shall contribute three and seventy-five hundredths percent (3.75%) of his or her Compensation to his or her Account. The Employer shall contribute such amounts to the Trust at such times as are determined by the Employer in its discretion, but no less frequently than annually. 2.2 Employee Contributions. For each day that an Eligible Employee remains a Participant under this Plan, the Employee shall contribute three and seventy-five hundredths percent (3.75%) of his or her Compensation to his or her Account. Such contributions shall be pre-tax contributions accomplished by means of compensation reduction and shall be credited to his or her Account. The Employee shall contribute such amounts to the Trust at such times as are determined by the Employer in its discretion, but no less frequently than annually. 2.3 Limitations on Contributions. (a) Normal Limitation. Except as provided in Subsection (b) below, the maximum amount which may be contributed on behalf of a Participant for any taxable year of the Participant (the "Normal Limitation") shall not exceed the lesser of (i) the Applicable Dollar Amount or (ii) one hundred percent (100%) of the Participant's Compensation. (b) Catch -Up Limitation. For each of a Participant's last three (3) taxable years ending before the Participant attains Normal Retirement Age, the maximum amount M31:564577.3 55 " -48 which may be contributed on behalf of that Participant for that taxable year (the "Catch - Up Limitation") shall be the lesser of (i) twice The Applicable Dollar Amount or (ii) the amount determined under the immediately following sentence. The amount referred to in Section 2.3(b)(ii) is the sum of (i) the Normal Limitation for the taxable year as determined under Subsection (a) above, plus (ii) so much of the Normal Limitation for prior taxable years in which the Participant was eligible to participate under the Plan, beginning after 1978, as has not been previously used for contributions under Subsection (a) or this Subsection (b). The Catch -Up Limitation is available to a Participant during one three-year period only. If the Participant uses the Catch -Up Limitation and then postpones retirement or returns to work after retirement, the Catch -Up Limitation shall not be available again. The provisions of this Subsection (b) shall be interpreted and administered in accordance with Regulations issued under Code Section 457 including, without limitation, special rules concerning application of the coordination limits in effect under Code Section 457 (c)(2) prior to 2002 for purposes of determining the amounts referred to in Section 2.3(b)(ii) for years prior to 2002. 2.4 No Other Contributions. No contributions other than as provided in Section 2.1 and Section 2.2 shall be made to this Plan. This Plan shall not accept rollover contributions or transfers from other plans. 2.5 Coordination With Other Plans. If a Participant participates in more than one eligible deferred compensation plan (as defined in Section 457(b) of the Code) other than a plan that is a qualified governmental excess benefit arrangement (as defined in Section 415(m)(3) of the Code), tiBl 5645773 55iA-49 the maximum deferral under all such eligible deferred compensation plans shall not exceed the Normal Limitation described in Section 2.3(a) (as modified by any adjustment provided under Section 2.3(b)). The Employer shall distribute the amount of a Participant's deferral in excess of the distribution limitations stated in Section 2.3, together with allocable net income, as soon as administratively practicable after the Plan determines that the amount is an excess deferral. For purposes of determining whether there is an excess deferral under Section 2.3, all plans under which a Participant participates as a result of his employment with the Employer shall be treated as a single plan. ND1:56457T, - 55iA-50 Is1E7t1Y-[WWWRI VESTING 3.1 Vesting. Each Participant is one hundred percent (100%) vested in their respective Accounts at all times. NI31,5645779 55A-51 ARTICLE IV DISTRIBUTIONS 4.1 Distribution of Benefits. (a) Benefits shall become distributable to a Participant (or the Participant's Beneficiary in case of the Participant's death) upon the Participant's Break in Employment. The amount of the benefits distributable to a Participant shall be the vested amount credited to such Participant's Account as of the most recent Valuation Date. Notwithstanding any other provision of this Plan, all distributions shall be in the form of a single cash lump sum paid as soon as administratively practicable after the date benefits become distributable. (b) In the event of the death of a Participant prior to distribution, distribution of the Participant's vested Account shall be made to his or her Beneficiary in a cash lump sum as soon as practicable after the Participant's death, but in no event later than the last day of the calendar year following the calendar year in which the death occurs. (c) This Plan is subject to the minimum distribution requirements contained in Code Section 457(d)(2) and 401(a)(9) and the regulations thereunder. These requirements are set forth in Appendix A of this Plan. 4.2 In Service Distributions In accordance with Section 457(e)(9)(A), a Participant who is no longer eligible to participate because he is no longer in the class of Eligible Employees, but who has not terminated employment with the Employer, shall be eligible for a limited in-service distribution if (i) the Participant's benefit is not more than five thousand dollars ($5,000.00), (ii) no amount has been deferred under this Plan for the Participant during NB1:564.i773 55A-52 the two (2) year period ending on the date of the distribution, and (iii) there has been no previous distribution to the Participant from this Plan under this Section 4.2. 4.3 Qualified Domestic Relations Order. (a) Subject to procedures established by the Employer, benefits may be paid from the balance of a Participant's Account in accordance with a Qualified Domestic Relations Order. This Section 43 is included in the Plan to comply with Section 414(p) of the Code, the regulations thereunder, and such regulations as the Secretary of the Treasury may publish under Code Sections 414(p)(11) and 414(p)(12). (b) Procedure. (i) Upon receipt of a Qualified Domestic Relations Order, the Employer will establish an Account for the benefit of the Alternate Payee specified in such order. The Employer will then transfer balances in accordance with the terms of such order from the Participant's Account to the Alternate Payee's Account. The Alternate Payee's Account, except as otherwise provided herein, will remain subject to all the rules of the Plan. (ii) An Alternate Payee under a Qualified Domestic Relations Order may designate the investment vehicles in which the balances in the Alternate Payee's Account will be invested, limited to the investment alternatives provided by the Plan. (iii) An Alternate Payee under a Qualified Domestic Relations Order may designate beneficiaries to receive any amount to which the Alternate Payee may be entitled to receive in the event of death. (iv) All amounts credited to an Alternate Payee's Account will be payable to the Alternate Payee or the Alternate Payee's beneficiary in accordance M31:564577.3 55 " -53 with the terms of this Plan and the Qualified Domestic Relations Order. Such an order may provide for payment to the Alternate Payee prior to the Participant's Break in Employment. 4.4 Direct Rollovers. (a) Availability. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Plan, a distributee may elect, at the time and in the manner prescribed by the Employer, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the distributee in a Direct Rollover. (b) Definitions. For purposes of this Section 4.4, the following terms shall have the meanings set forth below. (i) Eligible Rollover Distribution. An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code, any hardship distribution, and the portion of any distribution that is not includible in gross income. (ii) Eligible Retirement Plan. An Eligible Retirement Plan is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, a qualified M31:564577.3 55A-54 trust described in Section 401(a) of the Code, an annuity plan described in Section 403(a) of the Code, an eligible deferred compensation plan described in Section 457(b) of the Code which is maintained by an eligible employer described in Section 457(e)(1)(A) of the Code, or an annuity contract described in Section 403(b) that accepts the distributee's Eligible Rollover Distribution. With respect to Eligible Rollover Distributions made on or after January 1, 2008, "Eligible Retirement Plan" shall also include a Roth IRA as described in Section 408A(b) of the Code, provided that the distributee is not restricted from malting such a rollover from the Plan to a Roth IRA pursuant to Section 408A(c) of the Code. A distributes includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the Alternate Payee under a Qualified Domestic Relations Order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. In addition, a Beneficiary other than an individual described in the preceding sentence is a distributee with regard to the interest of the Participant, subject to the limitation that an Eligible Retirement Plan with respect to such distributee is an individual retirement account or individual retirement annuity that will be treated as an inherited individual retirement account or annuity under Section 402(c)(11) of the Code. (iii) Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the distributee. NB1:564577.3 55A-55 4.5 Purchase of Service Credit. If a Participant is also a participant in a defined benefit governmental plan (as defined in Code Section 414(d)), such Participant may request that the Employer transfer amounts from his or her Account for (a) the purchase of permissive service credit (as defined in Code Section 415(n)(3)(A)) under such plan, or (b) a repayment to which Code Section 415 does not apply by reason of Code Section 415(k)(3). Such transfer requests shall be granted in the sole discretion of the Employer, and if granted, shall be made directly to the defined benefit governmental plan. NB 564577,3 55A-56 ARTICLE V ADMINISTRATION, AMENDMENT AND TERMINATION 5.1 Rules and Regulations. The Employer has full discretionary authority to supervise and control the operation of this Plan in accordance with its terms and may make rules and regulations for the administration of this Plan that are not inconsistent with the terms and provisions hereof. The Employer shall in its discretion determine any questions arising in connection with the interpretation, application or administration of the Plan (including any question of fact) and its decisions or actions in respect thereof shall be conclusive and binding upon all persons and parties. The Employer shall have all discretionary powers necessary to accomplish its purposes, including, but not by way of limitation, the following: (a) To determine all questions relating to an Employee's eligibility; (b) To construe and interpret the terms and provisions of the Plan and to determine any question of fact; (c) To compute, certify to, and direct the Trustee with regard to the amount and kind of benefits payable to the Participants and their Beneficiaries; (d) To authorize all disbursements by the Trustee from the Trust; (e) To maintain all records that may be necessary for the administration of the Plan other than those maintained by the Trustee; and (0 To appoint a plan administrator or any other agent, and to delegate to them or to the Trustee such powers and duties in connection with the administration of the Plan as it may from time to time prescribe, and to designate each such administrator or agent as a fiduciary with regard to matters delegated to him. NB 1:564577.3 55A-57 With respect to management and control of investments, the Employer shall have the power to direct the Trustee in visiting with respect to the investment of the Trust assets or any part thereof. Expenses and fees in connection with the administration of the Plan and the Trust shall be paid from the Trust assets to the fullest extent permitted by law, unless the Employer determines otherwise. In accordance with Section 53217 of the California Government Code, the Employer may elect to make contributions to the Trust sufficient to defray the expenses of administering the Plan or may pay such expenses directly. 5.2 Amendment and Termination. The Employer shall have the right to amend, modify or terminate this Plan at any time. The Employer shall not be liable for the payment of any benefits under this Plan and all benefits hereunder shall be payable solely from the assets of the Trust. uBia6a5rzs 55A-58 ARTICLE VI MISCELLANEOUS 6.1 Participant's Right Not Subject to Execution. The right of a Participant to a benefit under this Plan is not assignable and is not subject to execution or any other process whatsoever, except to the extent permitted by the Code of Civil Procedure and the Family Code of the State of California. Any payment hereunder required under the California Family Code to a person other than the Participant must not alter the form or amount of benefits hereunder except to the extent provided in a Qualified Domestic Relations Order (as defined in Code Section 414(p)) prior to the Participant's Break in Employment. 6.2 Investment. All contributions, interest earned, and any assets of the Plan shall at all times be invested and managed in accordance with the requirements of the California Government Code. 6.3 Valuation. The value of the Trust under the Plan shall be established periodically as determined by the Employer in its discretion (but no less frequently than annually) and investment gains and losses thereon shall be allocated to the Participants' Accounts. Notwithstanding anything to the contrary herein, if the Employer determines that Accounts should be valued on a more frequent basis or that an alternative method of allocating earnings and losses would better serve the interests of the Participants or their Beneficiaries or could more readily be implemented, the Employer may make such changes; provided that any alternative method must result in Plan earnings being allocated on the general basis of Account balances. NBI:>645773 55A-59 6.4 Unclaimed Benefits. Each Participant and Beneficiary of a deceased Participant shall file with the Employer from time to time in writing, his or her home address and each change of home address. Any communication addressed to the Participant or the Beneficiary at his or her last home address filed with the Employer, or if no such address was filed, then at his or her last home address as shown on the Employer's records, shall be binding on the Participant or Beneficiary for all purposes of the Plan. The Employer shall not be obligated to search for or ascertain the whereabouts of any Participant or Beneficiary, and the Participant's Account balance shall be subject to the abandoned ,property law of the applicable jurisdiction. N131:5e4577.3 55A-60 ARTICLE VII DEFINITIONS 7.1 Definitions. "Account" means the account maintained by the Employer for each Participant that is credited with the amounts provided herein. "Alternate Payee" means any spouse, former spouse, child or other dependent of a Participant who is recognized by a Domestic Relations Order (as defined under. "Qualified Domestic Relations Order" below) as having a right to receive all, or a portion of, the benefits payable under this Plan with respect to such Participant. "Amended Effective Date" means December 19, 2011. "Applicable Dollar Amount" means the "applicable dollar amount" as defined in Code Section 457(e)(15) (as adjusted from time -to -time as set forth in Code Section 457(e)(15)). "Approved Absence" means a leave of absence (without pay) granted to an Employee under the Employer's established leave policy. "Beneficiary" means the person, persons, trust or trusts designated by a Participant, or, in the absence of a designation, entitled by will or the laws of descent and distribution, to receive the benefit specified under this Plan if the Participant dies and means the Participant's executor or administrator if no other beneficiary is designated and able to act under the circumstances. "Break in Employment" means any termination of employment by reason of resignation, discharge, retirement, disability, death, or other event constituting a "severance from employment" as defined under Code Section 457(d)(1)(A)(ii). iM1:564577.3 55A-61 time. "Code" means the Internal Revenue Code of 1986, as amended from time to "Compensation" means all compensation paid to a Participant that is attributable to services performed for the Employer and is includible in the Participant's gross income for the Plan Year. Notwithstanding the foregoing, Compensation shall have the meaning of"includible compensation" as defined in Code Section 457(e). "Effective Date" means January 1, 1992. "Eligible Employee" means all of those Employees of the Employer whose participation in this Plan is not prohibited or restricted by the provisions of a collective bargaining agreement or another plan or retirement system maintained by the Employer. Additionally, Employees who are exempt from coverage under Social Security by federal law or regulation shall not be Eligible Employees. "Employee" means an employee of the Employer. "Employer" means the City of Santa Ana that has adopted this Plan. "Normal Retirement Age" means the range of ages from 55 through and including 70 1/2 as designated by the Participant. Any Participant who works beyond age 70 1/2 may designate a Normal Retirement Age greater than 70 1/2; provided, however that Normal Retirement Age may not be later than the date or age at which the Participant terminates employment with the Employer. "Participant" means a Participant under Article I hereof. "Plan" means the City of Santa Ana Public Agency Retirement System 3121 Part -Time Social Security Alternative Retirement Plan. "Plan Year" means the consecutive twelve-month period beginning on July 1 and ending on June 30. NB1:5645773 55A-62 "Qualified Domestic Relations Order" means a Domestic Relations Order (as defined herein) which (a) creates or recognizes the existence of an Alternate Payee's right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable to a Participant under this Plan; (b) clearly specifies (i) the name and the last known mailing address of the Participant and the name and mailing address of each Alternate Payee covered by the order, (ii) the amount or percentage of the Participant's benefits to be paid by this Plan to each such Alternate Payee, or the manner in which such amount or percentage is to be determined, (iii) the number of payments or period to which such order applies and (iv) that it applies to this Plan; and (c) does not (i) require this Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan, (ii) require this Plan to provide increased benefits (determined on the basis of actuarial value), or (iii) require the payment of benefits to an Alternate Payee which are required to be paid to another Alternate Payee under another order previously determined to be a Qualified Domestic Relations Order. For purposes of this Plan, a "Domestic Relations Order" means any judgment, decree, or order (including approval of a property settlement agreement) which (a) relates to the provisions of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of a Participant and (b) is made pursuant to a State domestic relations law (including a community property law). "Retirement System" means any plan that meets the requirements for a retirement system under Section 3121(b)(7)(F) of the Code and the final Regulations thereunder. "Social Security" means the Social Security program as set forth in Title 42 of the United States Code, section 301 et seq. NI B1:5&45773 55A-63 "Trust" means the trust established as part of the Public Agency Retirement Trust to hold the assets of the Plan. "Trustee" means the trustee of the Trust. "Valuation Date" means the last day of the Plan Year or such other day on which the assets of the Trust are valued and the value of each Participant's Account is determined. unrse4sns 55A-64 ADOPTION OF THE CITY OF SANTA ANA PUBLIC AGENCY RETIREMENT SYSTEM 3121 PART-TIME SOCIAL SECURITY ALTERNATIVE RETIREMENT PLAN The City of Santa Ana Public Agency Retirement System 3121 Part -Time Social Security Alternative Retirement Plan is hereby adopted effective December 19, 2011. BY:�rA . . TITLE: Executive Director of Finance & Management Services DATE: \z Ito /Zo%\ 55A-65 APPENDIX A Minimum Distribution Requirements A.1 General Rules. (a) Effective Date. The provisions of this Appendix A will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. (b) Precedence. The requirements of this Appendix A will take precedence over any inconsistent provisions of the Plan provided that this Appendix A shall not be considered to allow a Participant or Beneficiary to delay a distribution or elect an optional form of benefit not otherwise provided in the Plan. (c) Requirements of Treasury Regulations Incorporated. All distributions required under this Appendix A will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Internal Revenue Code. A.2 Time and Manner of Distribution. (a) Required Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Beginning Date. (b) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows: (1) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary, then, except as provided elsewhere in this Appendix A, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70'/2, if later. (2) If the Participant's surviving spouse is not the Participant's sole Designated Beneficiary, then, except as provided elsewhere in this Appendix A, distributions to the Designated Beneficiary will begin by December 3I of the calendar year immediately following the calendar year in which the Participant died. (3) If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (4) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary and the surviving spouse dies after the Participant but before NH 1:564577.3 5 5 " -66 distributions to the surviving spouse begin, this Section A.2(b), other than Section A.2(b)(1), will apply as if the surviving spouse were the Participant. For purposes of this Section A.2(b) and Section A.4, unless Section A.2(b)(4) applies, distributions are considered to begin on the Participant's Required Beginning Date. If Section A.2(b)(4) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section A.2(b)(1). (c) Forms of Distribution. Unless the Participant's interest is distributed in the form of a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Sections A.3 and A.4 of this Appendix A. A.3 Required Minimum Distributions During Participant's Lifetime. (a) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of: (1) the quotient obtained by dividing the Participant's Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as of the Participant's birthday in the Distribution Calendar Year; or (2) if the Participant's sole Designated Beneficiary for the Distribution Calendar Year is the Participant's spouse, the quotient obtained by dividing the Participant's Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the Distribution Calendar Year. (b) Lifetime Required Minimum Distributions Continue Through Year of Participant's Death. Required minimum distributions will be determined under this Section A.3 beginning with the First Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant's date of death. AA Required Minimum Distributions After Participant's Death. (a) Death On or After Date Distributions Bea n. (1) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Ms1:5645773 55Ae-67 Expectancy of the Participant's Designated Beneficiary, determined as follows: (A) The Participant's remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (B) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For Distribution Calendar Years after the year of the surviving spouse's death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year. (C) If the Participant's surviving spouse is not the Participant's sole Designated Beneficiary, the Designated Beneficiary's remaining Life Expectancy is calculated using the age of the beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year. (2) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the Participant's remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (b) Death Before Date Distributions Begin. (1) Participant Survived by Designated Beneficiary. Except as provided elsewhere in this Appendix A, if the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the remaining Life Expectancy of the Participant's Designated Beneficiary, determined as provided in Section AA(a). (2) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. NB 1:5645773 55Aa-68 (3) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section A.2(b)(1), this Section AA(b) will apply as if the surviving spouse were the Participant. A.5 Definitions. For purposes of this Appendix A, the following terms shall have the meanings set forth below: (a) Designated Beneficiary. The individual who is designated as the beneficiary under Section 1.5 of the Plan is the designated beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations. (b) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's Required Beginning Date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section A.2(b) The required minimum distribution for the participant's first distribution calendar year will be made on or before the Participant's Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year. (c) Life Expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations. (d) Participant's Accotmt Balance. The account balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year. (e) Required Beginning Date, The Required Beginning Date means April 1 of the calendar year following the later of (a) the calendar year in which the Participant attains age seventy and a half (70 '/2), or (b) the calendar year in which the Employee has a Break in Employment. NM 5015773 55A--69 A.G Effective Date of flan Amendment for Section 401(a)(9) Final and Temporary Treasury Regulations. Appendix A applies for purposes of determining required minimum distributions for Distribution Calendar Years beginning with the 2003 calendar year. rsrs645773 55A-70 AMENDMENT TO THE CITY OF SANTA ANA PARS 3121 PART-TIME SOCIAL SECURITY ALTERNATIVE RETIREMENT PLAN WHEREAS, the City of Santa Ana (the "City") adopted the City of Santa Ana PARS 3121 Part -Time Social Security Alternative Retirement Plan (the 'Plan"), amended and restated, effective December 19, 2011; and WHEREAS, the City desires to amend the Plan in response to the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") to allow Coronavirus-Related Distributions and temporary waiver to Required Minimum Distributions; and WHEREAS, the City has the right to amend the Plan in accordance with Section 5.2 of the Plan. NOW, THEREFORE, BE IT RESOLVED, this amendment is intended as good faith compliance with the CARES Act and adds the following Coronavirus-Related Distributions and temporary waiver of Required Minimum Distributions to the Plan. I. Section 4.6, Coronavirus-Related Distributions, is hereby added to Article IV of the Plan. 4.6 Coronavirus-Related Distributions. (a) This Section 4.6 which provides for "Coronavirus-Related Distributions" as described below supersedes any Plan provision to the contrary. Section 4.6 is intended to comply with section 2202 of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and the regulations thereunder and will be interpreted accordingly. (b) The Employer may make Coronavirus-Related Distributions to a Qualified Individual from his or her vested Account under the Plan on or between January 1, 2020 and December 31, 2020, under one of the following conditions: (i) The Qualified Individual is diagnosed with the virus SARS-CoV-2 or with coronavirus disease 2019 (COVID-19) by a test approved by the Centers for Disease Control and Prevention. (ii) The Qualified Individual's spouse or dependent (as defined in section 152 of the Internal Revenue Code of 1986) is diagnosed with such virus or disease by such a test. (iii) The Qualified Individual experiences adverse financial consequences as a result of being quarantined, being furloughed or laid off or having work hours reduced due to such virus or disease, closing or reducing hours of a business owned or operated by the individual due to such virus or disease, or other factors as determined by the Secretary of Treasury (or the Secretary's delegate). Page 1 of 3 55A-71 (c) The Employer may rely on the Qualified Individual's certification that he or she satisfies the conditions above in determining whether any distribution to the Qualified Individual is a Coronavirus-Related Distribution. (d) The aggregate amount of Coronavirus-Related Distributions received in 2020 by a Qualified Individual under this Plan and from any other Employer - sponsored Eligible Retirement Plan may not exceed $100,000. (e) Coronavirus-Related Distributions are not Eligible Rollover Distributions. However, no tax withholding will apply to Coronavirus-Related Distributions. (f) In the case of any Coronavirus-Related Distribution, unless the Qualified Individual elects otherwise, any amount required to be included the Qualified Individuals taxable income will be included ratably over the three taxable years following the distributions beginning with the taxable year of the distribution. (g) A Qualified Individual who receives a Coronavirus-Related Distribution may, at any time during the three year period beginning on the day after the date on which such distribution was received, make one or more contributions in an aggregate amount not to exceed the amount of such distribution to an Eligible Retirement Plan of which such Qualified Individual is a beneficiary (including this Plan if the Qualified Individual is then a Participant or Beneficiary) and to which a rollover contribution of such distribution could be made under Internal Revenue Code section 402(c), 403(a)(4), 403(b)(8), 408(d)(3), or 457(e)(16). Such repayments shall be subject to section 2202(a)(3) of the CARES Act. (h) A Qualified Individual means a Participant or a Beneficiary or an Alternate Payee with an Account under the Plan. 2. Section A.7, Temporary Waiver of Reauired Minimum Distributions, is hereby added to Appendix A of the Plan. A.7 Temporary Waiver of Required Minimum Distributions. Notwithstanding any contrary provision in this Appendix A, in accordance with section 2203 of the CARES Act, a Participant or Beneficiary who would have been required to receive required minimum distributions for the 2020 calendar year but for the enactment of the CARES Act ("2020 RMDs") and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2020 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2020 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant's designated Beneficiary, or for a period of at least 10 years ("Extended 2020 RMDs"), will not receive those distributions for 2020. Page 2 of 3 55A-72 All other terms and conditions under the Plan shall remain in full force and effect. IN WITNESS WHEREOF, this amendment is hereby adopted effective as of the date executed below. CITY OF SANTA ANA By: ... Mo Kathryn Do ns Its: Executive Director. Finance & Management Services Dated: S- I z- 2-0 Page 3 of 3 55A-73 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE ADOPT A RESOLUTION TO AUTHORIZE THE PLANNING AND BUILDING AGENCY TO FILE A GRANT APPLICATION TO THE DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT (HCD) FOR LOCAL EARLY ACTION PLAN (LEAP) GRANT PROGRAM FUNDS /s/ Kristine 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_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION Adopt a resolution authorizing the Executive Director of the Planning and Building Agency to submit a $750,000 grant application to the Local Early Action Planning Grants Program (LEAP). DISCUSSION On January 27, 2020, the State of California's Department of Housing and Community Development (HCD) issued a Notice of Funding Availability (NOFA) for the Local Early Action Planning Grants Program (LEAP). The purpose of the LEAP grant program is to provide funding to jurisdictions for the preparation and adoption of planning documents and tools that accelerate housing production, and facilitate compliance in implementing the sixth cycle of the Regional Housing Need Assessment. Recognizing that the LEAP program provides grants through a noncompetitive process and the City of Santa Ana is eligible to receive up to $750,000 in funding, staff prepared an application with a list of tasks to facilitate the production of housing to meet our regional and local housing needs. The grant program guidelines require submission of a fully executed resolution authorizing application for LEAP funds (Exhibit 1) to complete the grant application by July 1, 2020. Projects submitted under the LEAP program must demonstrate a nexus to accelerate housing production. The City's grant application includes two such eligible activities: 1) Complete revisions to Chapter 41 (Zoning) of the Municipal Code to implement land use zoning and housing policies from the upcoming comprehensive General Plan update; and, 2) Update the General Plan Housing Element by October 2021. If awarded, the grant funding would allow for the implementation of zoning code updates needed to facilitate timely development of new housing and development and provide funding for the next update of the Housing Element. 55B-1 Authorize a Grant Application Submittal to the LEAP Program June 2, 2020 Page 2 ENVIRONMENTAL IMPACT Pursuant to Section 15061(13)(3) of the California Environmental Quality Act, this action is exempt from further review as there is no potential for any environmental impact. FISCAL IMPACT There is no fiscal impact associated with this action. 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). Exhibits: 1. Resolution 2. LEAP Application 3. HCD January 27, 2020 NOFA 55B-2 EXHIBIT 1 LS 6.2.20 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE APPLICATION AND RECEIPT OF FUNDS FROM THE LOCAL EARLY ACTION PLANNING (LEAP) GRANTS PROGRAM WHEREAS, the State of California, Department of Housing and Community Development (Department) has issued a Notice of Funding Availability (NOFA) dated January 27, 2020, for its Local Early Action Planning Grant Program (LEAP); and WHEREAS, the City Council of Santa Ana desires to submit a project application for the LEAP program to accelerate the production of housing and facilitate compliance with the sixth cycle of the regional housing needs assessment and will submit a 2020 LEAP grant application as described in the NOFA and Program Guidelines released by the Department for the LEAP Program; and WHEREAS, pursuant to Health & Safety Code section 50515, et seq., the Department is authorized to provide up to $119,040,000 million dollars under the Local Government Planning Support Grants Program in the LEAP Program, of which Santa Ana is eligible for $750,000 in funding. 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 of Housing and Community Development a 2020 LEAP Planning Grants Program application in the amount of $750,000. SECTION 2. In connection with the LEAP 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 $750,000, and any and all other documents required or deemed necessary or appropriate to evidence and secure the LEAP grant, appropriate the grant funds, and authorize the City's obligations related thereto, and all amendments thereto (collectively, the "LEAP Grant Documents"). SECTION 3. The City shall be subject to the terms and conditions as specified in the Standard Agreement, the LEAP Planning Grants Program Guidelines, and any applicable LEAP 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 #38145v4 55B-3 by the Department and in accordance with the NOFA, the LEAP Planning Grants Program Guidelines, and the 2020 Local Government Planning Support Grants Program Application. SECTION 4. The City Manager or designee, is authorized to execute the City of Santa Ana LEAP Grant Program application, the LEAP 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 LEAP Grant. SECTION 5. Pursuant to Section 15061(b)(3) of the California Environmental Quality Act and the CEQA Guidelines, this action is exempt from further review as there is no potential for any environmental impact. SECTION 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 2nd day of June, 2020 by the following vote: Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: L ( . Lisa Storck Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: #38145v4 55B-4 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the City Council of the City of Santa Ana on June 2, 2020. Date: Clerk of the Council City of Santa Ana #38145v4 55B-5 EXHIBIT 2 Local Early Action Planning Grant Application State of California Governor Gavin Newsom Alexis Podesta, Secretary Business, Consumer Services and Housing Agency Doug McCauley, Acting Director Department of Housing and Community Development Zachary Olmsted, Deputy Director Department of Housing and Community Development Housing Policy Development 2020 West El Camino, Suite 500 Sacramento, CA 95833 Website: https://www.hcd.ca.gov/grants-funding/active-funding/leap.shtml Email: EarlyActionPlanning(c)hcd.ca.gov January 27, 2020 55B-6 LEAP Application Packaging Instructions The applicant is applying to the Department of Housing and Community Development (Department) for a grant authorized underneath the Local Early Action Planning Grants (LEAP) provisions pursuant to Health and Safety Code Sections 50515 through 50515.05. LEAP provides funding to jurisdictions for the preparation and adoption of planning documents, process improvements that accelerate housing production and facilitate compliance in implementing the sixth cycle of the regional housing need assessment. If you have questions regarding this application or LEAP, email earlyactionplanningahcd.ca.gov. If approved for funding, the LEAP application is incorporated as part of your Standard Agreement with the Department. In order to be considered for funding, all sections of this application, including attachments and exhibits if required, must be complete and accurate. All applicants must submit a complete, signed, original application package and digital copy on CD or USB flash drive to the Department and postmarked by the specified due date in the NOFA. Applicants will demonstrate consistency with LEAP requirements by utilizing the following forms and manner prescribed in this application. o Pages 3 through 14 constitute the full application (save paper, print only what is needed) o Attachment 1: Project Timeline and Budget: Including high-level tasks, sub -tasks, begin and end dates, budgeted amounts, deliverables, and adoption and implementation dates. o Attachment 2: Nexus to Accelerating Housing Production o Attachment 3: State and Other Planning Priorities o Attachment 4: Required Resolution Template o Government Agency Taxpayer ID Form (available as a download from the LEAP webpage located at https://www.hcd.ca.gov/qrants-funding/active-funding/leap.shtml o If the applicant is partnering with another local government or other entity, include a copy of the legally binding agreement; and o Supporting documentation (e.g., letters of support, scope of work, project timelines, etc.) Pursuant to Section XII of the LEAP 2020 Notice of Funding Availability (NOFA), the application package must be postmarked on or before July 1, 2020, and received by the Department at the following address: Department of Housing and Community Development Division of Housing Policy Development 2020 West El Camino Ave, Suite 500 Sacramento, CA 95833 LEAP NOFA Application Rev. 112412020 Page 2 of 14 55B-7 A. Applicant Information and Certification Applicant (Jurisdiction) City of Santa Ana Applicant's Agency Type Planning and Building Agency Applicant's Mailing Address 20 Civic Center Plaza. Ross Annex (M-20) City Santa Ana State California Zip Code 192702 County Orange Website hftp://santa-ana.org Authorized Representative Name Minh Thai Authorized Representative Title Executive Director of Planning and Building Agency Phone 714.667.2707 Fax 714.973.1461 Email MThai@santa-ana.org Contact Person Name Melanie G. McCann Contact Person Title Senior Planner Phone 714.667.2746 Fax 1714.973.1461 Email mmccann@santa-ana.org Proposed Grant Amount 1 $ 1750,000 Pursuant to Health and Safety Code Section 50515.03 through (d) of the Guidelines, all applicants must meet the following two requirements to be eligible for an award: 1. Does the application demonstrate a nexus to accelerating housing as shown in Attachment 1? 2. Does the application demonstrate that the applicant is consistent State Planning or Other Priorities; Attachment 2? Is a fully executed resolution included with the application package? Yes No El Yes No El Yes * No ❑ Does the address on the Government Agency Taxpayer ID Form match the address listed above? Is the applicant partnering with another eligible local government entity? If Yes, provide a fully executed copy of the legally binding Yes No El Yes ❑ No agreement. As the official designated by the governing body, I hereby certify that if approved by HCD for funding through the Local Early Action Planning Program (LEAP), the City of Santa Ana assumes the responsibilities specified in the Notice of Funding Availability and certifies that the information, statements and other contents contained in this application are true and correct. Signature: Minh Thai Date: Title: Executive Director of Planning and Building Agency LEAP NOFA Application Rev. 112412020 Page 3 of 14 55B-8 B. Proposed Activities Checklist Check all activities the locality is undertaking. Activities must match the project description. Rezoning and encouraging development by updating planning documents and zoning ordinances, 1 such as general plans, community plans, specific plans, implementation of sustainable communities' strategies, and local coastal programs 2 ❑ Completing environmental clearance to eliminate the need for project -specific review Establishing housing incentive zones or other area based housing incentives beyond State Density Bonus Law such as a workforce housing opportunity zone pursuant to Article 10.10 (commencing 3 ❑ with Section 65620) of Chapter 3 of Division 1 of Title 7 of the Government Code or a housing sustainability district pursuant to Chapter 11 (commencing with Section 66200) of Division 1 of Title 7 of the Government Code 4 Performing infrastructure planning, including for sewers, water systems, transit, roads, or other public facilities necessary to support new housing and new residents Planning documents to promote development of publicly owned land such as partnering with other 5 ❑local entities to identify and prepare excess or surplus property for residential development ❑ Revamping local planning processes to speed up housing production 6 7 Developing or improving an accessory dwelling unit ordinance in compliance with Section 65852.2 of the Government Code Planning documents for a smaller geography (less than jurisdiction -wide) with a significant impact on housing production including an overlay district, project level specific plan, or development 8 ❑ standards modifications proposed for significant areas of a locality, such as corridors, downtown or priority growth areas Rezoning to meet requirements pursuant to Government Code Section 65583(c)(1) and other ❑9 rezoning efforts to comply with housing element requirements, including Government Code Section 65583.2(c) (AB 1397, Statutes of 2018) Upzoning or other implementation measures to intensify land use patterns in strategic locations 10 ■❑ such as close proximity to transit, jobs or other amenities Rezoning for multifamily housing in high resource areas (according to Tax Credit Allocation 11 Committee/Housing Community Development Opportunity Area Maps); Establishing Pre -approved architectural and site plans Preparing and adopting housing elements of the general plan that include an implementation 12 component to facilitate compliance with the sixth cycle RHNA Adopting planning documents to coordinate with suballocations under Regional Early Action 13 Planning Grants (REAP) that accommodate the development of housing and infrastructure and accelerate housing production in a way that aligns with state planning priorities, housing, transportation equity and climate goals, including hazard mitigation or climate adaptation 14 Zoning for by -right supportive housing, pursuant to Government Code section 65651 (Chapter 753, Statutes of 2018) 15 Zoning incentives for housing for persons with special needs, including persons with developmental disabilities Planning documents related to carrying out a local or regional housing trust fund Environmental hazard assessments; data collection on permit tracking; feasibility studies, site 16 17 ❑ analysis, or other background studies that are ancillary (e.g., less than 15% of the total grant amount) and part of a proposed activity with a nexus to accelerating housing production Other planning documents or process improvements that demonstrate an increase in housing 18 ❑ related planning activities and facilitate accelerating housing production 19 Establishing Prohousing Policies LEAP NOFA Application Rev. 112412020 55B-9 Page 4 of 14 C. Project Description Provide a description of the project and each activity using the method outlined below, and ensure the narrative speaks to Attachment 1: Project Timeline and Budget. a. Summary of the Project and its impact on accelerating production b. Description of the tasks and major sub -tasks c. Summary of the plans for adoption or implementation Please be succinct and use Appendix A or B if more room is needed. 1. SANTA ANA GENERAL PLAN HOUSING ELEMENT UPDATE to facilitate compliance in implementing the sixth cycle of the Regional Housing Need Allocation (RHNA). The Housing Element Update will include a Community Outreach Program, evaluation of Housing Opportunity Sites, Preparation of Draft Housing Element, HCD certification, City Council adoption, and creation of a Housing Element Implementation web page to facilitate information to housing developers regarding housing opportunity sites. 2. SANTA ANA ZONING CODE UPDATE will focus on amending City policies and development standards to facilitate and accelerate housing production, and associated community outreach: Implement land use and housing policies within the City's comprehensive General Plan Update targeted for completion by the end of 2020 (https://www.santa-ana.org/general-plan) such as creating new residential/ mixed use zoning districts and objective development standards to implement the City's Draft Land Use Plan proposing additional residential density near high quality transit corridors. Re-evaluating the current residential zoning districts related to permitted uses, building height, lot coverage, parking, and open space. This could include amending Two -Family Residential Zoning District (R2) and Townhouse standards to reflect best design practices. Last comprehensively updated in the 1960's, the project will include the reorganizing of the Zoning Code document to be formated in a more user friendly document for use by the community. The user friendly Zoning Code document will improve the understanding of the City's housing policies and standards, and help expedite project requests for new housing production, as well as improvements to existing housing stock. Completion of the Zoning Code Update will help improve processing time for a variety of residential development projects. With the new General Plan land use designations and corresponding zoning district for residential development updated to be consistent, housing developers with greater certainty in pursing entitlements for new housing projects without delays related to discretionary actions to amend the zoning. This will reduce development processing time by approximately two months. In addition, the Zoning Code Update will incorporate best practices in design and development standards for housing types to provide clear and consistent direction. Overall, the City anticipates an increase in the feasibility of residential development with the code updates, which would reduce processing time and approval certainty. LEAP NOFA Application Rev. 112412020 55B-1 0 Page 5 of 14 O U N C U) C C CL O N >, N (a O_ 0)1 N N 5 c0 'D Y Cl) (D N > Oco ip O � O N (0 p) t0 N C 1 0 0 C L � U 2 L •L .a U)L o z CD N vim) z 7 N = O O O N c6 O c O O 0 LO O U N 3 U LL O C) U c 2 0 U e3 Z L m D H a 72 y N U co O C Q tq O U C Q O U aa) ?j LL C) � U � j C C) 0) L - W N 2 p N y o n O o m U cma N o c p`_ c c U m r-� c W r .� c O N = Y E 2 CL y i LL L Q Y 0 O U 0) C Lw U (D Q Y O N m "a O) C C U _ a� •— cLa U U 3 a� o p U o E U= .L ca m aD E N $ c -a O �? ca 9 CD 0 > O 9 >. m� � _ M m Y a J = c$a co J Y E 0 U •2 c$a U n- N Vl 3 L a d 0 j � Q a m m a LL m � L 7 N O N O N p N N N N O 0 N 0 O LO N N N LO N N N N O N N N N N E �.� �- O O O M 0 0 W O M O p M M M M p N C N N N C O NO O CN O O O O OO N NN N � � N I� ti O N O O) CO CA CA 0 r N O O O O O p 0 0 0 0 0 0 0 Op O O O O O C:)O O C)O O O O O O O O O O O O O O O p • CA O O O O O O O O O O C)O O O C)O Cl O CA U U Ln 0 0 LO L!') Ln Ln Ln O Cn N C7 CT O Ln O- M O N N N CO �P 0')' LO ,I- LO CO Lo ER Eflul,Ef? E!-? Efl 6,9. Efl U9 Cf3 EJ-? Y 5 -1 '4„ N :� X c 0 O O C m n V N 0 N O L6 c LB d N Q O O - co � C N C O O LO ._> C O C "O Co Q C W N co C (0 -O o ++ \ U) c U 7 E U O O co i s N m Ln O v V L6 0 LB LE W o L O f6 N a U C a a •O O N L Q W O L V C 3 o a� a L O m O Q C C d U> p c (Q1( O U 7 C C1 _o +J u t •7 CL a lC C O p O U U '� E C .�N 0 O U •� O O` co "= 2 += p O N O O "= c U � CD 'C a O 7 O O 0= 2 •U) O 3 m$ C7 L w ` = L 7 N U 'd O c' E c"a E W c C o 2 E 0 .C_ E d Q Y O m 0 2 Y o a3i _ Q Q V> 0 U d- U .> CWN d 2 m w L a r Q N m N I..L j- LLiL W U 0 N O N N N V, c c C 0 ui a� a� 0 C: m U) (1) m c N c m C N 0 0 E c6 c 0 0 Q C: co N rn c cu a� S U Q 7 d L O N U N 7 N O q) 60 C: Z N co s L . 1 Y =; U O m E � m 7 -O N C O � E " 0 U O Y N N � > 0 a� c s a' rnN Q U � C � Attachment 2: Application Nexus to Accelerating Housing Production Applicants shall demonstrate how the application includes a nexus to accelerating housing production by providing data regarding current baseline conditions and projected outcomes such as a reduction in timing, lower development costs, increased approval certainty, increases in number of entitlements, more feasibility, orincreases in capacity. An expected outcome should be provided for each proposed deliverable. If necessary, use Appendix B to explain the activity and its nexus to accelerating housing production. Select at least one *Baseline **Projected ***Difference Notes Timing (e.g., reduced 3-month 1-month 2-month Zoning Code update number of processing reduction amendments days) Development cost (e.g., land, fees, financing, construction costs per unit Zoning Code update Approval certainty and reduction in and rezone for discretionary review 5-month 3-month 2-month reduct General Plan (e.g., prior versus consistency proposed standard and level of discretion] o Entitlement streamlining (e.g., number of approvals) Feasibility of development Infrastructure capacity (e.g., number of units) Impact on housing supply 405 3,087 2,682 HE update: RHNA 2014-21 $ and affordability (e.g., 2021-29, includes666 number of units) (944-278) more lower income * Baseline — Current conditions in the jurisdiction (e.g. 6-month development application review, or existing number of units in a planning area) **Projected — Expected conditions in the jurisdiction because of the planning grant actions (e.g. 2-month development application review) ***Difference — Potential change resulting from the planning grant actions (e.g., 4-month acceleration in permitting, creating a more expedient development process) LEAP NOFA Application Rev. 112412020 55B-12 Page 8 of 14 Attachment 3: State and Other Planning Priorities Certification (Page 1 of 3) Applicants must demonstrate that the locality is consistent with State Planning or Other Planning Priorities by selecting from the list below activities that are proposed as part of this application or were completed within the last five years. Briefly summarize the activity and insert a date of completion. State Planning Priorities Date of Completion Brief Description of the Action Taken Promote Infill and Equity Rehabilitating, maintaining, and improving existing infrastructure that supports infill development and appropriate reuse and redevelopment of previously developed, underutilized land that is presently served by transit, streets, water, sewer, and other essential services, particularly in underserved areas. 5/9/16 Approved adaptive reuse project involving the conversion of an existing 5-story office building to affordable multifamily development with commercial uses. Seek or utilize funding or support strategies to facilitate opportunities for infill development. 3/24/ 17 Awarded SCAG Sustainability Planning Grant to identify sustainable infill housing /mixed use development along transit corridors through a GP Update and creation of public realm plans. Other (describe how this meets subarea objective) Promote Resource Protection Protecting, preserving, and enhancing the state's most valuable natural resources, including working landscapes such as farm, range, and forest lands, natural lands such as wetlands, watersheds, wildlife habitats, and other wildlands; recreation lands such as parks, trails, greenbelts, and other open space; and landscapes with locally unique features and areas identified by the state as deserving special protection. Installation of signage, channelization, and construction of raised bulb -outs, wheelchair ramps, and 8/ 1 / 17 crosswalks along the Maple Bicycle off -road Trail located in central Santa Ana. Actively seek a variety of funding opportunities to promote resource protection in underserved communities. 2/ 14/ 18 Santa Ana pursues an average of 10 grants per year to promote active transportation and alternative mode of transportation improvements; many serving disadvantaged community areas. Other (describe how this meets subarea objective) Encourage Efficient Development Patterns Ensuring that any infrastructure associated with development, other than infill development, supports new development that does the following: (1) Uses land efficiently. LEAP NOFA Application Rev. 112412020 55B-13 Page 9 of 14 Attachment 3: State and Other Planning Priorities Certification (Page 2 of 3) (2) Is built adjacent to existing developed areas to the extent consistent with environmental protection. (3) Is located in an area appropriately planned for growth. (4) Is served by adequate transportation and other essential utilities and services. 2/27/19 OC Streetcar Maintenance Building permits issued to serve the OC Streetcar which will provide 4 miles of alternative transportation from SARTC to City of Garden Grove. (5) Minimizes ongoing costs to taxpayers. Other (describe how this meets subarea objective) Other Planning Priorities Affordability and Housing Choices Incentives and other mechanisms beyond State Density Bonus Law to encourage housing with affordability terms. Efforts beyond state law to promote accessory dwelling units or other strategies to intensify single- family neighborhoods with more housing choices and affordability. 2/5/20 Awarded funding to create an pre -approved ADU plans to expedite the processing and ease of pursing new ADUs in single family neighborhoods. Upzoning or other zoning modifications to promote a variety of housing choices and densities. 6/18/19 City Council approved a zone change from single family residential (R1) to SD-94 to allow the 5-story, 226 unit Segerstrom Legacy apartments. Utilizing surplus lands to promote affordable housing choices. Efforts to address infrastructure deficiencies in disadvantaged communities pursuant to Government Code Section 65302.10. 2/5/19 The Central Santa Ana Complete Street Plan was drafted to provide Santa Ana more complete array of aesthetic and safe travel options; serving disadvantaged area of the community. Other (describe how this meets subarea objective) LEAP NOFA Application Rev. 112412020 55B-14 Page 10 of 14 Attachment 3: State and Other Planning Priorities Certification (Page 3 of 3) Conservation of Existing Affordable Housing Stock Policies, programs or ordinances to conserve stock such as an at -risk preservation ordinance, mobilehome park overlay zone, condominium conversion ordinance and acquisition and rehabilitation of market rate housin programs. Policies, programs and ordinances to protect and support tenants such as rent stabilization, anti - displacement strategies, first right of refusal policies, resources to assist tenant organization and education and "just cause" eviction policies. Other (describe how this meets subarea objective) Climate Adaptation Building standards, zoning and site planning requirements that address flood and fire safety, climate adaptation and hazard mitigation. Long-term planning that addresses wildfire, land use for disadvantaged communities, and flood and local hazard miti ation. 12/9/19 The City was awarded grant funds from FEMA to prepare a Hazard Mitigation Plan. A consultant contract was approved by City Council on 5/5/20. Community engagement that provides information and consultation through a variety of methods such as meetings, workshops, and surveys and that focuses on vulnerable populations (e.g., seniors, __people with disabilities, homeless, etc.). Other (describe how this meets subarea objective) Certification: I certify under penalty of perjury that all information contained in this LEAP State Planning and Other Planning Priorities certification form (Attachment 2) is true and correct. Certifying Officials Name: Certifying Official's Title: Certifying Official's Signature: Date: LEAP NOFA Application Rev. 112412020 55B-15 Page 11of14 Attachment 4: Required Resolution Template RESOLUTION NO. [insert resolution number] A RESOLUTION OF THE [INSERT EITHER "CITY COUNCIL" OR "COUNTY BOARD OF SUPERVISORS"] OF [INSERT THE NAME OF THE CITY OR COUNTY] AUTHORIZING APPLICATION FOR, AND RECEIPT OF, LOCAL GOVERNMENT PLANNING SUPPORT GRANT PROGRAM FUNDS WHEREAS, pursuant to Health and Safety Code 50515 et. Seq, the Department of Housing and Community Development (Department) is authorized to issue a Notice of Funding Availability (NOFA) as part of the Local Government Planning Support Grants Program (hereinafter referred to by the Department as the Local Early Action Planning Grants program or LEAP); and WHEREAS, the [insert either "City Council" or "County Board of Supervisors"] of [insert the name of the City or County] desires to submit a LEAP grant application package ("Application"), on the forms provided by the Department, for approval of grant funding for projects that assist in the preparation and adoption of planning documents and process improvements that accelerate housing production and facilitate compliance to implement the sixth cycle of the regional housing need assessment; and WHEREAS, the Department has issued a NOFA and Application on January 27, 2020 in the amount of $119,040,000 for assistance to all California Jurisdictions; Now, therefore, the [insert either "City Council" or "County Board of Supervisors"] of [insert the name of the city or county] ("Applicant") resolves as follows: SECTION 1. The [insert the authorized designee's TITLE ONLY] is hereby authorized and directed to apply for and submit to the Department the Application package; SECTION 2. In connection with the LEAP grant, if the Application is approved by the Department, the [insert the authorized designee's TITLE ONLY] of the [insert the name of the City or County] is authorized to submit the Application, enter into, execute, and deliver on behalf of the Applicant, a State of California Agreement (Standard Agreement) for the amount of [$ enter the dollar amount of the Applicant's request], and any and all other documents required or deemed necessary or appropriate to evidence and secure the LEAP grant, the Applicant's obligations related thereto, and all amendments thereto; and SECTION 3. The Applicant shall be subject to the terms and conditions as specified in the NOFA, and the Standard Agreement provided by the Department after approval. The Application and any and all accompanying documents are incorporated in full as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the Application will be enforceable through the fully executed Standard Agreement. Pursuant to the NOFA and in conjunction with the terms of the Standard Agreement, the Applicant hereby agrees to use the funds for eligible uses and allowable expenditures in the manner presented and specifically identified in the approved Application. ADOPTED ON [insert the date of adoption], by the [insert either "City Council" or "County Board of Supervisors"] of [insert the name of the City or County] by the following vote count: AYES: NOES: ABSENT: ABSTAIN: ATTEST: SSAS TO FORM: [Signature of Attesting Officer] APPROVED [Signature of approval] LEAP NOFA Application Rev. 112412020 Page 12 of 14 Appendix A ****OPTIONAL TASK****** A. ENHANCED PERMIT SYSTEM AND E-REVIEW. Through the support of SB2 awarded funds ($200,000) the City has begun efforts to upgrade its current in-house land use management system. As the overall cost is estimated at $3.3 million, the City proposes to use an additional $125,000 in LEAP funds for this system used by City Planning, Building, and Development Review staff for an on-line web portal for permit processing, and digital plan reviews (E-Reviews). The City has projected that the Enhanced Permits System and E-review improvements will reduce counter processing by 45 percent. Pre-COVID 19, the Planning and Building Counters have averaged approximately 10 to 15 minutes with each customer. B. MODERNIZE AND UPGRADE COMPUTER/PERMIT Through the support of SB2 awarded funds ($100,000) the City will be modernizing computer to expedite the Enhanced Permit System and E-Review Project (Task A above). To further this overall effort, the City proposes to use an additional $50,000 in LEAP funds for costs related to physical improvements such as upgrading staff computers for e-review capabilities and setting up computer stations for public use. In addition, other uses of these funds could be for upgrades to QMatic customer assistance system and digital archiving of planning entitlement records. With these improvements identified above, it is estimated that half of the customers will not need to visit City Hall to submit planning/building application/plans, receive corrections, as the processes will be digital and accessible on-line. Depending on the type of development, pre-COVID 19 processing times have been approximately four months (e.g. ADUs) to one year (e.g. entitlements), and anticipated to reduced by two to four months. By offering expedited forms of our services, we can assist customers through the process efficiently and increase productivity. LEAP NOFA Application Rev. 112412020 55B-17 Page 13 of 14 Appendix B LEAP NOFA Application Rev. 112412020 55B-18 Page 14 of 14 State of California Financial Information System for California (FI$Cal) i Ca j GOVERNMENT AGENCY TAXPAYER ID FORM ■ f 2000 Evergreen Street, Suite 215 cial information System for California Sacramento, CA 95815 www.fiscal.ca.gov 1-855-347-2250 The principal purpose of the information provided is to establish the unique identification of the government entity. Instructions: You may submit one form for the principal government agency and all subsidiaries sharing the same TIN. Subsidiaries with a different TIN must submit a separate form. Fields bordered in red are required. Hover over fields to view help information. Please print the form to sign prior to submittal. You may email the form to: vendors@fiscal.ca.gov, or fax it to (916) 576-5200, or mail it to the address above. Principal City of Santa Ana/ Planning & Building Agency Government Agency Name Remit -To 120 Civic Center Plaza Address (Street or PO Box) City Santa Ana State CA Zip Code+4 92702 Government Type: El City County Special District Federal Other (Specify) Federal 95-6000785 Employer Identification Number (FEIN) List other subsidiary Departments, Divisions or Units under your principal agency's jurisdiction who share the same FEIN and receives payment from the State of California. Dept/Division/Unit Complete Name Citywide Address Dept/Division/Unit Complete Name Address Dept/Division/Unit Complete Name Address Dept/Division/Unit Complete Name Address Contact Person I Melanie G. McCann Title Executive Director of Planning and Building Agency Phone number 714.667.2746 E-mail address mmccann@santa-ana.org Signature IDate 55B-19 EXHIBIT 3 STATE OF CALIFORNIA- BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY Gavin Newsom, Governor DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT DIVISION OF FINANCIAL ASSISTANCE 2020 W. El Camino Avenue, Suite 500 Sacramento, CA 95833 (916) 263-2771 1 FAX (916) 263-2763 www.hcd.ca.00v January 27, 2020 MEMORANDUM FOR: All Potential Applicants FROM: Zachary Olmstead, Deputy Director Division of Housing Policy Development Layxvmrr P` E (gyC • CIIMOR��• SUBJECT: NOTICE OF FUNDING AVAILABILITY - LOCAL EARLY ACTION PLANNING GRANTS PROGRAM The California Department of Housing and Community Development (Department) is pleased to announce the release of this Notice of Funding Availability (NOFA) for approximately $119,040,000 as part of the Local Early Action Planning Grants Program (LEAP or Program). LEAP is made available as a portion of the Local Government Planning Support Grants Program pursuant to Chapter 3.1 of Health and Safety Code (Sections 50515 to 50515.05) (Chapter 159, Statutes of 2019). LEAP provides funding to jurisdictions for the preparation and adoption of planning documents, process improvements that accelerate housing production, and facilitate compliance in implementing the sixth cycle of the regional housing need assessment (RHNA). In order to be eligible for grant funding, an applicant must submit a completed, signed original application and an electronic copy on CD or USB flash drive. Applications will be accepted on an Over -the -Counter (OTC) basis as of the date of this NOFA through July 1, 2020. The Department encourages early applications and will accept applications post -marked by the July 1, 2020 deadline. Applicants may utilize various carrier services, such as the U.S. Postal Service, UPS, FedEx, or other carrier services. All applications must be submitted to the Department at the following address: California Department of Housing and Community Development Division of Housing Policy Development 2020 West El Camino Ave, Suite 500 Sacramento, CA 95833 Program applications, forms and instructions are available on the Department's website at https://www.hcd.ca.gov/qrants-funding/active-funding/leap.shtml. If you have questions regarding this NOFA, please email the Department at EarlyActionPlanning(c)hcd.ca.gov. Attachment 55B-20 LOCAL EARLY ACTION PLANNING GRANTS PROGRAM (LEAP) 2020 NOTICE OF FUNDING AVAILABILITY State of California Governor Gavin Newsom Alexis Podesta, Secretary Business, Consumer Services and Housing Agency Douglas R. McCauley, Acting Director California Department of Housing and Community Development Zachary Olmstead, Deputy Director California Department of Housing and Community Development Division of Housing Policy Development 2020 West El Camino Avenue, Suite 500 Sacramento, CA 95833 Telephone: (916) 263-2911 Website: https://www.hcd.ca.gov/grants-funding/active-funding/leap.shtml Email: EarlyActionPlanningc-)hcd.ca.gov January 27, 2020 55B-21 Table of Contents VI. Eligible Applicants..................................................................................................3 VI I. Eligible Activities.....................................................................................................4 VIII. Ineligible Activities..................................................................................................6 IX. Eligible Uses...........................................................................................................7 X. Ineligible Uses........................................................................................................7 XI. Application Requirements.......................................................................................7 XII. Application Submission Requirements...................................................................8 XIII. Application Review.................................................................................................8 XIV. Award Letter and Standard Agreement..................................................................9 XV. Appeals..................................................................................................................9 /:I9W_r a Nl XVII. Right to Modify or Suspend the NOFA, and Final Decision -making ...... ............... 13 XVIII. Definitions.............................................................................................................14 55B-22 2019 NOTICE OF FUNDING AVAILABILITY LOCAL EARLY ACTION PLANNING GRANTS PROGRAM I. Introduction The California Department of Housing and Community Development (Department) is pleased to announce the release of this Notice of Funding Availability (NOFA) for approximately $119,040,000 as part of the Local Early Action Planning Grants Program (LEAP or Program). LEAP is made available as a portion of the Local Government Planning Support Grants Program pursuant to Chapter 3.1 of Health and Safety Code (Sections 50515.03 (Chapter 159, Statutes of 2019). The Program provides funding to jurisdictions for the preparation and adoption of planning documents, process improvements that accelerate housing production, and facilitate compliance in implementing the sixth cycle of the RHNA. II. Authority and Scope This NOFA is authorized pursuant to Chapter 3.1 of Health and Safety Code (Sections 50515 to 50515.05). The NOFA implements, interprets, and makes specific provisions for purposes of implementing planning grants to jurisdictions pursuant to 50515.03 (hereinafter "LEAP"). This NOFA establishes terms, conditions, forms, procedures and other mechanisms as the Department deems necessary to exercise the powers and perform the duties conferred by Chapter 3.1. The matters set forth herein are regulatory mandates, and are adopted in accordance with the authorities set forth below: Quasi -legislative regulations ... have the dignity of statutes ... [and]... delegation of legislative authority includes the power to elaborate the meaning of key statutory terms... Ramirez v. Yosemite Water Co., 20 Cal. 4th 785, 800 (1999) Further, the Department may implement the Program through the issuance of forms, guidelines, and one or more NOFAs, as the Department deems necessary, to exercise the powers and perform the duties conferred on it by this chapter. Any forms, guidelines, and notices of funding availability adopted pursuant to this section are hereby exempted from the rulemaking provisions of the Administrative Procedure Act (Chapter 3.5 (commencing with Section 11340) of Part 1 of Division 3 of Title 2 of the Government Code). (Health and Safety Code Section 50515.04(f)). The Department reserves the right, at its sole discretion, to suspend or amend the provisions of this NOFA, including, but not limited to, grant award amounts. CA HCD Notice of Funding Availability 56B-23 Local Early Action Planning Grants 2020 III. Program Summary The Local Early Action Planning Grants Program (LEAP or Program) is part of the broader Program formerly known as the Local Government Planning Support Grants Program, which was established as part of the 2019-20 Budget Act. The 2019-20 Budget Act provides a spectrum of support, incentives, resources and accountability to meet California's housing goals. Some specific elements include: • Planning Support (local and regional planning grants) • Incentives (Prohousing preference and infill incentive grants) • Funding Resources • Accountability (penalties for noncompliant housing plans) • Reform (collaborative processes to reform regional housing needs) The Local Government Planning Support Grants Program provides one-time grant funding to regions and jurisdictions for technical assistance, preparation and adoption of planning documents, and process improvements. The over -arching goals of the Program are to (1) accelerate housing production; and (2) facilitate compliance to implement the sixth cycle of the regional housing need assessment (RHNA). IV. Program Timeline Grants will be available to eligible applicants on a noncompetitive, Over -the - Counter (OTC) basis. Applications will be accepted from the date of the release of this NOFA and up until July 1, 2020. See Table 1 below for the anticipated timeline for awards for the OTC period. Event Date NOFA Release January 27, 2020 NOFA Application Webinar February 14, 2020 NOFA Application Workshops February and March 2020 Final Due Date for OTC Applications July 1, 2020 Technical Assistance February 2020 through December 31, 2023 Expenditure Deadline December 31, 2023 CA HCD Notice of Funding Availability 56B-24 Local Early Action Planning Grants 2020 The Department will review applications within 30 days and target award of applications within 60 days, with subsequent Standard Agreements processed within 60 days of award. Applicants are encouraged to submit early in the application window. The Department will hold workshops and a webinar to review the LEAP NOFA and application and will be conducting technical assistance to aid applicants throughout the OTC period and implementation of the grant. For a list of dates, times, and locations for the workshops as well as information on technical assistance, please visit the Department's website at https://www. hcd.ca.gov/grants-funding/active-funding/leap.shtml. V. Award Amounts This Program will make $119,040,000 dollars available to jurisdictions for Program implementation, including state operations and expenditures, and technical assistance. Maximum award amounts are based on population estimates as of January 1, 2019.' The minimum award amount is $25,000. The maximum amount that a jurisdiction may receive pursuant to this subdivision shall be as follows: Jurisdiction Size (in population) Maximum Award Amount 750,000 or greater $1,500,000 300,000 to 749,999 $750,000 100,000 to 299,999 $500,000 60,000 to 99,999 $300,000 20,000 to 59,999 $150,000 Less than 20,000 $65,000 Applicants seeking partnerships with other local governments will be additive. For example, two jurisdictions between 100,000 and 299,999 people could submit a proposal for up to $1.0 million. Eligible Applicants Eligible applicants are limited to local governments, i.e., cities and counties. However, local governments may partner through legally binding agreements with other forms of governments or entities where the proposal will have a direct effect 1 Population estimates, posted as of January 1, 2019, are based on the Department of Finance E-1 report. Official maximum amounts per jurisdiction can be found at the Department's website at httpsI/www.hcd.ca.gov/grants- fund i ng/active-fundi na/leap.shtml . CA HCD Notice of Funding Availability 56B-25 Local Early Action Planning Grants 2020 on land -use or development within the participating localities. This includes, but is not limited to, partnerships with other localities, regional governments, housing authorities, school districts, special districts, community -based organizations, or any duly constituted governing body of an Indian Reservation or Rancheria. Applicants forming partnerships, must submit separate, completed and signed application packages, including resolutions and a copy of the signed agreement between partners to the Department in order to be awarded funds. VII. Eligible Activities Eligible activities must demonstrate an increase in housing related planning activities and facilitate accelerated housing production. Eligible activities may be part of a larger planning effort (e.g., a comprehensive zoning code update) if proposed activities have not been completed prior to the NOFA date, are distinct, and demonstrate a nexus to accelerating housing production. Eligible activities are not necessarily jurisdiction -wide and may include a smaller geography with a significant impact on housing production. For example, eligible activities may include a housing development -related project with a significant community level impact, or planning or process improvement for a project with an ongoing community impact beyond the project. Eligible activities may include a variety of planning documents and processes, including, but not limited to, the following as set forth in Health and Safety Code section 50515.03(c): 1. Rezoning and encouraging development by updating planning documents and zoning ordinances, such as General Plans, community plans, specific plans, implementation of sustainable communities' strategies, and local coastal programs; 2. Completing environmental clearance to eliminate the need for project - specific review; 3. Establishing housing incentive zones or other area -based housing incentives beyond State Density Bonus Law such as a workforce housing opportunity zone pursuant to Article 10.10 (commencing with Section 65620) of Chapter 3 of Division 1 of Title 7 of the Government Code, or a housing sustainability district pursuant to Chapter 11 (commencing with Section 66200) of Division 1 of Title 7 of the Government Code; 4. Performing infrastructure planning, including for sewers, water systems, transit, roads, or other public facilities necessary to support new housing and new residents; 5. Planning documents to promote development of publicly -owned land, such as partnering with other local entities to identify and prepare excess or surplus property for residential development; 6. Revamping local planning processes to speed up housing production; 7. Developing or improving an accessory dwelling unit ordinance in compliance with Section 65852.2 of the Government Code; 8. Planning documents for a smaller geography (less than jurisdiction -wide) with a significant impact on housing production, including an overlay district, project level specific plan, or development standards modifications proposed for significant areas of a locality, such as corridors, downtown or priority growth areas; CA HCD Notice of Funding Availability 56B-26 Local Early Action Planning Grants 2020 9. Rezoning to meet requirements pursuant to Gov. Code Section 65583(c)(1), and other rezoning efforts to comply with Housing Element requirements, including Gov. Code Section 65583.2(c) (AB 1397, Statutes of 2018); 10. Upzoning or other implementation measures to intensify land use patterns in strategic locations, such as close proximity to transit, jobs or other amenities; 11. Rezoning for multifamily housing in high resource areas (according to Tax Credit Allocation Committee/Housing Community Development Opportunity Area Maps); 12. Establishing pre -approved architectural and site plans; 13. Preparing and adopting Housing Elements of the General Plan that include an implementation component to facilitate compliance with the sixth cycle RHNA; 14.Adopting planning documents to coordinate with suballocations under Regional Early Action Planning Grants (REAP) pursuant to Health and Safety Code Section 50515.02(f) that accommodate the development of housing and infrastructure, and accelerate housing production in a way that aligns with state planning priorities, housing, transportation equity and climate goals, including hazard mitigation or climate adaptation; 15. Zoning for by -right supportive housing, pursuant to Gov. Code section 65651 (Chapter 753, Statutes of 2018); 16. Zoning incentives for housing for persons with special needs, including persons with developmental disabilities; 17. Planning documents related to carrying out a local or regional housing trust fund; 18. Environmental hazard assessments; data collection on permit tracking; feasibility studies, site analysis, or other background studies that are ancillary (e.g., less than 15 percent of the total grant amount) and part of a proposed activity with a nexus to accelerating housing production; and 19.Other planning documents or process improvements that demonstrate an increase in housing related planning activities and facilitate accelerating housing production; and 20. Establishing Prohousing Policies, as follows: Prohousing Policies The Department encourages applicants to consider LEAP funds to facilitate designation as a Prohousing jurisdiction. The 2019-20 Budget Act requires the Department to develop the Prohousing designation emergency regulations by no later than July 1, 2021. This program will allow the Department to designate jurisdictions as "Prohousing," when they demonstrate policies and strategies to accelerate housing production. In turn, Prohousing jurisdictions will be awarded additional points or preference in programs such as the Affordable Housing and Sustainable Communities (AHSC), Transformative Climate Communities (TCC), Infill Infrastructure Grant (IIG) programs and other state funding programs. The Department anticipates developing emergency regulations and Prohousing designations prior to July 1, 2021, and will seek to designate jurisdictions prior to future rounds of AHSC, TCC and IIG CA HCD Notice of Funding Availability 56B-27 Local Early Action Planning Grants 2020 programs. Pursuant to Gov. Code Section 65589.9(f)(2), "Prohousing" policies mean policies that facilitate the planning, approval, or construction of housing. These policies may include, but are not limited to, the following: A. Planning for local financial incentives for housing, including, but not limited to, establishing a local housing trust fund; B. Reducing parking requirements for sites that are zoned for residential development; C. Adoption of zoning allowing for use by right for residential and mixed - use development; D. Zoning more sites for residential development or zoning sites at higher densities than is required to accommodate the minimum existing RHNA for the current Housing Element cycle; E. Adoption of accessory dwelling unit ordinances or other mechanisms that reduce barriers for property owners to create accessory dwelling units beyond the requirements outlined in Section 65852.2, as determined by the Department; F. Process improvements that reduce permit processing time; G. Creating of objective development standards; H. Studies and implementing actions that reduce development impact fees; and I. Establishing a Workforce Housing Opportunity Zone, as defined in Section 65620, or a housing sustainability district, as defined in Section 66200." Vill. Ineligible Activities 1. Activities unrelated to preparation and adoption of planning documents, and process improvements to accelerate housing production and facilitate compliance to implement the sixth cycle of the RHNA; 2. Activities that obstruct or hinder housing production, e.g., moratoriums, downzoning, planning documents with conditional use permits that significantly impact supply, cost, approval certainty and timing, planned development, or other similarly constraining processes; and 3. Project specific planning documents that do not have a significant impact on accelerating housing production or significant community level or re- occurring benefit beyond the project. 4. The Department may consider proposals that are combined with larger proposals that have a positive housing component and the net effect on accelerating housing production is significant. For example, an applicant may propose combining an open -space designation, downzoning, or anti - displacement measures with by -right upzoning that has a significant net gain in housing capacity. CA HCD Notice of Funding Availability 56B-28 Local Early Action Planning Grants 2020 IX. Eligible Uses 1. Grant funds may cover the costs of temporary staffing or consultant needs associated with eligible activities; 2. Grant funds shall be used for the costs of preparing and adopting the proposed activity; 3. A jurisdiction 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 jurisdiction of its responsibilities under the Program; 4. Eligible expenditures may be incurred and expended for the project(s) subject to the terms and conditions of the Standard Agreement; and 5. Only approved and eligible costs incurred for work after the NOFA date, continued past the date of the Standard Agreement, and completed during the grant term, will be reimbursable. X. Ineligible Uses 1. Program 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; 2. No more than 5 percent of the grant amount may be used for administrative costs for any proposed use, to be approved by the Department upon disbursement; and 3. Approved and eligible costs incurred prior to the NOFA date are ineligible. XI. Application Requirements Until July 1, 2020, a jurisdiction may request an allocation of funds pursuant to this section by submitting a complete application to the Department that demonstrates: 1. A budget, including timelines, deliverables, sub -steps and adoption, that demonstrates funds will be utilized for eligible activities and uses; 2. How proposed activities will increase housing planning and facilitate accelerating local housing production; 3. Completed or proposed activities consistent with the state or other planning priorities; and 4. All other required information contained in the Department's application Applicants will demonstrate consistency with these requirements utilizing the forms and manner prescribed in the Department application. Accelerating Housing Production: Applicants must propose and document plans or processes that increase housing planning and facilitate accelerating local housing production. The application must demonstrate a significant positive effect on accelerating housing production through timing, cost, approval certainty, entitlement streamlining, feasibility, infrastructure capacity, or impact on housing CA HCD Notice of Funding Availability 56B-29 Local Early Action Planning Grants 2020 supply and affordability. An application must include an explanation and documentation of the nexus to accelerating housing production based on a reasonable and verifiable methodology and must utilize the Department's form (see the Department's application). A verifiable methodology may include a statement of support from a non-profit or for -profit developer that is active in the locality. State and Other Planning Priorities: Consistency with state or other planning priorities may be demonstrated through proposed activities in the application OR activities that were completed within the last five years. Applicants must self - certify utilizing the Department's form (see Department's application). XI I. Application Submission Requirements In order to be eligible for grant funding, an applicant must submit a completed, signed original application and an electronic copy on CD or USB flash drive. Applications will be accepted on an OTC basis as of the date of this NOFA through July 1, 2020. The Department encourages early applications and will accept applications post -marked by the July 1, 2020 deadline. Applicants may utilize various carrier services, such as the U.S. Postal Service, UPS, FedEx, or other carrier services. All applications must be submitted to the Department at the following address: California Department of Housing and Community Development Division of Housing Policy Development 2020 West El Camino Ave, Suite 500 Sacramento, CA 95833 Applications must be on Department forms and cannot be altered or modified by the applicant. Program applications and forms are available on the Department's website located at https://www.hcd.ca.gov/grants-funding/active- funding/leap.shtml. XIII. Application Review 1. The Program will not utilize a competitive process to award funds. 2. Funds will be available to eligible applicants on a rolling OTC basis that begins as of the date of this NOFA and ends July 1, 2020. 3. An application form will be available upon release of the NOFA and will include forms to demonstrate meeting eligibility requirements such as, among other forms, a resolution, a proposed budget and timeline table and self - certified attachments demonstrating a nexus to housing production and consistency with state planning and other priorities; 4. Applications will first be reviewed for, among other things, completeness, eligibility requirements, and accuracy; 5. In order to be considered complete, an application must contain requested CA HCD Notice of Funding Availability 56B-30 Local Early Action Planning Grants 2020 M LTJ XV information and supporting documentation where appropriate; 6. All applications must meet the eligibility requirements as specified in this NOFA; 7. If the application is ineligible, it will not be considered for funding, but may be amended and resubmitted; 8. The Department may request additional information to complete and approve the application for funding; 9. Applications recommended for funding are subject to conditions specified by the Department; 10.Applications will be reviewed within 30 days from the date the Department receives the application; and 11.AII applicants not meeting the eligibility requirements will be informed within 30 days from the date the Department receives the application. Award Letter and Standard Agreement Successful applicants will receive an Award Letter from the Department and will be awarded funds. Applicants will enter into a state Standard Agreement (Standard Agreement) for distribution of funds. The Standard Agreement process will specify, among other things, the amount of funds granted, timeline for expenditure of funds, and the approved use of funds. Expenditure report dates and other requirements will also be identified in the Standard Agreement. Appeals Basis of Appeals: A. Upon receipt of the Department's notice deeming an application incomplete or ineligible, applicants under this NOFA may appeal such decision(s) to the Department Director. B. The decision of the Director is final and not subject to further administrative or judicial review. C. No applicant shall have the right to appeal a decision of the Department relating to another applicant's eligibility, award, denial of award, or any other related matter. 2. Appeals Process and Deadlines: A. Process. In order to lodge an appeal, applicants must submit to the Director by the deadline set forth in subsection (b) below, a written appeal which states all relevant facts, arguments, and evidence upon which the appeal is based. No new or additional information will be accepted. Once the written appeal is submitted to the Director, no further information or materials is required to be accepted or considered thereafter. Appeals are to be submitted to the Director at following address: CA HCD Notice of Funding Availability 59B-31 Local Early Action Planning Grants 2020 California Department of Housing and Community Development Division of Housing Policy Development 2020 W. El Camino Avenue, Suite 500 Sacramento, California 95833 EarlyActionPlanning(a�hcd.ca.gov The Director will accept appeals delivered through a carrier service such as the U.S. Postal Service, UPS, Fed -Ex, or other carrier services that provide date stamp verification of delivery. Deliveries must be received during the Department's weekday (non -state holiday) business hours of 9:00 a.m. to 5:00 p.m. Pacific Standard Time. Additionally, emails to the email address listed above will be accepted if the email time stamp is prior to the appeal deadline. B. Filing Deadline. Appeals must be received by the Director no later than (5) five business days from the date of the Department's determination. 3. Decision: Any request to amend the Department's decision shall be reviewed for compliance with this NOFA and its application. The Director shall render his/her decision in writing within fifteen (15) business days of receipt of the applicant's written appeal. The decision of the Director shall be the Department's final decision, and shall not be appealable to any court or tribunal. I:��l der ul TT'iT13iFiiIMM 1. Grant Execution and Term A. The Department will notify the grantee if they have been selected for a grant award; B. After the Standard Agreement has been drawn, the grantee will be provided instructions for signing all required documents. The grantee must submit all supporting materials and a signed Standard Agreement within the timeline provided in the instructions, or risk forfeiting the grant award; C. The grant term begins on the day the Department and the grantee have fully executed the Standard Agreement. The Department will notify the grantee and partners when work may proceed under the agreement. However, eligible activities that are approved by the Department may be retroactively reimbursed to the date of the NOFA; and D. The end of the grant term will be determined by the state based on the availability of grant funds and the administrative requirements for liquidation. CA HCD Notice of Funding Availability 568-32 Local Early Action Planning Grants 2020 2. Payment and Accounting of Grant Funds A. Grant funds cannot be disbursed until the Standard Agreement has been fully executed; B. The grantee will be responsible for compiling and submitting all invoices and reporting documents. Grantees will submit for reimbursements to the Department based on actual cost incurred; C. The grantee must bill the state based on clear deliverables outlined in the Standard Agreement or budget timeline. Only approved and eligible costs incurred for work after the NOFA date, continued past the date of the Standard Agreement, and completed and processed prior to the expenditure deadline, will be reimbursable. Approved and eligible costs incurred prior to the NOFA date are ineligible; D. Work must be completed prior to requesting reimbursement; E. Grant fund payment will be made on a reimbursement basis; advance payments are not allowed. The grantee and partners must have adequate cash flow to pay all grant -related expenses prior to requesting reimbursement from the Department. Project invoices will be submitted to the Department by the grantee on a quarterly basis; F. 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; G. Supporting documentation may include, but is not limited to: receipts, progress payments, subcontractor invoices, time cards, etc.; H. Invoices must be accompanied by reporting materials where appropriate. Invoices without the appropriate reporting materials will not be paid. The Department may withhold 10 percent of the grant until grant terms have been fulfilled; and I. Each recipient of funds under the Program shall expend those funds no later than December 31, 2023. 3. Accounting Records and Audits A. The grantee must establish a separate ledger account for receipts and expenditures of grant funds and maintain expenditure details in accordance with the budget and timeline. Separate bank accounts are not required; B. 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 generally accepted accounting principles; C. 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; D. The grantee agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated; E. Subcontractors employed by the grantee and paid with moneys under the CA HCD Notice of Funding Availability 5t'13-33 Local Early Action Planning Grants 2020 terms of this Standard Agreement shall be responsible for maintaining accounting records as specified above; F. 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 Department's request, the awardee 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 project implementation and over the project life; G. The Department may request additional information, as needed, to meet other applicable audit requirements; and H. The Department may monitor expenditures and activities of an applicant, as the Department deems necessary, to ensure compliance with Program requirements. 4. Remedies of Nonperformance A. In the event that it is determined, at the sole discretion of the state, 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; B. 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; and C. 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. D. The Department may, as it deems appropriate or necessary, request the repayment of funds from an applicant, or pursue any other remedies available to it by law for failure to comply with Program requirements (Health and Safety Code section 50515.04(e). 5. Reporting A. At any time during the term of the Standard Agreement, the Department may request a performance report that demonstrates satisfaction of all requirements identified in the Standard Agreement with emphasis on eligible activities, eligible uses, ineligible uses, and expenditures, according to timelines and budgets referenced in the Standard Agreement; B. Awardees shall submit a report, in the form and manner prescribed by CA HCD Notice of Funding Availability 56%-34 Local Early Action Planning Grants 2020 XVII. the Department, to be made publicly available on its internet website, by April 1 of the year following the receipt of those funds, and annually thereafter until those funds are expended, that contains the following information: • The status of the proposed uses listed in the entity's application for funding and the corresponding impact on housing within the region or jurisdiction; and • A summary of building permits, certificates of occupancy, or other completed entitlements issued by entities within the region, or by the jurisdiction, as applicable. C. The awardee must, in lieu of a separate report, provide the above described information as part of its annual report pursuant to Gov. Code Section 65400; D. The Department may request additional information, as needed, to meet other applicable reporting requirements; E. Upon completion of all deliverables within the Standard Agreement, the awardee shall submit a close out report. See Attachment 1; and F. The Department shall maintain records of the following and provide that information publicly on its internet website: The name of each applicant for Program funds and the status of that entity's application; The number of applications for Program funding received by the Department; and The information described in 5(B) above for each recipient of Program funds. Right to Modify or Suspend the NOFA, and Final Decision -making The Department reserves the right, at is sole discretion, to suspend, amend, or modify the provisions of this NOFA at any time, including, without limitation, the amount of funds available hereunder. If such an action occurs, the Department will notify all interested parties and will post the revisions to the Department's website. You may subscribe to the Department's email list here: http://www.hcd.ca.gov/HCD SSI/subscribe-form.html. Further, the Department's decision to approve or deny an application or request for funding pursuant to the Program, and its determination of the amount of funding to be provided, shall be final. CA HCD Notice of Funding Availability 56kb-35 Local Early Action Planning Grants 2020 XVIII. Definitions All terms not defined below shall, unless their context suggests otherwise, be interpreted in accordance with the meanings of terms described in Health and Safety Code section 50470. A. "Accelerating Housing Production" means improving the timing, cost, feasibility, approval and amount of development through various mechanisms such as zoning incentives (e.g., increased density and heights, reduced parking requirements), upzoning, zoning amendments to permit residential in non-residential zones, corridor planning, development standards modifications, non -discretionary review, financing strategies, sliding scale fee modifications, facilitating adequate infrastructure to support development, approval streamlining that addresses quickness and ease of entitlements, and other mechanisms that promote production or remove or mitigate regulatory barriers. B. "Affordability" means a housing unit that satisfies at least one of the following criteria: It is available at an "affordable rent' as that term is used and defined in Section 50053 of the Health & Safety Code; 2. It is offered at an "affordable housing cost', as that term is used and defined in Section 50052.5 of the Health & Safety Code; or 3. It is available at an "affordable rent' or an "affordable housing cost' according to the alternative percentages of income for agency -assisted rental and cooperative housing developments pursuant to Department regulations adopted under Health and Safety Code section 50462(f). C. "Annual Progress Report' (APR) means the annual report required to be submitted to the Department pursuant to paragraph (2) of subdivision (a) of Section 65400 of the Government Code. D. "Completed entitlement' means a housing development project that has received all the required land use approvals or entitlements necessary for the issuance of a building permit and for which no additional action, including environmental review or appeals, is required to be eligible to apply for and obtain a building permit. E. "Council of governments" means a single or multicounty council created by a joint powers agreement pursuant to Chapter 5 (commencing with Section 6500) of Division 7 of Title 1 of the Government Code that is responsible for allocating regional housing need pursuant to Sections 65584, 65584.04, and 65584.05 of the Government Code. F. "Department' means the California Department of Housing and Community Development. CA HCD Notice of Funding Availability 58t-36 Local Early Action Planning Grants 2020 G. "Housing" means any development that satisfies both of the following criteria: 1. At least two-thirds of the square footage of the development must be designated for residential use; and 2. Includes a house, an apartment, a mobile home or trailer, a group of rooms, or a single room that is occupied as separate living quarters, or, if vacant, is intended for occupancy as separate living quarters. Separate living quarters are those in which the occupants live separately from any other individuals in the building, and which have a direct access from the outside of the building, or through a common hall. Note: accessory dwelling units (ADU) and junior accessory dwelling units (JADU) pursuant to Gov. Code sections 65852.2 and 65852.22 meet the definition above. H. "Housing Element" or "element" means the Housing Element of a community's General Plan, as required pursuant to subdivision (c) of Section 65302 of the Government Code and prepared in accordance with Article 10.6 (commencing with Section 65580) of Chapter 3 of Division 1 of Title 7 of the Government Code. I. "Jurisdiction" means any city, including a charter city, county, including a charter county or city and county, including a charter city and county. J. "Local government" or "Locality" means any city, including a charter city, county, including a charter county or city and county, including a charter city and county. K. "Objective zoning standard", "objective subdivision standard", and "objective design review standard" means standards that involve no personal or subjective judgment by a public official, and are uniformly verifiable by reference to an external and uniform benchmark or criterion available, and knowable by both the development applicant or proponent and the public official prior to submittal. "Objective design review standards" means only objective design standards published and adopted by ordinance or resolution by a local jurisdiction before submission of a development application, which are broadly applicable to development within the jurisdiction. L. "Other Planning Priorities" means planning, policies, programs or investments to promote housing choices and affordability to lower and moderate income households, the encouragement of conservation of the existing affordable housing stock, and efforts to take into account current and future impacts of climate change, including hazard mitigation. M. "Regional housing need assessment" means the existing and projected need for housing for each region, as determined by the Department pursuant to Section 65584.01 of the Government Code. CA HCD Notice of Funding Availability 5bvB-37 Local Early Action Planning Grants 2020 N. "State Planning Priorities" means priorities which are intended to promote equity, strengthen the economy, protect the environment, and promote public health and safety in the state, including in urban, suburban, and rural communities pursuant to Gov. Code Section 65041.1. O. "Streamlined Housing Production" means improving the entitlement process through actions such as removing, mitigating or minimizing local regulatory requirements, reforming the local approval process to reduce processing times, the number of local discretionary approvals and permits needed for projects, improving approval certainty, establishing non -discretionary processes, modifying development standards, such as reducing parking requirements and increasing height limits, or other efforts, such as taking the fullest advantage of existing streamlining mechanisms provided in state law. CA HCD Notice of Funding Availability 5bl'B-38 Local Early Action Planning Grants 2020 Attachment 1 Close Out Reporting Form CA HCD Notice of Funding Availability 566-39 Local Early Action Planning Grants 2020 LEAP Grant Close Out Reporting Template Brief Summary • Overview of the project • Project start date and duration • Project goals and relevance to LEAP goals • Quantified outcomes Lead Agency and Partnerships • List lead agency and partnerships (including names, titles, organizations, and roles and responsibilities of each) • What did those collaborative relationships and processes look like? Drivers • Did any local, state, or federal legislation or mandates drive the project? (SB 35, AB 1397, etc.) • Was it a community driven effort? • Were there additional funding opportunities present? Engagement Process • Who were your stakeholders? • What did the engagement process look like? • What role did stakeholders play in the process? (Keep in mind: training, education, council formation, technical assistance, etc.) • What were the outcomes of the engagement process? Challenges • What challenges were encountered? • What solutions were encountered or created? . Are there areas for improvement of policy alignment at the state or federal level to help achieve this project more easily? CA HCD Notice of Funding Availability 56%-40 Local Early Action Planning Grants 2020 LEAP Grant Close Out Reporting Template Outcomes • What are the current or projected outcomes? Benefits? • Were outcomes as anticipated? • Have new opportunities arisen as a result of this project? • What are the next steps? Replicability • What aspects of the project could be replicated in other communities? • Useful resources and tools? For a specific region or sector? Additional Resources • Links to the project itself • Links to resources used throughout and any other relevant resources Further Information • Who can be reached to ask more questions about this project? . Name • Number and/or email CA HCD Notice of Funding Availability 56 % 1 Local Early Action Planning Grants 2020 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE: REVIEW PROPOSED CHARTER AMENDMENTS FROM THE AD HOC CHARTER REVIEW COMMITTEE AND PROVIDE DIRECTION TO STAFF 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 /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Review the proposed Charter amendments from the Ad Hoc Charter Review Committee and provide direction to staff. DISCUSSION Background The City of Santa Ana is governed through a Charter authorized by the California Constitution. The Charter is a vital document which establishes a degree of autonomy to local governments and outlines certain authority and restrictions the City has over municipal affairs. The Charter addresses important aspects of the City of Santa Ana's authority. The original Charter of the City of Santa Ana was adopted by the voters in 1952. Modifications to the original document have been approved by the voters on several occasions, with the last major amendment occurring as part of the November 8, 2018 General Municipal Election. While most Charter amendments were prepared and executed individually, the City has used a citizens advisory committee to review the Charter only once (in 2005), and has deployed an ad hoc committee of the City Council in 2005, 2018, and most recently in 2020. 2020 Ad Hoc Charter Review Committee At the January 21, 2020 City Council meeting, Mayor Pulido appointed an ad hoc committee ("Ad Hoc Charter Review Committee"), composed of Councilmembers Bacerra, Penaloza, and Solorio, to review the current Charter and make recommendations to amend it. The City Attorney's Office, City Manager's Office, and Clerk of the Council's Office provided staff support to the Ad Hoc Charter Review Committee. Between March and May 2020, the Ad Hoc Charter Review Committee met 11 times. As a result of these meetings, the Ad Hoc Charter Review Committee recommends 17 Charter amendments, as well as presents five outstanding topics for discussion. These items are outlined in the table below. 65A-1 Review Proposed Charter Amendments and Provide Direction to Staff June 2, 2020 Page 2 Proposed Charter Amendments Recommended by the Ad Hoc Committee Proposed Charter Amendment Purpose / Reason for Amendment 1 Section 400: Number, Selection Clarifies when new councilmembers are sworn in and Term of Members 2 Section 401.05 : Code of Ethics Clarifies the applicability of the Code of Ethics and Conduct to and Conduct include elected officials, the City Attorney, City Manager, Clerk of Council, Police Chief, and directors of all City departments 3 Section 404: Presiding Officer, Moved term limit provisions from this section to Section Mayor 401.01 (new) 4 Section 405: Mayor Pro Tern Clarifies when the selection of the mayor pro tem shall occur 5 Section 406: Council Judge of Adds "or at a special meeting" Elections and Qualifications of Members 6 Section 413: Adoption Adds "resolutions" to title; clarifies effective date and who can (Ordinances) sign, and provides that ordinances amended after the first reading must be re -introduced to be consistent with state law 7 Section 609: Budget Removes the two-thirds vote requirement for budget Appropriations appropriations 8 Section 613: Claims— Finance recommends revising this section to streamline the Formalities; Treasury Warrants process for paying invoices. The prescribed process in the Charter is outdated. 9 Section 1000: Civil Service Revises equal opportunity provisions; adds "with concurrence System of the City Council" relating to any recommendations for changes to the civil service rules by the Personnel Board 10 Section 1002: Civil Service and Administrative clean-up; revisions to ensure compliance with Excepted Service CalPERS rules and other applicable laws and regulations 11 Section 1010: Prohibitions Updates anti -discrimination provision and adds a provision requiring that the City Council adopt an anti -nepotism policy 12 Section 1011: Contractfor Changes "personnel" to "human resources" Performance of Administrative Functions 13 Section 1014: Work Stoppages Removes this section in its entirety 14 Section 1208: Enforcement Allows that the City to contract with a State or County entity to enforce the provisions of this section 15 Section 1400: Employees' Revisions to be consistent with revisions in Section 1002 Retirement System 16 [various] Replaces gender -specific language with gender -neutral language 17 [various] Replaces "clerk of the council" with "city clerk" The proposed language for Charter amendments 1 through 15, as identified in the table above, are attached for review and consideration (Exhibit 1). Considering that items 16 and 17 are administrative in nature and may not require a policy discussion, these items are omitted from the attached proposed language. The Ad Hoc Charter Review Committee recommends that the City 65A-2 #43918v1 Review Proposed Charter Amendments and Provide Direction to Staff June 2, 2020 Page 3 Council concur with the Ad Hoc Charter Review Committee's recommendations relating to the proposed Charter amendments 1 through 17. In addition to the 17 proposed Charter amendments as recommended by the Ad Hoc Charter Review Committee, there are the five outstanding items for discussion by the City Council. Proposed Charter Amendment Topics for Discussion Proposed Charter Purpose / Reason for Amendment Notes Amendment A Section 401: Revises the residency requirements The Ad Hoc Charter Review Qualification of for mayor and councilmember, and Committee recommends that Members adds procedures to confirm residency. this item, including the attached Moved term limit provisions from this redline changes, be discussed section to Section 401.01 (new) by the City Council B Section 401.01 (new): Restates the term limits for mayor and The Ad Hoc Charter Review Term Limits councilmembers already set forth in Committee members Charter Sections 401 and 404. Three individually provided their issues are being analyzed and further recommendations regarding reviewed. These issues are: term limits (including a lifetime 1. Whether to impose a lifetime ban; ban, removal of the word 2. Whether to remove the term "consecutive," and removal of "consecutive" the cooling off period provision) 3. Whether to remove the cooling off and is asking whether the period. Council supports these recommendations. C Section 1206: Revised provisions to increase The Ad Hoc Charter Review Campaign transparency. Committee added a provision Contribution Limitation that would apply to developers, their principals or owners with pending Significant Planning Entitlements and a definition of "person" consistent with the Political Reform Act. D Section 1206.01 Adds campaign finance disclosure The purpose of this section is (new): Required requirements in addition to those to supplement the required Disclosures required by the FPPC disclosures pursuant to the Political Reform Act and to increase transparency regarding campaign contributions to City elected officials, candidates for City elective office, their campaign committees, and other committees formed to support or oppose ballot measures or candidates within the City of Santa Ana. E Public Works PWA recommends that the following The Public Works Agency to ics be incor orated into the presented the Ad Hoc Charter 65A-3 #43918v1 Review Proposed Charter Amendments and Provide Direction to Staff June 2, 2020 Page 4 Charter: Review Committee with items -Local Preference for consideration. All of these -Exemption from the State's Public items are discussed in the Contract Code municipal code. The City -Update the definition of "public works Council may want to consider construction" reviewing and updating the -Change "lowest and best bidder" to corresponding sections of the "lowest responsible bidder" municipal code. "alternate project delivery systems" procurement, such as "design -build" The Ad Hoc Committee presents the five proposed Charter amendment topics to be discussed by the City Council. Timeline to Submit Charter Amendments for the November 3. 2020 General Election In the event that the City Council decides to submit one or more proposed Charter amendments to the voters at the General Election on November 3, 2020, and to ensure sufficient time to prepare all the necessary documents and provide for a ballot argument process, the City Council must make the decision relative to submitting ballot measures by no later than the July 21, 2020 City Council meeting. Furthermore, pursuant to Elections Code 10403, the request for the Registrar of Voters to conduct a consolidated election must be filed with the Board of Supervisors and Registrar of Voters no later than August 7, 2020. To illustrate the timeline and due dates for various items, the Clerk of the Council has prepared a calendar of deadlines (Exhibit 2). Options for Consideration by the City Council The City Council has the following options to consider relating to this item: 1. Concur with the Ad Hoc Charter Review Committee regarding the proposed Charter amendments 1 through 17; or Review the proposed Charter amendments 1 through 17 and direct staff to prepare revised proposed Charter amendments 1 through 17 as discussed; and 2. Review proposed Charter amendment topics A though E and direct staff to prepare revised proposed Charter amendments as discussed; and 3. Direct City Attorney and Clerk of the Council to prepare necessary documents to place any of the proposed Charter amendments on the ballot for November 3, 2020 General Election. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (support neighborhood vitality and livability). FISCAL IMPACT There is no fiscal impact associated with this action. Exhibits: 1. Proposed Charter Amendments 2. Calendar of Deadlines for Ballot Measures to be Considered at the General Municipal Election on November 3, 2020 65A-4 #43918v1 Sec. 400. - Number, selection and terms of members. The City Council shall consist of seven (7) members elected at the times and in the manner provided in this charter, each of whom, except for the mayor, shall serve term of four (4) years. The term of each member shall begin at 6:00 p.m. on the first regularly scheduled meeting or at a special meeting ^G^^^^I T61eGGlay -f ne following certification of election results, and each shall serve except as otherwise provided for in this charter, until the member's ;is Pr he successor is elected and qualified. Each office of councilmember shall be a separate office and, except for the mayor, one (1) of such offices shall be assigned to each of the wards of the City. Councilmembers shall be residents of their respective wards, and nominated and elected only by the voters of their respective wards. The Mayor shall be elected from the City at large. #43192v1 65A-5 Sec. 401-Qualifications of members To be eligible to be elected to the office of councilmember, a person must demonstrate that the candidate has been both (1) be a thirty (30) day registered qualified voter in the ward from which the candidate is nominated and (2) aad a thirty (30) day resident of the ward from which the candidate is nominated at the time nomination papers are issued. aS PFOVided f9F On A policy providing for proof of residency will be adopted by ordinance by the majority of the City Council. The residency address and voter registration address must be the same. the CI..rt:,..,, GAGI Aft",. st..t, Af G..losAFAi. , ept that To be eligible to be elected to the office of mayor a person must demonstrate that the person has been both (1) a thirty (30) day registered voter within the city and (2) a thirty (30) day resident of the city at the time nomination papers are issued. A policy providing for proof of residency will be adopted by ordinance by a maiority of the City Council. The residency address and voter registration address must be the same. 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 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. RECOMMEND: Moving to new Section entitled "Term �AAAPF *hARfGF A teFFn beginning eight (8) yeaFs a#eF e.... pleb. n mf that rmunrAmPFAlIPF'ce #43190v1 65A-6 SECTION 401.01-Term Limits (NEW SECTION) This section is a restatement of the current term limit provisions in Charter Section 401 and 404. Sec. 401.01.- Term limits. A. Councilmembers A person who has served three (3) consecutive terms of four (4) years each shall be eligible for appointment, nomination for or election to the office of councilmember (regardless of wards represented by that person during such period) no sooner than for a term beginning eight (8) years after completion of that councilmember's third consecutive full term. Short or partial terms shall not be considered in determining eligibility for appointment, nomination or election. For purposes of this Charter, short or partial terms shall only be those where the councilmember was elected or appointed to replace another councilmember who left office before the latter official's term expired. Any councilmember who assumed office at the beginning of a term and left office early for any reason whatsoever shall be deemed to have served a full term; provided, however that any person who has served twenty (20) consecutive years in office, as both a council member and mayor, regardless of the order in which they served, shall not be eligible for appointment, nomination or election as a council member or as mayor, no sooner than for a term beginning eight (8) years after completion of the council member or mayoral term, or vice versa. The provisions of this section related to short or partial terms is deemed to be declaratory of existing law. B. Mayor A person who has served four (4) consecutive terms of two (2) years each, commencing with the term entered as a result of the November 2012 election, shall be eligible for appointment, nomination for or election to the office of mayor no sooner than for a term beginning eight (8) years after completion of the mayor's fourth consecutive full term. This eight year "cooling off" period shall not apply to eligibility for appointment, nomination for or election to a council member office; provided, however, that any person who has served twenty (20) consecutive years in office, as both a council member and mayor, regardless of the order in which they served, shall not be eligible for appointment, nomination or election as a council member or as mayor, no sooner than for a term beginning eight (8) years after completion of the council member or mayoral term. Short or partial terms shall not be considered in determining eligibility for appointment nomination or election as mayor. For purposes of this Charter, short or partial terms shall only be those where the mayor was elected or appointed to replace another mayor who left office before the latter official's term expired. Any mayor who assumed office at the beginning of a term and left office early or before term expires for any reason whatsoever shall be deemed to have served a full term. The provisions of this section related to short or partial terms is deemed to be declaratory of existing law. #43191v1 65A-7 Section 401.05 Sec. 401.05. - Code of ethics and conduct. The City of Santa Ana shall adopt a Code of Ethics and Conduct for elected officials, the City Attorney, the City Manager, the Clerk of Council, the Police Chief, directors of all City departments, and members of appointed boards, commissions, and committees to assure public confidence in the integrity of local government elected and appointed officials. The City Council shall periodicaly review adept the Code of Ethics and Conduct and make any amendments by ordinance or resolution ui+hin $;Mx months of the effe..+ive date of this Ch;4r+er ce ntinn Any person alleging a violation of the Code of Ethics and Conduct by the Police Chief or department director shall provide a written document to the CitV Manager with their name and contact information and a brief description of the alleged violation. The City Manager shall review and respond to the complaint in writing and report to the City Council every thirty (30) days of the status of the review. Any person alleging a violation of the Code of Ethics and Conduct by any member of the City Council, the City Manger, the City Attorney, the Clerk of Council, or members of appointed boards, commissions, and committees shall provide a written document to all members of the City Council with their name and contact information and a brief description of the alleged violation. The City Council shall refer the complaint to an ad hoc committee of the Council for review. The Council ad hoc committee maV then make a recommendation to the full City Council for futher review, investigation or action. When a review or investigation is completed, the City Council may impose sanctions which may include, a reprimand, formal censure or loss of committee assignments or in the case of members of boards, commissions or committees, removal from the board, commission, or committee. A complaint concerning an alleged violation bV one of the Council's appointed employees shall be handled as a personnel matter. #43192v1 65A-8 Sec. 404. - Presiding officer, mayor. The mayor shall be a member of the City Council and shall preside over the meetings of the City Council. The mayor shall have voice and vote in all of the City Council's proceedings and shall be recognized as head of the City government for all ceremonial purposes. The mayor shall have no administrative duties but shall perform such other duties as may be prescribed by this charter, or imposed by the City Council, consistent with his office. The mayor shall be elected by the voters of the City at large at each general municipal election in November of even -numbered years for a two-year term commencing on the same date as the terms of other council members elected in such year. No person may be a candidate for mayor and a candidate for any other office on the City Council in the same election. In the event an incumbent City Council member other than the mayor is elected mayor such other office shall become vacant at the time he or she assumes office as mayor and the City Council shall call a special election to fill the vacancy. To be eligible to be elected to the office of mayor a person must be a qualified voter as provided for in the Elections Code of the State of California. If the mayor is convicted of a crime involving moral turpitude, the office shall immediately become vacant and be so declared by the city council. RECOMMEND: moving to separate section entitled "Term Limits." " ---��- --•'-�'-�� -- �a c�.._ i"� 201-2 eleetion, shall be eligible fef appointment, nomination f�f oF elpetion to the offiee of mayeF no seeneF eight yeaf "e6aling Of-P, pefiad shall Itat apply to ehgibih"& HAW" 4;8F Hf AFP4,H" t&-ff eleetion as mayef. Fef pwposes of this Chaftef, sheft Of paFtial teffns shall only be these Whefe the fRayof #43429v1 65A-9 Sec. 405. - Muyor pro tem. Each calendar year, at the In the first meeting in January. of the Gil Gotin it fellewing ,.... _ ._ speeial a eleetion ,.....w:.w Ofthe City r.etmeil ,._ el el a the City Council shall elect a mayor pro tem who shall act as mayor during the absence from the City or disability of the mayor, or during any vacancy in the office of mayor until otherwise filled in accordance with section 403. All members of the City Council, other than the mayor, shall be eligible to serve as mayor pro tem regardless of their seniority or whether they previously served a term or terms as mayor pro tem. The mayor pro tem from the previous year cannot be selected as mayor pro tem the next year. The mayor pro tem shall serve at the will and pleasure of the Council and may be replaced by four affirmative votes of the Council. #43193v1 65A-10 Sec. 406. - Council judge of elections and qualifications of members. The City Council shall be the judge of the election and qualifications of its memberjsl as defined in section 401 of this charter and shall meet on the first regularly scheduled meeting or at a special meeting after election returns are certified for any municipal election at which members of the City Council are elected, declare the results thereof, and install elected members, if any. #43192v1 65A-11 Sec. 413. - Adoption (resolutions and ordinances). Every ordinance shall be introduced in writing. A copy of each ordinance and written resolution shall be available in the councirs chambers for public inspection during any council meeting at which the same is to be passed or adopted. No ordinance shall be passed finally on the day it is introduced, except for emergency ordinances as hereinafter defined in Section 415, nor within six (6) days thereafter, nor at any time other than at a regular or adjourned regular meeting. A proposed ordinance may not be amended or modified between the time of its first reading m4oduptien and the time of its second reading final passage, except for clerical errors or corrections as discussed by the Council --e- .thin its _enefal seepe and The rights and powers conferred on the City Council shall be exercised by ordinance, resolution or motion as may be prescribed by the Constitution or Laws of the State of California, and the provisions of this Charter; provided, that each act of the City Council establishing a fine or other penalty or granting a franchise shall be by ordinance. No order for the payment of money shall be adopted or made at any other than a regular or adjourned regular meeting, except when a state of emergency has been declared or at an emergency meeting properly convened. All ordinances and written resolutions shall be signed by the mayor and attested by the Clerk of the Council as soon as possible, but no later than 72 hours from its adoption by the Council If the mayor is not available or does not sign an ordinance or resolution, the Clerk of Councill shall first ask the mayor pro tern to sign and then any Councilmember who voted to approve the ordinance or resolution. #43193v1 65A-12 Sec. 609. - Budget appropriations. From the effective date of the budget, the several amounts stated therein as proposed expenditures shall be and become appropriated to the several offices, agencies, and departments for the respective objects and purposes therein specified as stated in an appropriation ordinance. All appropriations shall lapse at the end of the fiscal year to the extent that they shall not have been expended or lawfully encumbered. At any meeting after the adoption of the budget, the City Council may amend or supplement the budget by motion adopted by the affirmative votes of at least two ds (2 33 }four of4hL—members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenue not included in the budget; except that the City Council shall not reduce that portion of the budget providing for the support of public recreation programs below the amount specified in section 607 of this article. #43193v1 65A-13 Sec. 613. - Claims —Formalities; treasury payment wawants. Any claim against the City shall be in writing and may be in the form of a bill, invoice, payroll, or formal demand. The director of finance, with approval of the City Manager, may prescribe the format forms on -in which claims against the City shall be presented, to him- Each such claim shall be presented to the direster-e�finance department. The director of finance shall prescribe internal controls for examination and audit of each claim who sties" @XaMi^^ RRd and t ' If the claim is correct in all respects, has not previously been paid nor certified for payment, is provided for by an appropriation or legally enforceable court or administrative order for the purpose or object that gave rise to it, and if sufficient funds for the payment thereof remain unencumbered in such appropriation if applicable, and if the claim is otherwise legally due and payable, the director of finance sties" 60 GeFtify OR the OF Ral form ev de^^i^^ the ^'�,�-�^M ^^G' shall authorize payment from dravi his; %v^rF^n* on the treasury, and against the proper fund, for the payment thereof. All claims certified for payment by the director of finance, and pavments wa€mRts drawn by the finance director I#m for the payment thereof, shall be transmitted by the finance director h3 m to the City Manager together with a list of such pavments y:a{Fa* is payable from each fund, showing for each payment.warart the number, date, and amount of the payment waff4i t and the name of the payee. The City Manager may approve or disallow any of the claims so certified for payment. Any person dissatisfied with the refusal of the director of finance and/or the City Manager to approve any claim, in whole or in part, may present such claim to the City Council. The City Council, after examination into the matter, may approve or disapprove the claim in whole or in part, and, if properly payable under an existing appropriation, may order the director of finance to make payment of the claim or portion thereof draw -his wrarar! OR the #ems y I^ payM@Rt t``eFeef For any such claim for which no provision, by way of appropriation, exists, but which is approved for payment by the City Council, appropriation by the City Council shall be made therefor before the director of finance is ordered to make payment dmwtihis waFFaRt thereof. Payment due``^ FFaats on the City treasury which are not paid for lack of funds shall be registered. All registered payments waaFFarts shall be paid in the order of their registration when funds therefor are available and shall bear interest from date of registration at such rate as shall be fixed by the City Council by resolution. #43197v1 65A-14 ARTICLE X. -CIVIL SERVICE Sec. 1000. - Civil service system. A civil service system shall be as follows in addition to necessary rules of implementation to be established by ordinance- and as may be recommended by the personnel board: (a) That the most qualified and competent employees shall be appointed and promoted, based upon fair and equitable competition for the positions to ensure the highest quality City government. (b) That no political or other outside influences shall affect appointments or promotions. (c) That there shall be equal opportunity for all persons regardless of membership in a protected class as specified in state or federal law. •-O-'--, -Feed, --•"-' status _u.m:..-' �Rat eRal eFigw. (d) That there is equitable treatment of all civil service employees in matters of discipline, layoff or dismissal from the City service. The system should be established in such a manner to ensure the accomplishment of the foregoing standards in appointments, promotions, discipline, layoffs or dismissals of civil service employees. The civil service rules and regulations shall provide for such matters as the City Council and the personnel board with the concurrence of the City Council. -may deem necessary, proper or expedient to carry out the intent and purpose of the civil service provisions of this charter. These rules and regulations shall provide: (a) Preference for veterans for appointment to civil service positions consistent with the principle of in erit. (b) Vacancies in positions of the higher classes in the civil service of the City shall be filled with preference to employees occupying positions of lower classes having duties and responsibilities which can reasonably be considered as affording training and experience for the performance of the duties of the higher class. (c) That persons achieving eligibility for a position in the civil service shall retain that eligible status for a time sufficient to offer an opportunity to be appointed to a position in the civil service. (d) That the right to exercise disciplinary and dismissal powers is vested respectively in the officers ofthe City who have the power of appointment as to any position in the personnel system. Actions relating to suspension, demotion or dismissal for reasonable and sufficient cause may be taken by the officer having the power of appointment to the position. 65A-15 Sec. 1002. - Civil service and excepted service. The civil service system of the City shall cover all employees of the City not excepted by this section. (a) The excepted service shall comprise the following offices and positions: (1) The individual offices held by all elective officers; (2) The City Manager and the City Manager's his assistants, if any; (3) The City Attorney and the City Attornev's Wis legal assistants, it any; (4) The Clerk of the Council; L5Z) The head of each department of the City as specified by ordim and of the housing authority of the City Santa Ana, but not including the police chief or the fire chief; L65@) One private secretary to the City Manager; L8) All members of boards and commissions; L8i48) Positions occupied by persons employed to render professional, scientific, technical, or expert service of an occasional and exceptional nature; L544) Positions in any class or grade created for a special or temporary purpose,, -mow. (103) Part-time positions or employments, FequiFRg less than t..^.. emplaymeaRpeFweek; (115) All positions occupied by persons employed to replace employees ordered to active duty, enlisted, or drafted for military service during a national emergency or when this country has declared war and until the expiration of the time when such replaced employee could demand his former position of employment underfederal or state statutes. (b) The civil service shall comprise all positions not specifically included by this section in the excepted service. (c) In the event an officer or employee of the City holding a position in the civil service is appointed to a position in the excepted service and should subsequently be removed therefrom within twelve (12) months of the employee's appointment to the excepted service, the employee shall revert to the employee's Wi& former position in the civil service without loss of any rights or privileges and upon the same terms and conditions as it the employee had remained in said position continuously. Formatted: Normal 65A-16 Sec. 1010. - Prohibitions. (a) No officer or employee of the City shall in any way favor or discriminate against any employee of the City or any applicant for employment with the City because of the employee's his -• heF FaGe,,age, (b) No officer or employee of the City shall engage in any political activities in violation of Chapter 9.5 of Division 4 of Title 1 of the California Government Code (commencing with Section 3201) as the same exists on the date of adoption of this section or as the same may be thereafter amended, or in violation of any other provisions of applicable law. (c) No officer or employee ofthe City and no candidate for any City office shall, directly or indirectly, solicit any assessment, subscription, or contribution, whether voluntary or involuntary, for any political candidate, for Santa Ana municipal office from anyone on an eligible list, or, with the exception of elective officers and members of appointive boards and commissions, anyone holding a position in the service of the City. (d) No person shall willfully or through culpable negligence make any false statement, certificate, mark, rating, or report in regard to any application, test certification, or appointment held or made under the provisions of this article or in any manner commit or attempt any fraud preventing the impartial execution of such provisions of this article a of the rules and regulations made hereunder. (e) No officer or employee shall use nepotism in contracting, hiring, promotion, discipline or any other employment decision. The City Council shall adopt an anti -nepotism policy. 65A-17 Sec. 1011. - Contract for performance of administrative functions. The City Council, upon recommendation of the City Manager, may contract with the governing body of any other City or of any county within this state, or with any state department or other state agency for the preparing or conducting of competitive examinations for positions in the service of the City or for the performance of any other human resources administration service. 65A-18 Sec. 1014. , Reserved. `"'- 65A-19 Sec. 1015. -Penalty for violation of article. In add Rion to the penalties provided for in this charter for violations of its provisions, any person who individually rr with others violates any of the provisions of this article shall upon conviction thereof be ineligible for a period of three (3) years for employment in the service of the City and shall immediately forfeit the person' s his office or position if the person is he4b an officer or employee of the City. 65A-20 Sec. 1206. - Campaign contribution limitation (Aa) No person shall make, and no candidate for mayor or City Council or campaign treasurer shall solicit or accept, any contribution or loan which would cause the total amount contributed or loaned by that person to that candidate, including contributions or loans to all committees controlled by that candidate, to exceed one thousand dollars ($1,000.00) in any election cycle; provided, however, that the City Council may, by ordinance, adjust such limit to reflect changes in the consumer price index; and provided further that nothing herein shall apply to a candidate's contribution of his or her personal funds to his or her own campaign contribution account. As used herein, "election cycle" means the period of time between the date of an election to the office of mayor or councilmember and the date of the next election in the City of Santa Ana to the same office. As used herein, "person" means an individual, proprietorship, firm, partnership, ioint venture, syndicate, business trust, company, corporation, association, committee, labor union, or any other organization or group of persons acting in concert. (B) A restricted developer or principal shall not make a contribution to the Mayor, member of the City Council, or a candidate or a controlled committee for these elected City offices. The restrictions regarding Restricted Developers apply from the time an application is submitted until 12 months after the date a letter of determination is issued, or if none, the date the decision on the application is final. If the application is withdrawn orterminated pursuant to the City's Zoning Code, the restriction applies until the day afterthe termination or the filing of the withdrawal. 1) For purposes of this section and section 1206.01, the following definitions apply: a) "Applicant" means a person who is identified as the applicant on an application filed with the City's Planning and Building Department for a Significant Planning Entitlement as defined herein and includes any subsequent person identified as the applicant; b) "Owner" means a person identified as a property owner in conjunction with the applicant for a Significant Planning Entitlement; c) "Principal" means a restricted developer's chair, president, chief executive officer, chief operating officer, and any individual who serves in the functional equivalent of one or more of these positions; a person who holds an ownership interest of 20 percent or more in a Restricted Developer; and an individual authorized to represent a Restricted Developer before the Planning and Building Department concerning the Significant Planning Entitlement; d) "Significant Planning Entitlement" means the following planning approvals that are not solely ministerial: density bonus, development agreement, general plan amendment, site plan review, specific plan establishment, tentative tract map, vesting tentative tract, or zone change. e) "Restricted Developer" means any Applicant, Owner or Principal with an application for a Significant Planning Entitlement that has been submitted to the City's Planning and Building Agency. #43194v1 65A-21 Draft Charter Section 1206.01- Required Disclosures (New) A. Purpose The purpose of this section is to supplement the required disclosures pursuant to the Political Reform Act and to increase transparency regarding campaign contributions to City elected officials, candidates for City elective office, their campaign committees, and other committees formed to support or oppose ballot measures or candidates within the City of Santa Ana. B. Required Campaign Disclosures 1. In addition to the campaign statements required to be filed pursuant to the Political Reform Act, commencing with Government Code Section 81000, candidates, their controlled committees, and independent committees primarily formed to support or oppose candidates in the City of Santa Ana shall file a pre -election statement on the Friday before each election on a form provided by the Clerk of Council. This statement shall have a closing date of the Wednesday immediately preceding the election date and shall cover the period from the last pre -election statement filed pursuant to the Political Reform Act to the Wednesday immediately preceding the election date. "Election" as used in this Section shall include any general municipal election, special municipal election, and recall election. 2. Every City primarily formed recipient committee formed to support or oppose the qualification of an initiative or referendum measure prior to the commencement of the petition drive shall, within 10 calendar days of the commencement of the petition drive, file a statement on a form provided by the Clerk of Council disclosing all contributions of $100 or more received after the closing date of its most recent Fair Political Practices Commission Form 460, or if the primarily formed recipient committee has not previously filed a Form 460, the form shall instead disclose all contributions of $100 or more received since January 1 of that year. a) For purposes of subsection 2, a petition drive commences when the proponent of an initiative or referendum measure begins circulating a petition for signatures. b) The statement shall have a closing date of the day immediately preceding the commencement of the petition drive. 3. Every committee shall file with the Clerk of Council a Statement of Organization within ten (10) days after it is formed as a committee. Every committee that forms during the period between the closing date of the last pre -election statement and the election, shall file with the Clerk of Council, a Statement of Organization no later than the close of the next business day. 4. A candidate or the candidate's controlled committee must disclose, on a form provided by the Clerk of Council, any campaign -related agreements entered into by the candidate or controlled committee that provide for post -election payments. Such agreements include, but are not limited to, contingency payment or "bonus" payment plans offered by campaign consultants and agreements with persons who will receive compensation after the election for campaign services performed prior to the #43195v1 65A-22 election. A post -election payment agreement must be reported on or before the filing date of the next pre -election statement that must be filed afterthe agreement is entered into. 5. Unless otherwise defined in this Charter orthe municipal code, all terms shall have the same meaning as set forth in the Political Reform Act (Government Code Section 81000 etseq.) C. Required Disclosures by Restricted Developers 1. The Planning Department shall notify every Applicant of the requirements of Charter Section 1206 as to Restricted Developers and this Section. 2. At the time an application for a Significant Planning Entitlement, as that term is defined in Charter section 1206, is submitted to the City's Planning Department, the Applicant shall file the following information: a) The date the application was submitted; b) The Applicant's name, address, phone number and email address; c) The name, address, phone number, and email address of each Owner; d) The names and titles of all of the Principals; e) and certification under penalty of perjury that the information submitted is true and complete and that the applicant understands, will comply with, and will notify all the Owners and Principals of the prohibitions in Charter section 1206 as to Restricted Developers. D. It is unlawful to fail to comply with the disclosure requirements of California Government Code section 81000 et seq. and the additional requirements of this section. #43195v1 65A-23 Sec. 1208. - Enforcement. -(a) Any person who knowingly or willfully violates sections 1206-or 1207 of this charter is guilty of a misdemeanor. (b) Any resident of the City may bring an action, at a time during an election period or thereafter, in a court of competent jurisdiction to enjoin actual or threatened violations of, or to compel compliance with, or to obtain a judicial declaration regarding compliance with, section 1206, 1206.01 or 1207. (c) The City Attorney may maintain, in the name of the City, or a resident of the City may maintain, in his or her own name, a civil action to recover from a candidate or a committee controlled by a candidate any contributions received by such candidate or committee in excess of the contribution limitations established by section 1206. Any money recovered in any such action shall be deposited in the City's general fund. (d) The City may contract with a State of County entity to enforce the provisions of this Section. #43192v1 65A-24 Sec.1400. - Employees' retirement system (a) Duty to provide retirement system. Except as hereinafter otherwise provided, the council shall provide, by ordinance or ordinances, for the creation, establishment and maintenance of a retirement plan or plans for all officers and employees of the City. Such plan or plans need not be the same for all officers and employees. Subject to other provisions of this article, the council may at any time, or from time to time, amend or otberwise change any retirement plan or plans or adopt or establish anew or different plan or plans for all or any officers or employees. (b) Authority to join other systems. Subject to other provisions of this article, the City, by and through its council, is hereby empowered, but not required, to join or continue as a contracting agency in any retirement or pension system or systems existing or hereafter created under the laws of the State of California or of the United States of America to which municipalities and municipal officers or employees are eligible for membership. (c) Continuance ofexisting retirement system. Until otherwise provided by ordinance, the City shall continue to participate in the Public Employees' Retirement System of the State of California, as the same now exists or may hereafter be amended. 11e City Council may not terminate any such contract with the Public Employees' Retirement System of the State of California, and may not amend any such contract in a manner which would decrease or eliminate any benefit accruing to persons employed by the City at the time of such contract termination or amendment, unless such amendment shall substitute a retirement system or systems providing equal or greater benefits for said persons. (d) Exclusions. Ile council in its discretion may exclude all or any of the following persons from any or all retirement plans, to wit Persons mentioned in subsections (a)(1). (5)-(10){6)of Charter Section 1002. {(s)*W. (6)1(7), ion m) n m (11) and (! ) of Set:.... i of this a..... ue Persons in City service primarily for training, study or educational purposes; Persons employed or paid on a part-time, per diem, per hour or any basis other than a monthly basis. 65A-25 DRAFT IF ADOPTED JULY 215t CCMTG CITY OF SANTA ANA CALENDAR OF DEADLINES FOR BALLOT MEASURE TO BE CONSIDERED AT THE GENERAL MUNICIPAL ELECTION ON NOVEMBER 3, 2020 DATE DESCRIPTION City Council to adopt the following: • Calling for Election regarding proposed Charter Amendment (§9280, 9282); Jul-21 • Authorizing filing of direct Arguments; and • Authorizing City Attorney to prepare Impartial Analysis and fiscal impact (if applicable), 500-word maximum. (§ 9280) Jul-23 Clerk sets deadline for Arguments and publishes Notice of Election - Measures (§9286 & Gov. Code §6061) Filing period to file direct Arguments in favor and against proposed Charter Aug-4 Amendment, (recommended 7-14 days after approved by City Council; 300- word maximum). (§9286 & 9282) Public Review period for Arguments (not more than 10 days) Aug-5 to During this period, any voter of the jurisdiction or the county elections official Aug-14 may seek a writ of mandate or an injunction requiring any or all of the materials to be amended or deleted. (§9380) Aug-14 Filing period to file Rebuttal Arguments - Deadline is no more than 10 days after Arguments are due (250-word maximum). (§9220) Public Review period for Rebuttal Arguments (not more than 10 days) (§9295) The elections official shall make a copy of the ordinance available for public Aug-15 examination in the elections official's office for a period of 10 calendar days to immediately following the filing deadline for submission of those materials. Aug-24 During this time, any voter of the jurisdiction may seek a writ of mandate or an injunction requiring any or all of the materials to be amended or deleted. Only Rebuttal Arguments are subject to legal action during the public review period. 65A-26 DATE DESCRIPTION Legal Deadline to SUBMIT Resolution to County by 5 p.m. • Resolution Calling for Election regarding proposed Charter Amendment Aug-7 (§9280, 9282); • Resolution Authorizing filing of direct Arguments; and • Resolution Authorizing City Attorney to prepare Impartial Analysis and fiscal impact (if applicable), 500-word maximum. (§ 9280) Aug-7 Last day for City Attorney to submit Impartial Analysis and Fiscal Impact (if applicable) (500-word maximum). (§9280) Aug-12 Last day to withdraw Measures from the ballot. Nov-3 ELECTION DAY: VOTE BY MAIL FROM 10/5 THROUGH 11/3 Certificate of Election Results: Approximately on this date, the elections Dec-3 official shall make and deliver to each person elected or nominated under its jurisdiction, a certificate of election or nomination, signed by the elections Apr-1 Last day to submit report on Charter Amendment / Measures to Secretary of State 65A-27 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE: CONSIDER THE FISCAL YEAR 2020-21 DRAFT BUDGET AND THE SEVEN-YEAR CAPITAL IMPROVEMENT PROGRAM 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 Receive the Fiscal Year 2020-21 (FY20-21) draft budget and provide additional direction. DISCUSSION As required by Santa Ana Charter Sections 604 and 605, the City Manager proposes a budget for City Council consideration. On May 19, 2020, the City Council held a budget work session and provided initial direction for the FY20-21 budget. The purpose of this report is to provide an updated status, and seek additional direction from the City Council. In accordance with Santa Ana Charter Section 607, the City Council must adopt the budget by July 31 of each year. Based on initial City Council direction, staff has rescheduled the public hearing to consider the proposed budget to June 16, 2020, with adoption planned for July 7, 2020. The delay allows staff to have more sales tax data for revenue estimates, and more time to discuss budget -balancing measures with labor groups. This agenda item includes the draft budget, both in summary and detail (Exhibits 1 and 2), as well as the draft Seven -Year Capital Improvement Plan (Exhibit 3). COVID-19 Expenditures and CARES Act Funding The City has incurred COVID-19 related expenditures, including purchases of personal protection equipment, sanitization supplies, Emergency Operations Center support costs, dedicated staff time, and unemployment claims. Compilation of the City's costs is a work in progress. The City has received $3.7 million of federal and state funding for COVID-19 expenditures related to the homeless, federal CDBG funding allocated to small business grants and rental assistance, and a federal CESF grant. The City also expects to receive federal FEMA reimbursement for 93.75% of eligible expenditures. FEMA money is very restrictive and subject to comprehensive audit procedures. An allocation of federal CARES Act money would provide for other COVID-19 related costs not covered by the foregoing revenue sources. California Governor Newsom included an allocation of federal CARES Act dollars to cities with populations over 300,000 in his state budget proposal revised in May. The state has a legal 65B-1 Consider the FY 2020-21 Draft Budget and the Seven -Year CIP June 2, 2020 Page 2 mandate to adopt its budget by June 15. If the state adopts its budget with the Governor's proposed allocation, the City of Santa Ana will receive $28,790,000. CARES Act guidelines published by the Department of Treasury indicate the funding is restricted to COVID-19 related expenditures. It cannot be used to backfill lost revenue. Once the state adopts its budget with a CARES Act funding allocation for the City, staff will return to City Council with a spending plan. Orange County took action to set aside $26 million of CARES Act funding for cities. The City may receive a $2.5 million allocation of that set -aside, to help offset COVID-19 related costs. General Fund Overview The General Fund is the primary operating fund of the City and accounts for unrestricted revenue. A summary of the draft General Fund budget and a calculation of the City Council's reserve policy follows. General Fund Draft Budget Beginning Balance $ 67,784,132 Revenue 307,392,970 Expenditures (310,065,470) Transfers Out for: Debt Service (9,336,460) Cannabis Public Benefit Fund (6,766,700) SARTC Subsidy (1,100,000) Civic Center Authority (1,179,400) Ending Fund Balance $ 46,729,072 Operating Reserve (16.67%of Revenue) 51,242,408 Economic Uncertainty Reserve (minimum 1%) - General Fund Balance Excess/(Shortfall) (4,513,336) Staff does not recommend adopting the draft General Fund budget in its current form, as it would necessitate using $4.5 million of the Operating Reserve. The City receives new information nearly every day, and the draft budget is a moving target. The following scenarios may help the City avoid using the Operating Reserve in FY20-21. 1. Obtain labor concessions. If the labor groups were to forego the wage increase scheduled for July 1, General Fund savings may range from $5.5 million to $6.0 million. 2. CARES Act funding for FY19-20 and FY20-21. As noted above, the City may receive CARES Act funding allocations. Federal guidelines indicate CARES Act funding can pay for staff time, if staff is performing work substantially different from what was budgeted. In other words, if an employee is working in direct response to COVID-19 instead of their originally budgeted purpose, the City may be able to use CARES Act funding to pay for employee compensation. This revenue could offset as much as $3.6 million of employee compensation costs ($1.6 million in FY19-20 and $2.0 million in FY20-21). The City may 65B-2 Consider the FY 2020-21 Draft Budget and the Seven -Year CIP June 2, 2020 Page 3 also be able to use CARES Act funding for two weeks of special administrative leave paid in FY19-20 at a cost of $1.9 million. The City's additional costs related to COVID-19 are not budgeted (e.g. protective supplies, unemployment claims, testing, sanitization, etc.), and the additional revenue would offset the General Fund impact. In addition to the General Fund Reserve thresholds included in the summary above, the City Council's Budget and Financial Policies (adopted June 6, 2017) defines a balanced budget as "ongoing recurring operating revenues matching ongoing recurring operating expenditures including debt service." A summary of proposed FY20-21 recurring and non -recurring General Fund revenue and expenditures follows, which indicates the recurring budget is not in balance. Revenue Expenditures Transfers Out Recurring $ 307,392,970 $ $ (306,140,690) $ $ (17,282,560) $ (3,924,780) (1,100,000) The budget -balancing scenarios outlined above are one-time measures, and the recurring budget would remain unbalanced. A snapshot from the updated Ten -Year General Fund Outlook is included later in this report. Santa Ana Charter Section 607 requires the City Council to adopt a budget to "provide for the support of public recreation programs at least the equivalent of six cents (6) on each one hundred dollars ($100) of the assessed value of taxable property in the City on the legal assessment date for the previous fiscal year." The net taxable value of property in the City for FY19-20 was $27,899,686,424. If we apply the calculation required by the Charter, the required budget for public recreation programs is $16,739,812. The proposed General Fund budget includes $22,367,068 for the Parks, Recreation & Community Services Agency, and $3,061,430 for Youth Services funded by Cannabis tax revenue. Measure X Spending The City's voters approved a 1.5% local sales tax rate via Measure X on the November 2018 ballot. Based upon analysis from the City's sales tax consultant, staff expects Measure X to generate $55.1 million of FY20-21 General Fund revenue. Although Measure X is a general-purpose revenue with no restrictions, the City Council has expressed a desire to budget for services cited in the ballot language. City of Santa Ana, Santa Ana Neighborhood Safety, Homeless Prevention and Essential City Services Enhancement Measure — "To maintain effective 9-1-1 response; retaining firefighters and police officers; addressing homelessness; fixing streets; maintaining parks, youth and senior services, and unrestricted general revenue purposes; shall the sales tax be increased one and one half (1.5) cents until 2029 providing approximately $60 million dollars annually, then reduced to one (1) cent providing approximately $40 million dollars annually, until 2039, requiring annual audits, citizens oversight and for Santa Ana use only?" The proposed FY20-21 budget includes the following allocations in alignment with Measure X ballot language, excluding unrestricted general revenue purposes. Total expenditures tracked, including 65B-3 Consider the FY 2020-21 Draft Budget and the Seven -Year CIP June 2, 2020 Page 4 unrestricted general revenue purposes, is $74.1 million. The detailed list of Measure X spending is included in the Budget Summary book (Exhibit 1). Maintain Effective 9-1-1 Response $ 5,505,163 Retaining Firefighters 3,674,555 Retaining Police Officers 28,669,088 Addressing Homelessness 1,760,600 Fixing Streets - Maintaining Parks 3,114,292 Youth Services 940,415 Senior Services - $ 43,664,113 Measure X spending also includes a City Council approved Vehicle Incentive Program (rebates of the Measure X tax) with an original expected cost of $1,725,000. Actual FY19-20 costs as of May 20 were $682,500. There is no Measure X spending for Fixing Streets, as restricted money is available. The proposed CIP budget includes $21.1 million for street improvements (summary information below, and detailed information in Exhibit 3). There is no Measure X spending for Senior Services. The City provides staffing and support for senior programs, bus tours and Senior Meals Program of $0.8 million. The Santa Ana Housing Authority provides assistance to 700 senior citizen households with a total annual cost of $9.5 million. The City's Mobile Home Rental Assistance program recently provided approximately $25,000 of assistance to seniors. Some of the City's affordable housing projects, such as Santiago Villas on 17th Street and Metro East Senior Park, provide a direct benefit to senior citizens. The City's WORK Center partners with a non-profit to provide part-time work opportunities for senior citizens. The Meals on Wheels program for senior citizens receives $60,000 of the City's annual CDBG allocation; and recently received a one-time allocation of $113,780 from CDBG. Cannabis Public Benefit Fund In December 2018, the City Council adopted Ordinance NS-2959 establishing a Cannabis Public Benefit Fund, requiring one-third of retail and commercial cannabis tax revenue to be set aside for Enforcement Services and one-third to be set aside for Youth Services. FY20-21 estimated revenue for retail and commercial cannabis tax revenue is $10.15 million, and the two-thirds set - aside is $6.77 million. A summary of the proposed FY20-21 budget for the Cannabis Public Benefit Fund follows. Set -Aside Two -Thirds of Adult -Use & Commercial Tax Reven $6,766,700 Expenditures Youth Services 3,061,430 City Attorney's Office 987,350 Police Department 1,425,980 Planning & Building Agency 615,780 Finance & Management Services Agency 354,030 Total Expenditures $6,444,570 LI M Consider the FY 2020-21 Draft Budget and the Seven -Year CIP June 2, 2020 Page 5 City Budget Process The City has an incremental budgeting process, where the proposed budget for the new fiscal year includes the current year budget plus supplemental budget requests. Other approaches such as performance -based budgeting or zero -based budgeting would necessitate workshops for the City Council to provide guidance regarding desired service levels and method of delivery, with a full understanding of the cost of service. For FY20-21, the Budget Office collected detailed information for contracted services, which will support an expansion of the introductory narrative for each Accounting Unit (functional program) in the budget document. Budget staff also plans to expand the range of summary graphics in the budget document. The FY20-21 budget process began in January 2020, when departments started developing supplemental budget requests. The Budget Office implemented the capital budgeting module of the budgeting software this year to improve the internal process. In April, the City Manager met with each department to walk through the supplemental requests. The draft budget includes the following components: 1. General Fund revenue estimates from the Budget Office. 2. General Fund expenditures based upon the FY19-20 budget plus decisions already made by City Council (e.g. increases built into approved contracts), less one-time items, plus supplemental requests supported by the City Manager. The Budget Summary book (Exhibit 1) includes a reconciliation from the FY19-20 budget to the FY20-21 budget. 3. Internal Service Fund revenues and expenses, balanced using estimated service levels provided to the General Fund and restricted funds. Examples include Fleet and Building Maintenance, General Liability and Workers Compensation, Information Technology, and Public Works Project Management. 4. Special Revenue Fund (restricted monies) estimated revenue and expenditures based on available money and allowable activities. Examples include grant funds, Gas Tax, and the Housing Authority. 5. Capital Improvement Projects Funds (restricted monies) estimated revenue and expenditures based on available money, allowable projects, and recommendations from the Capital Improvement Plan. Examples include grant funds and Measure M2. 6. Enterprise Fund (restricted monies) revenue and expenses based upon expected service activity. Examples include water, sewer, and refuse collection. "Available money" includes revenue already received (fund balance), revenue we expect to receive (recurring taxes and per capita allocations from other governmental agencies), and grant revenue that has been awarded (as documented with an award agreement). We do not include revenue that is uncertain for the coming fiscal year, such as grants not yet awarded or developer fees not yet received. The City Council adopts appropriations (the expenditure budget) by Ordinance one fiscal year at a time. The Budget Office monitors revenues throughout the fiscal year, and may adjust its revenue estimates midyear with a report to City Council. L• Consider the FY 2020-21 Draft Budget and the Seven -Year CIP June 2, 2020 Page 6 General Fund Ten -Year Outlook The Ten -Year Outlook starts with the proposed budget in year 1, and applies the following assumptions for years 2-10. The Ten -Year Outlook is only one potential scenario, and actual results will vary. The Ten -Year General Fund Outlook includes: • Annual revenues and expenditures increase by CPI as forecasted by the California Department of Finance (3.7% for FY21-22 and 3.8% thereafter). • An assumed reduction of property tax revenue in FY21-22, resulting from decreased property sales and assessments due to COVID-19. • Measure X sales tax rate decreases from 1.5% to 1.0% in 2029. • Expiration of the Vehicle Incentive Program in 2024. • Removal of one-time items from the budget in future years. • Increasing pension contributions based upon information provided by CalPERS. Staff used the pension outlook tool provided by CalPERS to estimate the impact of the expected current year 0% investment return on future contribution rates. • Retirement of police facility debt in 2024. Results of the Ten -Year Outlook indicate there is a General Fund revenue shortfall to sustain the current expenditure structure. Staff recommends the City Council conduct a comprehensive review of the current service model, and make changes to the budget structure to realign expenditures with revenue. Ten -Year General Fund Outlook N $530 `0 $490 $460.1 $479.2 $447.6 $450 $429.9 $410.7 $410 $380.9 $397.0 $361.6 $370 $394.7 $341A $380.2 $382.5 $328.4 $366.3 $330 $338.7 $325.9 $307.4 $314.0 $290 $250 FY20-21 FY21-22 FY22-23 FY23-24 FY24-25 FY25-26 FY26-27 FY27-28 FY 28-29 FY 29-30 ♦Revenue �Expencitures 6 Transfers Out Consider the FY 2020-21 Draft Budget and the Seven -Year CIP June 2, 2020 Page 7 Capital Improvement Program (CIP) The Public Works Agency maintains a seven-year CIP (Exhibit 3), based upon best practices for infrastructure rehabilitation and maintenance (e.g. Pavement Management System). Similar to all governmental agencies, the City's resources are not sufficient to fund all projects; and staff proposes projects based on priority and the availability of funding. Some projects span multiple fiscal years. The proposed FY2O-21 CIP budget is $75.2 million, funded with restricted money, such as Measure M2, developer fees, Road Maintenance & Rehab Account (RMRA), Active Transportation Program allocations from the state, and water and sewer fees. Although full details are included in Exhibit 3 a summary follows: Bristol Street Widening $11,672,773 Local Street Preventative Maintenance 2,290,419 Fairview Avenue Rehabilitation: City to Segerstrom 2,188,389 17th Street Rehabilitation: Fairview to Flower, 2 segments 1,840,000 MacArthur Boulevard Rehabilitation: Fairview to Raitt 880,000 Alton Avenue Rehabilitation: Main to Standard 770,000 Flower Street Rehabilitation: McFadden to 1st 700,000 Other Street Improvements 823,930 McFadden Ave Protected Bike Lane & Bike Blvd: Harbor to Grand 5,875,000 Standard Avenue Protected Bike Lanes: 3rd to Warner 5,444,000 Kennedy Elementary & Villa Intermediate Safe Routes to School 1,291,000 Other Traffic Improvements 672,820 Utility/Drainage/Lighting Improvements 37,365,000 Cabrillo Irrigation Renovation 300,000 Pacific Electric Bike Trail Lighting Phase II 500,000 Sand poi me Park Security Lighting 300,000 Santa Ana Zoo Giant River Otter Habitat 2,000,000 Morrison Park Security Lighting 250,000 Total New Proposed FY20-21 $75,163,331 In addition to new capital appropriations in FY2O-21, we expect to seek City Council approval for carryovers from FY19-20 capital appropriations for projects not completed by June 30, 2020. The carryover request may exceed $150 million. Staff has attached the detailed list of FY19-20 project appropriations as Exhibit 4. Restricted money funds most of the projects. In many cases, the City cannot reallocate restricted money to another project. If City Council wishes to reallocate funding for a particular project, staff can respond with the available flexibility, if any. FISCAL IMPACT The Budget Summary booklet (Exhibit 1) includes the estimated fiscal impact for each fund. All exhibits are on the City's website at: https://www.santa-ana.org/finance/budget Exhibits: City Budget Summary — a booklet with summary tables Detailed City Budget — a book with all Accounting Unit pages and staff position summaries. Descriptive pages and narration added later for the final published document. 3. Capital Improvement Plan (CIP) Book — seven years beginning Fiscal Year 2020-21 4. Detailed list of FY19-20 CIP appropriations 65B-7 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE: PUBLIC HEARING: ADOPT A RESOLUTION TO INCREASE CURBSIDE CART REFUSE RATES (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 Hold a Public Hearing and adopt a resolution increasing the City curbside cart refuse rates by $1.90, effective July 1, 2020, and by $1.50, effective July 1, 2021. DISCUSSION The City contracts with Waste Management (WM) for the collection and handling of solid waste. On March 17, 2020, City Council approved a one-year extension of the City's agreement with WM through June 30, 2022. This amendment was needed to meet the City's Solid Waste Request for Proposals (RFP) expanded timeline. Also included in the amendment was additional programming to address the requirements of Assembly Bill 1594 (AB 1594), which went into effect on January 1, 2020. AB 1594 eliminates diversion credit for green waste sent to County landfills as Alternative Daily Cover (ADC). Prior to this legislation, WM delivered green waste collected from the City's customers to a third -party processor for grinding and transfer to the Orange County Landfill System for use as ADC. WM provided this service at no charge to customers, and the City received diversion credit to meet other State mandates. Under the new requirements of AB 1594, WM has continued to deliver green waste for processing, however the material is now being composted, which still provides the City with diversion credit but at an increased cost to WM. To maintain mandated AB 1594 compliance during the agreement extension period, and to compensate WM for costs not previously accounted for in the agreement, the City and Waste Management, with the assistance of the City's solid waste consultant, negotiated customer rate adjustments (July 1, 2020, and July 1, 2021) as part of the amendment. WM will continue to provide these enhanced processing services at no cost to ratepayers through June 30, 2020. Rate Design In recent years, the courts have made rulings with respect to California Constitution Article XIII C and D (commonly known as Proposition 218) that place the burden of proof on agencies to demonstrate that all aspects of refuse rates are directly proportionate to the cost of providing service. The proposed refuse rate increases are structured to directly align with Waste 75A-1 Public Hearing: Resolution Increasing Curbside Refuse Cart Rates June 2, 2020 Page 2 Management's increased cost for composting green waste. Refuse rates are proposed to be fixed for all curbside customers. Staff recommends adopting a resolution (Exhibit 1) increasing the City curbside cart refuse rates by $1.90, effective July 1, 2020, and by $1.50, effective July 1, 2021. The total two-year rate adjustment for the composting service equals $3.40 per residential unit per month. This rate represents a direct pass -through to the customer of the costs to address the AB 1594 mandated service changes. The rate adjustments have been structured in two gradual increases to ease the impact on the ratepayer. Implementation Date Increase Amount* July 1, 2020 $1.90 July 1, 2021 $1.50 *These amounts do not consider the standard annual adjustments. Typical Bill Impact The financial impact of the proposed revenue adjustments on the typical customer was carefully evaluated. The typical bill of a curbside cart customer will be increased $1.90 per month, effective July 1, 2020, and increased by an additional $1.50 per month effective July 1, 2021. These rate increases are based on actual cost of service. When compared to neighboring cities, the typical Santa Ana customer will continue to pay a similar amount, on average, for curbside cart service as compared to its neighboring cities such as Garden Grove, Brea, Fullerton and Yorba Linda. Public Hearing Notification As required by the provisions of Proposition 218, notices of a public hearing for adjusting refuse rates were mailed to all property owners within the City of Santa Ana refuse service area on or before April 15, 2020 (Exhibits 2 and 3). STRATEGIC PLAN ALIGNMENT Approval of these items support the City's efforts to meet Goal #4 - City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The proposed rates are designed to meet the cost of service requirements of Proposition 218. There is no fiscal impact associated with this action, as the rate increases are a direct pass -through to WM. Exhibits: 1. Resolution 2. Proposition 218 Compliant Notice of Public Hearing 3. Notice of Rate Adjustment Proof of Mailing 75A-2 jmf 5/22/20 EXHIBIT 1 RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADJUSTING RATES FOR RESIDENTIAL/CURBSIDE REFUSE COLLECTION SERVICE PROVIDED BY THE CITY OF SANTA ANA WHEREAS, Chapter 16 of the Santa Ana Municipal Code, Article II, Section 16- 38, authorizes the City to charge for the provision of curbside solid waste collection service to customers within the City of Santa Ana and to establish those rates by resolution; and WHEREAS, landfill operators must cover all disposed solid waste at the end of each day and may use alternative materials in lieu of earthen materials. These materials are referred to as alternative daily cover (ADC); and WHEREAS, as of January 1, 2020, pursuant to Assembly Bill 1594, the use of green waste as ADC does not qualify for diversion credit and will be considered disposal for purposes of measuring jurisdiction's compliance with other state mandates; and WHEREAS, previously, green waste collected from the City's customers by the City's solid waste contractor, Waste Management (WM), was minimally processed by a third -party green waste facility, transferred to landfills to be used as ADC, and the City received diversion credit; and WHEREAS, to continue receiving diversion credit under the new restrictions of AB 1594, the green waste is now being composted by the third -party green waste facility, but at a higher cost to WM; and WHEREAS, the City previously retained HF&H Consultants, LLC, independent solid waste consultants, to assist the City in negotiating a one-year extension of the solid waste agreement with WM to June 30, 2022, which will incorporate programs to comply with AB 1594 and shall become effective upon approval of this Resolution; and WHEREAS, based on the results of the analysis completed by HF&H, a copy of which is attached as Exhibit A, increases in the rate for residential/curbside cart refuse service are necessary as a result of AB 1594; and WHEREAS, the proposed increase to the residential/curbside cart refuse service rate is structured to directly align with WM's increased cost for composting green waste and is based on a proposed cost of $90.13 per ton to process and compost green waste, versus a current cost of $33.13 per ton to use green waste as landfill ADC; and WHEREAS, the proposed residential/curbside cart refuse service charge is a fixed, monthly charge billed on a bimonthly basis; and Resolution No. 2020-XXX Page 1 of 5 75A-3 jmf 5/22/20 WHEREAS, the proposed rate increases are for a period of two years and are proposed to take effect on July 1, 2020 and July 1, 2021, respectively; and WHEREAS, the rate increase applies to all residential/curbside cart refuse service customers: and WHEREAS, the rate increase will not be expended for general governmental purposes, but only for the increased cost for composting green waste; and WHEREAS, article XIII D, section 6 of the California Constitution ("Article XIII D") requires that prior to imposing increases to solid waste collection rates, the City shall provide written notice by mail of the new or increased rates to the record owner of each parcel upon which the rate is proposed for imposition and any tenant directly liable for payment of the rate, the amount of the rate proposed to be imposed on each parcel, the basis upon which the rate was calculated, the reason for the rate, and the date, time, and location of a public hearing on the proposed rate; and WHEREAS, on April 17, 2020, the City distributed notices as required by Article XIII D regarding the City Council's consideration of the proposed rate adjustments at a public hearing scheduled for June 2, 2020, to all owners of record in accordance with Article XIII D, Section 6(a)(1) of the California Constitution and Government Code Section 53755; and WHEREAS, on June 2, 2020, the City Council held a duly noticed public hearing on the proposed rates contained in this Resolution, and at that time invited oral and written comments from the public; and WHEREAS, upon close of said public hearing, the City did receive written protests to the proposed rate increases, and therefore there has been no majority protest; and WHEREAS, the City Council now desires to establish rate increases of $1.90 per month effective July 1, 2020, and an additional $1.50 per month effective July 1, 2021. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The adoption of this Resolution falls within a statutory exemption from environmental review pursuant to sections 15273, 15060(c)(2) of the State Guidelines for Implementation of the California Environmental Quality Act (CEQA), which pertain to the establishment, modification, structuring, restructuring, or approval of rates and charges by public agencies which the public agency finds are for the purpose of meeting operating expenses, and pertain to activities that will not result in a direct or reasonably foreseeable indirect change to the environment and that are not defined as a project under CEQA Regulations. Resolution No. 2020-XXX Page 2 of 5 75A-4 jmf 5/22/20 Section 2. After considering the material presented in Exhibit A, the City Council hereby finds as follows: (a) Revenues derived from the rate increases do not exceed the funds required to provide the property -related service; (b) Revenues derived from the rate increases shall not be used for any purpose other than for which the rate increases are imposed; (c) The amount of the rate increases imposed upon any parcel or person does not exceed the proportional cost of services attributable to the parcel; (d) The rate increases are for services actually used by, or immediately available to, the owner of the property upon which the rate increases are imposed; and (e) The rate increases will not be expended for general governmental purposes, but only for the increased costs of composting green waste. Section 3. After receiving public comment and testimony on the rate increases for residential/curbside cart refuse service, and absent a majority protest to the proposed rate increases, the increases are hereby approved to establish rate increases of $1.90 per month effective July 1, 2020, and an additional $1.50 per month effective July 1, 2021. Section 4. The rate increases for residential/curbside cart refuse service shall be implemented beginning July 1, 2020, and on July 1, 2021. The scheduled adjustments authorized by this Section may be made by the City Manager or designee, without conducting another public hearing or any action on the part of the City Council. 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. To the extent any other resolution of the City conflicts with the provisions set forth herein, it is the explicit intent of the City Council that the provisions of this Resolution shall supersede. ADOPTED this day of 12020. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 7K" �� John M. Funk Assistant City Attorney Miguel A. Pulido Mayor Resolution No. 2020-XXX Page 3 of 5 75A-5 jmf 5/22/20 NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby certify the attached Resolution No. 2020 - to be the original resolution adopted by the City Council of the City of Santa Ana on 12020. Date: Clerk of the Council City of Santa Ana 'Ume MMa Mal Page 4 of 5 75A-6 jmf 5/22/20 EXHIBIT A The increased cost of composting green waste, in place of use as Alternative Daily Cover is $570) per ton. The estimated 30,492(2) tons of green waste at $57 per ton equals the total increased cost per year $1,738,044(3). When spread over the 42,105(4) customers, the cost is $3.44(5) per customer, per month. The City negotiated a $.04(6) reduction per month, as well as tiered implementation, in which customers pay $1.90(7) per month for the first year, and an additional $1.50(8) per month in the second year. The final result is a monthly increase of $3.40 during the second year. This cost is a direct pass -through to Waste Management to pay for the composting process, and will not be used for other purposes. RATE INCREASE CALCULATION Proposed Cost/Ton at Tierra Verde $90.13 Current Cost/Ton at Tierra Verde - $33.13 Proposed Increase/Ton (1) $57.00 Estimated Tons to be Composted (2) X 30,492 Total Incremental Cost/Year (3) $1,738,044.00 Number of Residential Units (4) _ 42,105 Cost per Unit per Year $41.28 Months per Year - 12 Cost per Unit per Month (5) $3.44 Negotiated Adjustment (6) Negotiated Cost per Unit/Month to be Increased over a Two-year Period - $0.04 $3.40 Increase effective July 1, 2020 (7) $1.90 Increase effective July 1, 2021 (8) $1.50 Resolution No. 2020-XXX Page 5 of 5 75A-7 �7:11:31f'] Concerning proposed changes to the City of Santa Ana curbside cart refuse services charge. Date: June 2, 2020 Time: 5:45 P.m. Location: City Council Chambers zz Civic Center Plaza Santa Ana, CA 92701 The Santa Ana City Council will hold a public hearing at the time, date and location specified here to consider a proposed two-year schedule of increasesto the City's residential/curbside cart refuse services rates. If adopted, the proposed rate increases will become effective on July 1, zozo, and July 1, zozl. The public hearingwill be conducted per California Constitution Article XIII D, Section 6 (also known as "Proposition zi8"This notice is being sent to all owners and customers of record whose parcels receive residential/curbside cart refuse service from the City of Santa Ana, who would be subject to the proposed rate adjustments. All members of the publicare invited to attend the public hearing. Additionally under California State Law, owners and customers of record may submit a written protest to the proposed rate changes. Only one protest per parcel ispermitted. Please refer to the "How Can I Participate?" section of this document for instructions on submitting a formal written protest against the proposed action. You may also appear at the public hearing at the date and time specified above. More information is available online at https://www.santa-ana.org/green/Prop2i8-2020. The City of Santa Ana welcomes your participation and input throughout the process as the City Council considers the rate adjustments explained in this Notice. If you have questions or comments about the proposed rates, here's what you can do: CALL OR VISIT. Information on the proposed increases is available for review at the City's Public Works Department and on our website: https://www.santa-ana.org/green/Prop218-2020 or call 714-647-5090 with questions. WRITE OR E-MAIL. Written protests may be mailed to The City of Santa Ana, Attention: City Clerk, P.O. Box 1988, Mai, Santa Ana, CA 92702;delivered in -person to City Hall, zo Civic Center Plaza, Santa Ana; or e- mailedtoecomment( Santa-ana.org.Allprotestsshallincludethename, property address, and signatureof the person submitting the protest. Oral protests do not count as formal written protests. ATTEND THE PUBLIC HEARING. Written protests may also be submitted at the Public Hearing on June zf zozo, at 5:455 pp m., in the City Council Chambers at zz Civic Center Plaza, Santa Ana, CA gz7oi. All members o the public will have an opportunityto speak and give testimony regarding the proposed residential/curbside cart refuse service rate adjustments atthe Public Hearing; however, only written protests will counttoward a majority protest. Written protests must be received before the conclusion of the Public Hearing. The public hearing is subject to being held electronically or by teleconference if required or Permitted by national, state and/or local orders as a result of the COVID-ig public health emergency crisis. In this event, information will be provided on the City's website and posted in City Council Chambers. The City of Santa Ana is proposing increases to its residential/curbside cart refuse collection rates. Customers who would be impacted by these changes are receiving this notice. The City of Santa Ana is dedicated to providing reliable and cost- effective curbside cart refuse collection service to its customers. The proposed increases are structured to directly align Waste Management's (WM) increased cost for composting green waste. This is based on a proposed cost of $go.i3 per ton to process and compost green waste, versus a current cost of $33.13 per ton to use green waste as landfill alternative daily cover. We are seeking feedback to help the City Council make the right choice for the City of Santa Ana and its ratepayers. CHANGE IN LEGISLATIVE MANDATES Landfill operators must cover all disposed solid waste at the end of each day and may use alternative materials in lieu of earthen materials. These materials are referred to as alternative daily cover (ADC). As of January i, 2020, pursuant to Assembly Bill 1594, the use of green waste as ADC does not qualify for diversion credit and will be considered disposal for purposes of measuring a jurisd iction's compliance with other state mandates. Previously, green waste collected from the City's customers by WM was minimally processed by a third -party green waste facility, transferred to landfills to be used as ADC, and the City received diversion credit. To continue receiving diversion credit under the new restrictions of AB 1594, the green waste is now being composted by the third -party green waste facility, but at a higher cost to WM. If the proposed rate adjustments are approved by the City Council, residential/curbside cart refuse rates will increase as set forth in the table below: July 1, 2020 1 $1.90 July 1, 2021 1 $1.50 1 amamrts At the time of the Public Hearing, the City Council will hear and consider all protests and objections to theproposed increases. Oral comments DO NOT qualify as a formal protest unless accompanied by a written protest. Upon conclusion of the hearing, the City Council will evaluate the written protests and consider the adoption of the proposed increases. The City Council isauthorizedtoadopt theproposed increases if written protests do not represent at least a majority of identified parcels subject to the proposed adjustments. If adopted as proposed, the increased rates will become effective on July 1, 2020, and July 1, 2021. Con respecto a los cambios propuestos a la cuota de servicio del carrito de basura en la orilla de la calle en la Ciudad de Santa Ana. El Concejo Municipal de Santa Ana tendrA una audiencia publica en la fecha, Fecha: z dejunio del zozo hora y lugar aqui especificados para considerar un itinerario de aumentos Hora: 5:45 PM propuesto de dos anos a las tarifas de servicios residenciales/en la acera de carritos Lugar: Camara del Concejo Mun. debasura de la Ciudad. zz Civic Center Plaza Si se adopta, los aumentos propuestos entraran en vigor el to dejulio del zozo Santa Ana, CAgz7oi yeliodejuliodel zozi. La audiencia publica se realizar6 conforme a la Secci6n 6 del Articulo All D de la Constituci6n de California (conocida como "Proposici6n 218"). Este aviso se envia a todo propietario y cliente registrado cuyas parcelas reciben servicios residenciales/en la acera de carritos de basura de la Ciudad de Santa Ana, que estarian sujetos a los ajustes propuestos. Se invita al publico a asistir a la audiencia publica. Ademas, segun la ley de California, los propietarios y clientes registrados pueden presentar una protesta por escrito ante los cambios de tarifa propuestos. Solo se permite una protesta por parcela. Por favor consuke la secci6n "ZC6mo puedo participar?" de este documento para instrucciones sobre c6mo presentar una protesta formal porescritocortra laacci6n propuesta. Tambi6n puedeacudira la audiencia publica en la fecha y hora de arriba. Hay mas informaci6n e n linea en https://www.santa-ana.org/green/ProP218-2020. La Ciudad de Santa Ana agradece su participaci6n y aporte durante el proceso mientras el Concejo Municipal considera los ajustes de tarifas explicados en este Aviso. Sitiene alguna pregunta o comen- tario sobre las tarifas propuestas, he aqui to que puede hacer: LLAME O VISITE. Hay informaci6n sobre los aumentos propuestos disponible para revisi6n en el Departamento de Obras publicas de la Ciudad y en nuestro sitio web: https://www.santa-ana.org/green/ProP218-2020. O Ilame al 714-647-5090 con preguntas. ESCRIBA O POR E-MAIL. Puede enviar protestas por escrito a The City of Santa Ana, Attention: City Clerk, P.O. Box 1988, Mai, Santa Ana, CA 92702; entregarse en persona a City Hall, zo Civic Center Plaza, Santa Ana; o por e-mail a ecomment(a)santa-ana.org. Las protestas deben incluir el nombre, direcci6n de la propiedad y firma de la persona que presenta la protesta. Las protestas orates no cuentan como protestas forma les por escrito. ACUDA A LA AUDIENCIA PUBLICA: Tambien puede presentar protestas por escrito en la Audiencia Publica el z dejunio del zozo a las 5:45 PM, en la CAmara del Concejo Municipal en zz Civic Center Plaza, Santa Ana, CA9270i. El publico tendrA la oportunidad de hablar y dar and testimonio acerca de los ajustes de tarifas de servicios residenciales/en la acera de basura propuestos en la Audiencia Publica; sin embargo, s6lo las protestas por escrito contaran para una mayoria de protestas. Las protestas por escrito se deben recibir antes de que concluya la Audiencia Publica. La Audiencia Publica estA sujeta a realizarse de forma virtual o por teleconferencia si asi to requieren o permiten las 6rdenes nacionales, estatales y/o locales como resultado de la crisis de emergencia de salud publica del COVID-ig. En este caso, se proporcionarA informaci6n en el sitio web de la Ciudad y se publicar6 en la CAmara del Concejo Municipal. La Ciudad de Santa Ana estA proponiendo aumentos en sus tarifas de recoleccion en carrito/en la acera de basura. Los clientes que se verian afectados por estos cambios estan recibiendo este aviso. La Ciudad de Santa Ana tiene el compromiso de brindar a sus clientes servicio confiable y rentable de recoleccion de basura en carrito de la acera. Los aumentos propuestos estan estructurados Para alinear directamente con el costo aumentado de Waste Management (WM) Para el compostaje de residuos verdes. Esto se basa en un costo propuesto de Sgo.i3 por tonelada Para procesar y compostar desechos verdes, comparado con un costo actual de $33.13 por tonelada Para usar los desechos verdes como cobertura diaria alternativa de vertedero. Estamos buscando comentarios Para ayudar al Concejo Municipal a tomar la decision correcta Para la Ciudad de Santa Ana y sus contribuyentes. CAMBIO EN MANDATOS LEGISLATIVOS Los operadores de vertederos deben cubrir los desechos solidos desechados al final de cada dia y puede usar materiales alternativos en vez de materiales de tierra. Estos materiales se conocen como cobertura diaria alternativa (ADC). A partir del to de enero del zozo, de conformidad con el Proyecto de Ley 1594 de la Asamblea, el use de desechos verdes como ADC no califica Para el credito de desvio y se considerarA disposicion con fines de medir el cumplimiento de una jurisdiccion con otros mandatos estatales. Anteriormente, los desechos verdes recolectados de los clientes de la Ciudad por WM eran procesados minimamente por una instalacion verde de terceros, transferidos a vertederos Para ser usados como ADC, y la Ciudad recibio credito de desvio. Para continuar recibiendo credito de desvio bajo las nuevas restricciones de AB 1594, los desechos verdes ahora estan siendo compostados por la instalacion verde de terceros, pero con un costo mas alto Para WM. Si los ajustes de tarifas propuestos son aprobados por el Concejo Municipal, las tarifas de recoleccion residencial/en la acerca de basura aumentaran segun la tabla siguiente: *Estas cantidades no comideran el ajuste anaal esOndae En el momento de la Audiencia Publica, el Concejo Municipal escuchar6 y considerarA todas las protestas y objeciones a los aumentos propuestos. Los comentarios orales NO califican como una protesta formal a menos que esten acompanados por una protesta por escrito. Al concluir la audiencia, el Concejo Municipal evaluarA las protestas por escrito y considerarA la adoption de los aumentos propuestos. El Concejo Municipal tiene la autorizacion deadoptar los aumentos propuestos si las protestas por escrito no representan cuando menos una mayoria de parcelas identificadas sujetas a los ajustes propuestos. Si se adopta como se propone, las tarifas aumentadas entraran en vigor el io dejulio del 2020 y el io dejulio del zozl. Lien quan den nhu'ng thay doi du'ac de xuat doi vai phi dich vu chothung chat thai & le du'&ng cua Thanh pho Santa Ana. H6i dong thanh pho" Santa Ana se to' chbc mot phien dieu tran cling khai vao th&i gian, ngay th6ng va dia diem du'ac neu & day de xem xet lich trinh tang phi dich vu hai nam do'i vbi phi dich vu chothung cha'tthai & le du'&ng/khu dan cu'. Ne'u du'ac th6ng qua, mbc tang phi du'ac de xua't se co hieu lu'c vao ngay ithang 7 nam zozo va ngay 1thang 7 nam zozi. Ngay: z th6ng Sau, 2020 Thai gian: 5:45 P.m. Dia diem: City Council Chambers zz Civic Center Plaza Santa Ana, CA 92701 Phien dieu tran cling khai se du'ac tight hanh theo Hie'n phap California, Dieu XII D, Doan 6 (c6n du'(yc goi la "Du' luat 218"). Th6ng bao nay du'ac gbi de'n ta't ca chu s& h eu va khach hang co trong ho so, ngu'&i co 16 da't nhan dich vu chothung cha'tthai & le du'&ng/khu dan cu'tb Thanh pho' Santa Ana, ngu'&i se chiu su' dieu chfnh gia de xua't. Ta't ca cacthanh vien cong dong du'ac m&i tham du' phien dieu tran cling khai. Ngoai ra, theo Luat Tie'u bang California, chu s& hieu va khach hang co trong ho s(yco the' gbi phan do'i bang van ban ve cac thay do'i phi du'ac de xua't. Chf cho phep mot phan do'i cho moi 16 da't. Vui 16ng tham khao doan'T6i lam the' nao de' du ac tham gia?' cua tai lieu nay de' du'ac hu'&ng clAn ve viec phan do'i bang van ban chinh thbc cho'ng Iai hanh d6ng du'ac de xua't. Quyvi cung cothe'xua't hien tai phien dieu tran cling khai vao ngayva gia du'ac g hi &tren. Quy vi co the'tim hieu them th6ng tin tai httos://www.santa-ana.org/green/PrOI)218-2020. Thanh pho Santa Ana hoan nghenh su'tham gia va y kien cua quy vi trong suot tien trinh H6i dong Thanh pho xem xet cac dieu chfnh phi du'ac giai thich trong Th6ng bao nay. Neu quyvi co cau hoi hoac Binh luan ve mbc phi du'ac de xuat, quyvi co the lam nhu'ng dieu sau: GOI DI EN HOAC G H E DEN. Quy vi co the' xem th6ng tin ve cac mbc tang du'ac de xua't & S& Cling Chanh Thanh Pho'va tren trangmangcuachungt6itai:httos://www.santa-ana.org/green/Proozi8-zozo. Hay 99i714-647-Sogod9d6tcauh6i. Gth THU HAY GLA E-MAIL. Phan do'i bang van ban co the' du'ac gbi de'n "The City of Santa Ana, Attention: City Clerk, P.O. Box 1988, Mai, Santa Ana, CA 92702; delivered in -person to City Hall, zo Civic Center Plaza, Santa Ana"; hoac gbi qua email de'n ecomment(alsanta-ana.org. Ta"t ca phan do"i phai bao gom ten, dia chf ba"t dong san va ch ky cua ngu ai gu i phan do'i. Phan do'i bang mieng khong du'ac tinh la phan do'i chfnh thbc bang van ban. THAM GIA PHIEN DIEU TRAN CONG KHAI: Quy vi co the' n6p phan do'i bang van ban tai Phien dieu tran cling khai vao ngay i th6ng 6 nam zozo, Iuc 5:45 chieu, tai Ph6ng H6i dong Thanh pho', zz Civic Center Plaza, Santa Ana, CA 92701. Ta't ca cac thanh vien cua cling dong se co ca h6i phat bie'u va du'a ra IN chbng lien quan de'n viec dieu chfnh phi dich vu do'i vbi thung cha"t thai & le du &ng/khu dan cur du'ac de xua't tai Phien dieu tran cling khai; tuy nhien, chf co cac phan do'i bang van ban dugc tinh vao phan do"i da so". Cac phan do"i bang van ban phai du'ac nhan tru'bc khi ke't thuc Phien dieu tran cling khai. Phien dieu tran cling khai co the' du'ac to' chbc dian tb hoac tie xa ne'u du'ac yeu cau hoac cho phep theo lenh cua quo'c gia, tie'u bang va/hoac dia phu'ong do cu6c khung hoang khan ca'p y te' cling cling COVID-ig. Trong su' kien nay, th6ng tin se du'ac cung ca'ptren trang web cua Thanh pho'va du'ac da"ng tren Ph6ng H6i dong Thanh pho'. Thanh pho' Santa Ana dang de xua'ttang phi thu gom cha'tthai tirthung chaa'tthai &Ie du'&ng/khu dan cur. Nhimg khach hang se bi anh hu'&ng b&i nhimg thay do'i nay nhan du'gc thong bao nay. Thanh pho" Santa Ana co" gang cung carp dich vu thu gom chaa't thai &thung chaa't thai & fe du'&ng/khu dan cur v&i chi phi tieg't kiem cho khach hang. M&c tang phi de xuaa't du'gc ca'u truc dg'tru'c tieg'p dieu chinh theo chi phi quan Iy chaa't thai (WM) cho viec phan huy chaa't thai xanh tang. Dieu nay du'a tren chi phi d"e xuaa't la $90.13 moi town de' xu' ly va phan huy chaa't thai xanh, so v&i chi phi hien tai la $33-13 moi town de' su' dung chaa't thai xanh chat phu bai rac thaythe' hang ngay. Chung toi mong nhan du'oc phan hoi de giup Hoi long Thanh pho' du'a ra lu'a chon dung dan cho Thanh pho' Santa Ana va nh rng ngu'&i dong thug cua Thanh pho'. THAY DOI TRONG BAT BUOC VE LAP PHAP Ngu'&i dieu hanh bai rac phai ph u tart ca cha'tthai ran du'gcthai ra vao cuo'i moi ngayva cothe' s& dung chat lieu thaythe'thay cho chaa"t lieu da"t. NhCeng chaa"t lieu nay dugc goi la chaa"t lieu phu thay the" hang ngay (ADC). Ke't ngay lthang 1 nam 2020, theo Du' luat 1594, viec su' dung chat thai xanh lam ADC khong du dieu kian cho tin dung chuye'n hu'&ng va se du'gc xem xet xu' Iy cho cac muc dich do V&ng su'tuan thu cua Thanh pho'v&i cac bat buoc khac cua tie'u bang. Tru'&c day, chat thai xanh du'gc W M thu thap tir cac khach hang cua Thanh pho' du'gc mot ca s& xu' Iy chat thai xanh cua ben th & ba xu' H to'i th ie'u, du'gc chuye'n dg'n cac bai rac dg'su' dung lam ADC, va Thanh pho' da nhan du'gc tin dung chuye'n hu'&ng. De'tig'p tuc nhan du'gc tin dung chuye'n hu'&ng theo cac han chg m&i cua AB 1594, chat thai xanh hien dang du'gc cas&xu' Iy chat thai xanh cua ben th& ba phan huy, nhu'ng v&i chi phi cao hon cho WM. Ng'u cac dieu chinh phi de xua't du'gc Hoi d"ong thanh pho' phe chua'n, phi chothung chart thai & re du'&ng/khu dan cur se tang nhu' du'gc neu trong bang du'&i day: Ngay 1 thang Bay, 2020 1 $1.90 Ngay 1 thang Bay, 2021 1 $1.50 1 n&yy khJngx& &n dW u chinh @@u Tai Phien dieu tran cong khai, Hoi dong Thanh pho'se tang ngheva xem xetta't ca cac phan do'i va khong nghi ve viec tang phi du'gc de xua't. Binh Juan bang mieng KHONG DO dieu kien du'oc chap nhan nhu' la mot phan do'i chinh th&c, trir khi co kem theo phan do'i bang van ban. Khi kg'tthuc phien dieu tran, Hoi d"ong Thanh pho'se danh gia cac phan do'i bang van ban va xem xetviecthong qua cac m&ctang du'gc de xua't. Hoi d"ong thanh pho' du'oc uyquyen thong qua cac m&ctang du'gc de xua't ng'u cac Phan do'i bang van ban khong dai dien cho it nha't cho phan I&n cac to dart du'gc xac Binh phu thuoc vao cac dieu chinh d"exua't. Ng'u du'gc thong qua nhu' d"e xua't, m&c phi tang se co hiau Iu'c vao ngay 1 thong 7 nam 2020 va ngay 1 thong 7 nam 2021. oaf �9mu 41 �d'�aUmr w_ ava�E amm �N d 75A-1�-- USPS PostalOne! EXHIBIT 3 Page 1 of 1 Company Detail Company Name INFOSEND INC Address 4240 E LA PALMAAVE ANAHEIM, CA 92807-1816 Contact Name MATT SCHMIDT Phone Number (714)993-2690 Profit Indicator P PS Form 3607R - Mailing Transaction Receipt Account Holder Account Number Account Holder Permit Number Account Holder Permit Type Account Holder CRID Post Office of Permit Post Office of Mailing Post Office of Permit Cost Center Post Office of Mailing Cost Center Mailing Agent Name Mailing Agent CRID Mail Owner Name Mail Owner CRID JOB ID Customer Reference ID CAPS Transaction Number 9000012400 146 PI 8536585 ANAHEIM CA 92899-9301 SANTA ANA CA 92799-9324 050222-0218 056936-0100 INFOSEND 20292842 INFOSEND 20292842 90649 90649 N/A Class of Mail USPS Marketing Mail Processing Category Letters Postage Statement ID 376990606 Mailing Group ID 267101287 Mailer's Mailing Date 04/17/2020 Mailer Declared Total Pieces 44,612 pcs. Mailer Declared Total Weight 2,043.2296 lbs. Mailer Declared Weight of a single -piece 0.0458 lbs. USPS Determined Total Pieces 44,612 pcs. USPS Determined Total Weight 2,056.6132 lbs. USPS Determined Weight of a single -piece 0.0461 lbs. Total Number of Containers 208 Total Adjusted Postage Payment Date and Time Payment Transaction Number Adjustment Transaction Number Mailer Figures Adjusted? Person authorizing adjustment Name Phone Number Acceptance Site Mailer ID Clerk Initials Mail Arrival Date and Time $ 8,409.76 04/17/2020 20:48 202010822480376M1 No JP 04117/2020 13:02 75A-15 https:Hwww.uspspostalone.corn/PostageProcessingWeb'receipt.do?popup=yes&pstg_stmt ... 04/18'20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 2, 2020 TITLE PUBLIC HEARING — ADOPT A RESOLUTION AUTHORIZING THE CITY TO APPLY FOR AND ADMINISTER THE PERMANENT LOCAL HOUSING ALLOCATION PLAN /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 FILE NUMBER RECOMMENDED ACTION Adopt a resolution authorizing the City to apply to the State of California to receive and administer the Permanent Local Housing Allocation (PLHA) funds and provide the public adequate opportunity to review and comment on its content. DISCUSSION In 2017, the California Legislature approved Senate Bill (SB 2), known as the Building Homes and Jobs Act, which established a $75 recording fee on real estate transactions to increase the supply of affordable homes in California. The Act establishes the Permanent Local Housing Allocation (PLHA) program administered by the California Department of Housing and Community Development (HCD). Under the PLHA, funding is provided through formula grants to entitlement jurisdictions based on the formula prescribed under federal law for the Community Development Block Grant (CDBG) program over a five-year funding period, as well as through a competitive grant program to non -entitlement jurisdictions. The City of Santa Ana is an entitlement jurisdiction and is eligible to receive an estimated $14 million, or approximately $2.8 million annually. Because the number of real estate transaction recorded will vary from year to year, the revenues collected will fluctuate. According to HCD, the City will receive first -year funds in October 2020. To off -set the on -going operations at the new homeless navigation center, the City plans to use PLHA funding. Utilizing the funds in this manner will meet the State's requirements of entitlement jurisdictions to use PLHA funds to increase the supply of affordable housing, and specifically in the category to assist those who are homeless, or at -risk of homelesseness including, but not limited to, providing rapid rehousing, rental assistance, supportive/case management services that allow people to obtain and retain housing, operating and capital costs for navigation centers and emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing are also eligible. In order to receive PLHA funds, the City is required to submit a PLHA Plan detailing the manner in which allocated funds will be used as well as providing evidence that the Plan was authorized and 75B-1 Public Hearing: PLHA Plan June 2, 2020 Page 2 adopted by resolution by the City Council. The City must also show that the public had adequate opportunity to review and comment on its content. The PLHA Plan was advertised on May 18, 2020 in the Orange County Register and on May 21, 2020 in Miniondas. It was also posted on the City's website. The Plan is attached as Exhibit 1. The public comment period runs from May 18, 2020 through June 4, 2020. STRATEGIC PLAN ALIGNMENT Activities covered by this Plan allow the City to meet Goal #1 - Community Safety, Objective # 6 (enhance Public Safety Integration, communication and community outreach); goal # 5- Community Health, Livability, Engagement & Sustainability, Objective # 4 (support neighborhood vitality and livability) and Objective # 6 (focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT There is no fiscal impact associated with this action. Upon award and receipt of the PLHA funding, an appropriation adjustment will be agendized for City Council consideration at a future meeting to recognize the funds. Exhibits: 1. Permanent Local Housing Allocation Plan 2. PLHA Resolution 75B-2 EXHIBIT 1 Local Government Formula Allocation Rev. vzrvzr Eligible AlicantT e: Entitlement Local Government Recipient of PLHA Formula Allocation: I Santa Ana Approximate PLHA Form ula Allocation Amount: $2,803,(06 lAflowable, Local Admin IS%): $140,185 Instructions: If the Local Government Recipient of Me PLHA Formula Allocation delegated its PLHA formula allocation to a Local Housing Trust Fund or to another Local Government, the Applicant (far which information is required below) is the Local Housing Trust Fund or administering Local Government. The PLHA award will be made In the Applicant (upon meeting threshold requirements) and the Applicant is responsible for meefing all program requirements throughout the term of the Standard Agreement. The 302(cX4) Plan template worksheel requires first choosing one or more of the Eligible Activifies listed below. If Yes" is clicked, the 302(cX4) Plan worksheet opens a series of questions about what precise activities are planned. Some specific activities, such as providing downpayment assistance to lower -income households for acquisition of an affordable home, could be included under either Activity2 or 9. Please only choose one of those Activities; don't list the downeyment assistance under both Activities. If the PLHA funds are used for me same Activity but for different Area Median Income (AMI) level, select the same Activity twice (or more times) and the different AMI level the Activity will serve. Please enter the percentage Of kinds allocated to the Activity in only the first Activity listing to avoid double counting the funding allocation. Eligible Applicants §300 §300(a) Eligible Applicants for He entitlement formula component described in Section §100(bX1) are limited to the metropolitan cities and urban counties allocated a gram for the federal fatal year 2017 pursuant to the federal CDBG formula specified in 42 USC, Section §5306. APPlicam: City of Saida Are Address: 120 Civic Center Plaza ClItf. Santa Ana Sine: ICA Zip: 192701 [County: lonange §300(d) Is Applicant delegated by another Local government to administer on its behalf its formula allocation of program funds? §300(d) IApplicant answered 'Yes* above, has the Applicant attached the legally binding agreement matured by §300 (c) and (d)? File Name: Awl Resolution 1 PLHA web a e for Resolution document "ached and on USB? File Name: 1 S nature Block Signature Bock - upload in Microsoft Wad Document Attachatl and on USB7 File Name: 1 TIN Taz er Identification Number Document Attached and on USB7 File Name: APp Agreement Applicant A Legally binding agreement between Delegating and Administering Local Attached and on USB7 Governments Eligible Activities, §301 §301(a) Eligible activities are limited to the following: Included? §301(aH7) The predevelopmem, development. acquisition, rehabilitation, and preservation of muififamily, residential live -wort,, rental housing that is affordable to Extremely low -,Very low., Low-. Or Modereleincome households. including necessary ope26ng subsidies. r YES §31 1(aH2) The precievelcipmem, development. acquisition. rehabilitation. and preservation of affordable rental and ownership horsing, Including Accessory Dwelling Units r YES (ADUs), that meets the reeds ale growing wmMonce earning up to 120 percent of AMI, or 150 percent of AMI in highcost areas. ADUs shall be available for occupancy for a term of no less marl 30 days. §301(aH3) Matching portions of funds placed into Local or Regional Housing Trust Funds. r YES §301(aH4) Matching portions of funds available through the Low- and Moderate4noome Housing Asset Fund pursuant to subdivision (d) of HSC Section 34176. r YES §301(aH5) Capital¢ed Reserves for services connected to the preservation and creation of new permanent supportive housing. r YES §W 7(aX6) Assisfing persons who are experiencing or Al+isk of homelessness, Including, but not limited to, providing rapid re -housing, rental assistance, supportive/case management services that allow people to obtain and retain horsing, operating and capital costs for navigation centers and emergency shelters, and the new W YES construction. rehabilitation, and preservation Of permanent and transitional homing. §301(a)(7) Accessibility modifications in Lower-treome Ovvneroccupled housing. f YES §301(aH8) Efforts to acquire and rehabilitate foreclosed or vacant homes and apartments. r YES §301(aX9) Homeownership opportunities. including, but not limited to, down payment assistance. r YES §301(aX10) Fiscal ixentives made by a cauntyto a city within the county to Incenfivice approval oforre ormore affordable housing Projects, or malcNg funds Invested by a county in an affordable homing development Pmjecl in a city wittnn the county, provided that the city has made an equal or greater investment in the Project. The r YES county fiscal incentives shall be in tihe forth of a grant or lowAnterest loan to an affordable housing Project. Matching funds investments by both the county and the city else shall be a gram or Iowvnterest defered loan to the affordable housing Project. Threshold Requirements, §302 §302(a) Housing Element compliance: Applicant or Delegating Local Governments Housing Element was adopted by the Local Governments governing body by the application deadline and subsequently determined M be in substantial compliance with state Housing Element Law pursuant to Government Code Section 65585. Yes §302(b) Applicant or Delegating Local Government has submitted the current Or prior years Annual Progress Report to the Department of Housing and Community Development pursuant to Govememnt Code Section 65400. Yes 302 c 2 Applicant cemfies that submission of the application was authorized by the governing board of the Applicant. Yes §302(c)(3) Applicant certifies that If the Local Government proposes allocation of funds for any activity to another entity, the Local gmvemments selection process had no conflicts of Interest and was accesible to the public. Yes 302 e 4 Does the application include a Plan in accordance with 302 c 4 ? yes §302(c)(4)(D) Applicant certifies that the Plan was authorized and adopted by resolution by the Local Government and that the public had an adequate Opportunity to review and comment on its content Yes §302(c)(5) Applicant certifies that the Plan submitted is for a tern of five years. Local Governments agree to intortn the Department of changes made to the Plan in each succeeding year of the term of the Plan. Yes §302(c)(6) Applicant certifies that it will ensure compliance with §302(c)(6) If funds are used for the acquisition, construction, Or rehabilitation Of far -sale housing projects or units within for -sale housing projects. Yes §302(c)(7) Applicant certifies that it will ensure that the PLHA assistance is in the form of a low -interest, deferred loan to the Sponsor of the Project, if funds are used for the development of an Affordable Rental Housing Development. The loan shall be evidenced through a Panissory Note secured by a Deed of Trust Yes §302(c)(8) Has Applicant attached a program intone reuse plan describing how repaid Iowa will be reused for elgible activities specified in Section W i7 yes — Administration Applicant agrees to adhere to §5W, Accounting Records. Applicant agrees to adhere to §501, AuOitslMorilOmg of PLHA Files. Applicant agrees t0 adhere to §502, Cancella mitTermination. Applicant agrees to adhere to §503. Reterfing. Certifications On behalf of Ole entity identified below. I car* that: The information, statements and attachments included in this application are, to the best of my knowledge and belief, true and correct and I possess the legal authority to submit this application on behalf of the entity identified in the signature block - Steven A Mendoe CDA Executive Di ec or Autieraed Representative Printed Name Title Sgnaaxe Date Entity name: City of Santa Ana Phone Number: 714-647-5378 Entity Address 20 Civic Center Planaaai� City Santa Ans I State CA Lp 92707 Puna xabel F---1.ki—d-appllm0'w §302(c)(4) Plan Rev. 2/26/20 §302(c)(4)(A) Describe the manner in which allocated funds will be used for eligible activities. The City of Santa Ana currently funds the operation of an interim emergency homeless shelter, the Link, which opened in November of 2018. As an interim facility, the Link will cease operation upon the opening of the permanent homeless navigation center. It is expected to open before the end of this year. The permanent homeless navigation center will serve as the permanent replacement for the Link. The City is in the process of selecting the developer and operator of the shelter. The City of Santa Ana plans to use Its PLHA funding for one activity to assist those who are homeless, specifically for the operating or capital costs for the navigation center/shelter. §302(c)(4)(B) Provide a description of the way the Local govemment will prioritize investments that increase the supply of housing for households with incomes at or below 60 percent of Area Median Income (AMI). The PLHA funding will only be allocated to the homeless navgabon center. Serving homeless meets the requirement to prioritize investments that Increase th supply of housing for households with Incomes at or below 60% of AMI. The homeless navigation center will be occupied by households with incomes lower than 60 % AMI. §31 Provide a description of how the Plan is consistent with the programs set forth in the Local Govemmerifs Housing Element. The City of Santa Ana Housing Bement includes a Goal for Special Needs Individuals and objectives to provide funding for providers of emergency shelter, transitional housing and permanent supportive housing for people who are homeless and to create a model emergency shelter management and operational plan based on best practices. In 2013, the City adopted an ordinance to permit emergency shelters and a multi -service center 1n the M1, M2 and Industrial Specific Development Zones subject to operational and management standards allowed under state law. Activities Detail (Activities Detail (Must Make a Selection on Formula Allocation Application workshest under Eligible Activities, §301)) §301(a)(1) The predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live -work, rental housing that is affordable to extremely low -,very, low-, low-, or moderate -income households, including necessary Operating subsidies. §301(a)(2) The predevelopment, development, acquisition, rehabilitation, and preservation of Affordable rental and ownership housing, including Accessory Dwelling Units (ADUs), that meets the needs of a growing workforce earning up to 120 percent of AMI, or 150 percent of AMI in high -cost areas. ADUs shall be available for occupancy for a term of no less than 30 days. §301(a)(3) Matching portions of funds placed into Local or Regional Housing Trust Funds. §301(a)(4) Matching portions of funds available through the Low -and Moderate -Income Housing Asset Fund pursuant to subdivision (d) of HSC Section 34176. §301(a)(5) Capitalized Reserves for Services connected to the preservation and creation of new permanent supportive housing. §301(a)(6) Assisting persons who are experiencing or Al risk of homelessness, including, but not limited to, providing rapid rehousing, rental assistance, supportive/case management services that allow people to obtain and retain housing, operating and capital costs for navigation centers and emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing. §302(cX4XE)(1) Provide a description of how allocated funds will be used for the proposed Activity. The City plans to close it's current temporary shelter and open a permanent homeless navigation center to operate year-round with 200 shelter beds for individuals, couples, and families with children who are literally homeless In Santa Ana, with the ability to scale up to 250 beds. The homeless navigation center and Its supportive service programs will be designed to provide a safe environment for those expedencing homelessness on the streets of Santa Ana, and a pathway to transition Into permanent housing. During their stay, clients will be offered a robust package of suppor0ve services designed to transition them to permanent housing and cope with undedying Issues causing them to cycle through the system. 100% of the PHLA funds will be allocated towards the operation of the homeless navigation center. Complete the table below for each proposed Activity, to be funded with 2019-2023 PLHA allocations. ti a single Activity will be assisting households at more than one level of Area Median Income, please list the Activity as many times as needed to capture all of the AMI levels that will be assisted, but only show the percentage of annual funding allocated to the Activione lime(to avoid double counting). Funding Allocation Year 2019 2020 2021 2022 2023 Type of Activity for Persons 0 to m `o m 'm m `o m 'a`m `g m `m `g In'm .6 m Experiencing or At Risk of m'c rn � Homelessness Z ci Z u Z u Z u Z §302(c)(4)(E)(1) Percentage of Funds Allocated for the 100% 100% 100% 100% 100 Proposed Activity PLHA 7 5 &-4 302(c)(4) Plan §302(c)(4)(E)(ii) Area Median Income Level Served TOTAL §302(c)(4)(E)(II) Unmet share of the RHNA at AMI Level 0 §302(c)(4)(E)(II) Projected 150 150 150 150 150 750 Number of Households Served §302(c)(4)(E)(iv) Period of Affordability for the Proposed ActiAty(55 years required for rental housing projects) - -LL §302(c)(4)(E)(iii) A description of major steps/actions and a proposed schedule for the implementation -L -[L -L antl completion of the Activity. Program guidelines, policies and procedures for the operation of the shelter were submitted with the recent proposal to the City. We will be taking this item to the City Council shortly. The new homeless navigation center will be operational before the end of the year. The proposed schedule for funding is for operational costs a the facility. The funding will off -set only a few years of the operation. §301(a)(7) Accessibility modifications in Lower -income Owner -occupied housing. Ot a B Efforts to acquire and rehabilitate foreclosed or vacant homes and apartments. §301(a)(9) Homeownership opportunities, including, but not limited to, down payment assistance. §301(a)(10) Fiscal incentives made by a county to a city within the county to incentivize approval of one or more affordable housing Projects, or matching funds invested by a county in an affordable housing development Project in a city within the county, provided that the city has made an equal or greater investment in the Project The county fiscal incentives shall be in the form of a grant or low -interest loan to an affordable housing Project Matching funds investments by both the county and the city also shall be a grant or low -interest deferred loan to the affordable housing Project §302(c)(4)(D) Evidence that the Plan was authorized and adopted by resolution by the File Name: Plan Adoption Local)urisdiction and that the public had an adequate opportunity to review and Attached and on USB9 comment on its content. PLHA 7 5 &-`J 302(c)(4) Plan Legislative and Congressional Information I Rev. 2126/20 Provide the Legislative and Congressional information for the applicant and each activity location, (A different than applicant location), included in this application. To locate or verify the Legislative and Congressional information, click on the respective links below and enter the applicant office location zip code, the activity location site zip codes) (t.a. zip code(s) where activities are performed), and any additional activity location site(s), as applicable. California State Assembly California State Senate U.S. House of Re resentatives Applicant Office Location District If First Name Last Name State Assembly Member 169 Tom Daly State Senate Member 134 IThomas I Umberg U.S. House of Representatives 146 1 J. Luis I Correa Activ!tWy Location 1 if different from applicant location) District # First Name Last Name State Assembly Member State Senate Member U.S. House of Representatives Activity Location 2 if different from applicant location) District # First Name Last Name State Assembl Member Stale Senate Member U.S. House of Representatives Activity Location 3 (if different from applicant location District If First Name Last Name State Assembly Member State Senate Member U.S. House of Representatives Activ!tWy Location 4 if different from applicant location) District # First Name Last Name Slate Assembly Member State Senate Member U.S. House of Representatives Activity Location 5 (if different from applicant location District # First Name Last Name State Assembly Member State Senate Member U.S. House of Representatives Activity Location 6 (if different from applicant location District If First Name Last Name State Assembly Member State Senate Member U.S. House of Representatives Activity Location 7 (if different from applicant location District # First Name Last Name State Assembl Member State Senate Member U.S. House of Representatives Activity Location 8 (if different from applicant location District # First Name Last Name State Assembly Member State Senate Member U.S. House of Representatives Activity Location 9 (if different from applicant location District # First Name Last Name State Assembly Member State Senate Member U.S. House of Representatives Activity Location 19 if different from applicant location) District # First Name Last Name State Assembly Member State Senate Member U.S. House of Representatives Activity Location 11 if different from applicant location) District # First Name Last Name State Assembly Member State Senate Member U.S. House of Representatives Activity Location 12 if different from applicant location) District # T First Name Last Name State Assembly Member PLHA 7 5 Br-6 Legislative Contacts State of California EXHIBIT 1 Financial Information System for California (FI$Cal) FI $Cal GOVERNMENT AGENCY TAXPAYER ID FORM 2000 Evergreen Street, Suite 215 Financial Information System for California Sacramento, CA 95815 www.fiscal.r-a.gov 1-855-347-2250 The principal purpose of the information provided is to establish the unique identification of the government entity. Instructions: You may submit one form for the principal government agency and all subsidiaries sharing the same TIN. Subsidiaries with a different TIN must submit a separate form. Fields bordered in red are required. Hover over fields to view help information. Please print the form to sign prior to submittal. You may email the form to: vendors@fiscal.ca.gov, or fax it to (916) 576-5200, or mail it to the address above. Principal ICity of Santa Ana Government Agency Name Remit -To 120 Civic Center Plaza M-25 Address (Street or PO Box) City Isanta Ana State CA Zip Code+4 92701-4076 Government Type: Q City ❑ County Special District ❑ Federal Other (Specify) Federal 95-6000785 Employer Identification Number (FEIN) List other subsidiary Departments, Divisions or Units under your principal agency's jurisdiction who share the same FEIN and receives payment from the State of California. Dept/Division/Unit Name Community Development Agency Dept/Division/Unit Name Dept/Division/Unit Name Dept/Division/Unit Name Contact Person Phone number Signature Santa Ana Police Department Public Works Agency Planning Building Agency Terri Eggers 714-647-5378 Complete Address 20 Civic Center Plaza, Santa Ana, CA 92701 Complete Address 60 Civic Center Plaza, Santa Ana, CA 92701 Complete Address 20 Civic Center Plaza, Santa Ana, CA 92701 Complete Address F Civic Center Plaza, Santa Ana, CA 92701 Title Homeless Services Manager E-mail address TEggers@santa-ana.org Date 75B-7 WNIMu:1111IIlIIIN ROH: 06/02/20 RESOLUTION NO. 2020- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING AND ADOPTING A PLAN AND AUTHORIZING THE SUBMISSION OF AN APPLICATION FOR PERMANENT LOCAL HOUSING ALLOCATION ("PLHA") FUNDS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The State of California ("State"), Department of Housing and Community Development ("Department') is authorized to provide up to $195 million under the SB 2 Permanent Local Housing Allocation Program Formula Component from the Building Homes and Jobs Trust Fund for assistance to Cities and Counties (as described in Health and Safety Code section 50470 et seq. (Chapter 364, Statutes of 2017 (SB 2)). B. The Department issued a Notice of Funding Availability ("NOFA") dated February 26, 2020, under the Permanent Local Housing Allocation ("PLHA") Program. C. The City of Santa Ana ("Applicant') is an eligible Local Government applying for the program to administer one or more eligible activities. D. The Department may approve funding allocations for the PLHA Program, subject to the terms and conditions of the PLHA Guidelines, PLHA NOFA, PLHA Program requirements, the Standard Agreement and other contracts between the Department and PLHA grant recipients. E. Pursuant to section 302(c)(4) of the PLHA Guidelines, the Applicant drafted a PLHA Plan detailing the manner in which allocated PLHA funds will be used, which will be for the operation of a homeless navigation center, a PLHA eligible activity. F. As required by the PLHA Guidelines, the public had adequate opportunity to review and comment on the content of the PLHA Plan during the public comment period, which ran from May 18, 2020, through June 4, 2020. Section 2. If Applicant receives a grant of PLHA funds from the Department pursuant to the above referenced PLHA NOFA, it represents and certifies that it will use all such funds in a manner consistent and in compliance with all applicable State and %rJB-$ Resolution No. 2020-, federal statutes, rules, regulations, and laws, including without limitation all rules and laws regarding the PLHA Program, as well as any and all contracts Applicant may have with the Department. Section 3. It is hereby confirmed that the public had adequate opportunity to review and comment on the Plan during the public comment period, which ran from May 18, 2020, through June 4, 2020, and therefore the Plan is hereby authorized and adopted by the City Council. Section 4. Applicant is hereby authorized and directed to receive a PLHA grant, in an amount not to exceed the five-year estimate of the PLHA formula allocations, as stated in Appendix C of the current NOFA an estimated $14 million, or approximately $2.8 million annually, in accordance with all applicable rules and laws. Section 5. Applicant hereby agrees to use the PLHA funds for eligible activities as approved by the Department and in accordance with all Program requirements, Guidelines, other rules and laws, as well as in a manner consistent and in compliance with the Standard Agreement and other contracts between the Applicant and the Department. Section 6. Applicant certifies that it has or will subgrant some or all of its PLHA funds to another entity or entities. Pursuant to Guidelines Section 302(c)(3), "entity" means a housing developer or program operator, but does not mean an administering Local government to whom a Local government may delegate its PLHA allocation. Section 7. Applicant certifies that its selection process of these subgrantees was or will be accessible to the public and avoided or shall avoid any conflicts of interest. Section 8. Pursuant to Applicant's certification in this resolution, the PLHA funds will be expended only for eligible Activities and consistent with all program requirements. Section 9. Applicant shall be subject to the terms and conditions as specified in the Standard Agreement, the PLHA Program Guidelines and any other applicable SB 2 Guidelines published by the Department. Section 10. The City Manager, or her designee, is authorized to execute and submit the PLHA Program Application, the PLHA Standard Agreement and any subsequent amendments or modifications thereto, as well as any other documents that are related to the Program or the PLHA grant awarded to Applicant, as the Department may deem appropriate. Section 11. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution No. 2020-_ 75B-9 i0a:u:311111r►a ADOPTED this 2nd day of June, 2020. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney l By: 'NIV, Ryan O: Hodge Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers 1►[��:7X.y�►��Z.1iR.71I 110i107- Miguel A. Pulido Mayor 75B-1 Resolution No. 2020-, CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020- to be the original resolution adopted by the City Council of the City of Santa Ana on June 2, 2020. Date: Clerk of the Council City of Santa Ana Resolution No. 2020-_ 75B-11